<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1997
REGISTRATION NO. 333-26897
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FAIRCHILD SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3674 77-0449095
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) No.)
</TABLE>
------------------------
FSC SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3674 04-3363001
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) No.)
</TABLE>
------------------------
333 WESTERN AVENUE, MAIL STOP 01-00
SOUTH PORTLAND, MAINE 04106
(207) 775-8100
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
------------------------------
DANIEL E. BOXER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FAIRCHILD SEMICONDUCTOR CORPORATION
333 WESTERN AVENUE, MAIL STOP 01-00
SOUTH PORTLAND, MAINE 04106
(207) 775-8100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
WITH COPIES TO:
CHRISTOPHER G. KARRAS, ESQ.
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 994-4000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
2.01 Agreement and Plan of Recapitalization dated January 24, 1997 between Sterling Holding Company, LLC
("Sterling") and National Semiconductor Corporation ("National Semiconductor").+
2.02 Asset Purchase Agreement dated as of March 11, 1997 between the Company and National Semiconductor.+
3.01 Certificate of Incorporation of the Company.+
3.02 Bylaws of the Company.+
3.03 Certificate of Incorporation of Fairchild Holdings.+
3.04 Bylaws of Fairchild Holdings.+
4.01 Indenture dated as of March 11, 1997 among the Company, Fairchild Holdings, as Guarantor and United
States Trust Company of New York, as Trustee.+
4.02 Registration Rights Agreement dated March 6, 1997 among the Company, Fairchild Holdings, as
Guarantor, Credit Suisse First Boston Corporation, BT Securities Corporation and CIBC Wood Gundy
Securities Corp.+
4.03 Form of 10-1/8% Senior Subordinated Notes Due 2007 (included in Exhibit 4.01).+
5.01** Opinion of Dechert Price & Rhoads.
10.01*** Technology Licensing and Transfer Agreement dated March 11, 1997 between National Semiconductor and
the Company.
10.02 Transition Services Agreement dated March 11, 1997 between National Semiconductor and the Company.+
10.03*** Fairchild Foundry Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.04*** Revenue Side Letter dated March 11, 1997 between National Semiconductor and the Company.
10.05*** Fairchild Assembly Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.06*** National Foundry Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.07*** National Assembly Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.08*** Mil/Aero Wafer and Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.09 Shared Services Agreement (South Portland) dated March 11, 1997 between National Semiconductor and
the Company.+
10.10 Credit Agreement dated March 11, 1997 among the Company, Fairchild Holdings, Various Banks, Bankers
Trust Company, Credit Suisse First Boston Corporation and Canadian Imperial Bank of Commerce.+
10.11*** Corporate Agreement dated February 20, 1992 between Torex Semiconductor Ltd. and National
Semiconductor.
10.12*** Assembly/Test Subcontract Agreement dated January 9, 1997 between NS Electronics Bangkok (1993) Ltd.
and National Semiconductor.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
10.13*** Supply Agreement dated January 20, 1996 between National Semiconductor and Dynacraft Industries Sdn.
Bhd.
10.14*** Licensing and Manufacturing Agreement dated April 27, 1990 between National Semiconductor and
Waferscale Integration, Inc.
10.15 Qualified Titles Corresponding to Registry Title Nos. 19, 44 and 3400-Mk 12 from the State of Penang,
Malaysia and corresponding Sale and Puchase Agreements, each dated March 11, 1997, between National
Semiconductor Sdn. Bhd. and Fairchild Semiconductor Sdn. Bhd.+
10.16 Lease Agreement dated October 10, 1979 between Export Processing Zone Authority and Fairchild
Semiconductor (Honk Kong) Limited, and Supplemental Agreements thereto dated May 1, 1982; December
12, 1983; August 17, 1984; March 10, 1987; February 16, 1990; August 25, 1994; May 29, 1995; June 7,
1995; November 9, 1995; and October 24, 1996.+
10.17 Lease for Santa Clara Facilities dated as of March 11, 1997 between National Semiconductor and the
Company.+
10.18 Shared Facilities Agreement (South Portland) dated March 11, 1997 between National Semiconductor and
the Company.+
10.19 Environmental Side Letter dated March 11, 1997 between National Semiconductor and the Company.+
10.20 Master Sublease Agreement dated March 11, 1997 between National Semiconductor and the Company and
Master Lease Agreement dated December 13, 1994 between General Electric Capital Corporation and
National Semiconductor.+
10.21 Fairchild NSC Deferred Compensation Plan Trust established effective March 11, 1997.+
10.22 Fairchild NSC Deferred Compensation Plan assumed and continued, effective March 11, 1997 (included as
Schedule A to Exhibit 10.21).+
10.23 Fairchild Benefit Restoration Plan.+
10.24 Fairchild Incentive Plan.+
10.25 FSC Semiconductor Corporation Executive Officer Incentive Plan.+
10.26 FSC Semiconductor Corporation Stock Option Plan.+
10.27 Employment Agreement dated March 11, 1997 among the Company, Fairchild Holdings, Sterling and Kirk P.
Pond.+
10.28 Employment Agreement dated March 11, 1997 among the Company, Fairchild Holdings, Sterling and Joseph
R. Martin.+
12.01 Statement of Ratio of Earnings to Fixed Charges.+
21.01 Subsidiaries of the Company.+
23.01** Consent of Dechert Price & Rhoads (included in the opinion filed as Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick LLP to the Company.+
23.03 Consent of KPMG Peat Marwick LLP to Fairchild Holdings.+
24.01 Power of Attorney.+
25.01 Statement of Eligibility and Qualification of United States Trust Company of New York on Form T-1.+
27.01 Financial Data Schedule for the Company.+
27.02 Financial Data Schedule for Fairchild Holdings.+
99.01 Form of Letter of Transmittal.+
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
99.02 Form of Notice of Guaranteed Delivery.+
</TABLE>
- ------------------------
+ Previously filed.
** To be supplied by amendment.
*** Filed herewith, with portions omitted in accordance with an application for
confidential treatment filed with the Commission.
(b) Financial Statement Schedules:
Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South Portland, State of Maine, on the 26th day of
June, 1997.
FAIRCHILD SEMICONDUCTOR CORPORATION
By: DANIEL E. BOXER
------------------------------------------
Daniel E. Boxer
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities indicated on June 26, 1997.
SIGNATURE TITLE
- ------------------------------ ------------------------------------------
* Chairman of the Board of Directors,
- ------------------------------ President and Chief Executive Officer
Kirk P. Pond (principal executive officer)
* Executive Vice President,
- ------------------------------ Chief Financial Officer and Director
Joseph R. Martin (principal financial and accounting
officer)
* Director
- ------------------------------
Brian L. Halla
* Director
- ------------------------------
William N. Stout
* Director
- ------------------------------
Richard M. Cashin, Jr.
* Director
- ------------------------------
Paul C. Schorr IV
* DANIEL E. BOXER
By: -------------------------
Daniel E. Boxer
ATTORNEY-IN-FACT
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South Portland, State of Maine, on the 26th day of
June, 1997.
FSC SEMICONDUCTOR CORPORATION
By: DANIEL E. BOXER
------------------------------------------
Daniel E. Boxer
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities indicated on June 26, 1997.
SIGNATURE TITLE
- ------------------------------ ------------------------------------------
* Chairman of the Board of Directors,
- ------------------------------ President and Chief Executive Officer
Kirk P. Pond (principal executive officer)
* Executive Vice President,
- ------------------------------ Chief Financial Officer and Director
Joseph R. Martin (principal financial and accounting
officer)
* Director
- ------------------------------
Brian L. Halla
* Director
- ------------------------------
William N. Stout
* Director
- ------------------------------
Richard M. Cashin, Jr.
* Director
- ------------------------------
Paul C. Schorr IV
* DANIEL E. BOXER
By: -------------------------
Daniel E. Boxer
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------ -----------
<C> <S> <C>
2.01 Agreement and Plan of Recapitalization dated January 24, 1997 between Sterling Holding Company,
LLC ("Sterling") and National Semiconductor Corporation ("National Semiconductor").+
2.02 Asset Purchase Agreement dated as of March 11, 1997 between the Company and National
Semiconductor.+
3.01 Certificate of Incorporation of the Company.+
3.02 Bylaws of the Company.+
3.03 Certificate of Incorporation of Fairchild Holdings.+
3.04 Bylaws of Fairchild Holdings.+
4.01 Indenture dated as of March 11, 1997 among the Company, Fairchild Holdings, as Guarantor and
United States Trust Company of New York, as Trustee.+
4.02 Registration Rights Agreement dated March 6, 1997 among the Company, Fairchild Holdings, as
Guarantor, Credit Suisse First Boston Corporation, BT Securities Corporation and CIBC Wood Gundy
Securities Corp.+
4.03 Form of 10-1/8% Senior Subordinated Notes Due 2007 (included in Exhibit 4.01).+
5.01** Opinion of Dechert Price & Rhoads.
10.01*** Technology Licensing and Transfer Agreement dated March 11, 1997 between National Semiconductor
and the Company.
10.02 Transition Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.+
10.03*** Fairchild Foundry Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.04*** Revenue Side Letter dated March 11, 1997 between National Semiconductor and the Company.
10.05*** Fairchild Assembly Services Agreement dated March 11, 1997 between National Semiconductor and
the Company.
10.06*** National Foundry Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.07*** National Assembly Services Agreement dated March 11, 1997 between National Semiconductor and the
Company.
10.08*** Mil/Aero Wafer and Services Agreement dated March 11, 1997 between National Semiconductor and
the Company.
10.09 Shared Services Agreement (South Portland) dated March 11, 1997 between National Semiconductor
and the Company.+
10.10 Credit Agreement dated March 11, 1997 among the Company, Fairchild Holdings, Various Banks,
Bankers Trust Company, Credit Suisse First Boston Corporation and Canadian Imperial Bank of
Commerce.+
10.11*** Corporate Agreement dated February 20, 1992 between Torex Semiconductor Ltd. and National
Semiconductor.
10.12*** Assembly/Test Subcontract Agreement dated January 9, 1997 between NS Electronics Bangkok (1993)
Ltd. and National Semiconductor.
10.13*** Supply Agreement dated January 20, 1996 between National Semiconductor and Dynacraft Industries
Sdn. Bhd.
10.14*** Licensing and Manufacturing Agreement dated April 27, 1990 between National Semiconductor and
Waferscale Integration, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------ -----------
<C> <S> <C>
10.15 Qualified Titles Corresponding to Registry Title Nos. 19, 44 and 3400-Mk 12 from the State of
Penang, Malaysia and corresponding Sale and Puchase Agreements, each dated March 11, 1997,
between National Semiconductor Sdn. Bhd. and Fairchild Semiconductor Sdn. Bhd.+
10.16 Lease Agreement dated October 10, 1979 between Export Processing Zone Authority and Fairchild
Semiconductor (Honk Kong) Limited, and Supplemental Agreements thereto dated May 1, 1982;
December 12, 1983; August 17, 1984; March 10, 1987; February 16, 1990; August 25, 1994; May 29,
1995; June 7, 1995; November 9, 1995; and October 24, 1996.+
10.17 Lease for Santa Clara Facilities dated as of March 11, 1997 between National Semiconductor and
the Company.+
10.18 Shared Facilities Agreement (South Portland) dated March 11, 1997 between National Semiconductor
and the Company.+
10.19 Environmental Side Letter dated March 11, 1997 between National Semiconductor and the Company.+
10.20 Master Sublease Agreement dated March 11, 1997 between National Semiconductor and the Company
and Master Lease Agreement dated December 13, 1994 between General Electric Capital Corporation
and National Semiconductor.+
10.21 Fairchild NSC Deferred Compensation Plan Trust established effective March 11, 1997.+
10.22 Fairchild NSC Deferred Compensation Plan assumed and continued, effective March 11, 1997
(included as Schedule A to Exhibit 10.21).+
10.23 Fairchild Benefit Restoration Plan.+
10.24 Fairchild Incentive Plan.+
10.25 FSC Semiconductor Corporation Executive Officer Incentive Plan.+
10.26 FSC Semiconductor Corporation Stock Option Plan.+
10.27 Employment Agreement dated March 11, 1997 among the Company, Fairchild Holdings, Sterling and
Kirk P. Pond.+
10.28 Employment Agreement dated March 11, 1997 among the Company, Fairchild Holdings, Sterling and
Joseph R. Martin.+
12.01 Statement of Ratio of Earnings to Fixed Charges.+
21.01 Subsidiaries of the Company.+
23.01** Consent of Dechert Price & Rhoads (included in the opinion filed as Exhibit 5.01).
23.02 Consent of KPMG Peat Marwick LLP to the Company.+
23.03 Consent of KPMG Peat Marwick LLP to Fairchild Holdings.+
24.01 Power of Attorney.+
25.01 Statement of Eligibility and Qualification of United States Trust Company of New York on Form
T-1.+
27.01 Financial Data Schedule for the Company.+
27.02 Financial Data Schedule for Fairchild Holdings.+
99.01 Form of Letter of Transmittal.+
99.02 Form of Notice of Guaranteed Delivery.+
</TABLE>
- ------------------------
+ Previously filed.
** To be supplied by amendment.
*** Filed herewith, with portions omitted in accordance with an application for
confidential treatment filed with the Commission.
<PAGE>
TECHNOLOGY LICENSING AND TRANSFER AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
This Technology Licensing and Transfer Agreement ("Agreement") is entered
into this 11th day of March, 1997 (the "Effective Date") by and between NATIONAL
SEMICONDUCTOR CORPORATION, a Delaware corporation with a principal place of
business at 2900 Semiconductor Drive, Santa Clara, California 95052 (hereinafter
"National") and FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware corporation with
a principal place of business at 333 Western Avenue, South Portland, Maine,
04106 (hereinafter "Fairchild"). Either National or Fairchild may be referred to
herein as a "Party" or together as the "Parties," as the case may require.
RECITALS
WHEREAS, the Parties have entered into an Asset Purchase Agreement, of
even date herewith (hereinafter "Purchase Agreement"), under which Fairchild is
acquiring certain of the assets of National's Logic, Memory and Discrete Power
and Signal Business Units as historically conducted and accounted for (including
Flash Memory, but excluding Public Networks, Programmable Products and Mil Logic
Products)(hereinafter the "Business"); and
WHEREAS, pursuant to the transactions contemplated in the Purchase
Agreement, Fairchild is acquiring National's manufacturing facilities in South
Portland, Maine (excluding the 8-inch fab and related facilities); West Jordan,
Utah; Penang, Malaysia; and Cebu, Philippines (the "Facilities"); and
WHEREAS, after the Closing Date, Fairchild will own and operate the
Facilities; and
WHEREAS, National is the owner or licensee of certain intellectual
property that will be utilized by Fairchild in the operation of the Business;
and
WHEREAS, in order to support the continued and uninterrupted operation of
the Business following the Closing, the Parties desire to enter into this
Agreement, pursuant to which National will assign, license or sublicense (as the
case may be) to Fairchild certain intellectual property; and
WHEREAS, the Parties are executing on the date hereof the Purchase
Agreement, the Fairchild Foundry Services Agreement, the Mil/Aero Wafer and
Services Agreement, the Fairchild Assembly Services Agreement, the Transition
Services Agreement, the National Foundry Services Agreement, the National
Assembly Services Agreement and certain other agreements related thereto;
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations hereinafter set forth, the
Parties hereto, intending to be legally bound hereby, do agree as follows:
<PAGE>
1.0 DEFINITIONS
Unless otherwise provided herein, the terms listed below shall have the
following meaning:
1.1 "ABIC Process": Any of the wafer processes utilizing bipolar
transistors having self-aligned poly silicon emitters in combination
with the formation of a reacted layer of metal-silicide over the
base and emitter in further combination with CMOS processes, as
described in Exhibit 1.1.
1.2 "Affiliate": Any Person controlling, controlled by, or under common
control with a Party, whether directly or indirectly.
1.3 "Assigned Patents": Patents or patent applications owned or
controlled by National which cover a Business Product, as set forth
in Exhibit 1.3.
1.4 "Assigned Technology": Any and all National Intellectual Property
assigned to Fairchild under this Agreement.
1.5 "Assigned Trademarks": (i) U.S. trademarks owned or controlled by
National which are set forth in Exhibit 1.5, (ii) trademarks, for
any jurisdiction, owned or controlled by National that correspond to
a trademark set forth in Exhibit 1.5 and (iii) any trademark rights,
other than rights in the name Fairchild Research Center, that
National has in the use of "Fairchild" or "Fairchild Semiconductor".
1.6 "Best Efforts": Best Efforts require that the obligated party make a
diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require any
significant expenditure of funds or the incurrence of any
significant liability on the part of the obligated party, nor the
incurrence of any expense or liability which is unreasonable in
light of the related objective, nor does it require that the
obligated party act in a manner which would otherwise be contrary to
prudent business judgment or normal commercial practices in order to
accomplish the objective. The fact that the objective is not
actually accomplished is no indication that the obligated party did
not in fact utilize its Best Efforts in attempting to accomplish the
objective.
1.7 "Business Product": A Logic Product, Memory Product or Discrete
Product.
1.8 "Business Product-Specific Software": Software or electronic data
specifically associated with a Business Product, including without
limitation, simulation software for a Business Product, design
software for a Business Product, test software for a Business
Product, characterization software for a Business Product and CAD
files for a Business Product. Business Product-Specific Software
does not include software of general application, but does include
data files that apply specifically to a Business Product.
1.9 "Closing": the consummation of the transactions contemplated by the
Purchase Agreement.
2
<PAGE>
1.10 "Closing Date": The date on which the Closing occurs.
1.11 "Confidential Information": (i) all proprietary information of
National which is not publicly known and is in the possession of, or
disclosed by National to, Fairchild or a representative of Fairchild
and relating to National's business, including but not limited to
National's Intellectual Property and proprietary business
information and (ii) all proprietary information of Fairchild which
is not publicly known and is in the possession of, or disclosed by
Fairchild to, National or a representative of National and relating
to Fairchild's business, including but not limited to Fairchild's
Intellectual Property and proprietary business information.
1.12 "Co-owned Copyrights": The National Copyrights for the materials
which are directed to or related to Business Products.
1.13 "Co-owned Maskworks": Maskworks owned or controlled by National
employed in the manufacture of a Business Product. Exhibit 1.13 sets
forth the registered maskworks employed in the manufacture of
Business Products.
1.14 "Derivative Product": Any product that:
(i) was derived from or based upon a Business Product or fulfills
substantially the same function as a Business Product (as
determined from said product's datasheet);
(ii) was designed exclusively by one or more Permitted Designer(s);
and
(iii) involves or embodies Licensed Technology or Assigned
Technology in its structure, design or manufacture.
1.15 "Discrete Product": Any product (i) manufactured, marketed, under
design or development or sold by the National Discrete Power
Business Unit, as defined in the Level 95 Report on National
Semiconductor Part Numbers, or the National Discrete Signal Business
Unit, as defined in the Level 95 Report on National Semiconductor
Part Numbers, as of the Closing Date or (ii) those products listed
on Exhibit 1.15 which were historically manufactured by the National
Discrete Power Business Unit or the National Discrete Signal
Business Unit.
1.16 "Fairchild": Fairchild Semiconductor Corporation and its
Subsidiaries.
1.17 "Intellectual Property": (i) discoveries, inventions, designs,
processes, methods, instruments, systems, test formulas, computer
programs, data, data assemblies and other trade secrets; (ii)
patents and patent applications; (iii) mask works; (iv) copyrights;
and (v) trademarks.
1.18 "Knowledge": the actual knowledge of the individuals whose names are
set forth on Exhibit 1.18, after reasonable investigation.
3
<PAGE>
1.19 "Licensed Patent": A patent or patent application owned or
controlled by National, or for which National has a right to
sublicense, the claims of which cover manufacture, packaging, use,
sale, offering for sale, importation, design or development of a
Business Product or Derivative Product or the conduct or use of any
Licensed Process. The Licensed Patents are set forth in Exhibit
1.19.
1.20 "Licensed Process": A process (i) utilized, as of the Closing Date,
in any one of the Facilities, other than the ABIC Process, or (ii)
historically utilized in any one of the Facilities and which is set
forth in Exhibit 1.20.
1.21 "Licensed Technology": Any Licensed Patent or Licensed Trade Secret.
1.22 "Licensed Trade Secret": Any non-publicly known discovery,
invention, process, design, method, process flow information,
instrument, system, test formula or other trade secret used in the
manufacture of a Business Product or Derivative Product or used in
any Licensed Process.
1.23 "Logic Product": Any product (i) manufactured, marketed, under
design or development or sold by the National Logic Business Unit,
as defined in the Level 95 Report on National Semiconductor Part
Numbers (excluding (a) Public Network Products and Programmable
Products, each as defined in the Level 95 Report on National
Semiconductor Part Numbers, and (b) Mil Logic Products, as defined
in Exhibit B to the Mil/Aero Wafer and Services Agreement of even
date herewith between the parties hereto), as of the Closing Date or
(ii) those products listed on Exhibit 1.23 which were historically
manufactured by the National Logic Business Unit.
1.24 "Memory Product": Any product (i) manufactured, marketed, under
design or development or sold by the National Memory Business Unit,
as defined in the Level 95 Report on National Semiconductor Part
Numbers (including, but not limited to, Flash Memory Products, as
defined in the Level 95 Report on National Semiconductor Part
Numbers), as of the Closing Date or (ii) those products listed on
Exhibit 1.24 which were historically manufactured by the National
Memory Business Unit (but excluding DRAM and SRAM Memory Products).
1.25 "National Copyright": Any copyright, whether or not registered,
which is owned or controlled by or licensed to National.
1.26 "National Foundry Product": A product manufactured by Fairchild for
National under the Fairchild Foundry Services Agreement or Mil/Aero
Wafer and Services Agreement in the Wafer Fabrication Facilities.
1.27 "National": National Semiconductor Corporation and its Subsidiaries.
4
<PAGE>
1.28 "National Intellectual Property": Any and all intellectual property
owned or controlled by or licensed to National with a right to
sublicense on the Closing Date.
1.29 "National Trade Secret": A discovery, invention, process, design,
method, instrument, system, test formula, computer program, data,
data assembly or other trade secret owned or controlled by or
licensed to National with a right to sublicense.
1.30 "Permitted Designer": Any one or more of (i) National, (ii)
Fairchild, (iii) any design house or designer that does not
manufacture semiconductor devices, and (iv) any design house or
designer that (1) does not manufacture or sell any semiconductor
device which competes during the designated time period with a
semiconductor device that National publicly markets and (2) is not
an Affiliate of a Person that manufactures or sells any
semiconductor device that competes during the designated time period
with a semiconductor device that National publicly markets, wherein
the designated time period is the period from the Closing Date
through to the first commercial sale of the Derivative Product to
which the design house or designer contributed pursuant to Section
1.14.
1.31 "Person": An individual, partnership, joint venture, corporation,
trust, estate, incorporated organization, government or any
department or agency thereof, or other entity.
1.32 "Public Information": Information publicly known, or contained in
published data sheets, published specifications, published patents,
and other published technical writings.
1.33 "Subsidiary": Any corporation, partnership, joint venture or similar
entity that is more than fifty percent (50%) owned or controlled by
a Party; provided, however, that any such entity shall no longer be
deemed a Subsidiary if such ownership or control ceases to exist.
1.34 "Wafer Fabrication Facilities": The wafer fabrication facilities
existing and owned by National at South Portland, Maine, excluding
the 8-inch fabrication facility in South Portland of which National
is retaining ownership, and at West Jordan, Utah, transferred to
Fairchild from National pursuant to the Purchase Agreement.
2.0 LICENSES AND ASSIGNMENTS
2.1 TRADEMARKS:
(a) National hereby assigns all of its right, title and
interest, including associated goodwill, in Assigned Trademarks to
Fairchild. National shall by the Closing Date execute and deliver to
Fairchild all instruments necessary to execute and record the
transfer of the Assigned Trademarks. National represents and
warrants that to its Knowledge the U.S. trademarks set forth in
Exhibit 1.5
5
<PAGE>
are free and clear of all liens, encumbrances and adverse claims and
are free of all licenses to third parties except as set forth in
Exhibit 2.1(a). At the Closing, National shall provide Fairchild
with all of its files for each trademark registration or trademark
registration application included under Assigned Trademarks.
Fairchild assumes no obligation to prosecute, maintain, enforce or
defend the Assigned Trademarks or to otherwise undertake any
proceeding, judicial or otherwise, in reference to the Assigned
Trademarks; provided, however, that if Fairchild determines to
abandon any Assigned Trademark Fairchild shall give at least 90 days
prior written notice to National and offer to assign such Assigned
Trademark to National. National shall have notified Fairchild prior
to the Closing Date of any judicial or administrative proceedings
involving the Assigned Trademarks of which it has Knowledge
including, but not limited to, (i) proceedings asserting
infringement, invalidity or unenforceability and (ii) opposition,
concurrent use or cancellation proceedings. National retains sole
ownership of any rights in the name Fairchild Research Center.
(b) In a first transitional trademark license, subject to the
terms of this Agreement, for any trademark owned or controlled by
National that is not an Assigned Trademark but that is used in
connection with a Business Product so as to be visible to customers
without magnification (e.g., outside of the package), National
hereby grants Fairchild a limited worldwide, paid-up, royalty-free,
non-exclusive license under such trademarks to make, have made, use,
offer for sale, promote, affix upon, import, package, sell or modify
any Business Product. Fairchild shall have no right to sublicense
such trademarks. This license under Section 2.1(b) is granted for
transition purposes only and Fairchild agrees to use its Best
Efforts to cease such use of National trademarks as soon as
practicable, but not later than the second anniversary of the
Closing Date.
(c) In a second transitional trademark license, subject to the
terms of this Agreement, for any trademark owned or controlled by
National that is not an Assigned Trademark but that is used in
connection with a Business Product, National hereby grants Fairchild
a limited worldwide, paid-up, royalty-free, non-exclusive license
under such trademarks, limited to use of such trademark as embedded
in Business Products, maskworks and Business Product-Specific
Software, to design, develop, make, have made, use, offer for sale,
promote, affix upon, import, package, sell or modify any Business
Product. Fairchild shall have no right to sublicense such
trademarks. This license under Section 2.1(c) is granted for
transition purposes only and Fairchild agrees to use its Best
Efforts to cease its own such use of National trademarks as soon as
practicable, but not later than such time as the Business Product is
discontinued or replaced with a redesigned version.
(d) In a third transitional trademark license, subject to the
terms of this Agreement, for any trademark owned or controlled by
National that is not an Assigned Trademark, National hereby grants
Fairchild a limited worldwide, paid-up, royalty-free, non-exclusive
license under such trademarks, limited to use of such trademark in
customer specifications, drawings or similar documents
6
<PAGE>
referring to Business Products. This license under Section 2.1(d)
includes a covenant by National not to sue Fairchild's customers for
use of customer specifications, drawings or similar documents
referring to Business Products that incorporate such National
trademarks. The Parties acknowledge that it is in both of their
interests to have such customer specifications, drawings or similar
documents amended to remove, where commercially feasible, such
National trademarks and replace them with corresponding Fairchild
trademarks.
(e) Fairchild shall apply the trademarks licensed hereunder
only in connection with Business Products manufactured in accordance
with the standards of quality comparable to those employed by
National prior to the Closing. With respect to Business Products
associated with a trademark licensed hereunder, National shall have
the right, not more often than annually, at reasonable times during
normal business hours, and upon reasonable prior notice, to examine
Business Products manufactured by Fairchild at Fairchild's
facilities to confirm their compliance with the applicable standards
of quality.
2.2 PATENTS:
(a) Subject to the terms of this Agreement, including the
exclusion set forth in this Section 2.2(a), National hereby grants
to Fairchild a worldwide, paid-up, royalty-free, non-exclusive
license under Licensed Patents to design, develop, make, have made,
use, offer for sale, import, package, sell or modify any Business
Product or Derivative Product for the life of the last to expire
Licensed Patent. Fairchild shall have no right to sublicense
Licensed Patents. This license to Fairchild excludes the right to
use the ABIC Process. National assumes no obligation to prosecute,
maintain, enforce or defend the Licensed Patents or to otherwise
undertake any proceeding, judicial or otherwise, in reference to the
Licensed Patents.
(b) National hereby assigns all its right, title and interest,
including the right to sue for pre-Closing infringement, in Assigned
Patents to Fairchild. National shall by the Closing Date execute and
deliver, or cause to be executed and delivered by the inventor, to
Fairchild all instruments necessary to execute and record the
transfer of the Assigned Patents. National represents and warrants
that to its Knowledge the Assigned Patents are free and clear of all
liens, encumbrances and adverse claims and are free of all licenses
to third parties except as set forth in Exhibit 2.2(b). For each
Assigned Patent, National shall provide Fairchild, at the Closing,
with all of its files (including without limitation the prosecution
histories) or full and complete copies of such documents, at the
Closing. Fairchild assumes no obligation to prosecute, maintain,
enforce or defend the Assigned Patents or to otherwise undertake any
proceeding, judicial or otherwise, in reference to the Assigned
Patents. National has notified Fairchild prior to the Closing Date
of any claims or judicial or administrative proceedings of which it
has Knowledge involving the Assigned Patents including, but not
limited to, (i) proceedings asserting infringement, invalidity, or
unenforceability or (ii) opposition, nullification, interference,
re-examination or reissue proceedings.
7
<PAGE>
(c) Fairchild hereby grants to National a worldwide, paid-up,
royalty-free, non-exclusive license under Assigned Patents for the
life of the last to expire Assigned Patent. National shall have the
right to grant sublicenses under its license to Assigned Patents
solely to the extent necessary (i) for the operation of a joint
venture in which National owns more than fifty percent (50%) of the
controlling securities or other voting rights, (ii) for National to
authorize third parties to second source National-designed products
or (iii) for National to jointly develop products with third parties
which are to be sold by National and/or a National development
partner; provided, however, that nothing in this Section 2.2(c)
shall be interpreted to modify National's obligations under the
covenant not to compete set forth in Section 5.6 of the Purchase
Agreement.
2.3 MASKWORKS: Subject to the terms of this Agreement, National hereby
grants to Fairchild an undivided interest in the Co-owned Maskworks
while reserving an undivided interest for National. Neither
Fairchild nor National shall have the right to sublicense any
Co-owned Maskworks. In its use of the Co-owned Maskworks containing
any National trademark, Fairchild's use of such a trademark shall be
governed by Section 2.1(c); provided, however, that nothing in this
Section 2.3 shall be interpreted to modify National's obligations
under the covenant not to compete set forth in Section 5.6 of the
Purchase Agreement, and provided further that National shall not
license the right to use such Co-owned Maskworks in any manner
competitive with any Business Product.
2.4 TRADE SECRETS: Subject to the terms of this Agreement, National
hereby grants to Fairchild a perpetual worldwide, paid-up,
royalty-free, non-exclusive license under Licensed Trade Secrets to
design, develop, make, have made, use, offer for sale, import,
package, sell or modify any Business Product or Derivative Product.
Fairchild shall have no right to sublicense Licensed Trade Secrets.
This license to Fairchild excludes the right to use the ABIC
Process. Fairchild warrants that it will not use any National trade
secret that is not licensed under this Agreement unless such trade
secret information is obtained independently by rightful means.
National shall not disclose Licensed Trade Secrets to a third party
without imposing on the third party confidentiality provisions
substantially the same as those set forth in Section 5.0.
2.5 COPYRIGHTS: National hereby grants to Fairchild an undivided
interest in the Co-owned Copyrights while reserving an undivided
interest for National. In its use of copyrighted material containing
a National trademark or reference to National, Fairchild's such use
shall be governed by Section 2.1. Purchase of embedded test or
equipment or other tools sold under the Purchase Agreement will
include any license originally purchased therewith or purchased at a
later date for use with such tools, equipment or embedded test. Such
licenses shall be accounted for as an asset and will be transferred
under the Purchase Agreement.
8
<PAGE>
2.6 PROCESSES UTILIZED IN THE FACILITIES: Subject to the terms of this
Agreement, National hereby grants to Fairchild a worldwide, paid-up,
royalty-free, non-exclusive license, without the right to
sublicense, to conduct or use any Licensed Process.
2.7 FOUNDRY-RELATED INTELLECTUAL PROPERTY: All discoveries, inventions
and improvements to the ABIC Process made by Fairchild shall be
owned by National.
2.8 PRODUCT-SPECIFIC SOFTWARE: Subject to the terms of this Agreement,
National hereby grants to Fairchild a worldwide, paid-up,
royalty-free, non-exclusive license to use any Business
Product-Specific Software which National is permitted to license
without payment of any consideration to any third party other than
any consideration for which Fairchild agrees to reimburse National.
3.0 NO IMPLIED LICENSES
Except for the licenses expressly granted in this Agreement, neither Party
grants to the other Party by implication, estoppel or otherwise any
license or other right to any of its Intellectual Property. Neither Party
grants any license or release expressly, by implication, by estoppel or
otherwise to any third party.
4.0 INVENTIONS AND PATENT APPLICATIONS
Subject to Section 2.0, any discovery, improvement or invention first
conceived or reduced to practice, as such terms are used in U.S. patent
law, by National or Fairchild personnel up to and including the Closing
Date shall be the sole and exclusive property of National, and National
shall retain any and all rights to file at its sole discretion any patent
applications thereon. Subject to Section 2.0, any discovery, improvement
or invention first conceived or reduced to practice by Fairchild personnel
after the Closing Date shall be the sole and exclusive property of
Fairchild, with respect to which, to the extent that the same is based on
Licensed Technology and is first conceived or reduced to practice by
Fairchild within one (1) year after the Closing Date, Fairchild grants to
National a worldwide, non-exclusive, royalty-free license, without the
right to grant sublicenses except as set forth in Section 6.2(g). Any
discovery, improvement or invention first conceived or reduced to practice
by National personnel after the Closing Date shall be the sole and
exclusive property of National, with respect to which, to the extent that
the same is related to the Business and is first conceived or reduced to
practice by National within one (1) year after the Closing Date, National
grants to Fairchild a worldwide, non-exclusive, royalty-free license,
without the right to grant sublicenses. Subject to Section 2.0, in the
event that personnel of National and Fairchild make joint discoveries,
improvements or inventions, the same shall be jointly owned with each
Party having the right to exploit and grant licenses in respect thereto
and in respect to any patents arising therefrom, without accounting to the
other Party.
9
<PAGE>
5.0 CONFIDENTIALITY
5.1 Duty to Protect: Fairchild and National acknowledge that the
Confidential Information may contain trade secrets and other
sensitive information and agrees not to disclose or deliver to a
third party any Confidential Information of the other Party, unless
in connection with its business and provided that the third party
executes a confidentiality agreement substantially the same as this
Section 5.0 and agrees to a use restriction recognizing any
limitations on Fairchild's sublicense rights. Fairchild and National
further agree to prevent the unauthorized use, copying,
dissemination, or publication of any Confidential Information by
using at least the same degree of care (but no less than a
reasonable degree of care) as it uses to protect its own
Confidential Information and material of like nature.
5.2 Exceptions: (i) Notwithstanding the above, this Agreement imposes no
obligation on Fairchild with respect to information that is or
becomes a matter of public knowledge through no fault of Fairchild,
is rightfully received by Fairchild from a third party without a
duty of confidentiality, is disclosed by National to a third party
without a duty of confidentiality imposed upon the third party, or
is independently developed by Fairchild; (ii) notwithstanding the
above, this Agreement imposes no obligation on National with respect
to information that is or becomes a matter of public knowledge
through no fault of National, is rightfully received by National
from a third party without a duty of confidentiality, is disclosed
by Fairchild to a third party without a duty of confidentiality
imposed upon the third party, or is independently developed by
disclosure of any Confidential Information by Fairchild shall not be
precluded if such disclosure is in response to a valid order of a
court or other government body ("Order"), and if Fairchild promptly
notifies National of the Order, and makes a good faith effort, at
National's expense, to obtain a protective order requiring that any
information disclosed under the Order remains confidential and be
used only for the disclosure of any Confidential Information by
National shall not be precluded if such disclosure is in response to
an Order, and if National promptly notifies Fairchild of the Order,
and makes a good faith effort to obtain a protective order requiring
that any information disclosed under the Order remains confidential
and be used only for the Order's purpose; (v) disclosure by
Fairchild of any Assigned Patent shall not be precluded; and (vi)
disclosure by either National or Fairchild of any Co-owned Maskwork
shall not be precluded.
5.3 Term: The confidentiality obligations of the Parties under this
Agreement shall terminate with respect to any specific Confidential
Information five (5) years from the date of receipt thereof.
6.0 REPRESENTATIONS & WARRANTIES; DISCLAIMERS; INDEMNITY
6.1 REPRESENTATIONS & WARRANTIES
National hereby represents that it has the right to make the license
grants and
10
<PAGE>
assignments provided herein and otherwise to perform under this
Agreement, and that such license grants and assignments do not
violate or conflict with any agreement to which National or any of
its Affiliates or subsidiaries is a party or by which any of them is
bound.
6.2 INDEMNIFICATION
(a) National shall indemnify, save and hold harmless
Fairchild, its Affiliates and Subsidiaries and its and their
respective officers, directors, employees and agents from and
against any and all costs, losses, liabilities, damages, law suits,
deficiencies, claims, demands, and expenses, including without
limitation all amounts paid in investigation and attorney's fees,
all net of all amounts recovered under insurance policies, if any,
relating to the foregoing as well as all costs of enforcement of or
collection upon this indemnification (herein "damages"), arising out
of any breach of any representation, warranty or covenant of
National contained herein.
(b) Fairchild shall indemnify, save and hold harmless
National, its Affiliates and Subsidiaries and its and their
respective officers, directors, employees and agents from and
against any and all damages arising out of any breach of any
representation, warranty or covenant of Fairchild contained herein.
(c) Subject to the limitations set forth in paragraphs (c)-(h)
of this Section 6.2, National shall indemnify, save and hold
harmless Fairchild, its Affiliates and Subsidiaries and its and
their respective officers, directors, employees and agents from and
against any and all damages (including, for purposes of this Section
6.2(c) only, damages resulting from profits lost or foregone, with
such lost or foregone profits limited to profits from five (5) years
of lost or foregone sales of each relevant product) arising out of
any claims by a third party that the design, development, making,
having made, use, offer for sale, import, package, sale or
modification of (1) a Discrete Product satisfying clause (i) of
Section 1.15 or a Derivative Product derived or based upon such a
Discrete Product, (2) a Logic Product satisfying clause (i) of
Section 1.23 or a Derivative Product derived or based upon such a
Logic Product or (3) a Memory Product satisfying clause (i) of
Section 1.24 or a Derivative Product derived or based upon such a
Memory Product infringes any patent, patent application (in
jurisdictions where patent applications can give rise to enforceable
rights), copyright, maskwork or trade secret; provided, however,
that such indemnification shall not apply to a Derivative Product if
the infringement of a third party's Intellectual Property would have
been avoided but for a post-Closing change in manufacturing or
design.
11
<PAGE>
(d) Infringements or other breaches of Intellectual Property
belonging to third parties that occurred prior to the Closing Date,
and any damages arising therefrom, are the sole responsibility of
National and, for such pre-Closing infringements or breaches,
National shall indemnify, save and hold harmless Fairchild, its
Affiliates and Subsidiaries and its and their respective officers,
directors, employees and agents from and against any and all damages
arising out of any such claims of infringement.
(e) Fairchild agrees that upon its receipt of a claim giving
rise to a claim for indemnity under Section 6.2(c), including,
without limitation, receipt by it of any notification,
communication, demand, assertion, claim, action, judicial
proceeding, administrative proceeding, or other proceeding by any
third party that Fairchild infringes or has misappropriated such a
third party's Intellectual Property, Fairchild will give prompt
written notice thereof to National.
(f) National's obligation to indemnify under Section 6.2(c)
for claims of infringement of patents, patent applications,
copyrights or maskworks or claims of misappropriation of trade
secrets made by third parties is limited as follows:
(i) with respect to Intellectual Property asserted against
Fairchild that is cross-licensed to National under
National's cross-license agreements existing on the
Closing Date, National shall indemnify for claims made
during a term of three (3) years after the Closing Date;
and
(ii) with respect to all other Intellectual Property asserted
against Fairchild, National shall indemnify for claims
made during a term of two (2) years after the Closing
Date.
For any claims for which National's obligation to indemnify is
triggered during the respective indemnity term under Sections
6.2(f)(i) or 6.2(f)(ii), National shall indemnify for the
enforceable life of the asserted patent, patent subsequently issuing
on a patent application having enforceable rights, maskwork,
copyright or trade secret. On or before the Closing Date National
shall provide Fairchild with a copy of each cross-license agreement
that it has with a third party as of the Closing Date. Such
cross-license agreements are listed in Exhibit 6.2(f) and shall be
treated by Fairchild as National Confidential Information.
(g) National shall have the right, at its own cost and
expense, to contest and defend by all appropriate legal proceedings
any claim with respect to which it is called upon to indemnify
Fairchild under the terms of this Section 6.2, and any such contest
or defense may be conducted in the name and on behalf of Fairchild
and/or National, as may be appropriate. Fairchild shall provide all
reasonable information and assistance, at National's sole expense,
as National may request, including, if commercially reasonable,
redesigning Fairchild's products to make them non-infringing. The
commercial reasonableness of a
12
<PAGE>
redesign of a product includes, without limitation, the retention of
all performance features that materially affect the marketability of
the product, the lack of any material affect on Fairchild's ability
to obtain orders and to obtain and retain customers for the product,
and the avoidance of any material increased manufacturing costs.
National shall be permitted to settle such claims, upon reasonable
prior notice to Fairchild, at its sole expense, provided Fairchild
shall have no obligation for future expense or payment and provided
that the settlement agreement shall not result in any requirement
that Fairchild cease, alter (except for a redesign provided for by
this Section 6.2(g)) or curtail the manufacturing, importation,
marketing or sale of any product. Fairchild shall have the right,
but not the obligation, to participate in such legal proceedings
with counsel of its own selection and at its own expense. Fairchild
agrees that National shall be authorized in the settlement of such
claims to grant licenses under patents owned or controlled by
Fairchild, provided that Fairchild receives from the licensee of
such patents a reciprocal patent license of comparable weight and
scope.
(h) Fairchild shall not solicit, directly or indirectly,
claims or actions by Intellectual Property holders during the
respective indemnity terms under Sections 6.2(f)(i) or 6.2(f)(ii).
In the event Fairchild initiates an Intellectual Property claim
(including, without limitation, a unilateral offer of license)
against a third party, National shall not be obligated to provide
any indemnity hereunder to a counterclaim or similar action
asserting infringement initiated by the third party after receiving
Fairchild's claim. Disclosures made in accordance with Section 7.12
(Publicity) shall not be deemed solicitations limited by this
Section 6.2(h).
6.3 National represents and warrants that it has provided Fairchild
through assignment or license with all National Intellectual
Property needed to make all Business Products and carry out all
Licensed Processes as National made them as of the Closing Date.
6.4 DISCLAIMERS
EACH PARTY HEREBY DISCLAIMS MAKING ANY REPRESENTATIONS OR WARRANTIES
RELATING TO THE SUBJECT MATTER HEREOF, WHETHER ARISING BY
IMPLICATION, ESTOPPEL OR OTHERWISE, OTHER THAN THOSE SET FORTH IN
THIS AGREEMENT.
7.0 GENERAL
7.1 EFFECTIVE DATE: This Agreement shall become effective on the Closing
Date.
7.2 AMENDMENT: This Agreement may be modified only by a written document
signed by duly authorized representatives of the Parties.
13
<PAGE>
7.3 FORCE MAJEURE: A Party shall not be liable for a failure or delay in
the performance of any of its obligations under this Agreement where
such failure or delay is the result of conditions beyond the control
of said Party, such as fire, flood, or other natural disaster, act
of God, war, embargo, riot, labor dispute, or the intervention of
any government authority, providing that the Party failing in or
delaying its performance immediately notifies the other Party of its
inability to perform and states the reason for such inability.
7.4 ASSIGNMENT: Neither this Agreement, nor any of its rights, interests
or obligations, may be assigned by a Party without the prior written
consent of the other Party; provided, however, that Fairchild may
assign its rights hereunder as collateral security to any financial
institution providing financing to consummate the transactions
contemplated by the Purchase Agreement or any financial institution
through which such financing is refunded, replaced or refinanced and
any of the foregoing may assign Fairchild's rights hereunder in
connection with a sale of FSC Semiconductor Corporation, Fairchild
or the business in the form then being conducted by Fairchild
substantially as an entirety. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the successors and
permitted assigns of each Party.
7.5 COUNTERPARTS: This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and
all of which together shall constitute but one and the same
instrument.
7.6 CHOICE OF LAW: This Agreement, and the rights and obligations of the
Parties hereto, shall be interpreted and governed in accordance with
the laws of the State of California, without giving effect to its
conflicts of law provisions, and any litigation concerning this
Agreement shall be brought within the courts located therein.
7.7 WAIVER: Should either of the Parties fail to exercise or enforce any
provision of this Agreement, or waive any right in respect thereto,
such failure or waiver shall not be construed as constituting a
waiver or a continuing waiver of its rights to enforce any other
provision or right.
7.8 SEVERABILITY: If any provision of this Agreement or the application
thereof to any situation or circumstance shall be invalid or
unenforceable, the remainder of this Agreement shall not be
affected, and each remaining provision shall be valid and
enforceable to the fullest extent, unless the deletion of such
provision shall cause this Agreement to become materially adverse to
any Party, in which event the Parties shall use their respective
Best Efforts to arrive at an accommodation which best preserves for
the Parties the benefits and obligations of the offending provision.
14
<PAGE>
7.9 LIMITATION OF LIABILITY: EXCEPT AS SET FORTH IN THIS AGREEMENT IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE OTHER PARTY'S
PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE
FURNISHING, PERFORMANCE, OR USE OF ANY GOODS OR SERVICES SOLD
PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER THE
NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR NOT.
7.10 EFFECT OF HEADINGS: The headings and sub-headings contained herein
are for information purposes only and shall have no effect upon the
intended purpose or interpretation of the provisions of this
Agreement.
7.11 INTEGRATION: This Agreement constitutes the entire agreement and
understanding between the Parties with respect to the subject matter
of this Agreement and integrates all prior discussions and proposals
(whether oral or written) between them related to the subject matter
hereof.
7.12 PUBLICITY: Neither Party shall, without the approval of the other
Party, make any press release or other public announcement
concerning the terms of the transactions contemplated by this
Agreement, except as and to the extent that any such Party shall be
so obligated by law, in which case such Party shall use its Best
Efforts to advise the other Party thereof and the Parties shall use
their Best Efforts to cause a mutually agreeable release or
announcement to be issued; provided, however, that the foregoing
shall not preclude communications or disclosures necessary to (a)
implement the provisions of this Agreement or (b) comply with
accounting and Securities and Exchange Commission disclosure
obligations. The Parties will each provide the other Party with a
reasonable opportunity to review and comment on any references to
that other Party made in a proposed public disclosure document (and
shall not include any such references to that other Party in the
public disclosure document without the written consent of that other
Party, which consent shall not be unreasonably withheld or delayed)
in any written materials that are intended to be filed with the
Securities and Exchange Commission in connection with obtaining
financing or intended to be distributed to prospective purchasers
pursuant to an offering made under Rule 144A promulgated under the
Securities Act of 1933 in connection with obtaining financing.
7.13 NO PARTNERSHIP OR AGENCY CREATED: The relationship of National and
Fairchild shall be that of independent contractors only. Nothing in
this Agreement shall be construed as making one Party an agent or
legal representative of the other or otherwise as having the power
or authority to bind the other in any manner.
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<PAGE>
7.14 BINDING EFFECT: This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of the
Parties hereto and to their respective successors and assigns.
7.15 NO INTERPRETATION BASED ON PRIOR DRAFTS: Both Parties acknowledge
that the drafts of this Agreement, and any changes made from one
draft to another, have no probative value in interpreting the intent
of the Parties. Both Parties agree that neither will rely on the
drafts of this Agreement, and any changes made from one draft to
another, to assert an interpretation of this Agreement.
7.16 FURTHER ASSURANCES. Each Party shall cooperate and take such action
as may be reasonably requested by another Party in order to carry
out the provisions and purposes of this Agreement and the
transactions contemplated hereby.
7.17 EXPORT CONTROL: The Parties shall comply with any and all export
regulations and rules now in effect or as may be issued from time to
time by the Office of Export Administration of the United States
Department of Commerce or any other governmental authority which has
jurisdiction relating to the export of technology from the United
States of America.
7.18 NOTICES: Any notice to be made in connection with any right or
obligation arising under this Agreement, shall be provided by
registered mail, telegram, facsimile or telex by one Party to the
other at the following addresses. Said notices shall be deemed to be
effective upon receipt by the receiving Party thereof.
National: National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
M/S 16-135 (Attn: General Counsel)
Santa Clara, CA 95052-8090
FAX: (408) 733-0293
Fairchild: Fairchild Semiconductor Corporation
333 Western Avenue
South Portland, ME 04106
FAX: (207) 761-6020
Attention: General Counsel
Either Party may change its address by written notice given to the other
Party in the manner set forth above. Notices given as herein provided shall be
considered to have been given seven (7) days after the mailing thereof.
IN WITNESS WHEREOF, The Parties have had this Agreement executed by their
respective authorized officers on the date written below. The persons signing
warrant and represent that they are duly authorized to sign for and on behalf of
the respective Parties.
By and on behalf of By and on behalf of
NATIONAL SEMICONDUCTOR FAIRCHILD SEMICONDUCTOR
CORPORATION CORPORATION
By: /s/ John M. Clark III By: /s/ Joseph R. Martin
-------------------------- --------------------------
Its: Senior V.P Its: Executive V.P.
Date: March 11, 1997 Date: March 11, 1997
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EXHIBIT 1.1
PATENTS CLAIMING ASPECTS OF THE ABIC PROCESS
<PAGE>
ABiC Definition and Exclusions
Exhibit 1.1
- --------------------------------------------------------------------------------
Process Name Process Description
- --------------------------------------------------------------------------------
ABIC 2LM ABiC-4 with two layers of metal, for use in RF
products. 0.8u BiCMOS
- --------------------------------------------------------------------------------
ABIC 2L ABiC-4 with two layers of metal, with a mid-flow
inventory point for subsequent ASIC
personalization. 0.8u BiCMOS
- --------------------------------------------------------------------------------
ABIC 3L ABiC-4 with three layers of metal, with a mid-flow
inventory point for subsequent ASIC
personalization. 0.8u BiCMOS
- --------------------------------------------------------------------------------
ABIC4L ABiC-4 with four layers of metal, with a mid-flow
inventory point for subsequent ASIC
personalization. 0.8u BiCMOS
- --------------------------------------------------------------------------------
ABIC5 2L ABiC-5 with two layers of metal and 0.5u, three
sided emitter, for use in RF products. CMOS remains
at 0.8u.
- --------------------------------------------------------------------------------
All wafer processes utilizing bipolar transistors have self-aligned poly silicon
emitters in combination with the formation of a reacted layer of metal-silicide
over the base and emitter, and combination with CMOS processes shall be
considered restricted.
<PAGE>
EXHIBIT 1.3
ASSIGNED PATENTS
<PAGE>
Patents to be assigned to Fairchild
- --------------------------------------------------------------------------------
Patent No. Title
- ---------- -----
- --------------------------------------------------------------------------------
207,858 Increased-Density flash eprom that requires less area to the metal
bit line to drain contacts
- --------------------------------------------------------------------------------
363,489 N-IN-1 Device river
- --------------------------------------------------------------------------------
404,510 Flash EEPROM memory system for low voltage operation and method
- --------------------------------------------------------------------------------
449,564 Flash memory having segmented array for improved operation
- --------------------------------------------------------------------------------
512,873 Apparatus for measuring process induced overstress using a single
ploy transistor with a floating gate
- --------------------------------------------------------------------------------
572,070 Method for detecting read errors, correcting single bit read errors
and reportion multiple bit read errors
- --------------------------------------------------------------------------------
654,103 Low voltage electrically erasable non volatile memory cell
- --------------------------------------------------------------------------------
713,827 Power-on reset circuit with zero standby and leakage compensation
- --------------------------------------------------------------------------------
4,253,059 EPROM Reliability Test Circuit
- --------------------------------------------------------------------------------
4,255,670 Transistor logic tristate output with feedback
- --------------------------------------------------------------------------------
4,272,774 Self-aligned floating gate memory and method of manufacture
- --------------------------------------------------------------------------------
4,287,433 Transistor logic tri-state device with reduced power dissipation
- --------------------------------------------------------------------------------
4,300,398 Apparatus for measuring deflection of a blade upon application of
force thereto
- --------------------------------------------------------------------------------
4,311,927 Transistor logic tri-state device with reduced output capacitance
- --------------------------------------------------------------------------------
4,321,490 Transistor logic output for reduced power consumption and increased
speed
- --------------------------------------------------------------------------------
4,330,723 Transistor logic output device for diversion of miller current
- --------------------------------------------------------------------------------
4,334,157 Data latch with enable signal
- --------------------------------------------------------------------------------
4,355,455 Method of manufacture for self-aligned floating gate memory cell
- --------------------------------------------------------------------------------
4,357,687 Adaptive word line pull down
- --------------------------------------------------------------------------------
4,364,977 Automatic self-adjusting processing apparatus
- --------------------------------------------------------------------------------
4,377,857 Electrically erasable programmable read only memory
- --------------------------------------------------------------------------------
4,393,473 Random access memory preset circuitry
- --------------------------------------------------------------------------------
4,393,476 Random access memory dual word fine recovery circuitry
- --------------------------------------------------------------------------------
4,404,080 Molded plating mask
- --------------------------------------------------------------------------------
4,423,491 Self-refreshing memory cell
- --------------------------------------------------------------------------------
4,435,786 Self-refreshing memory cell
- --------------------------------------------------------------------------------
4,441,172 Semiconductor memory byte clear circuit
- --------------------------------------------------------------------------------
4,442,509 Bit line powered translinear memory cell
- --------------------------------------------------------------------------------
4,442,510 Semiconductor memory byte clear circuit
- --------------------------------------------------------------------------------
4,445,205 Semiconductor memory core programming circuit
- --------------------------------------------------------------------------------
4,469,723 Plating Control System
- --------------------------------------------------------------------------------
4,477,885 Current dump circuit for bipolar memory cell
- --------------------------------------------------------------------------------
4,481.430 Power supply threshold activation circuit
- --------------------------------------------------------------------------------
4,488.350 Synchronous sense amplifier
- --------------------------------------------------------------------------------
4,498,638 Apparatus for maintaining reserve bonding wire
- --------------------------------------------------------------------------------
4,519,076 Memory core testing system
- --------------------------------------------------------------------------------
<PAGE>
Patents to be assigned to Fairchild
- --------------------------------------------------------------------------------
Patent No. Title
- ---------- -----
- --------------------------------------------------------------------------------
4,543,595 Bipolar memory cell
- --------------------------------------------------------------------------------
4,578,594 Circuit and method for split blas enable/inhibit memory operation
- --------------------------------------------------------------------------------
4,581,550 TTL tri-state device with reduced output capacitance
- --------------------------------------------------------------------------------
4,581,672 Internal high voltage (Vpp) regulator for integrated circuits
- --------------------------------------------------------------------------------
4,594,493 Method and apparatus for forming ball bonds
- --------------------------------------------------------------------------------
4,622,575 Integrated circuit bipolar memory cell
- --------------------------------------------------------------------------------
4,624,046 Oxide isolation process for standard ram/prom and lateral pnp cell
ram
- --------------------------------------------------------------------------------
4,649,297 TTL circuits generating complementary signals
- --------------------------------------------------------------------------------
4,654,549 Transistor-transistor logic to emitter coupled logic translator
- --------------------------------------------------------------------------------
4,661,727 Multiple phase-splitter TTL output circuit with improved drive
characteristics
- --------------------------------------------------------------------------------
4,677,320 Emitter coupled logic to transistor logic translator
- --------------------------------------------------------------------------------
4,680,613 Low impedance package for integrated circuit die
- --------------------------------------------------------------------------------
4,685,631 Apparatus for feeding bonding wire
- --------------------------------------------------------------------------------
4,727,269 Temperature compensated sense amplifier
- --------------------------------------------------------------------------------
4,745,580 Variable clamped memory cell
- --------------------------------------------------------------------------------
4,771,191 TTL to ECL translator
- --------------------------------------------------------------------------------
4,798,305 Adjustable shipping tray
- --------------------------------------------------------------------------------
4,817,051 Expandable multi-port random access memory
- --------------------------------------------------------------------------------
4,853,646 Temperature compensated bipolar circuits
- --------------------------------------------------------------------------------
4,868,424 TTL circuit with increased transient drive
- --------------------------------------------------------------------------------
4,903,087 Schottky barrier diode for alpha particle resistant static random
access
- --------------------------------------------------------------------------------
4,908,328 High Voltage Power IC Process
- --------------------------------------------------------------------------------
4,926,383 BiCMOS write recovery circuit
- --------------------------------------------------------------------------------
4,931,665 Master slave voltage reference circuit
- --------------------------------------------------------------------------------
4,943,741 ECL/CML emitter follower current switch curcuit
- --------------------------------------------------------------------------------
4,945,263 TTL to ECL/CML translator circuit with differential output
- --------------------------------------------------------------------------------
4,945,265 ECL/CML pseudo-rail circuit, cutoff driver circuit, and latch
circuit
- --------------------------------------------------------------------------------
4,947,058 Transient Performance Enhancement
- --------------------------------------------------------------------------------
4,958,090 Non-current hogging dual phase splitter TTL circuit
- --------------------------------------------------------------------------------
4,961,010 Output buffer for reducing switching induced noise
- --------------------------------------------------------------------------------
4,963,767 Two-level multiplexer
- --------------------------------------------------------------------------------
4,972,104 TTL totem pole anti-simultaneous conduction circuit
- --------------------------------------------------------------------------------
4,988,898 High speed ECL/CML to TTL translator circuit
- --------------------------------------------------------------------------------
4,988,899 TTL gate current source controlled overdrive and clamp circuit
- --------------------------------------------------------------------------------
4,996,452 ECL/TTL Tristate Buffer
- --------------------------------------------------------------------------------
4,999,812 Architecture for a flash erase EEPROM memory
- --------------------------------------------------------------------------------
5,013,938 ECL cutoff driver circuit with reduced standby power dissipation
- --------------------------------------------------------------------------------
5,013,941 TTL to ECL/CML translator circuit
- --------------------------------------------------------------------------------
5,016,214 Memory cell with separate read and write paths and clamping
transistors
- --------------------------------------------------------------------------------
5.021.687 High speed inverting hysteresis TTL buffer curcuit
- --------------------------------------------------------------------------------
<PAGE>
Patents to be assigned to Fairchild
- --------------------------------------------------------------------------------
Patent No. Title
- ---------- -----
- --------------------------------------------------------------------------------
5,025,179 ECL clamped cutoff driver circuit
- --------------------------------------------------------------------------------
5,029,280 ECL circuit for resistance and temperature bus drop compensation
- --------------------------------------------------------------------------------
5,032,743 Skew clamp
- --------------------------------------------------------------------------------
5,034,632 High speed TTL buffer circuit and line driver
- --------------------------------------------------------------------------------
5,036,222 Output buffer circuit with output voltage sensing for reducing
switching
- --------------------------------------------------------------------------------
5,041,721 Machine for counting IC parts in a shipping rail
- --------------------------------------------------------------------------------
5,045,729 TTL/ECL Translator Circuit
- --------------------------------------------------------------------------------
5,049,763 Anti-noise circuits
- --------------------------------------------------------------------------------
5,051,623 TTL tristate circuit for output pulldown transistor
- --------------------------------------------------------------------------------
5,051,690 Apparatus and method for detecting vertically propolgated defects
in integrated circuits
- --------------------------------------------------------------------------------
5,051,986 Asynchronous priority select logic
- --------------------------------------------------------------------------------
5,058,067 Individual bit line recovery circuits
- --------------------------------------------------------------------------------
5,056,864 Monophase logic
- --------------------------------------------------------------------------------
5,015,224 Low noise integrated circuit and leadframe
- --------------------------------------------------------------------------------
5,075,885 ECL eprom with CMOS programming
- --------------------------------------------------------------------------------
5,081,374 Output buffer circuit with signal feed forward for reducing
switching induced
- --------------------------------------------------------------------------------
5,087,841 TTL to CMOS translating circuits without static current
- --------------------------------------------------------------------------------
5,092,774 Mechanically complaint high frequency electrical connector
- --------------------------------------------------------------------------------
5,101,124 ECL to TTL translator circuit with improved slow rate
- --------------------------------------------------------------------------------
5,101,153 PIN electronics test circuit for ic device testing
- --------------------------------------------------------------------------------
5,103,118 High speed anti-undershoot and anti-overshoot circuit
- --------------------------------------------------------------------------------
5,118,974 Tristate circuits with fast and slow OE signals
- --------------------------------------------------------------------------------
5,132,577 High speed passgate, latch and flip-flop circuits
- --------------------------------------------------------------------------------
5,134,315 Synchronous counter terminate count output circuit
- --------------------------------------------------------------------------------
5,144,171 High speed differential-feedback cascade sense amplifier
- --------------------------------------------------------------------------------
5,153,456 TTL output buffer with temperature compensated Vo clamp circuit
- --------------------------------------------------------------------------------
5,173,621 Transceiver with Isolated power rails for ground bounce reduction
- --------------------------------------------------------------------------------
5,184,034 State-dependent discharge path circuit
- --------------------------------------------------------------------------------
5,204,554 Partial isolation of power rails for output buffer circuits
- --------------------------------------------------------------------------------
5,218,243 BiCMOS TTL output buffer circuit with reduced power dissipation
- --------------------------------------------------------------------------------
5,220,212 Single Level BiPolar ECL Flip Flop
- --------------------------------------------------------------------------------
5,223,745 Power down Miller Killer circuit
- --------------------------------------------------------------------------------
5,227,680 ECL/TTL Translator Circuit
- --------------------------------------------------------------------------------
5,233,237 BiCMOS output buffer noise reduction circuit
- --------------------------------------------------------------------------------
5,239,270 Water Level Reliability Contact Test Structure and Method
- --------------------------------------------------------------------------------
5,248,520 Solder finishing planar leaded flat package integrated circuit leads
- --------------------------------------------------------------------------------
5,256,914 Short circuit protection circuit and method for output buffers
- --------------------------------------------------------------------------------
5,256,916 TTL to CMOS translating input buffer circuit with dual thresholds
for high dynamic current and low static current
- --------------------------------------------------------------------------------
<PAGE>
Patents to be assigned to Fairchild
- --------------------------------------------------------------------------------
Patent No. Title
- ---------- -----
- --------------------------------------------------------------------------------
5,258,665 AC Miller-Killer circuit for LZ transitions
- --------------------------------------------------------------------------------
5,289,056 BiCMOS input buffer circuit with integral passgate
- --------------------------------------------------------------------------------
5,310,055 Magazine and shipping tray for lead frames
- --------------------------------------------------------------------------------
5,323,068 Lower power low temperature ECL output driver circuit
- --------------------------------------------------------------------------------
5,331,224 ICCT leakage current interrupter
- --------------------------------------------------------------------------------
5,338,978 Full swing power down buffer circuit with multiple power supply
isolation
- --------------------------------------------------------------------------------
5,346,842 Method of making alternate metal/source virtual ground flash EPROM
cell array
- --------------------------------------------------------------------------------
5,357,471 Fault locator architecture and method for memories
- --------------------------------------------------------------------------------
5,359,301 Process-, temperature-, and voltage-compensation for ECL delay cells
- --------------------------------------------------------------------------------
5,359,301 Process- temperature and voltage compensation for ECL delay cells
- --------------------------------------------------------------------------------
5,365,479 Row decoder and driver with switched-bias bulk regions
- --------------------------------------------------------------------------------
5,367,645 Modified interface for parallel access EPROM
- --------------------------------------------------------------------------------
5,371,030 Method of fabricating field oxide isolation for a contactless flash
EPROM array
- --------------------------------------------------------------------------------
5,379,254 Asymmetrical alternate metal virtual ground EPROM array
- --------------------------------------------------------------------------------
5,379,302 ECL test access port with low power control
- --------------------------------------------------------------------------------
5,381,061 Overvoltage tolerant output buffer circuit
- --------------------------------------------------------------------------------
5,397,725 Method of controlling oxide thinning in an EPROM or flash memory
array
- --------------------------------------------------------------------------------
5,408,147 VCC translator circuit
- --------------------------------------------------------------------------------
5,412,238 Source coupling, split-gate, virtual ground flash EEPROM array
- --------------------------------------------------------------------------------
5,418,474 Circuit for reducing transient simultaneous conduction
- --------------------------------------------------------------------------------
5,449,633 Method for fabricating an ultra-high-density alternate metal
virtual ground ROM
- --------------------------------------------------------------------------------
5,455,732 Buffer protection against output-node voltage excursions
- --------------------------------------------------------------------------------
5,463,332 Multiple differential input ecl or/nor-gate
- --------------------------------------------------------------------------------
5,482,819 Photolithographic process for reducing repeated defects
- --------------------------------------------------------------------------------
5,489,861 High power, edge controlled output buffer
- --------------------------------------------------------------------------------
5,497,475 Configurable integrated circuit having true and shadow EPROM
registers
- --------------------------------------------------------------------------------
5,508,642 Series gated emitter coupled logic circuit providing closely spaced
output voltages
- --------------------------------------------------------------------------------
5,517,459 Memory with multiple erase modes
- --------------------------------------------------------------------------------
5,521,789 BiCMOS electrostatic discharge protection circuit
- --------------------------------------------------------------------------------
5,576,988 Secure Non volatile memory array
- --------------------------------------------------------------------------------
NS3222 Serial Input automatic block skipping feature
- --------------------------------------------------------------------------------
NS3345 Reset Stretcher
- --------------------------------------------------------------------------------
NS3435 Automated Dynamic Threshold
- --------------------------------------------------------------------------------
NS3436 Overvoltage tolerant CMOS transfer gate
- --------------------------------------------------------------------------------
NS3477 EEPROM programming voltage switch for two arrays on a single die
- --------------------------------------------------------------------------------
NS3514 A field coupled gate BUS architecture using trench
- --------------------------------------------------------------------------------
Total 151
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 1.5
ASSIGNED TRADEMARKS
<PAGE>
<TABLE>
<CAPTION>
REP513G LIMBACH AND H L.L.P. DRAFT
REPORT DATE EP-96 TRADEMARK PROPER___________ NATIONAL SEMICONDUCTOR CORPORATION
APPLN # REG # AFFID DATE
FILE NUMBER TRADEMARK COUNTRY FILE DATE REG DATE REN DATE CLASS GOODS DESCRIPTION COMMENTS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 1.13
CO-OWNED MASKWORKS
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
Exhibit 1.15 (partial)
Historical, Obsoleted Discrete Product/Families
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
EXHIBIT 1.18
NATIONAL'S KNOWLEDGE
Donald MacLeod
John M. Clark, III
Richard D. Crowley
Tom Humphrey
Mark Grant
<PAGE>
EXHIBIT 1.19
LICENSED PATENTS
Patents to be licensed by NSC to Fairchild
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
<PAGE>
EXHIBIT 1.20
HISTORICALLY UTILIZED PROCESSES
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
Licensed Processes
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
Exhibit 1.20
Historical, inactive processes
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
Exhibit 1.23 (partial)
Historical, Logic Products/Families
ID Family
- -- ------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
Exhibit 1.24 (partial)
Historical, Obsoleted Memory Products/Families
Products
- --------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
Exhibit 2.1(a)
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
EXHIBIT 6.2(f)
CROSS-LICENSE AGREEMENTS
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
FAIRCHILD FOUNDRY SERVICES AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
THIS FAIRCHILD FOUNDRY SERVICES AGREEMENT ("Agreement") is dated and
made effective this 11th day of March, 1997 (the "Effective Date") by and
between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation, having its
principal place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 ("National") and FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware
corporation, having its principal place of business at 333 Western Avenue, South
Portland, Maine 04106 ("Fairchild"). National and/or Fairchild may be referred
to herein as a "Party" or the "Parties" as the case may require.
WITNESSETH:
WHEREAS, the Parties have entered into a certain Asset Purchase
Agreement (hereinafter referred to as the "Purchase Agreement") under which
Fairchild is acquiring certain of the assets of National's Logic, Memory and
Discrete Power and Signal Technologies Business Units as historically conducted
and accounted for (including Flash Memory, but excluding Public Networks,
Programmable Products and Mil/Aero Logic Products) (the "Business"); and
WHEREAS, pursuant to the transactions contemplated in the Purchase
Agreement, Fairchild is acquiring National's manufacturing facilities in South
Portland, Maine (excluding the eight-inch fab and related facilities); West
Jordan, Utah; and Penang, Malaysia, and Cebu, the Philippines; and
WHEREAS, after the closing of the transactions contemplated by the
Purchase Agreement Fairchild will own and operate the Facilities; and
WHEREAS, National, using proprietary processes, has been
manufacturing silicon wafers containing certain integrated circuits at the
Facilities; and
WHEREAS, National is conveying to Fairchild certain intellectual
property rights pursuant to the Technology Licensing and Transfer Agreement
between National and Fairchild, of even date herewith; and
WHEREAS, National and Fairchild desire to enter into an agreement
under which Fairchild will continue to provide certain manufacturing services to
National following the closing of the transactions contemplated by the Purchase
Agreement; and
<PAGE>
WHEREAS, National and Fairchild recognize that the prices National
shall pay to Fairchild for silicon wafers manufactured pursuant to this
Agreement are determined based on the collateral transactions and ongoing
relationship between the Parties as expressed in the Purchase Agreement, Revenue
Side Letter between National and Fairchild of even date herewith (the "Revenue
Side Letter") and the other Operating Agreements (as defined in Paragraph 7.1);
and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the closing of the transactions contemplated by the Purchase
Agreement.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations hereinafter set forth, the
Parties hereto, intending to be legally bound hereby, do agree as follows:
1.0 DEFINITIONS
1.1 "Acceptance Criteria" shall mean the electrical parameter testing,
process control monitor ("PCM") and other inspections for each
Product and/or Process as set forth in Exhibit F hereto, all of
which are to be performed by Fairchild prior to shipment of Wafers
hereunder.
1.2 "Best Efforts" shall require that the obligated Party make a
diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require
any material expenditure of funds or the incurrence of any
material liability on the part of the obligated Party, which
expenditure or liability is unreasonable in light of the related
objective, nor does it require that the obligated Party act in a
manner which would otherwise be contrary to prudent business
judgment or normal commercial practices in order to accomplish the
objective. The fact that the objective is not actually
accomplished is no indication that the obligated Party did not in
fact utilize its Best Efforts in attempting to accomplish the
objective.
1.3 "Confidential Information" shall have the meaning set forth in
Paragraph 16.1 below.
1.4 "Effective Date" shall mean the date first set forth above.
-2-
<PAGE>
1.5 "Equivalent Wafers" for wafers manufactured at the South Portland,
Maine six inch fab shall mean the actual number of wafers in a
given Process multiplied by the process complexity factor for that
Process, as set forth in Exhibit A hereto; and for wafers
manufactured in a four or five inch fab, Equivalent Wafers shall
mean the number of six inch equivalent wafers.
1.6 "Facilities" shall mean the existing wafer fabrication facilities
located at South Portland, Maine (excluding the eight inch
fabrication facility of which National is retaining ownership) and
West Jordan, Utah, transferred to Fairchild from National pursuant
to the Purchase Agreement.
1.7 "Fairchild" shall mean Fairchild Semiconductor Corporation and its
Subsidiaries.
1.8 "Fairchild Assured Capacity" shall mean the capacity that
Fairchild agrees to supply National pursuant to Section 5 below.
1.9 "Masks" shall mean the masks and reticle sets, including the mask
holders and ASM pods, for the Products and Wafers used to
manufacture Products hereunder.
1.10 "National" shall mean National Semiconductor Corporation and its
Subsidiaries.
1.11 "Processes" shall mean those National proprietary wafer
manufacturing processes and associated unit processes to be used
in the fabrication of Wafers hereunder which are set forth in
Exhibit A hereto, as such processes shall be modified from time to
time as agreed in writing by the Parties.
1.12 "Products" shall mean National's integrated circuit products which
will be manufactured by Fairchild in wafer form for National
hereunder and which are identified by National's part numbers
listed in Exhibit B hereto, which exhibit may be amended from time
to time as the parties may agree.
1.13 "Quality and Reliability Criteria" shall mean National's
manufacturing process quality and reliability specifications, as
set forth in the revision of National Specification CP0008 which
is in effect as of the Effective Date, and which are to be
followed
-3-
<PAGE>
by Fairchild in manufacturing Wafers hereunder.
1.14 "Specifications" shall mean the technical specifications (such as
Mask ID, Process Flow and Sort/Test) as listed in Exhibit B for
each of the Products as provided in this Agreement.
1.15 "Subsidiary" shall mean any corporation, partnership, joint
venture or similar entity more than fifty (50%) owned or
controlled by a Party hereto, provided that any such entity shall
no longer be deemed a Subsidiary after such ownership or control
ceases to exist.
1.16 "Technology Licensing and Transfer Agreement" shall mean the
agreement of even date herewith between the Parties under which
National is licensing and transferring certain intellectual
property rights to Fairchild.
1.17 "Wafers" shall mean four-inch (4"), five-inch (5") and/or six-inch
(6") silicon wafers for any of the Products to be manufactured by
Fairchild hereunder.
1.18 "Wafer Module" shall mean the Fairchild four-inch (4"), five-inch
(5"), and six-inch (6") wafer fabrication units in South Portland,
Maine and the six-inch (6") wafer fabrication unit in West Jordan,
Utah.
2.0 INTELLECTUAL PROPERTY/NON-COMPETE
2.1 The provisions of the Technology Licensing and Transfer Agreement
will govern all issues related to the respective intellectual
property rights of the Parties hereunder, to include but not be
limited to, use rights, ownership rights and indemnification
obligations.
2.2 All manufacturing of Wafers shall take place at the Facilities.
Fairchild shall not transfer any National-owned intellectual
property or technical information outside of the Facilities or to
any other site, other than as may be permitted under the
Technology Licensing and Transfer Agreement.
2.3 During the term of this Agreement, including all extensions hereto
and any subsequent ramp-down period provided under Paragraph 15.1,
Fairchild will not develop, manufacture (except for National
hereunder), market or sell any integrated circuit that has
-4-
<PAGE>
substantially the same specifications as any Product.
3.0 PROCESSES
3.1 Exhibit A lists the Processes which Fairchild shall use in
manufacturing Wafers hereunder for National. Exhibit A may be
amended from time to time by mutual agreement in writing of the
Parties, as new processes are developed and older Processes become
obsolete.
3.2 After qualification is successfully completed for any Product to
be manufactured under this Agreement, if Fairchild desires to make
material Process changes affecting form, fit or function,
Fairchild will notify National of the intended change in
accordance with Fairchild's process change procedures then in
effect. If the proposed changes are unacceptable to National,
National and Fairchild shall work together in efforts to resolve
the problem and qualify the changed Process for making Wafers. If
during the first thirty-nine (39) fiscal periods of this Agreement
the Parties are unable to resolve the problem, Fairchild shall
continue to run the unmodified Process to supply Wafers pursuant
to this Agreement. After the first 39 fiscal periods of this
Agreement, if the Parties are unable to resolve the problem,
Fairchild shall have the right to make such Process changes upon
the provision of ninety (90) days prior written notice to
National.
3.3 Should Fairchild elect to discontinue a Process, it must give
National written notice of no less than twenty-four (24) fiscal
periods prior to the date it intends to discontinue any Process in
the ABiC family and written notice of no less than twelve (12)
fiscal periods for any other Process, or its future amended form.
In no event, however may Fairchild discontinue any Process during
the first thirty-nine (39) fiscal periods of this Agreement unless
National agrees. Subsequent to Fairchild's notice of Process
discontinuance, Fairchild will make provisions with National for
Last Time Buys, and commit to ship all Wafers requested in such
Last Time Buys as the Parties may negotiate.
If Fairchild is unable to deliver Wafers due to a Process
discontinuance during any ramp down phase occurring after the
first 39 fiscal periods, then any ramp-down revenue obligations of
National associated
-5-
<PAGE>
with Wafers to be manufactured under that Process will be
discharged in full.
3.4 National shall have the right, in its sole discretion, to
establish an alternative source of manufacturing for any Process.
In support of any Process transfer required to establish such
alternate source, Fairchild shall make available to National
process characterization data, where such data exists at the time
of such request, and all applicable manufacturing specifications,
including run cards and complete unit process specifications for
the Processes. In further support of such transfer, National may
contract with Fairchild, at a cost to be negotiated, for up to
thirteen (13) man weeks of engineering services. If such services
are required away from the Facilities, National shall also pay
reasonable travel and per diem expenses for the Fairchild
engineers providing such services.
3.5 There are currently a number of Processes under development at the
Facilities. Attached as Exhibit C hereto is a listing of said
Processes, the timetable and milestones to completion for each and
the funding which National shall pay Fairchild for such
development services. Fairchild will utilize its Best Efforts to
complete all development work successfully in accordance with
Exhibit C. National may terminate such development services prior
to completion thereof only after three (3) months prior written
notice to Fairchild. The rights of the Parties to any intellectual
property resulting from such development work shall be governed by
the terms of the Technology Transfer and License Agreement.
4.0 EXISTING PRODUCTS; SET UP AND QUALIFICATION OF NEW PRODUCTS; MODIFICATION
OF EXISTING PRODUCTS
4.1 For each new Product that National proposes to have Fairchild
manufacture, National will provide to Fairchild in advance the
Specifications and design layout of the Product for review and
comment by Fairchild. The Parties will also agree on the
Acceptance Criteria, including electrical test parameters, and
Quality and Reliability Criteria for the prototype Wafers to be
manufactured for the new Product during the qualification process.
4.2 An initial data base for Mask generation or pattern generation, or
acceptable production Masks will be
-6-
<PAGE>
provided by National to Fairchild, per Fairchild specifications
for large die, at National's expense, for each new Product to be
fabricated for National. In the alternative, National may provide
Fairchild with prime die design data and Fairchild will provide
the frame and fracture services and procure the Mask set at
National's expense. After receipt of the initial data base, or
pattern generation tape, or master or sub-master Mask set,
additional and/or replacement Mask sets shall be the
responsibility and expense of Fairchild. All such data bases,
pattern generation tapes and Mask sets shall be the property of
National, regardless of whether they were initially supplied by
National or replaced by Fairchild.
4.3 As soon as practical following agreement on the items in Paragraph
4.1 above, and following receipt of a written purchase order from
National, Fairchild will begin manufacture of twelve (12)
prototype Wafers for such Product as is specified in the purchase
order. Fairchild will perform the electrical testing specified in
the initial Acceptance Criteria and supply the test data to
National with the prototype Wafers. Fairchild's obligation shall
be limited to providing Wafers that meet the applicable PCM
specifications and the associated test data. National will
promptly inspect the prototype Wafers and notify Fairchild in
writing of the results. If the prototype Wafers do not meet the
Acceptance Criteria and Quality and Reliability Criteria, the
Parties will cooperate in good faith to determine the reason for
such failure.
4.4 In connection with the completion of the qualification process for
any new Product, National will deliver to Fairchild final
Specifications for the Product incorporating any changes agreed in
writing by the Parties during the qualification process. The
Parties will also negotiate for each Product the final Acceptance
Criteria and Quality and Reliability Criteria to be used for the
commercial production lots of Wafers.
4.5 Unless otherwise agreed in writing, production quantities of
Wafers of a new Product will not be manufactured prior to
completion of the qualification process under this Section 4. In
the event that National desires for Fairchild to manufacture
production quantities, the Parties will agree in writing on the
terms before Fairchild accepts the purchase
-7-
<PAGE>
order.
4.6 If either National or Fairchild desires to make any changes to the
final Specifications, Acceptance Criteria or Quality and
Reliability Criteria for any existing Product, that Party shall
notify the other Party in writing and negotiate the changes in
good faith, including any changes in prices required by such
modifications. A modification to any of the foregoing will be
binding only when a writing to which such modification is attached
has been signed by both Parties as provided in this Agreement. The
Parties will separately negotiate the price and terms of any
prototype Wafers required in connection with such change.
4.7 Fairchild may at its discretion declare a Product obsolete if such
Product has not been run in production for a minimum of six (6)
fiscal periods. Fairchild must provide National with twelve (12)
months prior written notice of an obsolescence declaration and
make reasonable provisions with National for a Last Time Buy for
such Product. Within thirty (30) days after completing production
of National's Last Time Buy, Fairchild shall return all data bases
and Masks for such Product to National.
5.0 CAPACITY; VOLUME COMMITMENTS; PRODUCTION PLANNING
5.1 All planning herein will be done under National's accounting
calendar which currently divides its fiscal year into four (4)
equal fiscal quarters, each of which consists of three (3) fiscal
periods. The first two (2) periods of each quarter are of four (4)
weeks in duration and the third period is of five (5) weeks
duration.
5.2 Two (2) weeks prior to the end of each National fiscal period
National will provide in writing to Fairchild a baseline quantity
of Wafers, set forth in terms of Wafer starts per Wafer Module,
for the next eight (8) fiscal periods (the "Capacity Request").
For the South Portland, Maine facility the Capacity Request shall
clearly state each Wafer in terms of 6" Equivalent Wafers.
Equivalency factors are set forth in Exhibit A. For the West
Jordan, Utah facility the Capacity Request shall be stated in
terms of the Process required to manufacture the Wafers.
National's initial Capacity Request and Fairchild's
-8-
<PAGE>
Assured Capacity response formats are set forth in Exhibit D.
5.3 Each fiscal period National may change the Capacity Request in
accordance with the following table, provided that the maximum
Capacity Request for each Wafer Module does not exceed National's
share of each Wafer Module's installed equipment capacity as
provided herein. Any changes outside those permitted under the
following table must be by written agreement of the Parties.
Fiscal Periods in
the Capacity Request Permitted Changes
-------------------- -----------------
Period 1 Fixed
Period 2 +/-10%
Period 3 +/-15%
Period 4 +/-20%
Period 5 +/-25%
Period 6 +/-30%
Period 7 +/-35%
Period 8 +/-40%
5.4 National's share of a Wafer Module's installed equipment capacity
will equal the previous Fairchild Assured Capacity for that Wafer
Module, plus that percentage of any excess capacity available in
the Wafer Module equal to National's percentage of the currently
utilized capacity in said Wafer Module. Installed equipment
capacity by Wafer Module in South Portland, Maine is set forth
below:
Wafer Module Annual Capacity
------------ ---------------
FM Class 1 6" 133,000 Equivalent Wafer
starts
FM Class 100 4" 180,000 Wafer starts
(6" equivalent)
FM Class 100 5" 110,000 Wafer starts
(6" equivalent)
As no excess capacity exists in West Jordan, Utah, Fairchild
hereby commits the following capacities to National for each
National fiscal year:
FY 1998 19,400 Wafer starts
FY 1999 7,000 Wafer starts
FY 2000 0 Wafer starts
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5.5 One (1) work week after receipt of the Capacity Request, Fairchild
shall provide National with a response to such Capacity Request,
the "Fairchild Assured Capacity". The Fairchild Assured Capacity
must guarantee the amount requested in National's latest Capacity
Request, provided that any changes to National's latest Capacity
Request are within the limits of Paragraph 5.3. Fairchild shall
utilize its Best Efforts to comply with any requests by National
for capacity above those which are permitted under Paragraph 5.3.
In any case, Fairchild shall be obligated hereunder to provide
National with the Wafer starts guaranteed in the Fairchild Assured
Capacity response. The initial Fairchild Assured Capacity response
will be the last one provided prior to the Effective Date. Set
forth below are two examples of the foregoing:
Example #1 The new Capacity Request is less than the last
Fairchild Assured Capacity response.
<TABLE>
<CAPTION>
Period A B C D E F G H
------ - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Last Capacity Request 100 100 100 100 100 100 100 100
Last Fairchild Assured Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 90 85 80 75 70 65 65
New Fairchild Assured Capacity 100 90 85 80 75 70 65 65
</TABLE>
Example #2 The new Capacity Request is greater than
the last Fairchild Assured Capacity response.
<TABLE>
<CAPTION>
Period A B C D E F G H
------ - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Last Capacity Request 100 100 100 100 100 100 100 100
Last Fairchild Assured Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 110 115 120 125 130 135 135
New Fairchild Assured Capacity 100 110 115 120 125 130 135 135
</TABLE>
5.6 The timetable for the rolling eight fiscal period Capacity
Request, the Fairchild Assured Capacity response, purchase order
release and detailed device level Wafer starts request for the
next fiscal period are set forth in Exhibit D hereto.
6.0 PURCHASE ORDERS
6.1 All purchases and sales between Fairchild and National shall be
initiated by National's issuance of written purchase orders sent
by either first class mail or facsimile. By written agreement of
the Parties, purchase orders may also be sent and
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<PAGE>
acknowledged by electronic data exchange or other mutually
satisfactory system. Such "blanket" purchase orders shall be
issued once per fiscal quarter for Wafers to be delivered three
(3) fiscal periods in the future. They shall state the Wafer
quantities (specifying whether equivalents or actual) by Wafer
Module, and shipping and invoicing instructions. Fairchild shall
accept purchase orders through a written or electronic
acknowledgment. Within a reasonable time after receipt of
National's detailed device level Wafer starts request for the next
fiscal period, Fairchild shall provide National with a Product
delivery schedule either on a weekly basis as the Wafers are
started or for the Wafer starts for the entire fiscal period, as
the parties may agree in writing. The purchase orders may utilize
the first three (3) fiscal periods forecast in the eight period
rolling forecast supplied pursuant to Section 5, as the embodiment
of the purchase order for specifying the Wafer quantity by Wafer
Module and Process, and whether sorted or unsorted.
6.2 In the event of any conflict between the terms and conditions of
this Agreement and either Party's purchase order, acknowledgment,
or similar forms, priority shall be determined as follows:
(a) typewritten or handwritten terms on the face of a written
purchase order, acknowledgment or similar document or in the
main body of an electronic equivalent which have been
specifically accepted in writing by the other Party's
Program Manager;
(b) the terms of this Agreement;
(c) preprinted terms incorporated in the purchase order,
acknowledgment or similar document.
6.3 Consistent with standard practices of issuing specific device
level details of part numbers to be fabricated on a weekly or
periodic basis, National may unilaterally change the part number
to be manufactured, provided that Fairchild agrees that the change
does not negatively impact Fairchild's loadings and provided
further that there is no change in the Process flow to be used. A
change that will negatively impact loading or alter the Process
flow may only be directed upon Fairchild's written
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<PAGE>
agreement, which shall utilize its Best Efforts to comply with
such requested change. The specific part number detail shall be
submitted by first class mail or facsimile. By written agreement
of the Parties, specific part number detail may also be sent by
electronic data exchange, or other mutually satisfactory system.
6.4 National shall request delivery dates which are consistent with
Fairchild's reasonable lead times for each Product as indicated at
the time National's purchase order is placed. Notwithstanding the
foregoing, Fairchild shall utilize its Best Efforts to accommodate
requests by National for quick turnarounds or "hot lots", which
includes prototype lots. Hot lot cycle times and the premiums to
be paid therefor are listed in Exhibit K.
6.5 Fairchild may manufacture lots of any size which satisfy the
requirements of effective manufacturing. However, National must
place orders for full flow and prototype Products in increments of
twelve (12) or twenty-four (24) Wafers. For personalized ASIC
Wafers drawn from mid-flow inventories, the smallest quantity that
shall be ordered by National is three (3) Wafers, except for
Wafers manufactured in the five-inch (5") fab, in which case the
smallest quantity that can be ordered is six (6) Wafers.
7.0 PRICES AND PAYMENT
7.1 The Parties hereby acknowledge that, as part of the collateral
transactions contemplated under the Purchase Agreement and ongoing
relationship between the Parties they have entered into the
Revenue Side Letter under which National has agreed to provide a
minimum revenue of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] periods
after the Effective Date. National shall discharge its obligations
under the Revenue Side Letter by purchasing goods and services
under this Agreement, a corresponding Fairchild Assembly Services
Agreement, and a Mil/Aero Wafer and Services Agreement of even
date herewith (collectively the "Operating Agreements"). Set forth
herein at Exhibit N is the forecasted volume of Wafers, by Wafer
Module and Process, that National will purchase from Fairchild
during the
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<PAGE>
aforementioned thirty-nine fiscal periods (the "Forecast
Volumes"). The Forecast Volumes are for pricing purposes under
this Section 7 only and may vary in magnitude and mix in practice,
whereupon the prices applicable to the revised magnitude and mix
may also vary. The Forecast Volumes will be reviewed and updated
by the Parties every [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] fiscal
periods and shall be consistent with the principles of
manufacturing set forth in Exhibit O.
7.2 Set forth in Exhibit N hereto are the prices which National shall
pay to Fairchild for Wafers manufactured hereunder during the
first [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] fiscal periods of this
Agreement. The prices in Exhibit N for fiscal periods
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] are for information purposes
only and are based on the Parties' best estimate of projected
volumes and costs. Set forth herein at Exhibit M is the forecast
capacity utilization and associated fixed costs of the Fairchild
FM 6001 six-inch fab by both National and Fairchild for the term
of this Agreement.
7.3 The prices which National shall pay to Fairchild for Wafers
manufactured hereunder after the first [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] periods of this Agreement shall be determined as set
forth herein in Exhibit L. The pricing methodology to be followed
hereunder will depend on the Wafer Module in which the Wafers are
being manufactured. In addition, Products that qualify will be
subject to a die cost adjustment as provided in Exhibit E.
7.4 For purposes of Exhibit L, National, or any "Big 6" accounting
firm designated by National, shall have reasonable rights to audit
not more than twice each fiscal year the books and records of
Fairchild relevant to the pricing terms of this Agreement in order
to come to agreement with Fairchild with regard to Fairchild's
actual manufacturing costs.
7.5 Prices are quoted and shall be paid in U.S. Dollars. Such prices
shall be on an FOB ship point basis. Payment terms are net thirty
(30) from date
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<PAGE>
of invoice. Miscellaneous services may be invoiced separately.
7.6 National shall pay, in addition to the prices quoted or invoiced,
the amount of any freight, insurance, special handling and duties.
National shall also pay all sales, use, excise or other similar
tax applicable to the sale of goods or provision of services
covered by this Agreement, or National shall supply Fairchild with
an appropriate tax exemption certificate.
7.7 National shall in no event be required to pay prices in excess of
those charged by Fairchild for other third party foundry
customers, for substantially similar products sold on
substantially similar terms (e.g., volume, payment terms,
manufacturing criteria, contractual commitments vs. spot buys,
etc.). In the event Fairchild desires to perform such foundry
services for other third party customers at such lower prices,
Fairchild shall immediately notify National and National shall
begin receiving the benefit of such lower price at the same time
as such other third party customer. This Paragraph 7.7 shall not
apply to the prices to be paid by National hereunder for the first
twelve (12) fiscal periods of this Agreement, or if National fails
to honor its fixed commitments under Section 5 and to the extent
that such sales by Fairchild to third party foundry customers are
only made in an attempt to make up for any underutilization of
capacity thereby caused by National.
8.0 OTHER MANUFACTURING SERVICES
8.1 At National's request, Fairchild will perform Wafer sort and test
services based on sort and test programs prepared, owned and
otherwise proprietary to National. Towards that end, National
shall supply Fairchild with National-owned specific probe cards,
load boards and test software in order that Fairchild may provide
such services. Wafer sort shall be priced by hours of active
sorting, with specific prices as set forth in Exhibit G, and
specific sort times as set forth in Exhibit B.
8.2 At National's request, Fairchild will perform separate epitaxial
deposition services for National for
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<PAGE>
Wafers not otherwise manufactured by Fairchild hereunder. The
general principles set forth in Sections 5 and 6 above shall apply
to such services, with epitaxial deposition services being treated
as a separate Wafer Module with its respective Capacity Request
and Fairchild Assured Capacity, but the lead time for epitaxial
deposition shall be one (1) fiscal period. Prices shown in Exhibit
N for Wafer foundry services include epitaxial deposition where
appropriate. Otherwise, prices for such services are set forth in
Exhibit G.
8.3 At National's request, Fairchild shall continue to provide certain
ongoing operational support services (the "Miscellaneous Support
Services") to National at the same level of support that was in
effect as of the Effective Date as listed in Exhibit J hereto
consisting of: (i) those services which will be provided to
National at no charge; and (ii) those services which will be
provided at the prices set forth in Exhibit J on a purchase order
basis. Operational support services not shown in Exhibit J will be
provided on a purchase order basis at prices to be negotiated by
the Parties case-by-case.
8.4 In support of the Processes and those manufacturing processes
listed in Exhibit C, Fairchild will make available design support
information including the following items:
(a) Layout design rules.
(b) Industry standard models for active devices (BSIM3v3 for
CMOS devices and Gummel-Poon with parasitics for bipolar
devices) representing nominal conditions and performance
corners.
(c) Industry standard models, as stated in the National NTPRS
document in effect as of the Effective Date, for parasitic
elements, such as interconnect resistances and capacitances,
sheet resistivities of all conducting layers, parasitic
capacitances for diffused areas, and so forth, including
additional elements or devices intended for mixed-signal
applications.
(d) Process cross sections, if not already available at
National.
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<PAGE>
(e) Sufficient sizing and PCM information to assure the
integrity of Masks ordered in support of Products to be
manufactured.
(f) Yield models plus applicable current and forecast
parameters such as Ys and Do for those models.
This information should be in the form of at least one controlled
paper copy or electronic access to a controlled copy. National, at
its discretion, may request a controlled electronic copy of the
required information in lieu of the paper copy. Fairchild will
provide the foregoing services at no charge to National, limited
to those engineering services performed as of the Effective Date.
Any additional requests are subject to fees set forth in Exhibit
J.
9.0 DELIVERY; RESCHEDULING AND CANCELLATION
9.1 Fairchild shall make reasonable and diligent efforts to deliver
Wafers on the delivery dates specified in the Product delivery
schedule provided by Fairchild pursuant to Paragraph 6.1. Any
shipment made within fifteen (15) days before or after the
shipment date(s) specified in said Product delivery schedule shall
constitute timely shipment. Partial shipments will be allowed and
may be invoiced separately. A delivery will be considered
conforming if it contains a quantity equal to plus or minus five
percent (5%) of the quantity ordered.
9.2 If Fairchild has not made shipment of Products within fifteen (15)
days after the shipment date specified in the Product delivery
schedule provided by Fairchild pursuant to Paragraph 6.1, National
shall have the right, subject to Paragraph 19.2, to cancel that
portion of its purchase order pertaining to such Products, but
only in the event that National's customer for those Products has
cancelled its order with National for such Products.
Notwithstanding the foregoing, if Fairchild has not made shipment
of Products within thirty (30) days after the shipment date
specified in the Product delivery schedule, National shall have
the right, subject to Paragraph 19.2, in its
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<PAGE>
sole discretion, to cancel that portion of its purchase order
pertaining to such Products, regardless of whether National's
customer has cancelled its order with National or not. In either
event, any obligation of National under its Capacity Request
and/or any commitment to Fairchild under the Revenue Side Letter
associated with such cancelled purchase order shall be discharged
in full and National shall have no liability whatsoever to
Fairchild therefore.
9.3 All Wafers delivered pursuant to the terms of this Agreement shall
be suitable, packed for shipment in Fairchild's standard
containers, marked for shipment to National's address set forth in
the applicable purchase order and delivered to a carrier or
forwarding agent chosen by National. Should National fail to
designate a carrier, forwarding agent or type of conveyance,
Fairchild shall make such designation in conformance with its
standard shipping practices. Shipment will be F.O.B. shipping
point, at which time risk of loss and title shall pass to
National. Shipments will be subject to incoming inspection as set
forth in Paragraph 10.2 below.
9.4 To facilitate the inspection of Product deliveries to National,
lot integrity shall be maintained on all such deliveries, unless
specifically waived by mutual agreement of the Parties.
9.5 Subject to the provisions of Section 6, National may cancel any
purchase order upon at least one (1) week's notice prior to the
commencement of manufacturing without charge, provided that
National reimburses Fairchild for the cost of any unique raw
materials purchased for such order.
9.6 National may request that Fairchild stop production of Wafers in
process for National's convenience and Fairchild shall consider
stopping depending on the point of process. In such event,
National shall pay for all Wafers at the agreed price, subject to
a negotiated adjustment based upon the degree of completion of the
Wafers and whether or not Fairchild is able to utilize the
unfilled capacity. Fairchild will, if reasonably practicable,
restart production of stopped Wafers one time within a reasonable
time after receipt of a written request from National, subject to
National's payment of any
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<PAGE>
additional expenses incurred. Sections 10, 11 and 12 of this
Agreement shall not apply to Wafers stopped under this Paragraph
9.6 for more than thirty (30) days, nor shall Fairchild make any
commitments of yield with respect to such Wafers.
9.7 In the event that National elects to maintain an inventory of
partially finished Wafers, ownership of the partially finished
Wafers will pass to National when they reach the holding point
defined by the relevant Process flow. Fairchild will invoice
National for such Wafers, but they will be stored under clean-room
conditions and remain in the Wafer processing WIP management
system. Fairchild will inform National of the number and types of
these Wafers remaining in inventory at the end of each fiscal
period. Further, the electronic records and physical inventory
shall be available for inspection by National at any time.
Fairchild shall credit National with the amount previously
invoiced for any such Wafers at such time as they are restarted in
the Process flow.
9.8 As of 12:01 A.M. on the Effective Date, National will own all
Wafers located at the Facilities which Fairchild has commenced
processing but which have not yet been completed in accordance
with the pertinent Process flow. Unless expressly directed in
writing by National otherwise, Fairchild shall continue to process
each Wafer to a normal state of completion in the applicable Wafer
Module. National shall pay Fairchild for the accumulated
additional processing costs, plus a twenty-five percent (25%) mark
up, for the additional processing taking place on and after the
Effective Date. The provisions of Sections 10, 11 and 12 hereof
shall specifically apply to all such Wafers.
10.0 QUALITY CONTROL AND INSPECTION; AND RELIABILITY
10.1 Fairchild will manufacture Wafers in accordance with the Quality
and Reliability Criteria for the applicable Product. Prior to
shipment, Fairchild will perform the electrical parameter testing
and other inspections specified to be performed by it in the
applicable Acceptance Criteria on each Wafer lot manufactured.
Fairchild will only ship those Wafer lots that successfully pass
the applicable Acceptance Criteria. Fairchild will
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<PAGE>
electronically provide National with the electrical test data
specified in the applicable Acceptance Criteria. Wafers will be
laser scribed with lot and wafer number for statistical monitoring
and lot number traceability.
10.2 National shall promptly provide for inspection and testing of each
shipment of Wafers upon receipt in accordance with the Acceptance
Criteria and shall notify Fairchild in writing of acceptance of
the Wafers. If National has not given written notice to Fairchild
of rejection of all or part of a shipment within thirty (30) days
of receipt, National will be deemed to have accepted such Wafers.
In the event any lot or Wafer is found to fail the Acceptance
Criteria prior to final acceptance, National shall promptly return
it to Fairchild, together with all test data and other information
reasonably required by Fairchild. Upon confirmation by Fairchild
that such Wafers fail the Acceptance Criteria, Fairchild shall
replace such lot or Wafer on a timely basis.
10.3 National shall promptly provide for yield probe tests to be
conducted on the Wafers and communicate the results of the tests
to Fairchild within thirty (30) days of receipt of Wafers from
Fairchild. The right to return any Wafers for low yield shall be
governed by Section 11 below.
10.4 MPS-3-000 (Material Procurement Specification) - General
Provisions and Quality Requirements for External (Non-National)
Wafer Fab Facilities and MPS-3-001 (Material Procurement
Specification) - Technical Requirements for CMOS Processing are
the National policies for the purchase of integrated circuits from
independent suppliers. These policies as in effect at the
Effective Date shall provide criteria for the initial and
continuing qualification of the Facilities and evaluation of
Wafers manufactured by Fairchild hereunder. To the extent that
those policies are not inconsistent with the provisions of this
Agreement, National shall not be required to accept delivery of
any Wafers hereunder if Fairchild fails to comply with said
policies or such other similar policies as may be mutually agreed
to in writing by the Parties.
10.5 Fairchild hereby warrants that the South Portland, Maine Facility
currently is, and will remain
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throughout the term of this Agreement, ISO9000 certified.
Fairchild further warrants that the West Jordan, Utah Facility
currently is, and will remain throughout the term of this
Agreement, ISO9000 and AEC-100 certified.
11.0 MINIMUM YIELD ASSURANCES
11.1 Fairchild will guarantee a minimum yield assurance ("MYA") on a
per Product basis for those Wafers fabricated and probed by
Fairchild. For Wafers not sorted by Fairchild the MYA limits will
apply only to Wafers whose substandard yield is caused by
materials or Fairchild's workmanship. MYAs shall function as a
reliability screen hereunder for maverick Wafers, via standard
sort test results and yield.
11.2 The baseline yield and initial MYA for each Product to be
manufactured by Fairchild hereunder is set forth in Exhibit B
hereto.
11.3 For a new Product, the baseline yield and MYA will be established
after a minimum of twenty (20) Wafer lot runs have been tested to
production released test programs. A new baseline yield and MYA
will be calculated whenever National makes any modifications to
said test programs.
11.4 For Products that qualify for die cost sharing, as provided in
Exhibit E, the baseline Net Die Per Wafer (NDPW) for the Product
will be used for defining the MYA. For all other Products, each
fiscal quarter, each Product's baseline yield will be calculated
using the previous fiscal quarter's results, or the previous
twenty (20) Wafer lot runs if less than twenty (20) Wafer lot runs
were processed in said previous quarter. The mean and standard
deviation (sigma) yield for a Product, will be calculated using
individual Wafer data. Zero yielding Wafers will be excluded from
such calculations. The results of such calculations will be used
in defining the MYA for that Product for the quarter in which the
calculations are made, but only if the mean yield changes by more
than +/- 2%.
11.5 MYA will be determined as follows. For purposes of Wafers
manufactured in South Portland, Maine,
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<PAGE>
Wafers which yield less than sixty (60%) percent of the mean will
be considered discrepant and may be returned for full credit at
National's discretion. For purposes of Wafers manufactured in West
Jordan, Utah, Wafers which yield less than mean minus six sigma,
as determined according to National Specification SS4908 in the
version extant as of the Effective Date, will be considered
discrepant and may be returned for full credit at National's
discretion. In no event shall Fairchild accept returns of Wafers
on non-released products.
11.6 National shall provide yield analysis information on Wafers
returned to Fairchild under this Section 11, in order to assist
Fairchild in continuous Process improvement.
11.7 In the event of an extended period of substandard yields on a
Product, Fairchild will utilize its Best Efforts to correct any
Process related causes and the Parties will negotiate in good
faith to make up for the Process related yield loss experienced by
National and its customers.
12.0 WARRANTY
12.1 Fairchild warrants that the Wafers delivered hereunder shall meet
the Quality and Reliability Criteria and shall be free from
defects in material and Fairchild's workmanship under normal use
for a period of one (1) year from the date of delivery. If, during
the one year period:
(i) Fairchild is notified in writing promptly upon discovery
with a detailed description of any such defect in any
Product (at which time Fairchild shall issue a return
material authorization number to National), and;
(ii) National returns such Product to the applicable Facility
at National's expense for inspection; and
(iii) Fairchild's examination of such Product reveals that the
Product is indeed defective and does not meet the
applicable Quality and Reliability Criteria or is
defective in materials or Fairchild's workmanship and such
problems are not caused by accident,
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<PAGE>
abuse, misuse, neglect, improper storage, handling,
packaging or installation, repair, alteration or improper
testing or use by someone other than Fairchild
then, within a reasonable time, Fairchild, at its sole option,
shall either replace or credit National for such defective
Product. Fairchild shall return any Products replaced under this
warranty to National, transportation prepaid, and shall reimburse
National for the transportation charges paid by National in
returning such defective Products to Fairchild.
12.2 THE FOREGOING WARRANTY CONSTITUTES FAIRCHILD'S EXCLUSIVE
LIABILITY, AND NATIONAL'S EXCLUSIVE REMEDY, FOR ANY BREACH OF
WARRANTY. EXCEPT AS SET FORTH HEREIN, FAIRCHILD MAKES AND NATIONAL
RECEIVES NO WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND FAIRCHILD SPECIFICALLY
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
13.0 ON-SITE INSPECTION AND INFORMATION
13.1 Fairchild shall allow National and/or National's customers to
visit and evaluate the Facilities during normal business hours as
part of established source inspection programs, it being
understood and agreed between National and Fairchild that National
must obtain the concurrence of Fairchild for the scheduling of all
such visits, which such concurrence shall not be unreasonably
withheld. It is anticipated that such visits will occur no more
than once per quarter on average.
13.2 Upon National's written request, Fairchild will provide National
with process control information, to include but not be limited
to: process and electrical test yield results, current process
specifications and conformance to specifications; calibration
schedules and logs for equipment; environmental monitor
information for air, gases and DI water; documentation of operator
qualification and training; documentation of traceability through
Fairchild's operation; and Fairchild verification information.
Except for exigent circumstances, such requests shall not be made
more than twice per year for a given category
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of information.
14.0 PRODUCT ENGINEERING SUPPORT
14.1 The Parties will cooperate in allowing National employees to have
reasonable access to the Facilities during the term of this
Agreement (the "National Engineering Team"), in order to assist in
Product developments and improvements. Fairchild will provide
reasonable office space to the National Engineering Team, if
required on a temporary basis not to exceed sixty (60) days per
occurrence, at no expense to National. Should the National
Engineering Team require long term, dedicated office space,
National agrees to pay Fairchild the overhead cost associated with
such space. The National Engineering Team will comply with all
applicable Fairchild regulations in force at the Facilities and
National hereby agrees to hold Fairchild harmless for any damages
or liability caused by any member of the National Engineering
Team, which are attributable to: (i) the negligence or willful
malfeasance of such member, and (ii) any failure by such member to
comply with Fairchild's regulations in force at the Facilities or
with applicable law.
14.2 Fairchild shall assist the efforts of the National Engineering
Team and provide National with reasonable and timely support.
14.3 Fairchild shall assist National in any efforts to identify any
reliability problems that may arise in a Product. National shall
correct Product related problems and Fairchild shall correct all
Process related problems.
15.0 TERM AND TERMINATION
15.1 The term of this Agreement shall be thirty-nine (39) fiscal
periods from the Effective Date; provided, however, that the
Parties shall not less than eight (8) fiscal periods prior to the
end of such thirty-ninth (39th) fiscal period determine in good
faith either an extension to this Agreement or a ramp-down
schedule of production so as to minimize disruption to both
Parties. If the Parties are unable to agree on the terms governing
a ramp-down, National shall be allowed to reduce
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its purchase commitment by not more than twenty percent (20%) per
fiscal quarter, starting one fiscal quarter after the initial
thirty-nine (39) fiscal period term of this Agreement. National
will provide Fairchild with not less than ninety (90) days prior
written notice of any such reduction.
15.2 This Agreement may be terminated, in whole or in part, by one
Party sending a written notice to the other Party of the
termination of this Agreement, which notice specifies the reason
for the termination, upon the happening of any one or more of the
following events:
(a) the other Party is the subject of a petition filed in a
bankruptcy court of competent jurisdiction, whether
voluntary or involuntary, which petition in the event of an
involuntary petition is not dismissed within sixty (60)
days; if a receiver or trustee is appointed for all or a
substantial portion of the assets of the other Party; or if
the other Party makes an assignment for the benefit of its
creditors; or
(b) the other Party fails to perform substantially any material
covenant or obligation, or breaches any material
representation or warranty provided for herein; provided,
however, that no right of termination shall arise hereunder
until sixty (60) days after receipt of written notice by the
Party who has failed to perform from the other Party,
specifying the failure of performance, and said failure
having not been remedied or cured during said sixty (60) day
period.
15.3 Upon termination of this Agreement, all rights granted hereunder
shall immediately terminate and each Party shall return to the
other Party any property belonging to the other Party which is in
its possession, except that Fairchild may continue to retain and
use any rights or property belonging to National solely for the
period necessary for it to finish manufacturing the currently
forecasted Fairchild Assured Capacity and/or complete any
production ramp-down activity. Nothing in this Section 15 is
intended to relieve either Party of any liability for any payment
or other obligations
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<PAGE>
existing at the time of termination.
15.4 The provisions of Sections 2, 12, 16, 17 and Paragraphs 19.5 and
19.8 shall survive the termination of this Agreement for any
reason.
16.0 EXPORT CONTROL
16.1 The Parties acknowledge that each must comply with all rules and
laws of the United States government relating to restrictions on
export. Each Party agrees to use its Best Efforts to obtain any
export licenses, letters of assurance or other documents necessary
with respect to this Agreement.
16.2 Each Party agrees to comply fully with United States export laws
and regulations, assuring the other Party that, unless prior
authorization is obtained from the competent United States
government agency, the receiving Party does not intend and shall
not knowingly export or re-export, directly or indirectly, any
Wafers, Products, technology or technical information received
hereunder, that would be in contravention of any laws and
regulations published by any United States government agency.
17.0 CONFIDENTIALITY
17.1 For purposes of this Agreement, "Confidential Information" shall
mean all proprietary information, including National and/or
Fairchild trade secrets relating to the subject matter of this
Agreement disclosed by one of the Parties to the other Party in
written and/or graphic form and originally designated in writing
by the disclosing Party as Confidential Information or by words of
similar import, or, if disclosed orally, summarized and confirmed
in writing by the disclosing Party within thirty (30) days after
said oral disclosure, that the orally disclosed information is
Confidential Information.
17.2 Except as may otherwise be provided in the Technology Licensing
and Transfer Agreement, each Party agrees that it will not use in
any way for its own account, or for the account of any third
party, nor disclose to any third party except pursuant to this
-25-
<PAGE>
Agreement, any Confidential Information revealed to it by the
other Party. Each Party shall take every reasonable precaution to
protect the confidentiality of said information. Each Party shall
use the same standard of care in protecting the Confidential
Information of the other Party as it normally uses in protecting
its own trade secrets and proprietary information.
17.3 Notwithstanding any other provision of this Agreement, no
information received by a Party hereunder shall be Confidential
Information if said information is or becomes:
(a) published or otherwise made available to the public other
than by a breach of this Agreement;
(b) furnished to a Party by a third party without restriction on
its dissemination;
(c) approved for release in writing by the Party designating
said information as Confidential Information;
(d) known to, or independently developed by, the Party receiving
Confidential Information hereunder without reference to or
use of said Confidential Information; or
(e) disclosed to a third party by the Party transferring said
information hereunder without restricting its subsequent
disclosure and use by said third party.
17.4 In the event that either Party determines on the advice of its
counsel that it is required to disclose any information pursuant
to applicable law or receives any demand under lawful process to
disclose or provide information of the other Party that is subject
to the confidentiality provisions hereof, such Party shall notify
the other Party prior to disclosing and providing such information
and shall cooperate at the expense of the requesting Party in
seeking any reasonable protective arrangements requested by such
other Party. Subject to the foregoing, the Party that receives
such request may thereafter disclose or provide information to the
extent required by such law (as so advised by counsel) or by
lawful
-26-
<PAGE>
process.
18.0 REPORTS AND COMMUNICATIONS
18.1 Each Party hereby appoints a Program Manager whose
responsibilities shall include acting as a focal point for the
technical and commercial discussions between them related to the
subject matter of this Agreement, to include monitoring within his
or her respective company the distribution of Confidential
Information received from the other Party and assisting in the
prevention of the unauthorized disclosure of Confidential
Information within the company and to third parties. The Program
Managers shall also be responsible for maintaining pertinent
records and arranging such conferences, visits, reports and other
communications as are necessary to fulfill the terms and
conditions of this Agreement. The names, addresses and telephone
numbers of the Program Managers will be communicated between the
Parties from time to time.
19.0 GENERAL
19.1 AMENDMENT: This Agreement may be modified only by a written
document signed by duly authorized representatives of the Parties.
19.2 FORCE MAJEURE: A Party shall not be liable for a failure or delay
in the performance of any of its obligations under this Agreement
where such failure or delay is the result of fire, flood, or other
natural disaster, act of God, war, embargo, riot, labor dispute,
unavailability of raw materials or utilities (provided that such
unavailability is not caused by the actions or inactions of the
Party claiming force majeure), or the intervention of any
government authority, providing that the Party failing in or
delaying its performance immediately notifies the other Party of
its inability to perform and states the reason for such inability.
19.3 ASSIGNMENT: This Agreement may not be assigned by any Party hereto
without the written consent of the other Party; provided that
Fairchild may assign its rights but not its obligations hereunder
as collateral security to any bona fide financial institution
engaged in acquisition financing in the
-27-
<PAGE>
ordinary course providing financing to consummate the transactions
contemplated by the Purchase Agreement or any bona fide financial
institution engaged in acquisition financing in the ordinary
course through whom such financing is refunded, replaced, or
refinanced and any of the foregoing financial institutions may
assign such rights in connection with a sale of Fairchild or the
Business in the form then being conducted by Fairchild
substantially as an entirety. Subject to the foregoing, all of the
terms and provisions of this Agreement shall be binding upon, and
inure to the benefit of, and shall be enforceable by, the
respective successors and assigns of the Parties hereto.
19.4 COUNTERPARTS: This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original
and all of which together shall constitute but one and the same
instrument.
19.5 CHOICE OF LAW: This Agreement, and the rights and obligations of
the Parties hereto, shall be interpreted and governed in
accordance with the laws of the State of California, without
giving effect to its conflicts of law provisions.
19.6 WAIVER: Should either of the Parties fail to exercise or enforce
any provision of this Agreement such failure shall not be
construed as constituting a waiver or a continuing waiver of its
rights to enforce such provision or right or any other provision
or right. Should either of the Parties waive any provision or
right under this Agreement, such waiver shall not be construed as
constituting a waiver of any other provision or right.
19.7 SEVERABILITY: If any provision of this Agreement or the
application thereof to any situation or circumstance shall be
invalid or unenforceable, the remainder of this Agreement shall
not be affected, and each remaining provision shall be valid and
enforceable to the fullest extent.
19.8 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
RESULTING FROM THE OTHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM
UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE, OR USE OF
ANY GOODS OR SERVICES SOLD PURSUANT HERE-
-28-
<PAGE>
TO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER THE NONPERFORMING
PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.
19.9 EFFECT OF HEADINGS: The headings and sub-headings contained herein
are for information purposes only and shall have no effect upon
the intended purpose or interpretation of the provisions of this
Agreement.
19.10 INTEGRATION: The agreement of the Parties, which is composed of
this Agreement and the Exhibits hereto and the documents referred
to herein, constitutes the entire agreement and understanding
between the Parties with respect to the subject matter of this
Agreement and integrates all prior discussions and proposals
(whether oral or written) between them related to the subject
matter hereof.
19.11 PUBLIC ANNOUNCEMENT: Prior to the closing of the transactions
contemplated under the Purchase Agreement, neither Fairchild nor
National shall, without the approval of the other Party hereto,
make any press release or other public announcement concerning the
terms of the transactions contemplated by this Agreement, except
as and to the extent that any such Party shall be so obligated by
law, in which case the Party shall use its Best Efforts to advise
the other Party thereof and the Parties shall use their Best
Efforts to cause a mutually agreeable release or announcement to
be issued; provided that the foregoing shall not preclude
communications or disclosures necessary to (a) implement the
provisions of this Agreement or (b) comply with accounting,
securities laws and Securities and Exchange Commission disclosure
obligations. Fairchild shall provide National with a reasonable
opportunity to review and comment on any references to National
made by Fairchild (and shall not include any such references to
National without the written consent of National, which consent
shall not be unreasonably withheld or delayed) in any written
materials that are intended to be filed with the Securities and
Exchange Commission in connection with obtaining financing
required to effect the transactions contemplated in connection
with the Purchase Agreement or intended to be distributed to
prospective purchasers pursuant to an offering made under Rule
144A promulgated
-29-
<PAGE>
under the Securities Act of 1933 in connection with obtaining such
financing.
19.12 NO PARTNERSHIP OR AGENCY CREATED: Nothing contained herein or done
pursuant to this Agreement shall constitute the Parties as
entering upon a joint venture or partnership, or shall constitute
either Party the agent for the other Party for any purpose or in
any sense whatsoever.
19.13 BINDING EFFECT: This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of the
Parties hereto and to their respective successors and assigns.
19.14 NOTICES: All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when
received if personally delivered; when transmitted if transmitted
by telecopy, electronic or digital transmission method; the day
after it is sent, if sent for next day delivery to a domestic
address by a recognized overnight delivery service (e.g. Federal
Express) and upon receipt, if sent by certified or registered
mail, return receipt requested. In each case notice shall be sent
to:
National: National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
MS 16-135
Santa Clara, CA 95052-8090
Attn: General Counsel
FAX: (408) 733-0293
Fairchild: Fairchild Semiconductor Corporation
MS 01-00 (General Counsel)
333 Western Avenue
South Portland, ME 04106
FAX: (207) 761-6020
or to such other place as such Party may designate as to itself by
written notice to the other Party.
-30-
<PAGE>
IN WITNESS WHEREOF, the Parties have had this Agreement executed
by their respective duly authorized officers on the day and date first written
above. The persons signing warrant that they are duly authorized to sign for and
on behalf of the respective parties.
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ John M. Clark III
----------------------------------
Title: Senior Vice President
FAIRCHILD SEMICONDUCTOR CORPORATION
By: /s/ Joseph R. Martin
----------------------------------
Title: Executive Vice President, CFO
-31-
<PAGE>
EXHIBIT A
PROCESSES
4-inch Wafer Process Flows: Fairchild Maine Fab 4100
- --------------------------------------------------------------------------------
Process Description and
Process Name Acceptance Specification Status
- --------------------------------------------------------------------------------
ANALOG 5(mu) Bipolar Process Prod
Spec: Exhibit F - Fab 4100 "ANALOG"
- --------------------------------------------------------------------------------
BUS 4(mu) Bipolar, Low Power Schottky optimized for Prod
Bus Interface applications
Spec: Exhibit F - Fab 4100 "BUS"
- --------------------------------------------------------------------------------
CGS 4(mu) Bipolar, Low Power Schottky optimized for Prod
Clock Generator applications
Spec: Exhibit F - Fab 4100 "CGS"
- --------------------------------------------------------------------------------
DRAM 3(mu) FAST, Bipolar Schottky optomized for DRAM Prod
controller applications
Spec: Exhibit F- Fab 4100 "DRAM"
- --------------------------------------------------------------------------------
DTCOMM 3(mu) FAST, Bipolar Schottky optimized for data Prod
communications applications
Spec: Exhibit F - Fab 4100 "DTCOMM"
- --------------------------------------------------------------------------------
DTP 4(mu) Bipolar, Low Power Schottky Prod
Spec: Exhibit F- Fab 4100 "DTP"
- --------------------------------------------------------------------------------
LAN 4(mu) Bipolar, Low Power Schottky optimized for Prod
LAN applications
Spec: Exhibit F- Fab 4100 "LAN"
- --------------------------------------------------------------------------------
PTP 4(mu) Bipolar, Low Power Schottky optimized for Prod
point-to-point applications
Spec: Exhibit F - Fab 4100 "PTP"
- --------------------------------------------------------------------------------
PTPCMOS 4(mu) Si Gate CMOS optimized for point-to-point Prod
applications
Spec: Exhibit F - Fab 4100 "PTPCMOS"
- --------------------------------------------------------------------------------
RTCCMOS 3(mu) Si Gate CMOS optimized for real time clock Prod
applications
Spec: Exhibit F - Fab 4100 "RTCCMOS"
- --------------------------------------------------------------------------------
<PAGE>
5 inch Wafer Process Flows: Fairchild Maine Fab 5100
- --------------------------------------------------------------------------------
Process Name Process Description and
Acceptance Specification Status
- --------------------------------------------------------------------------------
GA20 2(mu) FACT Gate Arrays Prod
Spec: Exhibit F - Fab 5100 "GA20"
- --------------------------------------------------------------------------------
ALS15 1.5(mu) Bipolar, Low Power Schottky for Read Prod
Channel circuits
Spec: Exhibit F - Fab 5100 "ALS15"
- --------------------------------------------------------------------------------
CGSP/E 2.5(mu) HCMOS Prod
Spec: Exhibit F - Fab 5100 "GCSP/E"
- --------------------------------------------------------------------------------
6-inch Wafer Process Flows: Fairchild Maine Fab 6001
- --------------------------------------------------------------------------------
Process Description and Equivalency
Process Name Acceptance Specification Weight Status
- --------------------------------------------------------------------------------
ABIC2L ABiC-4 with two layers of metal, with a 1.65 Dev
mid-flow inventory point for subsequent 06
ASIC personalization. 0.8u BiCMOS
Spec: Exhibit F - Fab 6001 "ABIC2L &
ABIC2LM"
- --------------------------------------------------------------------------------
ABIC2LM ABiC-4 with two layers of metal, for use 1.65 Prod
in RF products. 0.8(mu) BiCMOS
Spec: Exhibit F - Fab 6001 "ABIC2L &
ABIC2LM"
- --------------------------------------------------------------------------------
ABIC3L ABiC-4 with three layers of metal, with 1.85 Dev
a mid-flow inventory point for 06
subsequent ASIC personalization.
0.8(mu) BiCMOS
Spec: Exhibit F - Fab 6001 "ABIC3L & ABIC4L"
- --------------------------------------------------------------------------------
ABIC4L ABiC-4 with four layers of metal, with a 2.00 Dev
mid-flow inventory point for subsequent 06
ASIC personalization. 0.8(mu) BiCMOS
Spec: Exhibit F - Fab 6001 "ABIC3L &
ABIC4L"
- --------------------------------------------------------------------------------
ABIC52L ABiC-5 with two layers of metal and 1.65 Dev
0.5(mu), three sided emitter, for use in 06
RF products. CMOS remains at 0.8(mu)
Spec: Exhibit F - Fab 6001 "ABIC52L"
- --------------------------------------------------------------------------------
-2-
<PAGE>
- --------------------------------------------------------------------------------
BUS 1.0(mu) BiCMOS (1.0BCT) 1.5 Prod
Spec: Exhibit F - Fab 6001 "BUSA & CGS10"
- --------------------------------------------------------------------------------
CS080C 0.8(mu) Core CMOS, with two layers of 1.0 Prod
metal and W-plug contact structure.
Spec: Exhibit F - Fab 6001 "CS080C"
- --------------------------------------------------------------------------------
CS080CB1 BiCMOS version of CS080, with two layers 1.45 Prod
of metal and isolated NMOS devices
Spec: Exhibit F - Fab 6001 "CS080CB1"
- --------------------------------------------------------------------------------
CS080CBTX BiCMOS version of CS080, with two layers 1.27 Prod
of metal and conventional epi, emulating
CS080AB run in Texas
Spec: Exhibit F - Fab 6001 "CS080CBTX"
- --------------------------------------------------------------------------------
CS080CBIHY BiCMOS version of CS080, with two layers 1.45 Dev
of metal, isolated NMOS devices, high 06
voltage NPN and Schottky diode
Spec: Exhibit F - Fab 6001 "CS080CBIHY"
- --------------------------------------------------------------------------------
CS080CBIP BiCMOS version of CS080, with two layers 1.45 Dev
of metal, isolated NMOS devices and 06
double poly capacitor
Spec: Exhibit F - Fab 6001 "CS080CBIP"
- --------------------------------------------------------------------------------
CS080CBIVU BiCMOS version of CS080, with two layers 1.45 Dev
of metal isolated NMOS devices and 04
vertical PNP device
Spec: Exhibit F - Fab 6001 "CS080CBIVU"
- --------------------------------------------------------------------------------
CGS10 1.0(mu) BiCMOS (1.0BCT) 1.5 Prod
Spec: Exhibit F - Fab 6001 "BUS & CGS10"
- --------------------------------------------------------------------------------
-3-
<PAGE>
6-inch Wafer Process Flows: Fairchild Utah Fab 3
- --------------------------------------------------------------------
Process Name Process Description and
Acceptance Specification Status
- --------------------------------------------------------------------
CE80SLM 0.8(mu) EPROM process with one layer of Prod
metal and AMG style cells
Spec: SOP-3060, TS-3020, TS-3021 (Salt
Lake)
- --------------------------------------------------------------------
CE080DLM 0.8(mu) EPROM process with two layers of Prod
metal and AMG style cells
Spec: SOP-3060, TS-3020, TS-3021 (Salt
Lake)
- --------------------------------------------------------------------
CS100P 1.0(mu) Core CMOS process, with Prod
poly-to-poly capacitor and two layers of
metal
Spec: SOP-3060, TS-3020, TS-3021 (Salt
Lake)
- --------------------------------------------------------------------
CS100HE2 Dense EEPROM variation of CS100, with Prod
double poly and double metal
Spec: SOP-3060, TS-3020, TS-3021 (Salt
Lake)
- --------------------------------------------------------------------
CS80SG Low density EEPROM variation of CS080 Dev 07
with double poly and double metal
Spec: SOP-3060, TS-3020, TS-3021 (Salt
Lake)
- --------------------------------------------------------------------
CS80SG3 Low density EEPROM variation of CS080 Dev 06
with double poly and triple metal
Spec: SOP-3060, TS-3020, TS-3021 (Salt
Lake)
- --------------------------------------------------------------------
CS065SE Dense EEPROM variation of CS065S, with Dev 05
double poly and double metal
Spec: SOP-3060, TS-3020, TS-3021 (Salt
Lake)
- --------------------------------------------------------------------
The following process flows are being discontinued, and no long term
manufacturing commitment can be supported.
- --------------------------------------------------------------------
Process Description and
Process Name Acceptance Specification Status
- --------------------------------------------------------------------
CE130 1.2(mu) EPROM process with one layer of Obsolete
metal and "Split Gate" style cells on
Spec: SOP-3060, TS-3020, TS-3021 (Salt 4/20/97
Lake)
- --------------------------------------------------------------------
-4-
<PAGE>
Exhibit B
Product List and Supporting Data
Products manufactured in West Jordan, Utah
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Division Business AFM Product ID PDI Code Process Flow Sort Test Sort MYA Baseline Die Cost Share
Unit Wafer/Hour Yield
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Analog DAP A7 ADC12062 ADC1206BZ6 CS100HE2 N/A N/A 48% 80%
Analog Mil 1T KSD64 KSD64A CS100HE2 N/A N/A N/A N/A
Analog DAP A5 LM75 LM75A CS100HE2 Versatest V210 N/A 51% 85% Yes
Analog DAP AT LM78 LM78A CS100HE2 N/A 0.88 45% 75%
Analog POWER 6J LM3810 LM3810A CS100HE2 N/A N/A N/A N/A
Analog FPD G2 LMC8310 LMC8310A CS100HE2 N/A N/A N/A N/A
Analog AMPS G2 LMC6953 LMC6953A CS100HE2 N/A N/A 50% 84%
Analog AMPS 6J LMC6980 LMC6980A CS080SG N/A N/A N/A N/A
Analog POWER 6J LM3621A LM3621A CS100HE2 N/A N/A N/A N/A
Analog POWER 6J LM3641 LM3641B CS100HE2 N/A N/A N/A N/A
Analog POWER 2U LP3470 LP3470AZ CS100HE2 N/A N/A N/A N/A
PSD MICRO 2U COP7C256 COP7C256B CE80SLM Versatest V2 0.4 44% 73% Yes
PSD MICRO 2U COP7C257 COP7C257B CE80SLM Versatest V2 0.4 44% 73% Yes
PSD MICRO 2U COP8780 COP8780C CE130 Versatest V2 N/A 47% 79%
PSD MICRO 2U NMC8C64 NMC8C64A CE130 Versatest V2 1.5 52% 87% Yes
PSD MICRO 2U COP87SAC COP87SACA CE80DLM Versatest V2 0.6 51% 81% Yes
PSD MICRO 2U COP8SAA7 COP8SAA7A CE80DLM Versatest V2 0.3 53% 85%
PSD MICRO 2U CR16AHT7 CR16AHT7A CE80DLM Versatest V2 0.8 20% 33%
PSD MICRO 2U CR16MHR5 CR16MHR5A CS065SE Versatest V2 0.8 N/A N/A
PSD MICRO 2U CR16MHR6 CR16MHR6A CS065SE Versatest V2 2.4 N/A N/A
</TABLE>
All devices which show N/A for sort are sorted eithr in Santa Calra or Malacca
(NSC)
<PAGE>
Exhibit B
Product List and Supporting Data
Products manufactured in Arlington, Texas
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Division Business AFM Product ID PDI Code Process Flow Sort Test Sort MYA Baseline Die Cost
Unit Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Memory E2PROM 84 NMC24C16A CS160/EE Megatest Q2/52 1.50 55% 92%
Memory E2PROM 84 NMC25C14A CS160/EE Megatest Q2/52 0.35 55% 92%
Memory E2PROM 84 NMC59C16A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC66C02A CS160/EE Megatest Q2/52 1.50 55% 92% Yes
Memory E2PROM 84 NMC66C04A CS160/EE Megatest Q2/52 0.67 55% 92%
Memory E2PROM 84 NMC66C06A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC66C08A CS160/EE Megatest Q2/52 0.75 55% 92%
Memory E2PROM 84 NMC66C16A CS160/EE Megatest Q2/52 1.50 55% 92%
Memory E2PROM 84 NMC66C46A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC66C47A CS160/EE Megatest Q2/52 0.92 55% 92% Yes
Memory E2PROM 84 NMC66C56A CS160/EE Megatest Q2/52 1.33 55% 92% Yes
Memory E2PROM 84 NMC66C57A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC66C66A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC88C06A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC88C11A CS200B/EE Megatest Q2/52 0.67 55% 92%
Memory E2PROM 84 NMC88C46A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC88C47A CS160/EE Megatest Q2/52 0.92 55% 92%
Memory E2PROM 84 NMC93C06A CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC93C07B CS160/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC93C11A CS160/EE Megatest Q2/52 0.67 55% 92%
Memory E2PROM 84 NMC93C46C CS160/EE Megatest Q2/52 1.00 55% 92% Yes
Memory E2PROM 84 NMC93C47A CS200B/EE Megatest Q2/52 0.92 55% 92%
Memory E2PROM 84 NMC93C55A CS200B/EE Megatest Q2/52 1.20 55% 92%
Memory E2PROM 84 NMC93C56B CS200B/EE Megatest Q2/52 1.33 55% 92%
Memory E2PROM 84 NMC93C57C CS200B/EE Megatest Q2/52 0.40 55% 92%
Memory E2PROM 84 NMC93C66A CS200B/EE Megatest Q2/52 1.00 55% 92%
Memory E2PROM 84 NMC95C12A CS160/EE Megatest Q2/52 0.33 55% 92%
Memory E2PROM 84 NMC93C12C CS160/EE Megatest Q2/52 0.33 55% 92%
Logic CMOS W1 GTLP16612B6B CS080A Megatest Q2/52 Non-sort 55% 92%
</TABLE>
<PAGE>
Exhibit B
Product List and Supporting Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Sort Test Sort MYA Baseline Die Cost
Flow Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG COMLINEAR R3 307010A6B 307010A6B-BAA ABIC2LM NATIONAL N/A N/A N/A
ANALOG COMLINEAR R3 397012A6B 397012A6B-BAA ABIC2LM NATIONAL N/A N/A N/A
ANALOG COMLINEAR R4 397013B6B 397013B6B-BBA ABIC2LM NATIONAL N/A N/A N/A
ANALOG COMLINEAR R4 397013B6B 397013B6B-BCA ABIC2LM NATIONAL N/A N/A N/A
ANALOG COMLINEAR R4 387017A6B 387017A6B-BAA ABIC2LM NATIONAL N/A N/A N/A
ANALOG INTERFACE BUS 4K DM8640A4B DM8640A4B-TAB BUS MCT20XX 2.4 50% 83%
CIRCUIT
ANALOG INTERFACE BUS 4K DM8641A4B DM86414B-TAB BUS MCT20XX 2.4 53% 89%
CIRCUIT
ANALOG INTERFACE BUS 4K DM8833B4B DM8833B4B-TAB BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DM8834B4B DM8834B4B-TAB BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DM8835B4B DM8835B4B-TAB BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DM8836B4B DM8836B4B-TAB BUS MCT20XX 2.4 50% 83%
CIRCUIT
ANALOG INTERFACE BUS 4K DM8837B4B DM8837B4B-TAB BUS MCT20XX 2.4 50% 83%
CIRCUIT
ANALOG INTERFACE BUS 4K DM8838A4B DM8838A4B-TAB BUS MCT20XX 2.4 58% 96%
CIRCUIT
ANALOG INTERFACE BUS 4K DM8839B4B DM8839B4B-TAB BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DP7303C4B DP7303C4B-TAA BUS MCT20XX 2.4 58% 96%
CIRCUIT
ANALOG INTERFACE BUS 4K DP7304C4B DP7304C4B-TAA BUS MCT20XX 2.4 52% 86%
CIRCUIT
ANALOG INTERFACE BUS 4K DP7307C4B DP7307C4B-TAA BUS MCT20XX 2.4 50% 83%
CIRCUIT
ANALOG INTERFACE BUS 4K DP7308C4B DP7308C4B-TAA BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DS1662C4B DS1662C4B-TAA BUS MCT20XX 2.4 53% 88%
CIRCUIT
ANALOG INTERFACE BUS 4K DS1667C4B DS1667C4B-TAA BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DS1776Z4B DS1776Z4B-TAA BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DS1772Z4B DS1777Z4B-TAA BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K DS55160C4B DS55160C4B-TAA BUS MCT20XX 2.4 55% 91%
CIRCUIT
ANALOG INTERFACE BUS 4K DS55161C4B DS55161C4B-TAA BUS MCT20XX 2.4 53% 88%
CIRCUIT
ANALOG INTERFACE BUS 4K DS55162C4B DS55162C4B-TAA BUS MCT20XX 2.4 53% 88%
CIRCUIT
ANALOG INTERFACE BUS 4K DS76S10A4B DS76S10A4B-TAA BUS MCT20XX 2.4 58% 96%
CIRCUIT
ANALOG INTERFACE BUS 4K DS76S11A4B DS76S11A4B-TAA BUS MCT20XX 2.4 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K T3883B6B T3883B6B-BAB BUS BCT1.0 MCT20XX 1.9 N/A N/A
CIRCUIT
ANALOG INTERFACE BUS 4K T3884B6B T3884B6B-BGA BUS BCT1.0 MCT20XX 1.9 51% 85%
CIRCUIT
ANALOG INTERFACE BUS 4K T3886B6B T3886B6B-BLA BUS BCT1.0 MCT20XX 1.9 52% 86%
CIRCUIT
ANALOG INTERFACE DATACOM H1 DS1691A4B DS1619A4B-TAA DTCOMM MCT20XX 2.4 55% 91%
ANALOG INTERFACE DATACOM H1 DS26LS31B4B DS26LS31B4B-TAA DTCOMM MCT20XX 2.4 55% 96% YES
ANALOG INTERFACE DATACOM H1 DS26LS31B4B DS26LS31B4B-TAA/E DTCOMM MCT20XX 2.4 55% 92%
ANALOG INTERFACE DATACOM H1 DS26LS32B4B DS26LS32B4B-TAA DTCOMM MCT20XX 2.4 56% 93% YES
ANALOG INTERFACE DATACOM H1 DS26LS32B4B DS26LS32B4B-TAA/E DTCOMM MCT20XX 2.4 N/A N/A
ANALOG INTERFACE DATACOM H1 DS26LS33B4B DS26LS33B4B-TAA DTCOMM MCT20XX 2.4 55% 92% YES
ANALOG INTERFACE DATACOM H1 DS347B4B DS3487B4B-TAA DTCOMM MCT20XX 2.0 56% 94% YES
ANALOG INTERFACE DATACOM H1 DS3586A4B DS3586A4B-TAA DTCOMM MCT20XX 2.0 58% 96% YES
ANALOG INTERFACE DATACOM H1 DS3587B4B DS3587B4B-TAA DTCOMM MCT20XX 2.0 N/A N/A
ANALOG INTERFACE DATACOM H1 DS7632A4B DS7632A4B-TAA DTCOMM MCT20XX 1.2 57% 95%
ANALOG INTERFACE DATACOM H1 DS7632A4B DS7632A4B-TAA/E DTCOMM MCT20XX 1.2 55% 92%
ANALOG INTERFACE DATACOM H1 DS7633A4B DS7633A4B-TAA DTCOMM MCT20XX 1.2 55% 92%
ANALOG INTERFACE DATACOM H1 DS78C120A4B DS78C120A4B-TAA DTCOMM MCT20XX 2.0 55% 92%
ANALOG INTERFACE DATACOM H1 DS78C120A4B DS78C120A4B-TAA/E DTCOMM MCT20XX 2.0 N/A N/A
ANALOG INTERFACE DATACOM H1 DS78LS120A4B DS78LS120A4B-TAA DTCOMM MCT20XX 2.0 N/A N/A
ANALOG INTERFACE DATACOM H1 DS78LS120A4B DS78LS120A4B-TAA/E DTCOMM MCT20XX 2.0 N/A N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Sort Test Sort MYA Baseline Die Cost
Flow Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG INTERFACE DATACOM H1 DS8921A4B DS8921A4B-TAA DTCOMM MCT20XX 2.4 56% 94%
ANALOG INTERFACE DATACOM H1 DS8922A4B DS89922A4B-TAA DTCOMM MCT20XX 2.4 54% 90%
ANALOG INTERFACE DATACOM H1 DS8923A4B DS8923A4B-TAA DTCOMM MCT20XX 2.4 55% 92%
ANALOG INTERFACE DATACOM H1 DS8925B4B DS8925B4B-TBA DTCOMM MCT20XX 2.4 53% 89%
ANALOG INTERFACE DATACOM H1 DS8926A4B DS8926A4B-TAA-PQ DTCOMM MCT20XX 2.4 N/A N/A
ANALOG INTERFACE DATACOM H1 DS8933A4B DS8933A4B-TAA DTCOMM MCT20XX 2.4 54% 90%
ANALOG INTERFACE DATACOM H1 DS8934A4B DS8934A4B-TAA DTCOMM MCT20XX 2.4 50% 84%
ANALOG INTERFACE DATACOM H1 DS8935A4B DS8935A4B-TAA DTCOMM MCT20XX 2.4 N/A N/A
ANALOG INTERFACE DATACOM H1 DS8936A4B DS8936A4B-TAA-PQ DTCOMM MCT20XX 2.4 N/A N/A
ANALOG INTERFACE DATACOM H1 9636A4B 9636A4B-TAA DTCOMM MCT20XX 2.2 55% 92%
ANALOG INTERFACE DATACOM H1 9637A4B 9637A4B-TBA DTCOMM MCT20XX 2.2 57% 95%
ANALOG INTERFACE DATACOM H1 9638A4B 9638A4B-TDB DTCOMM MCT20XX 2.2 55% 92%
ANALOG INTERFACE DATACOM H1 9638A4B 9638A4B-TDB/E DTCOMM MCT20XX 2.2 N/A N/A
ANALOG INTERFACE DATACOM H1 9639A4B 9639A4B-TAA DTCOMM MCT20XX 2.2 57% 95%
</TABLE>
<PAGE>
Exhibit B
Product List and Supporting Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Flow Sort Test Sort MYA Baseline Die Cost
Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG INTERFACE MULTIPOINT 80 DM8830E4B DM8830E4B-TAB DTP MCT20XX 2.1 55% 92%
ANALOG INTERFACE MULTIPOINT 80 DM8830E4B DM8830E4B-TAB/D DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DM8831B4B DM8831B4B-TAB DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DM8832B4B DM8832B4B-TAB DTP MCT20XX 2.1 53% 89%
ANALOG INTERFACE MULTIPOINT 80 DM8832B4B DM8832B4B-TAB/E DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DS16195C4B DS16195C4B-TBA DTP MCT20XX 2.1 56% 93% YES
ANALOG INTERFACE MULTIPOINT 80 DS16196B4B DS16196B4B-TAA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DS16196C4B DS16196C4B-TAA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DS1650A4B DS1650A4B-TAA DTP MCT20XX 2.1 57% 95%
ANALOG INTERFACE MULTIPOINT 80 DS1652A4B DS16542A4B-TAA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DS1695A4B DS1695A4B-TBA DTP MCT20XX 2.1 55% 92% YES
ANALOG INTERFACE MULTIPOINT 80 DS1696A4B DS1696A4B-TAA DTP MCT20XX 2.1 56% 94%
ANALOG INTERFACE MULTIPOINT 80 DS1697A4B DS1697A4B-TAA DTP MCT20XX 2.1 58% 97%
ANALOG INTERFACE MULTIPOINT 80 DS1698A4B DS1698A4B-TAA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DS36276C4B DS36276C4B-TAA DTP MCT20XX 2.1 41% 69%
ANALOG INTERFACE MULTIPOINT 80 DS36277C4B DS36277C4B-TAA DTP MCT20XX 2.1 54% 90% YES
ANALOG INTERFACE MULTIPOINT 80 DS3695A4B DS3695A4B-TAA DTP MCT20XX 2.1 55% 92%
ANALOG INTERFACE MULTIPOINT 80 DS75113A4B DS75113A4B-TAB DTP MCT20XX 2.1 55% 92%
ANALOG INTERFACE MULTIPOINT 80 DS75114A4B DS75114A4B-TAB DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DS75114A4B DS75114A4B-TAB/C DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 DS75115A4B DS75115A4B-TAB DTP MCT20XX 2.1 55% 92%
ANALOG INTERFACE MULTIPOINT 80 DS75176B4B DS75175B4B-TCA DTP MCT20XX 2.1 54% 90% YES
ANALOG INTERFACE MULTIPOINT 80 DS8820H4B DS8820H4B-TBB DTP MCT20XX 2.1 54% 90%
ANALOG INTERFACE MULTIPOINT 80 DS8820H4B DS8820H4B-TBB/E DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 LM163A4B LM163A4B-TAB DTP MCT20XX 2.1 32% 54%
ANALOG INTERFACE MULTIPOINT 80 LM3623A4B LM3623A4B-TAB DTP MCT20XX 2.1 55% 92%
ANALOG INTERFACE MULTIPOINT 80 LM3624A4B LM3624A4B-TAB DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 LM75107A4B LM75107A4B-TAB DTP MCT20XX 2.1 58% 97% YES
ANALOG INTERFACE MULTIPOINT 80 LM75108A4B LM75108A4B-TAB DTP MCT20XX 2.1 53% 88%
ANALOG INTERFACE MULTIPOINT 80 LM75122A4B LM75122A4B-TAB DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 LM75124A4B LM75124A4B-TAB DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 X172B4B X172B4B-TCB DTP MCT20XX 3.0 35% 58%
ANALOG INTERFACE MULTIPOINT 80 X173A4B X173A4B-TBB DTP MCT20XX 3.0 35% 58% YES
ANALOG INTERFACE MULTIPOINT 80 X174B4B X174B4B-TCB DTP MCT20XX 3.0 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 X175A4B X175A4B-TBB DTP MCT20XX 3.0 35% 58%
ANALOG INTERFACE MULTIPOINT 80 X176A4B X176A4B-TBB DTP MCT20XX 3.0 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 X177A4B X177A4B-TBB DTP MCT20XX 3.0 35% 58%
ANALOG INTERFACE MULTIPOINT 80 Y107A4B Y107A4B-TBA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 Y107A4B Y107A4B-TBA/C DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 Y110A4B Y110A4B-TBA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9614A4B 9614A4B-TBA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9614A4B 9614A4B-TBA/C DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9614A4B 9614A4B-TBA/E DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9615A4B 9615A4B-TBA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9615A4B 9615A4B-TBA/C DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9615A4B 9615A4B-TBA/E DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9622A4B 9622A4B-TBA DTP MCT20XX 2.1 N/A N/A
ANALOG INTERFACE MULTIPOINT 80 9627A4B 9627A4B-TCA DTP MCT20XX 2.1 N/A N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Flow Sort Test Sort MYA Baseline Die Cost
Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG INTERFACE PT TO PT H2 DS14C202A6B DS14C202A6B-BCA-PQ CS080CBIHY MCT20XX 2.1 N/A N/A
ANALOG INTERFACE PT TO PT H2 DS14C211A6B DS14C211A6B-BAA CS080CBIHY MCT20XX 2.1 N/A N/A
ANALOG INTERFACE PT TO PT H2 DS14C89C4B DS14C89C4B-TCA PTPCMOS MCT20XX 2.1 54% 90% YES
ANALOG INTERFACE PT TO PT H2 DS14185A4B DS14185A4B-TCA PTP MCT20XX 3.0 57% 95% YES
ANALOG INTERFACE PT TO PT H2 DS14196A4B DS14169A4B-TAA PTP MCT20XX 2.1 57% 95% YES
ANALOG INTERFACE PT TO PT H2 DS75150A4B DS75150A4B-TBB PTP MCT20XX 2.1 58% 96%
ANALOG INTERFACE PT TO PT H2 DS75154A4B DS75154A4B-TBB PTP MCT20XX 2.1 58% 96%
ANALOG INTERFACE PT TO PT H2 DS8933A4B DS8933A4B-TAA PTP MCT20XX 2.1 50% 84%
ANALOG INTERFACE PT TO PT H2 DS8934B4B DS8934B4B-TBA PTP MCT20XX 2.1 52% 87%
ANALOG INTERFACE PT TO PT H2 FM1488A4B FM1488A4B-TAA PTP MCT20XX 2.1 58% 96%
ANALOG INTERFACE PT TO PT H2 LM1589B4B LM1589B4B-TBB PTP MCT20XX 2.1 58% 97%
ANALOG INTERFACE PT TO PT H2 LM1590B4B LM1590B4B-TBB PTP MCT20XX 2.1 58% 97%
ANALOG INTERFACE PT TO PT H2 9616A4B 9616A4B-TDA DTCOMM MCT20XX 2.1 N/A N/A
H2 DS14C88D4B PTPCMOS 54% 90% YES
</TABLE>
<PAGE>
Exhibit B
Product List and Supporting Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Flow Sort Test Sort MYA Baseline Die Cost
Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG WIRELESS ABIC 9W LMX150AD6B LMX1501AD6B-BAA ABIC2LM MCT20XX 0.2 30% 50%
ANALOG WIRELESS ABIC 9W LMX1511D6B LMX1511D6B-BAA ABIC2LM MCT20XX 0.2 N/A N/A
ANALOG WIRELESS ABIC 9W LMX2301D6B LMX2301D6B-BAA ABIC2LM MCT20XX 0.2 30% 50%
ANALOG WIRELESS ABIC 9W LMX2305D6B LMX2305D6B-BAA ABIC2LM MCT20XX 0.2 30% 50%
ANALOG WIRELESS ABIC 9W LMX2306B6B LMX2306B6B-BAA ABIC2LM MCT20XX 0.2 N/A N/A
ANALOG WIRELESS ABIC 9W LMX2315D6B LMX2315D6B-BAA ABIC2LM MCT20XX 0.2 43% 71% YES
ANALOG WIRELESS ABIC 9W LMX2316B5B LMX2316B6B-BAA ABIC2LM MCT20XX 0.2 N/A N/A
ANALOG WIRELESS ABIC 9W LMX2320D6B LMX2320D6B-BAA ABIC2LM MCT20XX 0.2 46% 76%
ANALOG WIRELESS ABIC 9W LMX2331B6B LMX2331C6B-BAA ABIC2LM MCT20XX 0.2 36% 60% YES
ANALOG WIRELESS ABIC 9W LMX2332C6B LMX2332C6B-BAA ABIC2LM MCT20XX 0.2 34% 57% YES
ANALOG WIRELESS ABIC 9W LMX2335C6B LMX2335C6B-BAA ABIC2LM MCT20XX 0.2 40% 66% YES
C&C AUTO DISPLAY DRIVER 42 DM8893A4B DM8893A4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DM8894A4B DM8894A4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DP8310C4B DP8310C4B-TBB ANALOG MCT20XX 2.3 51% 85%
C&C AUTO DISPLAY DRIVER 42 DP8311C/M4B DP8311C4/M4B-TBB ANALOG MCT20XX 2.3 53% 89%
C&C AUTO DISPLAY DRIVER 42 DP8311C4B DP8311C4B-TBB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DS0025A4B DS0025A4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DS0026B4B DS0026B4B-TBB ANALOG MCT20XX 2.3 58% 96% YES
C&C AUTO DISPLAY DRIVER 42 DS0026B4B DS0026B4B-TBB/E ANALOG MCT20XX 2.3 50% 83%
C&C AUTO DISPLAY DRIVER 42 DS0056B4B DS0056B4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DS75325D4B DS75325D4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DS75361A4B DS75361A4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DS75365A4B DS75365A4B-TBB ANALOG MCT20XX 2.3 55% 92%
C&C AUTO DISPLAY DRIVER 42 DS75450C4B DS75450C4B-TBB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 DS75451B4B DS75451B4B-TAB ANALOG MCT20XX 2.3 56% 93%
C&C AUTO DISPLAY DRIVER 42 DS75452B4B DS75452B4B-TAB ANALOG MCT20XX 2.3 55% 91% YES
C&C AUTO DISPLAY DRIVER 42 DS75453B4B DS75453B4B-TBB ANALOG MCT20XX 2.3 56% 93% YES
C&C AUTO DISPLAY DRIVER 42 DS75454B4B DS75454B4B-TBB ANALOG MCT20XX 2.3 59% 98%
C&C AUTO DISPLAY DRIVER 42 DS88L12B4B DS88L12B4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 LM106E4B LM106E4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 LM1514A4B LM1514A4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 LM710D4B LM710D4B-TAB ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7710A/C4G 7710A/C4G-TBA ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7710A/M4G 7710A/M4G-TBA ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7710A4B 7710A4B-TBA ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7710A4G 7710A4G-TBA/C ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7711/C4G 7711/C4G-TBA ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7711A/C4G 7711A/C4G-TBA ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7711A/M4G 7711A/M4G-TBA ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 7711A4G 7711A4G-TBA/C ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 9665B4B 9665B4B-TCA ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 9667B4B 9667B4B-TCA ANALOG MCT20XX 2.3 55% 92% YES
C&C AUTO DISPLAY DRIVER 42 9667B4B 9667B4B-TCA/E ANALOG MCT20XX 2.3 N/A N/A
C&C AUTO DISPLAY DRIVER 42 9668B4B 9668B4B-TDA ANALOG MCT20XX 2.3 56% 93%
C&C CLASIC 7H CS0354B6 CS0354B6-BBAB CS80CBI UNDEFINED N/A N/A N/A
N/A N/A
</TABLE>
<PAGE>
Exhibit B
Product List and Supporting Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Flow Sort Test Sort MYA Baseline Die Cost
Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C&C LAN MEDIA 15 DP8392C4 DP8392C4-TAA LAN MCT20XX 2.1 51% 85% YES
C&C LAN MEDIA 15 DP8394D4 DP8394D4-TBA LAN MCT20XX 2.1 N/A N/A
C&C PLEXUS X3 DP73840B6B DP73840B6B-BBB-612 CS080CBTX LTX TRILLIU 3.3 38% 64%
C&C PLEXUS X3 DP73840B6B DP73840B6B-BBB-635 CS080CBTX LTX TRILLIU 3.3 38% 64%
C&C WAN ABIC 89 FNGM8902Z6B FNGM8902Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 H841Z6B H841Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 H842Z6B H842Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 H847Z6B H847Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MB2581Z6B MB2581Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MB8902Z6B MB8902Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MJ2680Z6B MJ2680Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MK2331Z6B MK2331Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MK2518Z6B MK2518Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MK2532Z6B MK2532Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MK2533Z6B MK2533Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 MT2512Z6B MT2512Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 SF2669Z6B SF2669Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN ABIC 89 TS2501Z6B TS250Z6B-BAA ABIC3L/4L NATIONAL N/A N/A N/A
C&C WAN GATE ARRAY 3D CA0500Y5 CA0500Y5-CAB GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CA1141Y5B CA1141Y5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CA1142Y5B CA1142Y5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CA1202Y5B CA1202Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CA1249Y5B CA1249Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CA1324Y5B CA1324Y5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CA1325Y5B CA1325Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CA1795Y5B CA1795Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CB1295Z5B CB1295Z5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CB1297Z5B CB1297Z5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CB1514Z5B CB1514Z5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CB1524Z5B CB1524Z5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CB1542Z5B CB1542Z5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CB1625Z5B CB1625Z5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CB1626Z5B CB1626Z5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CB1629Z5B CB1629Z5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1090Y5B CC1090Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1093Y5B CC1093Y5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CC1094Y5B CC1094Y5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CC1110Y5B CC1110Y5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CC1144Y5B CC1144Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC150Y5B CC150Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1171Y5B CC171Y5B-CAF GA20 SENTRY 20 2.0 49% 82%
C&C WAN GATE ARRAY 3D CC1191Y5B CC1191Y5B-CAF GA20 SENTRY 20 2.0 49% 82%
C&C WAN GATE ARRAY 3D CC1194Y5B CC1194Y5B-CAF GA20 SENTRY 20 2.0 52% 86%
C&C WAN GATE ARRAY 3D CC1215Y5B CC1215Y5B-CCF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CC1285Y5B CC1285Y5B-CBF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1279Y5B CC1279Y5B-CCF GA20 SENTRY 20 2.0 42% 70%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Flow Sort Test Sort MYA Baseline Die Cost
Wafer/Hour Yield Share
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C&C WAN GATE ARRAY 3D CC1280Y5B CC1280Y5B-CCF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1281Y5B CC1281Y5B-CCF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1501Y5B CC1501Y5B-CBF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CC1510Y5B CC1510Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1510Y5B CC1510Y5B-CBF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1521Y5B CC1521Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CC1655Y5B CC1655Y5B-CAF GA20 SENTRY 20 2.0 52% 86%
C&C WAN GATE ARRAY 3D CD1193Z5B CD1193Z5B-CAF GA20 SENTRY 20 2.0 49% 81%
C&C WAN GATE ARRAY 3D CD1251Z5B CD1251Z5B-CCF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CD1259Z5B CD1259Z5B-CAF GA20 SENTRY 20 2.0 44% 74%
</TABLE>
<PAGE>
Exhibit B
Product List and Supporting Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Division Business Unit AFM Product ID PDI Code Process Sort Test Sort MYA Baseline Die Cost
Flow Wafer Yield Share
/Hour
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
C&C WAN GATE ARRAY 3D CD1270Z5B CD1270Z5B-CAF GA20 SENTRY 20 2.0 43% 72%
C&C WAN GATE ARRAY 3D CD1301Z5B CD1301Z5B-CCF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CD1434Z5B CD1434Z5B-CBF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CD1472Z5B CD1472Z5B-CAF GA20 SENTRY 20 2.0 42% 70%
C&C WAN GATE ARRAY 3D CD1520Z5B CD1520Z5B-CBF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CD1693Z5B CD1693Z5B-CAF GA20 SENTRY 20 2.0 44% 73%
C&C WAN GATE ARRAY 3D CE1136Y5B CE1136Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CE1435Y5B CE1435Y5B-CBF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CE1471Y5B CE1471Y5B-CBF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CE1609Y5B CE1690Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CE1954Y5B CE1954Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CE1955Y5B CE1955Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CE1956Y5B CE1956Y5B-CAF GA20 SENTRY 20 2.0 N/A N/A
C&C WAN GATE ARRAY 3D CI1532Z5B CI1532Z5B-CAF GA20 SENTRY 20 2.0 N/A N/A
PSD CGS 4N CGS100B2530A4B CGS100B2530A4B-TAB CGS MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS100B2531A4B CGS100B2531A4B-TAB CGS MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS2534Z6B CGS2534Z6B-BAB CGS10 MCT20XX 2.0 50% 50%
PSD CGS 4N CGS2535Z6B CGS2535Z6B-BAB CGS10 MCT20XX 2.0 50% 50%
PSD CGS 4N CGS2536Z6B CGS2536Z6B-BAB CGS10 MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS2537Z6B CGS2537Z6B-BAB CGS10 MCT20XX 2.0 50% 50%
PSD CGS 4N CGS74B2525Y4B CGS74B2525Y4B-TDB CGS MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS74B2528A4B CGS74B2528A4B-TCB CGS MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS74B303A4B CGS74B303A4B-TAB CGS MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS74B304A4B CGS74B304A4B-TAB CGS MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS74B305A4B CGS74B305A4B-TAB CGS MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS74CT2524Z5B CGS74CT2524Z5B-CBF CGSP/E MCT20XX 2.0 N/A N/A
PSD CGS 4N CGS74CT2525Z5B CGS74CT2525Z5B-CCF CGSP/E MCT20XX 2.0 56% 93%
PSD CGS 4N CGS74CT2526Z5B CGS74CT256Z5B-CBF CGSP/E MCT20XX 2.0 50% 83%
PSD CGS 4N CGS74C2525Z5B CGS74C2525Z5B-CCF CGSP/E MCT20XX 2.0 50% 83%
PSD CGS 4N CGS74C2526Z5B CGS74C2526Z5B-CCF CGSP/E MCT20XX 2.0 N/A N/A
PSD DRAM 81 DP8409A4B DP8409A4B-TAA DRAM N/A N/A N/A
PSD DRAM 81 DP8410A4B DP8410A4B-TAA DRAM N/A N/A N/A
PSD DRAM 81 M632Y4B M632Y4B-TDB DRAM MCT20XX 2.0 41% 68%
PSD MASS STORAGE 4H DPC106C5B DPC106C5B-CEA ALS15 MCT20XX 3.0 N/A N/A
PSD MASS STORAGE 4H DPC110A5B DPC110A5B-CAA ALS15 MCT20XX 3.0 N/A N/A
PSD MASS STORAGE 4H DP84910DC5B DP84910DC5B-CEA ALS15 MCT20XX 3.0 46% 76% YES
PSD REAL TIME CLOCK 4C MM48167W4B MM48167W4B-TAA RTCCMOS NATIONAL N/A N/A N/A
PSD REAL TIME CLOCK 4C MM48174V4B MM48174V4B-TAA RTCCMOS NATIONAL N/A N/A N/A
PSD REAL TIME CLOCK 4C MM48274D4B MM48274D4B-TAA RTCCMOS NATIONAL N/A 42% 70% YES
PSD NOTEBOOK H6 PC77336 PC77336-A1A CS080C LTX TRILLIU 2.0 44% 73% YES
PSD DESKTOP 6F PC77332E1A PC77332E1A-B CS080C LTX TRILLIU 4.0 44% 73% YES
PSD DESKTOP 6F PC77306B1A PC77306B1A-BIBD CS080C LTX TRILLIU 4.0 43% 71% YES
PSD DESKTOP 6F PC77306B1A PC77306B1A-BIBR CS080C LTX TRILLIU 4.0 43% 71% YES
</TABLE>
<PAGE>
- - Sort Wafer/Hour numbers reflect Family Level Averages on low running devices.
Individual Device UPH will be updated when material is available at Sort.
<PAGE>
EXHIBIT C
PROCESS DEVELOPMENT SCHEDULE
The following processes, upon which development is underway, will be
regarded as complete when qualification is achieved to Class III, as
defined in National specification SOP-5-032 RA. Additional funding will be
required from National if programs are not completed due to National's
failure to perform its responsibilities by the Scheduled End of Work date.
Schedule
Process Site Description Completion Funding
------- ---- ----------- ---------- -------
CS080CBIVU Maine BiCMS version of CS080, May 25, 1997 $300K
with two layers of metal,
isolated NMOS devices and
vertical PNP device
CS065SE Utah Dense EEPROM variation of May 25, 1997 $300K
CS065S, with double poly
and double metal
As of November 19, 1996, the following processes had not yet achieved Class III
qualification, but they are expected to be Class III qualified by February 23,
1997. They are included here for reference only.
Scheduled
Process Site Description Completion
------- ---- ----------- ----------
ABIC2L Maine ABiC-4 with two layers of metal, with a Product Line
mid-flow inventory point for subsequent Dependent
ASIC personalization. 0.8(mu) BiCMOS
ABIC3L Maine ABiC-4 with three layers of metal, with Product Line
a mid-flow inventory point for Dependent
subsequent ASIC personalization.
0.8(mu) BiCMOS
ABIC4L Maine ABiC-4 with four layers of metal, with Product Line
a mid-flow inventory point for Dependent
subsequent ASIC personalization.
0.8(mu) BiCMOS
ABIC52L Maine ABiC-5 with two layers of metal and Feb. 23, 1997
0.5(mu), three sided emitter, for use
in RF products.
CMOS remains at 0.8(mu)
CS080CBIHY Maine BiCMOS Version of CS080, with two Jan. 19, 1997
layers of metal, isolated NMOS devices,
high voltage NPN and Schottky diode
CS080CBIP Maine BiCMOS version of CS080, with two Jan. 19, 1997
layers of metal, isolated NMOS devices
and double poly capacitor
CS80SG Utah Low density EEPROM variation of CS080 Dec. 5, 1996
with double poly and double metal
Spec:
CS80SG3 Utah Low density EEPROM variation of CS080 Jan. 19, 1997
with double poly and triple metal if product is
Spec: available
<PAGE>
EXHIBIT D
CAPACITY REQUEST AND REPSONSE FORMATS
<TABLE>
<CAPTION>
============================================================================
South Portland 4100 FY97 FY97 FY97 FY97 FY98 FY98 FY98 FY98
Per Per Per Per Per Per Per Per
9 10 11 12 1 2 3 4
====================================================================================
Workdays 34 27 28 35 27 27 35 27
==============================================----------------------------------------------------------------------------
Starts Forecast by Fab Details: Raw by Size
==============================================
==============================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG DAP FM584MGCMOS 0 0 0 0 0 0 0 0
ANALOG DAP FMA24MGCMOS 0 0 0 0 0 0 0 0
ANALOG INTERFACE FM4K4BUS 0 0 0 0 0 0 0 0
ANALOG INTERFACE FM804DTP 0 0 0 0 0 0 0 0
ANALOG INTERFACE FMH14DTCOMM 0 0 0 0 0 0 0 0
ANALOG INTERFACE FMH24PTP 0 0 0 0 0 0 0 0
ANALOG INTERFACE FMH24PTPCMOS 0 0 0 0 0 0 0 0
ANALOG Total 4100 0 0 0 0 0 0 0 0
==============================================
==============================================
CCG AUDIO FMA94HV700 0 0 0 0 0 0 0 0
CCG CD FM424ANALOG 0 0 0 0 0 0 0 0
CCG CD FM424ANALOGCMOS 0 0 0 0 0 0 0 0
CCG LAN FM154LAN 0 0 0 0 0 0 0 0
CCG Total 4100 0 0 0 0 0 0 0 0
==============================================
==============================================
PSD DESKTOP FM4C4RTCMOS 0 0 0 0 0 0 0 0
PSD DESKTOP FM4N4CGS 0 0 0 0 0 0 0 0
PSD DESKTOP FM814DRAM 0 0 0 0 0 0 0 0
PSD Total 4100 0 0 0 0 0 0 0 0
==============================================
Grand Total 4100 0 0 0 0 0 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
===========================================================================
South Portland 4100 FY97 FY97 FY97 FY97 FY98 FY98 FY98 FY98
Per Per Per Per Per Per Per Per
9 10 11 12 1 2 3 4
=======================================================================================
Workdays 34 27 28 35 27 27 35 27
==================================================---------------------------------------------------------------------------
Starts Forecast by Fab Details: Raw by Size
==================================================
==================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CCG WAN FM3D5GA20 0 0 0 0 0 0 0 0
CCG Total 5100 0 0 0 0 0 0 0 0
==================================================
==================================================
PSD DESKTOP FM4N5CGSP/E 0 0 0 0 0 0 0 0
PSD DESKTOP FM815ALS15 0 0 0 0 0 0 0 0
PSD MASSSTORAGE FM4H5MASSTOR 0 0 0 0 0 0 0 0
PSD Total 5100 0 0 0 0 0 0 0 0
==================================================
Grand Total 5100 0 0 0 0 0 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
============================================================================
South Portland 4100 FY97 FY97 FY97 FY97 FY98 FY98 FY98 FY98
Per Per Per Per Per Per Per Per
9 10 11 12 1 2 3 4
============================================================================
Workdays 34 27 28 35 27 27 35 27
==============================================----------------------------------------------------------------------------
Starts Forecast by Fab Details: Raw by Size
==============================================
==============================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG INTERFACE FM4K680HV 0 0 0 0 0 0 0 0
ANALOG INTERFACE FM4K6BUS 0 0 0 0 0 0 0 0
ANALOG DAP FM586CBIPC 0 0 0 0 0 0 0 0
ANALOG INPUT SIGNAL FM7N6CBIVU 0 0 0 0 0 0 0 0
ANALOG AMPS FM7N6CSO80CBI 0 0 0 0 0 0 0 0
ANALOG INTERFACE FM806CS80CBI 0 0 0 0 0 0 0 0
ANALOG WIRELESS FM9W6ABIC2L 0 0 0 0 0 0 0 0
ANALOG WIRELESS FM9W6ABIC4L 0 0 0 0 0 0 0 0
ANALOG WIRELESS FM9W6ABIC52L 0 0 0 0 0 0 0 0
ANALOG DAP FMA76CBIPC 0 0 0 0 0 0 0 0
ANALOG INTERFACE FMH16CS80C 0 0 0 0 0 0 0 0
ANALOG INTERFACE FMH26CS80C 0 0 0 0 0 0 0 0
ANALOG INTERFACE FMH26CBIHY 0 0 0 0 0 0 0 0
ANALOG COMLINEAR FMR16ABIC2LM 0 0 0 0 0 0 0 0
ANALOG COMLINEAR FMR36ABIC2LM 0 0 0 0 0 0 0 0
ANALOG COMLINEAR FMR46ABIC2LM 0 0 0 0 0 0 0 0
ANALOG Total 6001 0 0 0 0 0 0 0 0
==============================================
==============================================
CCG LAN FM156LANCS65 0 0 0 0 0 0 0 0
CCG LAN FM156LANCS80 0 0 0 0 0 0 0 0
CCG WAN FM896ABIC4L 0 0 0 0 0 0 0 0
CCG WAN RM896ABIC3L 0 0 0 0 0 0 0
CCG CD FM896ABIC2L 0 0 0 0 0 0 0 0
CCG CD FMT9680CBI 0 0 0 0 0 0 0 0
CCG LAN FMX36LAN80CBTX 0 0 0 0 0 0 0 0
CCG Total 6001 0 0 0 0 0 0 0
==============================================
==============================================
PSD DESKTOP FM4N6CGS10 0 0 0 0 0 0 0
PSD DESKTOP FM4NCCS65CBI 0 0 0 0 0 0 0 0
PSD DESKTOP FM4N6CS80CBI 0 0 0 0 0 0 0 0
PSD DESKTOP FM6F6ES80C 0 0 0 0 0 0 0 0
PSD NOTEBOOK FMH66ES80C 0 0 0 0 0 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PSD Total 6001 0 0 0 0 0 0 0 0
==============================================
Grand Total 6001 0 0 0 0 0 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
============================================================================
South Portland 4100 FY97 FY97 FY97 FY97 FY98 FY98 FY98 FY98
Per Per Per Per Per Per Per Per
9 10 11 12 1 2 3 4
============================================================================
Workdays 34 27 28 35 27 27 35 27
==============================================----------------------------------------------------------------------------
Starts Forecast by Fab Details: Raw by Size
==============================================
==============================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ANALOG DAP CS100HE2 0 0 0 0 0 0 0 0
ANALOG INTERFACE CS100HE2 0 0 0 0 0 0 0 0
ANALOG INPUT SIGNAL CS100HE2 0 0 0 0 0 0 0 0
ANALOG POWER MGT CS100HE2 0 0 0 0 0 0 0 0
ANALOG INPUT SIGNAL CS080SG 0 0 0 0 0 0 0 0
ANALOG Total SLC 0 0 0 0 0 0 0 0
==============================================
==============================================
PSD CONTROLLERS CE130 0 0 0 0 0 0 0
PSD CONTROLLERS CE080DLM 0 0 0 0 0 0 0 0
PSD CONTROLLERS CS065SE 0 0 0 0 0 0 0 0
PSD Total SLC 0 0 0 0 0 0 0 0
==============================================
Grand Total LSC 0 0 0 0 0 0 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
============================================================================
South Portland 4100 FY97 FY97 FY97 FY97 FY98 FY98 FY98 FY98
Per Per Per Per Per Per Per Per
9 10 11 12 1 2 3 4
============================================================================
Workdays 34 27 28 35 27 27 35 27
==============================================----------------------------------------------------------------------------
Starts Forecast by Fab Details: Raw by Size
==============================================
==============================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SOUTH PORTLAND FM 4100 0 0 0 0 0 0 0 0
SOUTH PORTLAND FM 5100 0 0 0 0 0 0 0
SOUTH PORTLAND FM 6001 0 0 0 0 0 0 0 0
South Portland 0 0 0 0 0 0 0
Subtotal
SALT LAKE CITY 6-inch 0 0 0 0 0 0 0
==============================================
Grand Total 0 0 0 0 0 0 0 0
</TABLE>
<PAGE>
EXHIBIT D
Forecasting Timetable
<TABLE>
<CAPTION>
=============================================================================================================
Period 12 Period 1 Period 2 Period 12
-------------------------------------------------------------------------------------------------------------
Week 1 2 3 4 5 1 2 3 4 1 2 3 4 1 2 3 4 5
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
-------------------------------------------------------------------------------------------------------------
D 2 ZA A A ZA
-------------------------------------------------------------------------------------------------------------
A 3
-------------------------------------------------------------------------------------------------------------
Y 4
-------------------------------------------------------------------------------------------------------------
5 R Y R Y R Y R Y
======================================================================================================================
</TABLE>
Actions Defined
R National provides 8-period Forecast to Fairchild
Y Fairchild provides capacity response to National
Z National places blanket, 3-period purchase order with Fairchild
A National releases details of wafer starts for the following
period.
<PAGE>
EXHIBIT E
DIE COST IMPACT SHARING
1.0 GENERAL
1.1 National and Fairchild will implement 50:50 sharing of yield gain
and loss implemented in accordance with the principles set forth in
this Exhibit.
1.2 The yield adjustment amount will be calculated at the end of the
first six (6) fiscal periods ("Fiscal Half") from the Effective Date
and each Fiscal Half thereafter, retroactively. National will pay
Fairchild a yield premium fee in the case of average yield
improvement; Fairchild will reimburse National in the case of
average yield degradation.
1.3 Net Die Per Wafer (NDPW) will be used as the basis for the
calculation.
2.0 ESTABLISHING YIELD BASELINE
2.1 In order to qualify for die cost sharing, Products must (i) have
achieved a minimum production volume of at least ninety-six (96)
Wafers (i.e., the equivalent of at least four (4) 24-Wafer or eight
12-Wafer lots) per period for three (3) of the preceding six (6)
fiscal periods (a minimum of 288 Wafers) and (ii) have a stable
yield history (e.g., without known yield or test sensitivities). The
baseline NDPW of each qualifying Product as of the Effective Date
shall be the average NDPW for the preceding six (6) fiscal periods.
Baseline NDPWs will be reset twelve (12) fiscal periods ("Fiscal
Year") after the Effective Date and at the end of each Fiscal Year
thereafter.
2.2 A baseline NDPW will be established for a new Product after the
Product has achieved a minimum production volume of at least 96
Wafers per fiscal period (i.e., the equivalent of at least four (4)
24-Wafer or eight 12-Wafer lots) for three (3) of the preceding six
(6) fiscal periods (a minimum of 288 Wafers) and (ii) has
established a stable yield history (e.g., without known yield or
test sensitivities). Once a baseline NDPW has been established for a
Product and mutually agreed upon by the Parties, such baseline NDPW
will remain in effect until the next Fiscal Year reset point.
2.3 In case of a change in the sort program which affects the yield, a
new baseline NDPW will be mutually agreed upon based on the effect
of the change on the Product yield. The new baseline will apply to
all lots measured after the change has been implemented.
2.4 In the case of a Mask change which affects the yield, a new baseline
NDPW will be established as provided in Paragraph 2.2 of this
Exhibit.
2.5 For Products that are not sorted by Fairchild the Parties will agree
on procedures to assure that production sort programs cannot be
changed without Fairchild's acknowledgment, and the provisions of
Paragraph 2.3 of this Exhibit shall apply to any such changes.
2.6 In order for a Product that is not sorted by Fairchild to qualify
for die cost sharing, National must make wafer sort and yield data,
and wafers (at Fairchild's cost) as required for analysis, available
to Fairchild on a timely basis and in conformance with Fairchild's
own internal requirements for such data.
<PAGE>
3.0 CALCULATIONS
3.1 At the end of each Fiscal Half, a Product list to be used for the
yield adjustment calculation will be mutually agreed by the Parties.
Each Product in this list shall (i) have an established baseline
NDPW; (ii) have achieved a minimum production volume of at least
ninety-six (96) Wafers per period (i.e., the equivalent of four
24-Wafer or eight 12-Wafer lots) for three (3) of the preceding six
(6) fiscal periods (a minimum of 288 Wafers); and (iii) have
established a stable yield history (e.g., without known yield or
test sensitivities).
3.2 The percent change in NDPW for the preceding Fiscal Half will be
calculated for each qualifying Product based on the difference
between the baseline and actual NDPW for the Product;
3.3 The semiannual adjustment for die cost sharing will equal:
(Base Wafer Price) X (NDPW Percent Change) X (0.5) X (Wafers
Shipped)
3.4 The total adjustment will be the sum of the adjustments of the
qualifying Products.
3.5 Fairchild will perform the die cost sharing calculation and provide
an accounting to National following the end of each Fiscal Half
together with an invoice or a credit for the die cost adjustment
amount.
4.0 OTHER
4.1 MYA will be used in conjunction with die cost sharing for purposes
of identifying "Maverick" wafers that will be discarded (unless
National agrees to accept). For Products that qualify for die cost
sharing, the baseline NDPW will be used as the basis for defining
the MYA for the Product.
4.2 Wafer price adjustments to reflect changes in Fairchild's
manufacturing cost base are independent of die cost sharing.
4.3 Products manufactured under the Mil/Aero Wafer and Services
Agreement between the Parties of even date herewith shall not
qualify for die cost sharing.
<PAGE>
EXHIBIT F
WAFER ACCEPTANCE CRITERIA
Fairchild Electrical Test Acceptance Method:
Acceptance of Fairchild Wafers for shipment to National shall be determined per
mutually agreed upon electrical parameter test distribution performance with
standard test die. For the West Jordan, Utah fabs, all wafers will be subjected
to the Acceptance Criteria specified in West Jordan specifications: SOP-3060,
TS-3020 and TS-3021. For the South Portland, Maine fabs, all Wafers will be
tested to the electrical specifications, by Process, listed in this Exhibit,
with the acceptance methods stated below.
South Portland, Maine Wafer Acceptance and Wafer Sort:
1. Each lot will be sampled at PCM test prior to Wafer sort. The following
minimum sample size will be tested and the Wafer will be rejected if the
stated number, or more, of test sites on that Wafer fails a specified
electrical parameter;
Wafer Size #Wafers per lot #Sites per Wafer Reject on #Sites
Tested Failing
6 inch 5 5 3
5 inch 5 5 3
4 inch 3 5 3
2. In the event that one or more Wafers in the lot sample fail the above
criteria, then 100% testing of the remaining Wafers in the lot will be
performed and the above acceptance criteria applied to each Wafer.
3. Electrical Test parameter distributions will be made available to National
on a monthly basis.
Fairchild Wafer Fabrication and National Wafer Sort:
1. A ten (10) Wafer lot sample will be tested to the applicable PCM
specification prior to shipment to National. Five (5) test sites per wafer
will be sampled as the basis for electrical acceptance, and three (3) of
those sites must pass the PCM test parameters. In the event that one or
more sample wafers fails the PCM tests, 100% testing of residual wafers
will be performed and all Wafers which pass the PCM will be shipped to
National.
2. Individual PCM specifications (by Process) are defined in Exhibit F.
3. Electrical Test parameter distributions will be made available on a
monthly basis.
<PAGE>
Fairchild Maine Fab 4100: "ANALOG"
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN BETA Q2Beta 50 150 250 Gain Ic=1mA,
Vce=5.0V
Bjt NPN CBO Q2BVcbo 50 >50 N/A Volts If-10uA
Bjt NPN EBO Q2BVebo 6.5 7.0 7.5 Volts If=10uA
Bjt NPN CEO Q2LVceo 15 >15 N/A Volts If=10uA
Bjt Col to Col BV_iso 50 >50 N/A Volts If=5uA
- ----------------------------------------------------------------------------------------------------------------------------
Diffusion N Buried Layer BL_RES 75 110 150 Ohms If=10mA
Diffusion Narrow Base N_RES 800 1000 1800 Ohms If=1mA
Diffusion Base BASERHO 100 125 150 Ohms/sq If=4.53mA
Diffusion Emitter N+RHO 3.0 4.5 6.0 Ohms/sq If=45.3mA
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 4100: "BUS"
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN BETA Q1Beta 20 100 225 Gain Ic=1mA,
Vce=5.0V
Bjt NPN CBO Q1BVcbo 20 >20 N/A Volts If-10uA
Bjt NPN EBO Q1BVebo 6.7 8.0 8.3 Volts If=10uA
Bjt NPN CEO Q1LVceo 8.0 >8 N/A Volts If=10uA
Bjt Col to Col BV_iso 7.5 >7.5 N/A Volts If=5uA
- ----------------------------------------------------------------------------------------------------------------------------
Diffusion N Buried Layer BLres1 30 45 100 Ohms If=10mA
Diffusion Narrow Base Narbase 1900 2500 2900 Ohms If=1mA
Diffusion Emitter EM-res 5.0 10 40 Ohms/sq If=10mA
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 4100: "CGS"
Table of Parameters not available on January 2, 1997.
Fairchild Maine Fab 4100: "DRAM"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bjt CEO MinLVCEO1 5.5 20 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt CBO MinBVCBO 18 30 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt EBO MinBVEBO 3.5 10 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt Beta MinBeta1 75 200 Gain
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Base BaseRho 562 688 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Resistor RES-RHO 1800 2200 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Via Via 2048VIA 2048 via link 0 155 Ohms
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 4100: "DTCOMM
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN BETA Q3Beta 80 180 250 Gain Ic-10mA, Vce=2.5V
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN CBO Q3BVcbo 38 >38 N/A Volts If=100uA
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN EBO Q3BVebo 5.5 6.3 7.0 Volts If=100uA
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN CEO Q3LVceo 5.0 >5 N/A Volts If=5uA
- --------------------------------------------------------------------------------------------------------------------------
Bjt Col to Col BV_ISO 15 >15 N/A Volts If=100uA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N Buried R_BL 15 23 30 Ohms If=50mA
Layer
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Narrow Base R_NB 1650 2100 2500 Ohms If=100uA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Emitter R_EM 100 150 200 Ohms If=10mA
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 4100: "DTP"
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt CEO Q1LVCEO 7 15 30 Volts
- -----------------------------------------------------------------------------------------------------------------------
Bjt CBO Q1BVCBO 30 45 80 Volts
- -----------------------------------------------------------------------------------------------------------------------
Bjt EBO Q1BVEBO 6 6.8 7.5 Volts
- -----------------------------------------------------------------------------------------------------------------------
Bjt Beta Q1Beta 75 150 350 Gain
- -----------------------------------------------------------------------------------------------------------------------
Bjt Schottky Q4VFD 0.26 0.32 0.4 Volts
- -----------------------------------------------------------------------------------------------------------------------
Bjt Schottky BVSKY 10 20 40 Volts
- -----------------------------------------------------------------------------------------------------------------------
Diffusion Base BaseRho 160 190 220 Ohms/sq.
- -----------------------------------------------------------------------------------------------------------------------
Diffusion Collector BL-RES 75 110 135 Ohms
- -----------------------------------------------------------------------------------------------------------------------
Diffusion Resistor IMP-RES 13K 16K 19K Ohms
- -----------------------------------------------------------------------------------------------------------------------
Diffusion Emitter N+RHO 4.25 5 5.75 Ohms/sq.
- -----------------------------------------------------------------------------------------------------------------------
Diffusion Resistor N-RES 1250 1525 1800 Ohms
- -----------------------------------------------------------------------------------------------------------------------
Diffusion Sink SINK-RES 6 8.5 11 Ohms
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Farichild Maine Fab 4100: "LAN"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt Beta Q3BETA Ae=4.6 sq 70 140 300 Gain Ic=10mA, Vce=2.5V
mils
- --------------------------------------------------------------------------------------------------------------------------
Bjt CBO Q3BVCBO Ae=4.6 sq >20 43 N/A Volts If=100uA
mils
- --------------------------------------------------------------------------------------------------------------------------
Bjt CEO Q3LVCEO Ae=4.6 sq >10 20 N/A Volts If=5uA
mils
- --------------------------------------------------------------------------------------------------------------------------
Diff Res R_EM(R12) 0.5X10 sq 150 210 270 Ohms If=10mA
- --------------------------------------------------------------------------------------------------------------------------
Diff Res R_NB(R10) 0.3X10 sq 1600 2075 2550 Ohms If=100uA
- --------------------------------------------------------------------------------------------------------------------------
Impl Res RNI_RI4 0.5X10 sq 8000 10000 12000 Ohms If=100uA
- --------------------------------------------------------------------------------------------------------------------------
Via Via VIA400 5um x 5um 17 21 26 Ohms If=1mA
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 4100: "PTP"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN Beta Q3BETA 15 50 100 Gain Ic=1mA, Vce=5.0V
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN CBO Q3BVCBO 10 35 100 Volts Ie=10uA
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN EBO Q3BVEBO 6.5 7 7.5 Volts Ie=10uA
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN CEO Q3LVCEO 7 35 60 Volts Ic=10uA
- --------------------------------------------------------------------------------------------------------------------------
Bjt Col to Col BV_ISO 30 70 100 Volts I=5uA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N Buried BL_RES 90 115 140 Ohms I=10mA
Layer
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Sink(Plug) SINK_RES 2 12 30 Ohms I=10mA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Emitter N+RHO 3.5 6 7 Ohms/sq I=4.53mA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Base BASERHO 170 195 220 Ohms/sq I-4.53mA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Narrow Base N-RES 1250 1625 2000 Ohms I-1mA
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 4100: "PTPCMOS"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtp VTOP_SHORT -1.3 -0.85 -0.4 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdp BVDSP_SHORT -50 -25 0 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Vtn VTON_SHORT 0.4 0.65 0.9 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn BVDSN_SHORT 18 39 60 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDP_5.0/5.0_SHORT -2 -1.5 -1 mAmps
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDN_5.0/5.0_SHORT 2 3.5 5 mAmps
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N+ N+_RES 2 8 14 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P- P-_RES 3 5 7 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P+ P+_RES 30 55 80 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Via Contact P+_CONT_RES 0 25 50 Ohms/cnt.
- --------------------------------------------------------------------------------------------------------------------------
Via Contact N+_CONT_RES 0 7 30 Ohms/cnt.
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate BV_GATE_OXIDE -200 -125 -50 Volts
Oxide
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 4100: "RTCCMOS"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtp VTOP_SHORT -1.5 -0.875 -0.25 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdp BVDSP_SHORT -50 -25 0 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Vtn VTON_SHORT 0.3 0.65 1 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn BVDSN_SHORT 18 39 60 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDP_5.0/5.0_SHORT -2 -1.3 -0.6 mApms
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDN_5.0/5.0_SHORT 3 4 5 mAmps
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N+ N+_RES 2 8 14 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P- P-_RES 4 6.5 9 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P+ P+_RES 30 55 80 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Via Contact P+_CONT_RES 0 20 40 Ohms/cnt.
- --------------------------------------------------------------------------------------------------------------------------
Via Contact N+_CONT_RES 0 15 30 Ohms/cnt.
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate BV_GATE_OXIDE -200 -125 -50 Volts
Oxide
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 5100: "GA20"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtp VTOP2 -1 -0.8 -0.6 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdp BVDSSP2 -20 -13.09 -7 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Vtn VTON2 0.6 0.75 0.9 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn BVDSSN2 7 12 20 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDSSP2 -0.004 -0.003 -0.0012 mAmps
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDSSN2 0.0032 0.005 0.0072 mAmps
- --------------------------------------------------------------------------------------------------------------------------
Via Contact CONTM1M2 0 0.07 0.15 Ohms/cnt
- --------------------------------------------------------------------------------------------------------------------------
Via Contact CONTMP+ 1000 7500 20000 Ohms/cnt.
- --------------------------------------------------------------------------------------------------------------------------
Via Contact CONTMN+ 1000 4000 10000 Ohms/cnt.
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate BVGOXP 20 24 30 Volts
Oxide
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate BVGOXN -30 -26 -22 Volts
Oxide
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 5100: "ALS15"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Field vt FIELD_VT 10 25 40 Volts Id=1uA, Vg=Vd
- --------------------------------------------------------------------------------------------------------------------------
Bjt PNP Beta BETA_Q7_50 6X7 Em, 3um 20 50 80 Gain Ic=50uA, Vce=2.5V
P+/P+
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN Beta LOP2B_20UA (5X32)X2 70 110 180 Gain Ic=20uA, Vce=2.0V
E-Stripes
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN EBO 20K_EBO 20K 2X2 Em grid 4 5 15 Volts Ie=10uA
- --------------------------------------------------------------------------------------------------------------------------
Bjt NPN CEO AREA_CEO 500X500 Em 1 6 25 Volts Ic=10uA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N Buried BLR_RHO 50X50 20.5 23 27 Ohms/sq I=10mA
Layer
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Sink(Plug) SINK_RHO 48X48 13 16 20 Ohms/sq I=10mA
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P- P-_30X3 (L/W)30X3 1500 1650 1850 Ohms/sq V=0.1V
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P+ P+_30X3 (L/W)30X3 150 175 200 Ohms/sq V=0.1V
- --------------------------------------------------------------------------------------------------------------------------
Schottky Vf VS_D5 1300 um sq 0.51 0.54 0.58 Volts Ib-300uA
(GRring)
- --------------------------------------------------------------------------------------------------------------------------
Schottky Vr VR_D5 1300 um sq 18 25 35 Volts Ic-10uA
(GRing)
- --------------------------------------------------------------------------------------------------------------------------
Via M2 Via RES_VIACHN 90 110 130 Ohms I=1mA
- --------------------------------------------------------------------------------------------------------------------------
Via P-Contact PCON_RES 100 2X2 P+ 5000 6000 7000 Ohms I=100uA
Contacts
- --------------------------------------------------------------------------------------------------------------------------
Via N-Contract NCON_RES 100 2X2 Sink 180 225 300 Ohms 1=100uA
Contacts
- --------------------------------------------------------------------------------------------------------------------------
Metal Rs Metal 1 M1SNAKE 2500 2850 3200 Ohms V=0.1V
- --------------------------------------------------------------------------------------------------------------------------
Metal Rs Metal 2 M2SNAKE 200 275 350 Ohms V-0.1V
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 5100: "CGSP/E"
Table of parameters to be defined.
<PAGE>
Fairchild Maine Fab 6001: "ABiC2L & ABiC2LM"
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtn VTO_N840 W/L 40/0.8 0.6 0.75 0.9 Volts Linear Extrapolation
(Vd=0.1V, Vb=Vs=GND)
- ----------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDS5N840 W/L 40/0.8 0.32 0.4 0.48 mA/um Vg=Vd=5.0V, Vb=Vs=GND
- ----------------------------------------------------------------------------------------------------------------------------
MOS Bvdn BVDSN840 W/L 40/0.8 7 >7 Volts Vg=Vb=Vs=GND,
Id=1uA/um
- ----------------------------------------------------------------------------------------------------------------------------
MOS Vtp VTO_P840 W/L 40/0.8 0.85 1 1.15 Volts Linear Extrapolation
(Vd=0.1V, Vb=Vs=GND)
- ----------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDS5P840 W/L 40/0.8 0.16 0.2 0.24 mA/um Vg-Vd-5.0V, Vb=Vs=GND
- ----------------------------------------------------------------------------------------------------------------------------
MOS Bvdp BVDSP840 W/L 40/0.8 7 >7 Volts Vg=Vb=Vs=GND,
Id=1uA/um
- ----------------------------------------------------------------------------------------------------------------------------
Bjt CEO CEO_ECL (12-2X12)X2 6 >6 Volts Ic=500uA=1uA/um^2
E-Stripes
- ----------------------------------------------------------------------------------------------------------------------------
Bjt CBO CBO_ECL (12-2X12)X2 10 >10 Volts Ic=50uA=0.1uA/um^2
E-Stripes
- ----------------------------------------------------------------------------------------------------------------------------
Bjt EBO EBO_ECL (12-2X12)X2 5 >5 Volts Ie=50uA=0.1uA/um^2
E-Stripes
- ----------------------------------------------------------------------------------------------------------------------------
Bjt Vbe VBE_ECL (12-2X12)X2 0.75 0.8 0.85 Volts Ie-10mA Vcb-0v
E-Stripes (20uA/um^2)
- ----------------------------------------------------------------------------------------------------------------------------
Bjt Beta B2C_ECL (12-2X12)X2 50 90 200 Volts Ie=10mA, Vce=2.75v
E-Stripes (20uA/um^2)
- ----------------------------------------------------------------------------------------------------------------------------
Poly Resistor N+ V_POLYNP VDP 66 75 84 Ohms/sq. I=5mA
- ----------------------------------------------------------------------------------------------------------------------------
Poly Resistor P+ V_POLYPP VDP 238 270 320 Ohms/sq. I=5mA
- ----------------------------------------------------------------------------------------------------------------------------
Poly Resistor P- V_POLYPM VDP 1190 1400 1610 Ohms/sq. I=1mA
- ----------------------------------------------------------------------------------------------------------------------------
Silicide Silicided SILPPRHO VDP 1 2 3 Ohms/sq. I=5ma
P+ Poly
- ----------------------------------------------------------------------------------------------------------------------------
Diffusion N Buried V_CUO VDP 23.8 32.2 Ohms/sq. I=5mA
Layer
- ----------------------------------------------------------------------------------------------------------------------------
Diffusion Sink SINKRHO 50X10 45 65 85 Ohms/sq. I=5mA, Calculated
ohms/sq.
- ----------------------------------------------------------------------------------------------------------------------------
Via Contact CN_CONOX 756 0 7 Ohms/Link I=100uA, Calculated
contacts ohms per link
- ----------------------------------------------------------------------------------------------------------------------------
Via M2 Via CN_VIAO 756 0 2 Ohms/Link I=1mA, Calculated
contacts ohms per link
- ----------------------------------------------------------------------------------------------------------------------------
Metal Rs Metal 1 M1_SNKT 18000 490 550 900 Ohms I-1mA, Chain
linear um Resistance
- ----------------------------------------------------------------------------------------------------------------------------
Metal Rs Metal 22LM M2_SNKT 18000 300 350 550 Ohms I=1mA, Chain
linear um Resistance
- ----------------------------------------------------------------------------------------------------------------------------
Yd Gate Oxide GOXNWBV 90000 um^2 12 >12 Volts I=1uA
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 6001: "ABiC3L & ABiC4L"
Table of Parameters to be defined, because process development
is not yet complete.
<PAGE>
Fairchild Maine Fab 6001: "ABiC52L"
Table of Parameters to be defined, because process development
is not yet complete.
Fairchild Maine Fab 6001: "BUS & CGS10"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtn VTON1 0.4 0.65 0.9 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Vtp VTOP1 -1.45 -1.05 -0.65 Volts
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDSSP1 -0.014 -0.01 -0.005 mA
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat IDSSN1 0.015 0.022 0.029 mA
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn BVDSSN1 7 13 19 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt CEO OUTLVCEO 4 5.7 20 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt CBO OUTBVCBO 14 19 25 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt EBO OUTBVEBO 3 4.5 5.5 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt Beta OUTBETA 65 115 200 Volts
- --------------------------------------------------------------------------------------------------------------------------
Bjt Schottky VCSCHOTTKY 0.2 0.34 0.475 Volts
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Base BASERRES 2300 3200 3700 Ohms
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Buried Layer BLRHO 18 28 38 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Sink SINKRHO 45 55 65 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------------------
Via Contact CONTM1M2 0 0.04 0.075 Ohms/Link
- --------------------------------------------------------------------------------------------------------------------------
Contact N+ Contact CONTMN+ 10 30 60 Ohms/Link
- --------------------------------------------------------------------------------------------------------------------------
Contact P+ Contact CONTMP+ 10 25 40 Ohms/Link
- --------------------------------------------------------------------------------------------------------------------------
Metal Rs Metal 1 M1CONT 0 85 200 Ohms
- --------------------------------------------------------------------------------------------------------------------------
Metal Rs Metal 2 M2CONTWC 0 23 70 Ohms
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate Oxide BVGOXN -20 -15.5 -12.5 Volts
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate Oxide BVGOXP 11.5 13.5 20 Volts
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 6001: "CS080C"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtn N5_VTO W/L 40/0.8 0.6 0.725 0.85 Volts Linear Extrapolation
(Vd=0.1V, Vb=Vs=GND)
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat N5_IDSS W/L 40/0.8 13.6 16.8 20 mA Vg=Vd=5.0v, Vb=Vs=GND
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn N5_BVDSS W/L 40/0.8 10 13.5 17 Volts Vg=Vb=Vs=GND, Id=1uA
- --------------------------------------------------------------------------------------------------------------------------
MOS Vtp P5_VTO W/L 40/0.8 -1.1 -0.95 -0.8 Volts Linear Extrapolation
(Vd=-0.1V, Vb=Vs=GND)
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat P5_IDSS W/L 40/0.8 -9.2 -7.2 -5.6 mA Vg-Vd-5.0v, Vb=Vs=GND
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn P5_BVDSS W/L 40/0.8 -15 -12.5 -10 Volts Vg=Vb=Vs=GND, Id=1uA
- --------------------------------------------------------------------------------------------------------------------------
Via Contact RM1N_RES M1/N+ Chain 0 250000 500000 Ohms Vf=5.0v
- --------------------------------------------------------------------------------------------------------------------------
Via Contact RM1P_RES M1/P+ Chain 0 300000 600000 Ohms Vf=-5.0v
- --------------------------------------------------------------------------------------------------------------------------
Via M2 Via RVIAH_RES Via Chain 0 5000 18000 Ohms Vf-5.0v
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N-Well RNW1_RES N- in 1000 2000 3000 Ohms Vf=1v
Composite
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P-Well RPSUB2_RES P- in 70 110 150 Ohms Vf=-1v
Composite
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N+ RDIFFN1_RES N+ Diffusion 570 750 930 Ohms Vf=1v
in P-Well
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P+ RDIFFP1_RES P+ Diffusion 1260 1400 1580 Ohms Vf=-1v
in N-Well
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate Oxide GOXN_BVD 99870um2 -22 -12 -10 Volts If=1ua
Poly Cap
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate Oxide GOXP_BVD 99840um2 10 12 22 Volts If=1ua
Poly Cap
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 6001: "CS080CBI"
Table of parameters to be defined.
<PAGE>
Fairchlid Maine Fab 6001: "CS080CBTX"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement Method
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtn N5_VTO W/L 40/0.8 0.6 0.725 0.85 Volts Linear Extrapolation
(Vd=0.1V, Vb=Vs=GND)
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat N5_IDSS W/L 40/0.8 13.6 16.8 20 mA Vg=Vd=5.0v, Vb=Vs=GND
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn N5_BVDSS W/L 40/0.8 10 13.5 17 Volts Vg=Vb=Vs=GND, Id=1uA
- --------------------------------------------------------------------------------------------------------------------------
MOS Vtp P5_VTO W/L 40/0.8 -1.1 -0.95 -0.8 Volts Linear Extrapolation
(Vd=0.1V, Vb=Vs=GND)
- --------------------------------------------------------------------------------------------------------------------------
MOS Idsat P5_IDSS W/L 40/0.8 -9.2 -7.2 -5.6 mA Vg=Vd=5.0v, Vb=Vs=GND
- --------------------------------------------------------------------------------------------------------------------------
MOS Bvdn P5_BVDSS W/L 40/0.8 -15 -12.5 -10 Volts Vg=Vb=Vs=GND, Id=1uA
- --------------------------------------------------------------------------------------------------------------------------
Via Contact RM1N_RES M1/N+ Chain 00 250000 500000 Ohms Vf=5.0v
- --------------------------------------------------------------------------------------------------------------------------
Via Contact RM1P_RES M1P+ Chain 0 300000 600000 Ohms Vf=-5.0v
- --------------------------------------------------------------------------------------------------------------------------
Via M2 Via RVIAH_RES Via Chain 0 5000 18000 Ohms Vf=5.0v
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N-Well RNW1_RES N-in 1000 2000 3000 Ohms Vf-1v
Composite
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P-Well RPSUB2_RES P-in 70 110 150 Ohms Vf=-1v
Composite
- --------------------------------------------------------------------------------------------------------------------------
Diffusion N+ RDIFFN1_RES N+ 570 750 930 Ohms Vf-1v
Diffusion
in P-Well
- --------------------------------------------------------------------------------------------------------------------------
Diffusion P+ RDIFFP1_RES P+ 1260 1400 1580 Ohms Vf=-1v
Diffusion
in N-Well
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate Oxide GOXN_BVD 99870um2 -22 -12 -10 Volts If=-1ua
Poly Cap
- --------------------------------------------------------------------------------------------------------------------------
Yd Gate Oxide GOXP_BVD 99840um2 10 12 22 Volts If=1ua
Poly Cap
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Base RBU Vander Pau 1100 1330 1550 Ohms/Sq Calculated Ohms/sq
- --------------------------------------------------------------------------------------------------------------------------
Diffusion Buried Layer RBLU Vander Pau 23 29 35 Ohms/Sq Calculated Ohms/sq
- --------------------------------------------------------------------------------------------------------------------------
BJT Beta NPN1_BF100U 2.24ux2.08um 35 70 115 Ie=100uA, Vce=1.0v
- --------------------------------------------------------------------------------------------------------------------------
BJT CBO NPN1_BVCBO 2.24ux2.08um 10 16.8 20 Volts Ic=1uA, Vb=GND
- --------------------------------------------------------------------------------------------------------------------------
BJT EBO NPN1_BVEBO 2.24ux2.08um 5.5 5.75 6.1 Volts Ie=1uA, Vb=GND
- --------------------------------------------------------------------------------------------------------------------------
BJT CEO Q1_VCEO 2.24ux2.08um 5.5 7 10 Volts Ve=-100uA, Vc=GND
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 6001: "CS080CBIHY"
Table of Parameters to be defined, because process development
is not yet completed.
<PAGE>
Fairchld Maine Fab 6001: "CS080CBIP
Table of Parameters to be defined, because process development
is not yet completed.
Fairchild Maine Fab 6001: "CS080CBIVU"
Table of Parameters to be defined, because process development
is not yet completed.
<PAGE>
EXHIBIT G
PRICES FOR WAFER SORT AND EPI PROCESSING
South Portland, Maine
Wafer Sort Cost [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND [CONFIDENTIAL INFORMATION
FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION] SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND [CONFIDENTIAL INFORMATION
FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION] SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND [CONFIDENTIAL INFORMATION
FILED SEPARATELY WITH THE OMITTED AND FILED
SECURITIES AND EXCHANGE COMMISSION] SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Penang, Malaysia
Wafer Sort Cost [CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION [CONFIDENTIAL INFORMATION OMITTED
OMITTED AND FILED SEPARATELY AND FILED SEPARATELY WITH THE
WITH THE SECURITIES AND SECURITIES AND EXCHANGE
EXCHANGE COMMISSION] COMMISSION]
West Jordan, Utah
<PAGE>
Wafer Sort Cost [CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION [CONFIDENTIAL INFORMATION OMITTED
OMITTED AND FILED SEPARATELY AND FILED SEPARATELY WITH THE
WITH THE SECURITIES AND SECURITIES AND EXCHANGE
EXCHANGE COMMISSION] COMMISSION]
Non-recurring costs
[CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION [CONFIDENTIAL INFORMATION OMITTED
OMITTED AND FILED SEPARATELY AND FILED SEPARATELY WITH THE
WITH THE SECURITIES AND SECURITIES AND EXCHANGE
EXCHANGE COMMISSION] COMMISSION]
[CONFIDENTIAL INFORMATION [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY OMITTED AND FILED
WITH THE SECURITIES AND SEPARATELY WITH THE
EXCHANGE COMMISSION] SECURITIES AND EXCHANGE
COMMISSION]
[CONFIDENTIAL INFORMATION [CONFIDENTIAL INFORMATION OMITTED
OMITTED AND FILED SEPARATELY AND FILED SEPARATELY WITH THE
WITH THE SECURITIES AND SECURITIES AND EXCHANGE
EXCHANGE COMMISSION] COMMISSION]
[CONFIDENTIAL INFORMATION [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY OMITTED AND FILED
WITH THE SECURITIES AND SEPARATELY WITH THE
EXCHANGE COMMISSION] SECURITIES AND EXCHANGE
COMMISSION]
<PAGE>
Sort Operating Principles
FAIRCHILD will load the South Portland, Maine, West Jordan, Utah and Penang,
Malaysia Wafer Sort facilities in a manner that minimizes the total costs to
NATIONAL, while generating the best possible yield control for NATIONAL
Products. This means that Penang will be the primary sorting site for those
Products which can be sorted there, unless otherwise instructed by NATIONAL.
on a case by case basis, FAIRCHILD will provide NATIONAL the opportunity to
install NATIONAL's automatic test equipment within FAIRCHILD's Facilities, which
might be required to take advantage of FAIRCHILD's Integrated Yield Management
services. FAIRCHILD will quote hourly rates for operations, maintenance and
support services, and NATIONAL will assume the costs of equipment depreciation,
spare parts, initial setup, probe cards, and electrical interface boards.
New sort hardware setups or Wafer sort for new Products
In the case of new hardware setups or Wafer sort for new Products, if the
hardware and/or test program is provided by National, Fairchild will connect the
hardware and/or test program and attempt to sort wafers. If engineering problems
are found then Fairchild will debug and solve the problems to the extent of its
capabilities utilizing Best Efforts.
Epitaxial Layer Processing
[CONFIDENTIAL INFORMATION OMITTED AND [CONFIDENTIAL INFORMATION
FILED SEPARATELY WITH THE SECURITIES OMITTED AND FILED SEPARATELY
AND EXCHANGE COMMISSION] WITH THE SECURITIES AND EXCHANGE
COMMISSION]
<PAGE>
EXHIBIT J
OPERATIONAL SUPPORT SERVICES AND FEES
The following Operational Support Services can be provided by Fairchild to
National for a fee. If no fee is stated it will be negotiated by the Parties at
a future date.
Production Control Management and Scheduling for National Product lines
Mask Making Services: Price
- --------------------- -----
Prefracture Edits to Database [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
Reticle Generation [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
Database Fracture [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
Product Specific Test Pattern Modules [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
DRC Verification, up to 20 hours effort [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
for time in excess of 20 hours [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
Database Conversion and Boolean [CONFIDENTIAL INFORMATION OMITTED
Operations AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
for time in excess of 50 hours [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION]
<PAGE>
Mathematical Modeling and
Characterization Services:
Price Per [CONFIDENTIAL Minimum
--------- -------
INFORMATION OMITTED AND [CONFIDENTIAL
FILED SEPARATELY WITH INFORMATION
THE SECURITIES AND OMITTED AND
EXCHANGE COMMISSION] FILED SEPARATELY
WITH THE
SECURITIES AND
EXCHANGE
COMMISSION]
Process Circuit Model File [CONFIDENTIAL [CONFIDENTIAL
Generation INFORMATION OMITTED AND INFORMATION
FILED SEPARATELY WITH OMITTED AND
THE SECURITIES AND FILED SEPARATELY
EXCHANGE COMMISSION] WITH THE
SECURITIES AND
EXCHANGE
COMMISSION]
Analog Specific Parameter [CONFIDENTIAL [CONFIDENTIAL
Information INFORMATION OMITTED AND INFORMATION
FILED SEPARATELY WITH OMITTED AND
THE SECURITIES AND FILED SEPARATELY
EXCHANGE COMMISSION] WITH THE
SECURITIES AND
EXCHANGE
COMMISSION]
Enhanced Electrical Testing [CONFIDENTIAL [CONFIDENTIAL
for New Designs INFORMATION OMITTED AND INFORMATION
FILED SEPARATELY WITH OMITTED AND
THE SECURITIES AND FILED SEPARATELY
EXCHANGE COMMISSION] WITH THE
SECURITIES AND
EXCHANGE
COMMISSION]
Geom-Gen and Cadence Symbol [CONFIDENTIAL [CONFIDENTIAL
Generation INFORMATION OMITTED AND INFORMATION
FILED SEPARATELY WITH OMITTED AND
THE SECURITIES AND FILED SEPARATELY
EXCHANGE COMMISSION] WITH THE
SECURITIES AND
EXCHANGE
OMMISSION]
Automatic Test Equipment
Development Services:
<PAGE>
Price Per [CONFIDENTIAL Minimum
--------- -------
INFORMATION OMITTED AND
FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
MCT20xx Test Program Creation [CONFIDENTIAL [CONFIDENTIAL
INFORMATION OMITTED AND INFORMATION
FILED SEPARATELY WITH OMITTED AND FILED
THE SECURITIES AND SEPARATELY WITH
EXCHANGE COMMISSION] THE SECURITIES
AND EXCHANGE
COMMISSION]
MCT20xx Custom Test Solution [CONFIDENTIAL INFORMATION OMITTED AND
Development FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Test Program Port to LTX [CONFIDENTIAL [CONFIDENTIAL
MicroMaster System INFORMATION OMITTED AND INFORMATION
FILED SEPARATELY WITH OMITTED AND FILED
THE SECURITIES AND SEPARATELY WITH
EXCHANGE COMMISSION] THE SECURITIES AND
EXCHANGE
COMMISSION]
Integrated Yield Management Services [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
Semiconductor Electrical Failure Analysis Services
Price Per hour
--------------
Capability (Unless otherwise stated)
----------
Device Analysis
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
Material Analysis
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND EXCHANGE INFORMATION OMITTED AND
COMMISSION] FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION]
Priority processing:
The standard charges above are for failure analysis completion within
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] of receipt by Fairchild.
Expedited analysis (move to the top of the queue) is available at a
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] surcharge.
The Parties agree that the minimum charge for failure analysis will be
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] per job (any combination of service) or [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], whichever is greater.
<PAGE>
Fairchild may accept National analysis work from other non-Fairchild wafer
facilities, based on workload and analysis complexity.
<PAGE>
EXHIBIT K
CYCLE TIME AND EXPEDITED PROCESSING
HOT LOT CYCLE TIMES AND PRICING
Fiscal Year 1998 Wafer Processing Cycle Times (in Days)
Standard Hot Lot Super Hot
Process cycle time cycle time cycle time
- ------- ---------- ---------- ----------
West Jordan, Utah Fab:
Standard Hot Lot Super Hot
Process cycle time cycle time cycle time
- ------- ---------- ---------- ----------
CE80 SLM 50 35 24
CE80 DLM 55 39 26
CS100P 50 35 24
CS100HE2 60 42 28
CS08OSG 48 34 23
CS08OSG3 60 42 25
CS65SE 60 42 24
South Portland, Maine Fab:
Standard Hot Lot Super Hot
Process cycle time cycle time cycle time
------- ---------- ---------- ----------
CS80C 42 29 23
CS80CBTX 52 36 28
CS80CBI 52 36 28
ABiC IV 2LM 58 44 36
ABiC IV 4LM 70 51 42
Interface Bipolar 27 19 15
Metal Gate CMOS 13 10 8
National will be charged a premium per hot lot started as follows:
for Hot Lots, the premium will be $4,000. per lot
for Super Hot Lots, the premium will be $10,000. per lot
The standard lot sizes of 12 or 24 Wafers will apply.
<PAGE>
EXHIBIT L
1. Prices for Wafers manufactured in the six-inch fab in South Portland,
Maine will be determined as follows. Shortly prior to the conclusion of
the first six (6) fiscal periods under this Agreement ("Fiscal Half"), the
Parties shall meet in order to determine new prices for the Second Fiscal
Half. At that meeting the Parties will review the manufacturing history
during such part of the First Fiscal Half for which such information shall
be available in order to determine Fairchild's actual manufacturing cost
base for that Wafer Module which shall be consistent with National's
standard cost accounting practices in effect as of the Effective Date,
(the "Class 1 Reference Cost Base"). If the Class 1 Reference Cost Base
plus a twenty-five percent (25%) markup, is less than the price applicable
for the first Fiscal Half, prices for the second Fiscal Half will be equal
to the Class 1 Reference Cost Base plus a twenty-five percent (25%)
markup. If Fairchild's actual costs have increased, the prices will remain
the same. Exhibit N sets forth the prices for Wafers to be manufactured in
the South Portland, Maine six-inch fab during the next twenty-seven (27)
fiscal periods of this Agreement based on the forecast volumes. For
different volumes, the prices may vary as set forth in the Revenue Side
Letter.
2. Prices for Wafers manufactured on the four and five-inch fabs in South
Portland, Maine and the West Jordan, Utah fab will be determined as
follows. Shortly prior to the conclusion of the first Fiscal Half, the
Parties shall meet in order to determine new prices for each of the
aforementioned Wafer Modules for the second Fiscal Half. At that meeting
the Parties will review the manufacturing history during such part of the
first Fiscal Half for which such information shall be available in order
to determine each Wafer Module's actual manufacturing cost base which
shall be consistent with National's standard cost accounting practices in
effect as of the Effective Date, (the "Reference Cost Base" per applicable
Wafer Module). For each Wafer Module, if the Reference Cost Base plus a
twenty-five percent (25%) markup is less than the price applicable for the
first Fiscal Half, prices for the second Fiscal Half for that Wafer Module
will be equal to its Reference Cost Base plus a twenty-five percent (25%)
markup. If Fairchild's actual costs have increased, the prices for Wafers
manufactured in that Wafer Module will remain the same as during the first
Fiscal Half.
The applicable Reference Cost Base and second Fiscal Half prices will
remain in effect for each of the aforementioned Wafer Modules for the
remaining term of this Agreement. Shortly prior to the conclusion of the
eighteenth (18th) fiscal period of this Agreement, and every six (6)
fiscal periods thereafter, the Parties shall meet in order to determine
Fairchild's actual manufacturing costs for the preceding Fiscal Half which
shall be consistent with National's standard cost accounting practices in
effect as of the Effective Date. If a Wafer Module's actual costs during
the previous Fiscal Half were lower than its Reference Cost Base, the
Parties shall calculate what National would have paid if such actual costs
had been used in originally setting the prices, rather than the applicable
Reference Cost Base. Fairchild shall give National a credit equal to fifty
percent (50%) of the savings National would have realized if it had paid
the recalculated prices. No monies will be owing to or from National or to
or from Fairchild if Fairchild's actual costs during
<PAGE>
the preceding Fiscal Half were higher than the applicable Reference Cost
Base.
3. The prices for any Wafers or Equivalent Wafers purchased during a National
fiscal year in excess of the Forecast Volumes are set forth in Exhibit N.
4. If National does not place orders for Wafers or Equivalent Wafers in
accordance with the Forecast Volumes during any National fiscal year, the
provisions of the Revenue Side Letter will apply with respect to the
manner in which National will discharge its commitment to Fairchild for
that fiscal year.
5. Pricing for any extension and/or ramp-down period beyond the first
thirty-nine (39) fiscal periods of this Agreement will be negotiated in
good faith by the Parties.
<PAGE>
Exhibit M
04-97
- ----- Water Equiv Equiv Fixed
Starts Factor Wafers % of Feb Ovhd
------ ------ ------ -------- ----
CS080C 4.3 1.00 4.3 14.7% 1.9
CS80CBTX 9.6 1.27 12.2 41.7% 5.4
CS80C81 0.7 1.46 1.0 3.5% 0.5
ABIC 1.9 1.65 3.1 10.7% 1.4
Total NBC 15.5 20.6 70.6% 9.2
FSC 8.6 1.00 8.6 29.4% 3.8
Total 6" Fab 25. 29.2 100.0% 13.0
FY98
- ----
CS080C 24.6 1.00 24.6 24.6% 13.2
CS80CBTX 20.0 1.27 25.4 25.4% 13.6
CS80CBI 3.9 1.45 5.7 5.6% 3.0
ABIC 8.3 1.65 13.7 13.7% 7.3
Total NSC 56.8 69.4 69.2% 37.1
FSC 30.8 1.00 30.8 30.8% 16.5
Total 6" Fab 87.5 100.2 100.0% 53.6
FY99
- ---- Water Equiv Equiv Fixed
Starts Factor Wafers % of Feb Ovhd
------ ------ ------ -------- ----
CS080C 0.0 1.00 0.0 0.05% 0.0
CS80CBTX 6.0 1.27 7.6 6.7% 3.6
CS80CBI 16.5 1.45 23.9 21.2% 11.4
ABIC 23.5 1.54 38.8 34.3% 18.4
Total NSC 46.0 70.3 62.3% 33.4
FSC 42.6 1.00 42.6 37.7% 20.2
Total 6" Fab 88.6 112.9 100.0% 53.6
FY00
- ---- Water Equiv Equiv Fixed
Starts Factor Wafers % of Feb Ovhd
------ ------ ------ -------- ----
CS080C 0.0 1.00 0.0 0.0% 0.0
CS80CBTX 0.0 1.27 0.0 0.0% 0.0
CS80CBI 20.1 1.45 29.1 23.5% 12.6
ABIC 27.4 1.65 45.2 36.4% 19.5
Total NSC 47.5 74.4 59.9% 32.1
FSC 49.8 1.00 49.8 40.1% 21.5
Total 6" Fab 97.3 124.2 100.0% 53.6
<PAGE>
<TABLE>
<CAPTION>
Exhibit N
--------------------------------------------------------------------------------------------------------
FY97 FY98 FY99 FY00
---------------------------------------------------------------------------------------------------
Q4 Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
South
Portland
- --------
Includes
EPI where
applicable
------ ------ ------
BCT1.0 Price 1,008 1,008 1,008 1,008 1,008 1,008 892 892 892 892 892 791 791 791 791 791
Starts 0.6 -- -- --
Revenue 0.5 -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
CS80C Price 1,008 1,008 1,008 1,008 1,008 1,008 892 892 892 892 892 791 791 791 791 791
Starts 3.7 6.4 5.9 6.4 5.9 24.6 -- --
Revenue 3.5 5.9 5.5 5.9 5.5 22.8 -- -- -- -- -- -- -- -- -- --
CS80CBTX Price 1,252 1,252 1,252 1,252 1,252 1,252 1,106 1,106 1,106 1,106 1,106 977 977 977 977 977
Starts 9.6 6.1 3.9 6.0 3.9 19.9 1.2 1.5 1.7 1.6 6.0 --
Revenue 10.8 6.9 4.4 6.8 4.4 22.4 1.2 1.5 1.7 1.6 6.0 -- -- -- -- --
CS809CBi Price 1,416 1,416 1,416 1,416 1,416 1,416 1,247 1,247 1,247 1,247 1,247 1,100 1,100 1,100 1,100 1,100
Starts 0.7 0.9 1.0 1.0 1.0 3.9 4.1 4.1 4.1 4.2 16.5 5.0 5.0 5.0 5.0 20.1
Revenue 0.9 1.1 1.3 1.3 1.3 5.0 4.6 4.6 4.6 4.7 18.5 5.0 5.0 5.0 5.0 19.9
ABiC 2LM Price 1,597 1,597 1,597 1,597 1,597 1,597 1,405 1,405 1,405 1,405 1,405 1,239 1,239 1,239 1,239 1,239
Starts 1.9 2.0 2.1 2.0 2.1 8.2 4.6 5.5 6.2 7.2 23.5 6.9 6.9 6.9 6.9 27.6
Revenue 2.7 2.8 3.0 2.8 3.0 11.7 5.8 6.9 7.8 9.0 29.4 7.6 7.6 7.6 7.6 30.4
ABiC 4LM Price 2,010 2,010 2,010 2,010 2,010 2,010 1,778 1,778 1,778 1,778 1,778 1,576 1,576 1,576 1,576 1,576
Starts 2.0 -- -- --
Revenue 0.4 -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
TOTAL
Class 1 ASP 1,250 1,212 1,217 1,213 1,217 1,214 1,296 1,298 1,301 1,309 1,301 1,172 1,172 1,172 1,172 1,172
Starts 16.7 15.4 12.9 15.4 12.9 56.6 9.9 11.1 12.0 13.0 46.0 11.9 11.9 11.9 11.9 47.7
Revenue 18.8 16.8 14.1 16.8 14.1 61.9 11.5 13.0 14.0 15.3 53.9 12.6 12.6 12.6 12.6 50.3
Comm'l 4100 Price/4" 143 413 143 143 143 143 143 143 143 143 143 143 143 143 143 143
4" 36.5 36.5 36.5 36.5 36.5 145.9 30.9 30.9 30.9 30.9 123.7 26.2 26.2 26.2 26.2 104.7
Starts
6" equiv 16.2 16.2 16.2 16.2 16.2 64.8 13.7 13.7 13.7 13.7 55.0 11.6 11.6 11.6 11.6 46.5
Revenue 5.0 5.0 5.0 5.0 5.0 19.8 4.2 4.2 4.2 4.2 16.8 3.6 3.6 3.6 3.6 14.2
Comm'l 5100 Price/5" 222 222 222 222 222 222 222 222 222 222 222 222 222 222 222 222
5" 0.7 0.2 0.2 0.2 0.2 0.9 0.2 0.2 0.2 0.2 0.7 0.1 0.1 0.1 0.1 0.6
Starts
6" equiv 0.5 0.2 0.2 0.2 0.2 0.6 0.1 0.1 0.1 0.1 0.5 0.1 0.1 0.1 0.1 0.4
Revenue 0.1 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.0 0.0 0.2 0.0 0.0 0.0 0.0 0.1
Subtotal FM 6" 33.4 31.8 29.3 31.8 39.2 122.0 23.8 25.0 25.9 26.9 101.5 23.7 23.7 23.7 23.7 94.6
fabs Starts
Revenue 23.9 21.8 19.1 21.8 19.1 81.9 15.8 17.2 18.3 19.5 70.8 16.2 16.2 16.2 16.2 64.7
TE-EPI Price 46 46 46 46 46 46 46 46 46 46 46 46 46 46 46 46
Starts 25.8 19.8 19.8 19.8 19.8 79.2 4.0 4.0 4.0 4.0 16.0 1.0 1.0 1.0 1.0 4.0
Revenue 1.2 0.9 0.9 0.9 0.9 3.6 0.2 0.2 0.2 0.2 0.7 0.0 0.0 0.0 0.0 0.2
------ ------ ------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit N
-----------------------------------------------------------------------------------------------------
FY97 FY98 FY99 FY00
-----------------------------------------------------------------------------------------------
Q4 Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Salt Lake
------ ------ ------
CS100E2 Price 848 848 848 848 848 848 797 797 797 797 797 749 749 749 749 749
Starts 1.3 2.1 2.1 2.1 2.1 8.5 1.2 1.2 1.2 1.2 4.7 -- -- -- -- --
Revenue 1.0 1.7 1.7 1.7 1.7 6.6 0.9 0.9 0.9 0.9 3.5 -- -- -- -- --
CE130 Price 627 627 627 627 627 627 589 589 589 589 589 554 554 554 554 554
Starts 0.9 -- -- -- -- -- -- -- -- -- -- --
Revenue 0.5 -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
CE80 Price 669 669 669 669 669 669 628 628 628 628 628 591 591 591 591 591
Starts 1.3 2.4 2.4 2.4 2.4 9.6 0.6 0.6 0.6 0.6 2.2 -- -- -- -- --
Revenue 0.8 1.5 1.5 15. 1.5 1.5 5.9 0.3 0.3 0.3 1.3 -- -- -- -- --
CS80SG Price 1,789 1,789 1,789 1,789 1,789 1,789 1,682 1,682 1,682 1,682 1,682 1,581 1,581 1,581 1,581 1,581
Starts 0.1 0.1 0.1 0.1 0.1 0.4 -- -- -- -- -- -- -- -- -- --
Revenue 0.2 0.2 0.2 0.2 0.2 0.7 -- -- -- -- -- -- -- -- -- --
CS65 Price 2,141 2,141 2,141 2,141 2,141 2,141 2,013 2,013 2,013 2,013 2,013 1,892 1,892 1,892 1,892 1,892
Starts -- 0.3 0.3 0.3 0.3 1.0 0.0 0.0 0.0 0.0 0.1 -- -- -- -- --
Revenue -- 0.5 0.5 0.5 0.5 2.0 0.1 0.1 0.1 0.1 0.2 -- -- -- -- --
CE80DLM Price 755 755 755 7557 755 755 710 710 710 710 710 667 667 667 667 667
Starts
Revenue
TOTAL SL Revenue 773 864 864 864 864 864 782 782 782 782 782 n/a n/a n/a n/a n/a
Starts 3.5 4.9 4.9 4.9 4.9 19.5 1.8 1.8 1.8 1.8 7.0 -- -- -- -- --
Revenue 2.4 3.8 3.8 3.8 3.8 15.2 1.2 1.2 1.2 1.2 5.0 -- -- -- -- --
------ ------ ------
</TABLE>
- --------------------------------------------------------------------------------
Prices for incremental volumes above the forecasted volumes will be priced
per table:
South Portland 4" commercial $ 70
5" commercial $110
6" fab
ABiC2LM $825
CS80CBTX $635
CS80CBI $705
CS80C $500
BCT1.0 $705
ABiC4LM $1,000
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT O
PRINCIPLES OF MANUFACTURING
(Degree) Forecasted volumes will be supplied covering all aspects of activity
for 3 years.
(Degree) National will meet a Revenue commitment of $330m over 3 years and 3
months, effective the day of closing of the purchase agreement.
(Degree) Price will be fixed for the first 6 months. Pricing will reflect
National's full absorption of the fixed cost based on its percent
utilization of the South Portland, Maine 6" facility (i.e., this
incorporates the agreed equivalency factors).
(Degree) Principles will be set to establish pricing for the second 6 months.
(Degree) Cost base for FM Class 1 will be Q4 Forecast FY97 with a fully
capitalized base.
(Degree) National will pay a mark up of 25% in the first 12 months.
(Degree) For Class 1 the pricing after the initial 12 months is targeted to
decline 12% or better given equal loadings in each subsequent interval.
If the volume is greater price reduction will be increased accordingly.
(Degree) Incremental volumes above the forecast volumes will be priced per
table:
4" = $ 70
5" = $110
6" ABIC $825
CBTX $635
CBI $705
CS80 $500
(Degree) Available incremental capacity will be at the same rate as the base.
(Degree) Pricing activity beyond Fiscal Year 00
- In case the Parties are unable to agree on prices for the following
year, the prices used in the previous year will remain in effect,
and the Parties will be allowed to reduce the capacity commitment
each quarter by a quantity of 20%, starting one quarter after the
price agreements expire. A notice shall be given 90 days prior to
any capacity reduction.
(Degree) For the Class 100 and the Penang Assembly and Test Facilities the price
after the initial 12 months commitment will be at cost plus 25%. If the
actual cost is better than the agreed upon base a credit will be given
to National in the subsequent Fiscal Half equal to 50% of the savings.
If the cost is greater than the agreed upon base, the price will be at
the agreed upon base.
<PAGE>
REVENUE SIDE LETTER
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
March 11, 1997
Fairchild Semiconductor Corporation
333 Western Avenue
South Portland, ME 04106
Attn: Mr. Kirk P. Pond
President and CEO
Re: Asset Purchase Agreement, dated March 11, 1997, by and between National
Semiconductor Corporation ("National") and Fairchild Semiconductor
Corporation ("Fairchild")
Gentlemen and Ladies:
This will confirm our agreement that during the first [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] months following the close of the above-referenced Asset Purchase
Agreement, National shall purchase from Fairchild a minimum of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] in goods and services (the "Revenue Commitment") under the following
agreements to be entered into by National and Fairchild at the close of the
Asset Purchase Agreement: the Foundry Services Agreement, Assembly Services
Agreement and Mil/Aero Wafer and Services Agreement (collectively, the
"Operating Agreements").
To assure Fairchild of a consistent revenue stream, National agrees that
it will manage the Revenue Commitment by purchasing from Fairchild goods and
services in at least the amounts of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in Fiscal Year
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] in fiscal year [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] and [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] in Fiscal Year [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. While
purchases for the purchases for the remaining [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the Revenue
Commitment may be made by National at any time during the [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH
<PAGE>
THE SECURITIES AND EXCHANGE COMMISSION] period, National shall work with
Fairchild to avoid bottlenecks in Fairchild's capacity. National and Fairchild
will periodically review the forecasts submitted under the Operating Agreements
in order to ensure that National is on schedule to satisfy both its annual
minimum revenue guarantee and its obligations under the Revenue Commitment as a
whole. If those forecasts indicate that National will not meet such obligations,
the parties shall meet to adjust the volumes and/or pricing in one or more of
the Operating Agreements until such obligations are satisfied. If the parties
cannot reach agreement on such adjustments, National shall pay Fairchild a sum
equal to the shortfall in the profit that Fairchild would have earned and the
fixed costs that it would have recovered if National had purchased sufficient
goods and services sufficient to satisfy the minimum annual revenue guarantee,
or as the case may be, the Revenue Commitment as a whole.
One year after the close of the Asset Purchase Agreement, and every six
(6) months thereafter, the parties will meet to review Fairchild's recovery of
the fixed costs of its FM 6001 6-inch fab. Exhibit M of the Foundry Services
Agreement lists that portion of those fixed costs which National is expected to
cover by means of purchases thereunder. If such purchases are insufficient to
cover National's share of those costs for any fiscal year, National may credit
against the shortfall the fixed cost coverage of purchases made during that
fiscal year in excess of forecast volumes for Fairchild's other wafer fabs
and/or under the other Operating Agreements, it being understood that Fairchild
is obligated to provide capacity to National only as set forth in the Operating
Agreements. Should such additional purchases during that fiscal year be
insufficient to cover National's share of the fixed costs, National shall pay
Fairchild a sum equal to such remaining shortfall promptly after the end of the
fiscal year. Notwithstanding the foregoing, National shall not be required to
make up any shortfall to the extent that Fairchild's own use of the FM 6001 fab
is greater than that set forth in Exhibit M of the Foundry Services Agreement.
National will be relieved of its obligations hereunder to the extent it is
unable to meet the Revenue Commitment as a result of Fairchild's inability to
provide National with capacity as guaranteed under the Operating Agreements,
provided National has complied with the forecast and order requirements of such
Operating Agreements.
<PAGE>
Please confirm you agreement to the above by signing and returning a copy
to the undersigned.
Very truly yours,
NATIONAL SEMICONDUCTOR CORPORATION
/s/
BY: DONALD MACLEOD
Executive Vice President &
Chief Financial Officer
The foregoing is hereby agreed to and accepted by:
FAIRCHILD SEMICONDUCTOR CORPORATION
/s/
BY: JOSEPH R. MARTIN
Executive Vice President
and Chief Financial Officer
<PAGE>
FAIRCHILD ASSEMBLY SERVICES AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
THIS ASSEMBLY SERVICES AGREEMENT ("Agreement") is dated and made effective
this 11th day of March, 1997 (the "Effective Date") by and between NATIONAL
SEMICONDUCTOR CORPORATION, a Delaware corporation, having its principal place of
business at 2900 Semiconductor Drive, Santa Clara, California 95052-8090
("National") and [FAIRCHILD SEMICONDUCTOR CORPORATION], a Delaware corporation,
having its principal place of business at 333 Western Avenue, South Portland,
Maine 04106 ("Fairchild"), National and/or Fairchild may be referred to herein
as a "Party" or the "Parties" as the case may require.
WITNESSETH:
WHEREAS, the Parties have entered into a certain Asset Purchase Agreement
(hereinafter referred to as the "Purchase Agreement") under which Fairchild is
acquiring certain of the assets of National's Logic, Memory and Discrete Power
and Signal Technologies Business Units as historically conducted and accounted
for (including Flash Memory, but excluding Public Networks, Programmable
Products and Mil/Aero Logic Products) (the "Business"); and
WHEREAS, pursuant to the transactions contemplated in the Purchase
Agreement, Fairchild is acquiring National's manufacturing facilities in South
Portland, Maine (excluding the eight-inch fab and related facilities), West
Jordan, Utah, Penang, Malaysia and Cebu, the Philippines; and
WHEREAS, after the closing of the transactions contemplated by the
Purchase Agreement Fairchild will own or lease and operate the Facilities; and
WHEREAS, National has been performing assembly, test and other back-end
services at the Facilities; and
WHEREAS, National is conveying to Fairchild certain intellectual property
rights pursuant to the Technology Licensing and Transfer Agreement between
National and Fairchild, of even date herewith; and
WHEREAS, National and Fairchild desire to enter into an agreement under
which Fairchild will continue to provide certain services to National following
the closing of the transactions contemplated by the Purchase Agreement; and
WHEREAS, National and Fairchild recognize that the prices for assembly and
test services to be provided by Fairchild to
<PAGE>
National as set forth herein are determined based on the collateral transactions
and ongoing relationship between the Parties as expressed in the Purchase
Agreement, Revenue Side Letter between National and Fairchild of even date
herewith (the "Revenue Side Letter") and the other Operating Agreements (as
defined in Paragraph 9.1); and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the closing of the transactions contemplated by the Purchase
Agreement.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual movements and obligations hereinafter set forth, the
Parties hereto, intending to be legally bound hereby, do agree as follows:
1.0 DEFINITIONS
1.1 "Best Efforts" shall require that the obligated Party make a
diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require any
material expenditure of funds or the incurrence of any material
liability on the part of the obligated Party, which expenditure or
liability is unreasonable in light of the related objective, nor
does it require that the obligated Party act in a manner which would
otherwise be contrary to prudent business judgment or normal
commercial practices in order to accomplish the objective. The fact
that the objective is not actually accomplished is no indication
that the obligated Party did not in fact utilize its Best Efforts in
attempting to accomplish the objective.
1.2 "Confidential Information" shall have the meaning set forth in
Paragraph 16.1 below.
1.3 "Devices" shall mean National integrated circuits to be assembled
and/or tested by Fairchild hereunder.
1.4 "Die" shall mean the silicon die material, consigned by National to
Fairchild in wafer form, from which Devices are assembled.
1.5 "Effective Date" shall mean the date first set forth above.
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<PAGE>
1.6 "Facilities" shall mean the existing assembly facilities located at
Penang, Malaysia and Cebu, the Philippines, transferred to Fairchild
from National pursuant to the Purchase Agreement.
1.7 "Fairchild Assured Capacity" shall mean the capacity of assembly
and/or test services that Fairchild agrees to supply National
pursuant to Section 7 below.
1.8 "Fairchild" shall mean Fairchild Semiconductor Corporation and its
Subsidiaries.
1.9 "Mix" shall mean the allocation within a forecast by package type
and pin count.
1.10 "National" shall mean National Semiconductor Corporation and its
Subsidiaries.
1.11 "Specifications" shall mean National drawings, criteria and other
documented specifications in effect as of the Effective Date,
including, but not limited to, build procedures, buy-off criteria,
quality and reliability parameters, material specifications, marking
specifications, test settings, program specifications, load board
schematics, facilities and environmental SOP's, handling
requirements, lot and/or die traceability and processes for
manufacturing Devices.
1.12 "Subsidiary" shall mean any corporation, partnership, joint venture
or similar entity more than fifty percent (50%) owned or controlled
by a Party hereto, provided that any such entity shall no longer be
deemed a Subsidiary after such ownership or control ceases to exist.
1.13 "Technology Licensing and Transfer Agreement" shall mean the
agreement of even date herewith between the Parties under which
National is licensing and transferring certain intellectual property
rights to Fairchild.
2.0 INTELLECTUAL PROPERTY
2.1 The provisions of the Technology Licensing and
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<PAGE>
Transfer Agreement will govern all issues related to the respective
intellectual property rights of the Parties hereunder, to include
but not be limited to, use rights, ownership rights and
indemnification obligations.
2.2 All assembly and test services shall take place at the Facilities.
Fairchild shall not transfer any National-owned intellectual
property or other National technical information outside of the
Facilities or to any other site, other than as may be permitted
under the Technology Licensing and Transfer Agreement.
3.0 SHIPPING AND BUILD ORDER REQUIREMENTS
3.1 Fairchild shall provide backgrind, assembly and test services
hereunder in accordance with the Specifications. Such services shall
be performed at those Facilities at which they have historically
been performed.
3.2 National will, at "No Charge", deliver and consign to Fairchild at
the Facilities its electrically probed wafers or wafers requiring
wafer probe. Any reject die on said wafers shall be ink marked or
identified by National in a manner acceptable for use with
Fairchild's pattern recognition equipment. Wafers and other
materials shall be packed in accordance with the Specifications.
3.3 Fairchild shall be responsible for forecasting and ordering lead
frames, bonding wire, molding compound and other raw materials
required for assembly in sufficient quantities and with sufficient
lead times to meet its obligations under the Fairchild Assured
Capacity. Fairchild shall also be responsible for maintenance and
replacement costs associated with manufacturing tools and equipment
(e.g., mold die, trim and form die, lead frame tooling), except for
lead frame tooling which is currently owned by and used exclusively
for National.
3.4 National shall supply an appropriate bonding diagram and test
program (if applicable) for each Device to be assembled per the
Specifications.
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<PAGE>
3.5 Fairchild hereby agrees to verify the Die count and advise National
of any variance greater than one percent (1%).
3.6 National will provide Fairchild with a "Lot Traveler" in a format
identical to that in effect on the Effective Date and outlined in
Exhibit A hereto for the first six (6) months after the Effective
Date. After that period of time, Fairchild may utilize its own
Traveler, provided its form has previously been approved in writing
by National, which approval shall not be unreasonably withheld.
3.7 Fairchild shall provide National with the following manufacturing
data in a format and pursuant to criteria and procedures agreed to
by the parties, on a monthly basis:
(a) WIP from sealing through final assembly, including finished
goods;
(b) Test yield and wafer sort yield results (if applicable);
(c) Shipping activity (description, quantity, ship date);
(d) Acknowledgment of National Die shipments as well as such other
information which National may reasonably request from time to
time; and
(e) Cycle time (if requested by National).
3.8 Fairchild shall deliver completed lots to National, packaged in
accordance with the Specifications, with the assembly run card
enclosed for each assembly lot (kit). Future traceability for a lot
(kit) shall be based solely on the run card and shall be the
responsibility of National. The assembly run card shall show the
yield for each yield point in the assembly process. By mutual
agreement of the Parties, traceability may instead be software
based, so long as such records are accessible to both Parties.
4.0 PACKAGE/PROCESS CHANGES NOTIFICATION
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<PAGE>
4.1 If Fairchild proposes to make any change affecting the assembly
processes, materials and/or suppliers, to include, but not be
limited to, lead frame design, lead frame material, die attach
material, wire bond material, molding compound, lead plating process
or plating material, test programs or assembly procedures affecting
the Devices, Fairchild will notify National of the intended change
in accordance with Fairchild's change procedures then in effect. If
the proposed change is unacceptable to National, National and
Fairchild shall work together in efforts to resolve the problem. If
during the first thirty-nine (39) fiscal periods of this Agreement
the Parties are unable to resolve the problem, Fairchild shall not
make the proposed change. After the first 39 fiscal periods of this
Agreement, if the Parties are unable to resolve the problem,
Fairchild shall have the right to make such change upon the
provision of ninety (90) days prior written notice to National.
Notwithstanding the foregoing, however, Fairchild shall in no event
manufacture Devices other than in strict accordance with the
Specifications, or any amendments thereto, without the prior written
consent of National.
4.2 National shall provide at least fifteen (15) days prior written
notice to Fairchild of any proposed change in Die design, layout
modification, fabrication process, test programs or other changes
which may impact upon Fairchild's processing, handling or assembly
of Devices. Fairchild shall not be responsible for any assembly or
test loss incurred as a result of National's failure to provide
timely notification of such change.
4.3 National reserves the right to make changes to the Specifications
that reflect improvements, developments or other technically desired
changes in the Devices. National shall notify Fairchild of such
requested change orders and Fairchild shall respond within thirty
(30) working days regarding the feasibility, schedule and
anticipated costs of implementing such change orders. Once the
Parties have agreed in writing to the engineering changes, schedule
and prices thereof, Fairchild shall promptly take all measures
required to incorporate such change orders into the Devices.
Fairchild shall have the right to renegotiate the price and/or
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<PAGE>
its capacity commitments hereunder if such changes will have an
adverse effect on Fairchild's assembly or test capacity.
5.0 DEVICE ACCEPTANCE/QUALIFICATION/RAMP UP
5.1 Should Fairchild agree to add new package types requested by
National, Fairchild shall utilize its Best Efforts to complete
qualification assembly of new package types as soon as possible,
including qualification lots. National shall reimburse Fairchild for
the full costs of equipment, tooling and one time start up costs
required to manufacture new packages that Fairchild will exclusively
use for National, otherwise such costs will be shared.
5.2 National shall be responsible for specifying and performing any
qualification testing deemed necessary.
5.3 Fairchild reserves the right to refuse assembly of any new Devices
which violate Fairchild internal design or processing requirements
that are introduced after the Effective Date.
5.4 Fairchild shall provide National with a preliminary ramp-up
schedule, which may be subject to subsequent reduction by Fairchild
in the event unforeseen problems are encountered by Fairchild with
yields, process, capacity support, quality/reliability or other
product or process features. Fairchild shall immediately notify
National in writing of the necessity of any such reductions.
6.0 INSPECTION, ACCEPTANCE AND WARRANTY
6.1 For those Devices not tested by Fairchild, National shall conduct
incoming acceptance tests within ten (10) days after delivery at its
test facility. Upon completion of such tests, National shall
promptly report any shortage, damage or defective Devices in any
shipment. In the case of defective Devices found by National to
exceed applicable AQL and/or PPM Limits in effect as of the
Effective Date, or as subsequently agreed in writing by the Parties,
National shall promptly ship samples of defective
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<PAGE>
Devices to Fairchild for verification. If such testing demonstrates
that the shipment failed to meet the relevant Specifications due to
Fairchild workmanship or materials, National may at its option
either:
(a) deduct the defective Devices' purchase price from Fairchild's
invoice, in which event National shall, if requested by
Fairchild, return to Fairchild the damaged or defective
Devices at Fairchild's risk and expense,
(b) return the damaged or defective Devices to Fairchild, at
Fairchild's risk and expense, for credit, or
(c) scrap the defective Devices at Fairchild's request for credit.
6.2 Fairchild warrants that the services provided to National hereunder
shall conform to all applicable Specifications for assembly and/or
test and shall be free from defects in material and Fairchild's
workmanship. Such warranty, however, shall not apply to the design
or operation of the National supplied Die incorporated in the
Devices. This warranty is limited to a period of one (1) year from
the date of delivery to National. If, during the one year period:
(i) Fairchild is notified promptly upon discovery in writing by a
detailed description of any such defect in any Device; and
(ii) National receives a return material authorization number from
Fairchild and returns such Device to the applicable Facility
at National's expense for inspection; and
(iii) Fairchild's examination reveals that the Device is indeed
defective and does not meet the applicable Specification or is
defective in materials or Fairchild's workmanship and such
problems are not caused by accident, abuse, misuse, neglect,
improper storage, handling, packaging or installation, repair,
alteration or improper testing or use by someone other than
Fairchild
-8-
<PAGE>
then, within a reasonable time, Fairchild shall credit
National for such defective Device. Fairchild shall reimburse
National for the transportation charges paid by National in
returning such defective Devices to Fairchild. The performance
of this warranty shall not act to extend the one (1) year
warranty period for any Device(s) repaired or replaced beyond
that period applicable to such Devices(s) as originally
delivered.
6.3 THE FOREGOING WARRANTY CONSTITUTES FAIRCHILD'S EXCLUSIVE LIABILITY,
AND NATIONAL'S EXCLUSIVE REMEDY, FOR ANY BREACH OF WARRANTY.
FAIRCHILD MAKES AND NATIONAL RECEIVES NO WARRANTIES OR CONDITIONS ON
THE SERVICES PERFORMED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND FAIRCHILD SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.0 CAPACITY; VOLUME COMMITMENTS; PRODUCTION PLANNING
7.1 All planning herein will be done under National's accounting
calendar which currently divides its fiscal year into four (4) equal
fiscal quarters, each of which consists of three (3) fiscal periods.
The first two (2) periods of each quarter are of four (4) weeks in
duration and the third period is of (5) weeks duration.
7.2 Two (2) weeks prior to the end of each National fiscal period, or as
otherwise agreed by the Parties, National will provide to Fairchild
a baseline quantity of assembly starts, set forth in terms of
product family, package and pin count, for the next eight (8) fiscal
periods (the "Capacity Request"). National's initial Capacity
Request and Fairchild's Assured Capacity response formats are set
forth herein at Exhibit B.
7.3 Each fiscal period, National may make changes to the Capacity
Request in accordance with the following table, provided that the
maximum Capacity Request for each package and pin count module does
not exceed National's share of each package and pin count module's
installed equipment capacity. Any changes outside those permitted
under the following table must be by mutual consent of the Parties.
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<PAGE>
Fiscal Periods in
the Capacity Request Permitted Changes
-------------------- -----------------
Period 1 Fixed
Period 2 +/-10%
Period 3 +/-20%
Period 4 +/-40%
Period 5 +/-40%
Period 6 +/-40%
Period 7 +/-40%
Period 8 +/-40%
7.4 National's share of a package and pin count module's installed
equipment capacity will equal the previous Fairchild Assured
Capacity for that module, plus that percentage of any excess
capacity available in the package and pin count module equal to
National's percentage of the currently utilized capacity in said
module. Installed equipment capacity by package and pin count module
is set forth herein at Exhibit C.
7.5 One (1) work week after receipt of the Capacity Request, Fairchild
shall provide National with a response to such Capacity Request, the
"Fairchild Assured Capacity". The Fairchild Assured Capacity must
guarantee the amount requested in National's latest Capacity
Request, provided that any changes to National's latest Capacity
Request are within the limits of Paragraph 7.3. Fairchild shall
utilize its Best Efforts to comply with any requests by National for
capacity above those which are permitted under Paragraph 7.3. In any
case, Fairchild shall be obligated hereunder to provide National
with the assembly starts guaranteed in the Fairchild Assured
Capacity response. The initial Fairchild Assured Capacity response
shall be the last response provided prior to the Effective Date. Set
forth below are two examples of the foregoing:
Example #1 The new Capacity Request is less than the last Fairchild
Assured Capacity response.
<TABLE>
<CAPTION>
Period A B C D E F G H
------ - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Last Capacity Request 100 100 100 100 100 100 100 100
Last Fairchild Assured Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 90 80 60 60 60 60 60
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
New Fairchild Assured Capacity 100 90 80 60 60 60 60 60
</TABLE>
Example #2 The new Capacity Request is greater than the last
Fairchild Assured Capacity response.
<TABLE>
<CAPTION>
Period A B C D E F G H
------ - - - - - - - -
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Last Capacity Request 100 100 100 100 100 100 100 100
Last Fairchild Assured Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 110 120 140 140 140 140 140
New Fairchild Assured Capacity 100 110 120 140 140 140 140 140
</TABLE>
7.6 The timetable for the rolling eight fiscal period Capacity Request,
the Fairchild Assured Capacity response, purchase order release and
detailed Device level assembly starts request for the next fiscal
period are set forth in Exhibit D hereto.
8.0 PURCHASE ORDERS
8.1 All purchases and sales between Fairchild and National shall be
initiated by National's issuance of written purchase orders sent by
either first class mail or facsimile. By written agreement of the
Parties, purchase orders may also be sent and acknowledged by
electronic data exchange or other mutually satisfactory system. Such
"blanket" purchase orders shall be issued once per fiscal quarter
for assembly starts three (3) fiscal periods in the future. They
shall state the product family, package and pin count, and shipping
and invoicing instructions. Fairchild shall accept purchase orders
through a written or electronic acknowledgment. Within a reasonable
time after receipt of National's detailed Device level assembly
starts request for the next fiscal period, Fairchild shall provide
National with a Device delivery schedule either on a weekly basis as
assembly is started or for the assembly starts for the entire fiscal
period, as the Parties may agree in writing. The purchase orders may
utilize the first three (3) fiscal periods forecast in the eight
period rolling forecast supplied pursuant to Section 7, as the
embodiment of the purchase order for specifying the assembly starts
by package and pin count.
8.2 In the event of any conflict between the terms and conditions of
this Agreement and either Party's purchase order, acknowledgment, or
similar forms, priority shall be determined as
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<PAGE>
follows:
(a) typewritten or handwritten terms on the face of a written
purchase order, acknowledgment or similar document or in the
main body of an electronic equivalent which have been
specifically accepted in writing by the other Party's Program
Manager;
(b) the terms of this Agreement;
(c) preprinted terms incorporated in the purchase order,
acknowledgment or similar document.
8.3 Consistent with standard practices of issuing specific Device level
details of part numbers to be assembled on a weekly or periodic
basis, National may unilaterally change the part number to be
manufactured, provided that Fairchild agrees that the change does
not negatively impact Fairchild's loadings and provided further that
there is no change in the package and pin count to be used. A change
that will negatively impact loading or alter the package and pin
count may only be directed upon Fairchild's written agreement, which
shall utilize its Best Efforts to comply with such requested change.
The specific part number detail shall be submitted by first class
mail or facsimile. By written agreement of the Parties, specific
part number detail may also be sent by electronic data exchange, or
other mutually satisfactory system.
8.4 National shall request delivery dates which are consistent with
Fairchild's reasonable lead times for each Device as indicated at
the time National's purchase order is placed. Notwithstanding the
foregoing, Fairchild shall utilize its Best Efforts to accommodate
requests by National for quick turnarounds or "hot lots", which
includes prototype lots. Hot lot cycle times shall be a 50%
reduction of standard cycle time with a $2000.00 lot charge.
8.5 Fairchild may manufacture lots of any size which satisfy the
requirements of effective manufacturing. However, National must
place order for full
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<PAGE>
flow and prototype products in minimum lot sizes of three thousand
(3,000) Devices.
9.0 PRICING AND PAYMENT
9.1 The Parties hereby acknowledge that, as part of the collateral
transactions contemplated under the Purchase Agreement and ongoing
relationship between the Parties, they have entered into the Revenue
Side Letter under which National agrees to provide a minimum revenue
of Three Hundred Thirty Million Dollars ($330,000,000.00) to
Fairchild during the first thirty-nine (39) fiscal periods after the
Effective Date. National shall discharge its obligations under the
Revenue Side Letter by purchasing goods and services under this
Agreement, a corresponding Fairchild Foundry Services Agreement, and
a Mil/Aero Wafer and Services Agreement of even date herewith
(collectively the "Operating Agreements"). Set forth herein at
Exhibit G is the forecasted volume of assembly services that
National will purchase from Fairchild during the aforementioned
thirty-nine fiscal periods (the "Forecast Volumes"). The Forecast
Volumes are for pricing purposes under this Section 9 only and may
vary in magnitude and mix in practice, whereupon the prices
applicable to the revised magnitude and mix may also vary. The
Forecast Volumes will be reviewed and updated by the Parties every
fiscal period and shall be consistent with the principles of
manufacturing set forth in Exhibit H.
9.2 Set forth in Exhibit G hereto are the prices which National shall
pay to Fairchild for backgrind, standard assembly and test services
hereunder during the first six (6) fiscal periods of this Agreement.
The prices in Exhibit G for fiscal periods 7 through 39 are for
information purposes only and are based on the Parties' best
estimate of forecast volumes and projected costs.
9.3 The prices which National shall pay to Fairchild for background,
standard assembly and test services hereunder after the first six
(6) fiscal periods of this Agreement are set forth herein as
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<PAGE>
Exhibit K. The pricing methodology to be followed hereafter will
depend on the Facility at which the services will be provided.
9.4 For purposes of Exhibit K, National, or any "Big 6" accounting firm
designated by National, shall have reasonable rights to audit not
more than twice each fiscal year the books and records of Fairchild
relevant to the pricing terms of this Agreement in order to come to
agreement with Fairchild with regard to Fairchild's actual
manufacturing costs.
9.5 Prices are quoted and shall be paid in U.S. Dollars. Such prices are
on an FOB ship point basis. Payment terms are net thirty (30) from
date of invoice. Miscellaneous services may be invoiced separately.
9.6 National shall pay, in addition to the prices quoted or invoiced,
the amount of any freight, insurance, special handling and duties.
National shall also pay all sales, use, excise or other similar tax
applicable to the sale of goods or provision of services covered by
this Agreement, or National shall supply Fairchild with an
appropriate tax exemption certificate.
9.7 Quoted prices are based on the use of standard Fairchild processes
and on the assumption that National's product is readily
accommodated by Fairchild's assembly/handling equipment and
processes. Any changes that must be made thereto shall result in
additional charges to National that are mutually agreed to by the
Parties.
9.8 Unless otherwise noted, quoted prices for assembly shall include
packing, marking and testing in accordance with the Specifications
for Devices that are in production as of the Effective Date. For new
Devices added after the Effective Date, pricing will reflect
specifications and any special requirements for the Devices such as
multi-insertion testing.
9.9 Should yields below historical levels be directly attributable to
Die, materials, processes or documentation provided by National,
then National
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<PAGE>
shall be charged for the full price of Devices begun in assembly,
including handling, incurred by Fairchild in processing such units.
9.10 Should National terminate any order prior to process completion,
National shall be charged a prorated portion of the full price of
such Device subject to a negotiated adjustment, based on the process
termination point, including handling incurred by Fairchild in
processing the total quantity started in assembly.
9.11 Fairchild may invoice National for complete or partial lots (kits).
9.12 National shall in no event be required to pay prices in excess of
those charged by Fairchild for other third party customers, for
substantially similar services sold on substantially similar terms
(e.g., volume, payment terms, manufacturing criteria, contractual
commitments vs. spot buys, etc.). In the event Fairchild desires to
perform such services for other third party customers at such lower
prices, Fairchild shall immediately notify National and National
shall begin receiving the benefit of such lower price at the same
time as such other third party customer. This Paragraph 9.12 shall
not apply to the prices to be paid by National hereunder for the
first twelve (12) fiscal periods of this Agreement, or if National
fails to honor its fixed commitments under Section 7 and to the
extent that such sales by Fairchild to third party customers are
only made in an attempt to make up for any underutilization of
capacity thereby caused by National.
9.13 For assembly and test services not reflected in Exhibit G, terms
shall be on an individual purchase order basis at prices to be
negotiated by the Parties using a methodology based on that set
forth in Exhibit K.
10.0 DELIVERY; RESCHEDULING AND CANCELLATION
10.1 Fairchild shall make reasonable and diligent efforts to deliver
assembled and/or tested Devices
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<PAGE>
on the delivery dates published to National. Any shipment made
within +/- 3 days of the shipment date(s) published to National
shall constitute timely shipment,
10.2 All Devices delivered pursuant to the terms of this Agreement shall
be suitably packed for shipment in National's specified containers,
marked for shipment to National's address set forth in the
applicable purchase order and delivered to a carrier or forwarding
agent chosen by National. Fairchild shall not be responsible for
delays in shipment resulting from National's failure to supply
Fairchild with an adequate supply of National's specified
containers. Should National fail to designate a carrier, forwarding
agent or type of conveyance, Fairchild shall make such designation
in conformance with its standard shipping practices. Shipment will
be F.O.B. shipping point, at which time risk of loss and title shall
pass to National. Shipments will be subject to incoming inspection
as set forth in Paragraph 6.1 above.
10.3 National may, with Fairchild's prior written consent, reschedule
delivery of any order of assembled and/or tested Devices once each
fiscal period.
10.4 Subject to the provisions of Section 7 hereof, National may cancel
any purchase order at least two (2) weeks prior to the commencement
of work by Fairchild without charge, provided that National
reimburses Fairchild for the cost of any unique raw materials
purchased after such purchase order has been placed, and provided
further that Fairchild had provided National with a listing of
materials it considers unique.
10.5 As of 12:01 A.M. on the Effective Date, National will consign to
Fairchild all Devices located at the Facilities upon which National
had previously commenced services but which have not yet been
completed, which Devices are termed work in process in the Purchase
Agreement and which are not purchased by Fairchild thereunder.
Unless expressly directed in writing by National otherwise,
Fairchild shall commence performing
-16-
<PAGE>
services hereunder to bring such Devices to a normal state of
completion. National shall pay Fairchild for the accumulated
additional processing costs, plus a twenty-five percent (25%) mark
up, for the additional servicing taking place after the Effective
Date. The provisions of Sections 6 and 11 hereof shall specifically
apply to all such Devices.
11.0 QUALITY AND YIELD PROGRAMS
11.1 Fairchild shall maintain continuous cost, quality and yield
enhancement programs throughout the term of this Agreement.
11.2 Fairchild shall support National quality programs and shall supply
to National reports and/or manufacturing data in standard Fairchild
format that are in effect and which are required as of the Effective
Date.
11.3 Fairchild hereby warrants that the Facilities currently are, and
will remain throughout the term of this Agreement, ISO9000
certified.
12.0 ON-SITE INSPECTION AND INFORMATION
12.1 Fairchild shall allow National and/or National's customers to visit
and evaluate the Facilities during normal business hours as part of
established source inspection programs, it being understood and
agreed between National and Fairchild that National must obtain the
concurrence of Fairchild for the scheduling of all such visits,
which such concurrence shall not be unreasonably withheld. It is
anticipated that these visits will not occur more than once per
quarter on average.
12.2 Upon National's written request, Fairchild will provide National
with process control information, to include but not be limited to:
SPC, yield and other detailed assembly and test quality and
reliability data and associated analyses required to support
National and National's customers quality and reliability
-17-
<PAGE>
programs. Except for exigent circumstances, such requests shall not
be made more than twice per year for a given category of
information.
12.3 Upon National's request and Fairchild's agreement, which shall not
be unreasonably withheld, Fairchild shall provide National engineers
with access to the Facilities to the extent necessary to perform
yield improvement and product management updates relevant to this
Agreement. National's engineers will comply with all applicable
Fairchild regulations in force at the Facilities and National hereby
agrees to hold Fairchild harmless for any damages or liability
caused by any such National engineer which are attributable to: (i)
the negligence or willful malfeasance of such engineer and (ii) any
failure to comply with Fairchild's regulations in force at the
Facilities or with applicable law.
13.0 REPORTS AND COMMUNICATIONS
13.1 Each Party hereby appoints a Program Manager whose responsibilities
shall include acting as a focal point for the technical and
commercial discussions between them related to the subject matter of
this Agreement, to include monitoring within his or her respective
company the distribution of Confidential Information received from
the other Party and assisting in the prevention of the unauthorized
disclosure of Confidential Information within the company and to
third parties. The Program Managers shall also be responsible for
maintaining pertinent records arranging such conferences, visits,
reports and other conditions as are necessary to fulfill the terms
and conditions of this Agreement. The names, addresses and telephone
numbers of the Program Managers will be communicated between the
Parties from time to time.
14.0 EXPORT CONTROL
14.1 The Parties acknowledge that each must comply with all rules and
laws of the United States government relating to restrictions on
export.
-18-
<PAGE>
Each Party agrees to use its Best Efforts to obtain any export
licenses, letters of assurance or other documents necessary with
respect to this Agreement.
14.2 Each Party agrees to comply fully with United States export laws and
regulations, assuring the other Party that, unless prior
authorization is obtained from the competent United States
government agency, the receiving Party does not intend and shall not
knowingly export or re-export, directly or indirectly, any wafers,
Die, Devices, technology or technical information received
hereunder, that would be in contravention of any laws and
regulations published by any United States government agency.
15.0 TERM AND TERMINATION
15.1 The term of this Agreement shall be thirty-nine (39) fiscal periods
from the Effective Date; provided, however, that the Parties shall
not less than eight (8) fiscal periods prior to the end of such
thirty-ninth (39th) fiscal period determine in good faith a
ramp-down schedule of production under this Agreement so as to
minimize disruption to both Parties at the termination of this
Agreement. If the Parties are unable to agree on the terms governing
a ramp-down, National shall be allowed to reduce its purchase
commitment by not more than twenty percent (20%) per fiscal quarter
after the initial thirty-nine (39) fiscal period term of this
Agreement. National will provide Fairchild with not less than ninety
(90) days prior written notice of any such reduction.
15.2 This Agreement may be terminated, in whole or in part, by one Party
sending a written notice to the other Party of the termination of
this Agreement, which notice specifies the reason for the
termination, upon the happening of any one or more of the following
events:
(a) the other Party is the subject of a petition filed in a
bankruptcy court of competent jurisdiction, whether voluntary
or involuntary, which petition in the event of an in-
-19-
<PAGE>
voluntary petition is not dismissed within sixty (60) days; if
a receiver or trustee is appointed for all or a substantial
portion of the assets of the other Party; or if the other
Party makes an assignment for the benefit of its creditors; or
(b) the other Party fails to perform substantially any material
covenant or obligation, or breaches any material
representation or warranty provided for herein; provided,
however, that no right of termination shall arise hereunder
until sixty (60) days after receipt of written notice by the
Party who has failed to perform from the other Party,
specifying the failure of performance, and said failure having
not been remedied or cured during said sixty (60) day period.
15.3 Upon termination of this Agreement, all rights granted hereunder
shall immediately terminate and each Party shall return to the other
Party any property belonging to the other Party which is in its
possession, except that Fairchild may continue to retain and use any
rights or property belonging to National solely for the period
necessary for it to finish manufacturing the currently forecasted
Fairchild Assured Capacity and/or complete any production ramp-down
activity. Nothing in this Section 15 is intended to relieve either
Party of any liability for any payment or other obligation existing
at the time of termination.
15.4 The provisions of Section 2, 14, 16 and Paragraphs 6.2, 6.3, 17.5
and 17.8 shall survive the termination of this Agreement for any
reason.
16.0 CONFIDENTIALITY
16.1 For purposes of this Agreement, "Confidential Information" shall
mean all proprietary information, including National and/or
Fairchild trade secrets relating to the subject matter of this
Agreement disclosed by one of the Parties to the other Party in
written and/or graphic form and originally designated in writing by
the
-20-
<PAGE>
disclosing Party as Confidential Information or by words of similar
import, or, if disclosed orally, summarized and confirmed in writing
by the disclosing Party within thirty (30) days after said oral
disclosure, that the orally disclosed information is Confidential
Information.
16.2 Except as may otherwise be provided in the Technology Licensing and
Transfer Agreement, each Party agrees that it will not use in any
way for its own account, or for the account of any third party, nor
disclose to any third party except pursuant to this Agreement, any
Confidential Information revealed to it by the other Party. Each
Party shall take every reasonable precaution to protect the
confidentiality of said information. Each Party shall use the same
standard of care in protecting the Confidential Information of the
other Party as it normally uses in protecting its own trade secrets
and proprietary information.
16.3 Notwithstanding any other provision of this Agreement, no
information received by a Party hereunder shall be Confidential
Information if said information is or becomes:
(a) published or otherwise made available to the public other than
by a breach of this Agreement;
(b) furnished to a Party by a third party without restriction on
its dissemination;
(c) approved for release in writing by the Party designating said
information as Confidential Information;
(d) known to, or independently developed by, the Party receiving
Confidential Information hereunder without reference to or use
of said Confidential Information; or
(e) disclosed to a third party by the Party transferring said
information hereunder without restricting its subsequent
disclosure and use by said third party.
-21-
<PAGE>
16.4 In the event that either Party either determines on the advice of
its counsel that it is required to disclose any information pursuant
to applicable law or receives any demand under lawful process to
disclose or provide information of the other Party that is subject
to the confidentiality provisions hereof, such Party shall notify
the other Party prior to disclosing and providing such information
and shall cooperate at the expense of the requesting Party in
seeking any reasonable protective arrangements requested by such
other Party. Subject to the foregoing, the Party that receives such
request may thereafter disclose or provide information to the extent
required by such law (as so advised by counsel) or by lawful
process.
17.0 GENERAL
17.1 AMENDMENT: This Agreement may be modified only by a written document
signed by duly authorized representatives of the Parties.
17.2 FORCE MAJEURE: A Party shall not be liable for a failure or delay in
the performance of any of its obligations under this Agreement where
such failure or delay is the result of fire, flood, or other natural
disaster, act of God, war, embargo, riot, labor dispute,
unavailability of raw materials or utilities (provided that such
unavailability is not caused by the actions or inactions of the
Party claiming force majeure), or the intervention of any government
authority, providing that the Party failing in or delaying its
performance immediately notifies the other Party of its inability to
perform and states the reason for such inability.
17.3 ASSIGNMENT: This Agreement may not be assigned by any Party hereto
without the written consent of the other Party; provided that
Fairchild may assign its rights but not its obligations hereunder as
collateral security to any bona fide financial institution engaged
in acquisition financing in the ordinary course providing financing
to consummate the transactions
-22-
<PAGE>
contemplated by the Purchase Agreement or any bona fide financial
institution engaged in acquisition financing in the ordinary course
through whom such financing is refunded, replaced, or refinanced and
any of the foregoing financial institutions may assign such rights
in connection with a sale of Fairchild or the Business in the form
then being conducted by Fairchild substantially as an entirety.
Subject to the foregoing, all of the terms and provisions of this
Agreement shall be binding upon, and inure to the benefit of, and
shall be enforceable by, the respective successors and assigns of
the Parties hereto.
17.4 COUNTERPARTS: This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and
all of which together shall constitute but one and the same
instrument.
17.5 CHOICE OF LAW: This Agreement, and the rights and obligations of the
Parties hereto, shall be interpreted and governed in accordance with
the laws of the State of California, without giving effect to its
conflicts of law provisions.
17.6 WAIVER: Should either of the Parties fail to exercise or enforce any
provision of this Agreement such failure shall not be construed as
constituting a waiver or a continuing waiver of its rights to
enforce such provision or right or any other provision or right.
Should either of the Parties waive any provision or right under this
Agreement, such waiver shall not be construed as constituting a
waiver of any other provision or right.
17.7 SEVERABILITY: If any provision of this Agreement or the application
thereof to any situation or circumstance shall be invalid or
unenforceable, the remainder of this Agreement shall not be
affected, and each remaining provision shall be valid and
enforceable to the fullest extent.
17.8 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
RESULTING
-23-
<PAGE>
FROM THE OTHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS
AGREEMENT, OR THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS OR
SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT,
BREACH OR WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER
THE NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR NOT.
17.9 EFFECT OF HEADINGS: The headings and sub-headings contained herein
are for information purposes only and shall have no effect upon the
intended purpose or interpretation of the provisions of this
Agreement.
17.10 INTEGRATION: The agreement of the Parties, which is composed of this
Agreement and the Exhibits hereto and the documents referred to
herein, constitutes the entire agreement and understanding between
the Parties with respect to the subject matter of this Agreement and
integrates all prior discussions and proposals (whether oral or
written) between them related to the subject matter hereof.
17.11 PUBLIC ANNOUNCEMENT: Prior to the closing of the transactions
contemplated under the Purchase Agreement, neither Fairchild nor
National shall, without the approval of the other Party hereto, make
any press release or other public announcement concerning the terms
of the transactions contemplated by this Agreement, except as and to
the extent that any such Party shall be so obligated by law, in
which case the Party shall use its Best Efforts to advise the other
Party thereof and the Parties shall use their Best Efforts to cause
a mutually agreeable release or announcement to be issued; provided
that the foregoing shall not preclude communications or disclosures
necessary to (a) implement the provisions of this Agreement or (b)
comply with accounting, securities laws and Securities and Exchange
Commission disclosure obligations. Fairchild shall provide National
with a reasonable opportunity to review and comment on any
references to National made by Fairchild (and shall not include any
such references to National without the written consent of National,
which
-24-
<PAGE>
consent shall not be unreasonably withheld or delayed) in any
written materials that are intended to be filed with the Securities
and Exchange Commission in connection with obtaining financing
required to effect the transactions contemplated in connection with
the Purchase Agreement or intended to be distributed to prospective
purchasers pursuant to an offering made under Rule 144A promulgated
under the Securities Act of 1933 in connection with obtaining such
financing.
17.12 NO PARTNERSHIP OR AGENCY CREATED: Nothing contained herein or done
pursuant to this Agreement shall constitute the Parties as entering
upon a joint venture or partnership, or shall constitute either
Party the agent for the other Party for any purpose or in any sense
whatsoever.
17.13 BINDING EFFECT: This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of the
Parties hereto and to their respective successors and assigns.
17.14 NOTICES: All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in
writing and shall be deemed to have been duly given when received if
personally delivered; when transmitted if transmitted by telecopy,
electronic or digital transmission method; the day after it is sent,
if sent for next day delivery to a domestic address by a recognized
overnight delivery service (e.g., Federal Express); and upon
receipt, if sent by certified or registered mail, return receipt
requested. In each case notice shall be sent to:
National: National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
M/S 16-135
Santa Clara, CA 95052-8090
Attn: General Counsel
FAX: (408) 733-0293
Fairchild: Fairchild Semiconductor Corporation
MS01-00 (General Counsel)
333 Western Avenue
-25-
<PAGE>
South Portland, ME 04106
FAX: (207) 761-6020
or to such other place as such Party may designate as to itself by
written notice to the other Party.
IN WITNESS WHEREOF, the Parties have had this Agreement executed by their
respective duty authorized officers on the day and date first written above. The
persons signing warrant that they are duly authorized to sign for and on behalf
of the respective Parties.
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ John M. Clark III
--------------------------------
Title: Senior Vice President
FAIRCHILD SEMICONDUCTOR CORPORATION
By: /s/ Joseph R. Martin
--------------------------------
Title: Executive Vice President, CFO
-26-
<PAGE>
EXHIBIT A
WKS ASSEMBLY/TEST EASY FLOW INSTRUCTION DOCUMENT
PAGE :1
DATE: 96-12-20
<TABLE>
<CAPTION>
Lot No.:
NN4788F019
<S> <C> <C> <C> <C> <C> <C> <C>
ORDER/LOT NO: NN4788-F-01-9 ORD TYPE B PRIORITY 7
NSID: 74VHC138MTCX SPEC: - S/O RV:
PROD LINE: 02FL08 PKG N-MTCO-016 PF: 8P
LOT PREFIX: CODE:
CUSTOMER:
PROCESS OPTION: SOIC * FULL RAIL * 2500
BUILD SHEET ID: 74VHC138MTC - 01 STARTS QTY: 5423
BS REV: A BS DRWG SIZE : EBS BS DIE-STEP REV: M STARTS DATE: 97310
SALES ORDER REF:
SHIP TO DEST - (LOC/DIV/DEP) --- -> IL023500 PLANT SCH ST. DATE:
NEXT AREA LOC: LOC: IL DEPT: 3500 MIC: BG
DEC:
----------- DIE PTV INFO ----------
MFG FLOW: 3 ETA DUE: WW31-0 PTV: 45376 PTV ITEM: 001
4 ETA WW31-0 DIV/DEPT: 02-3100 MCC: DC
5 ETB WW31-4 RACK NO: STD LOT QTY: 56452
6 CEA WW32-0 SI CONTROL NO.: 97JKEP01N003D001
COMMITED QTY: 5423
BIN READ (ME): QTY: 0
SOURCE LOC: EP PARENT LOT: SHPT #:
SPECIAL INSTRUCTIONS:
CUSTOMER DELIVERY DATE 97/32/2
BILL OF MATERIALS/DUTY & TRACEABILITY INFOR (FOR RELEASE ORDER)
PM NSPN: 74VHC138 -M1A3006T STEP M
SI CONTROL NO: 97JKEP01N003D001 DIE 1330.00X 1330.00/MC
SIZE/UM:
CUS CON NO: 97JKEP01N003D001 DIE RUN 15 ORIG: US
NO:
KK DESCRIPTION: FRAME, TSSOP, 16L, 2SQ, CU, MAT, ETCH, AP4AG4AG (OPT 06)
KK STK NO: 052655 FRM LOT#: _________________________________________________
_________________________________________________
MARKING INSTRUCTIONS:
2 DIGIT D/C: P69 4DIGIT D/C: P9652 DIE RUN CODE: AB
CARRIER #/L-BOX #: _________________________________________________
PDS SPCL INST:
PDS LONG DESC:
REF #: TS1310 $NP69AB
PKGCD:N-MTC0-016 V138
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------ ------------------------------
CARRIER# CARRIER# CARRIER# MOUNT SAW
- ------------------------------------------------------------------------------------------------ ------------------------------
DIE ATTACH LEAD BOND 3RD OPT CASSETTE
- ------------------------------------------------------------------------------------------------ ------------------------------
E/NO MAG STRIP MC E/NO MAG STRIP MC E/NO MAGA STRIP MCC FRM# FRM# FRM# FRM#
- ------------------------------------------------------------------------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1 1
- ------------------------------------------------------------------------------------------------ ------------------------------
2 2 2
- ------------------------------------------------------------------------------------------------ ------------------------------
3 3 3
- ------------------------------------------------------------------------------------------------ ------------------------------
4 4 4
- ------------------------------------------------------------------------------------------------ ------------------------------
5 5 5
- ------------------------------------------------------------------------------------------------ ------------------------------
6 6 6
- ------------------------------------------------------------------------------------------------ ------------------------------
7 7 7
- ------------------------------------------------------------------------------------------------ ------------------------------
8 8 8
- ------------------------------------------------------------------------------------------------ ------------------------------
9 9 9 3/OPT
- ------------------------------------------------------------------------------------------------ ------------------------------
10 10 10 8 STRIPS
- ------------------------------------------------------------------------------------------------ ------------------------------
11 11 11 GROSS QTY
- ------------------------------------------------------------------------------------------------ ------------------------------
12 12 12 DA BLUE
- ------------------------------------------------------------------------------------------------ ------------------------------
13 13 13 S/O REJ
- ------------------------------------------------------------------------------------------------ ------------------------------
14 14 14 QTY OUT
- ------------------------------------------------------------------------------------------------ ------------------------------
15 15 15
- ------------------------------------------------------------------------------------------------ ------------------------------
16 16 16
- ------------------------------------------------------------------------------------------------ ------------------------------
17 17 17
- ------------------------------------------------------------------------------------------------ ------------------------------
18 18 18
- ------------------------------------------------------------------------------------------------ ------------------------------
19 19 19
- ------------------------------------------------------------------------------------------------ ------------------------------
20 20 20
- ------------------------------------------------------------------------------------------------ ------------------------------
21 21 21 POST PLATE
- ------------------------------------------------------------------------------------------------ ------------------------------
22 22 22 POS 1 2 3 4
- ------------------------------------------------------------------------------------------------ ------------------------------
23 23 23 RACK #
- ------------------------------------------------------------------------------------------------ ------------------------------
24 24 24 STRUP POS
- ------------------------------------------------------------------------------------------------ ------------------------------
25 25 25 COMBO POS
- ------------------------------------------------------------------------------------------------ ------------------------------
26 26 26 POS 5 6 7 8
- ------------------------------------------------------------------------------------------------ ------------------------------
27 27 27 RACK 8
- ------------------------------------------------------------------------------------------------ ------------------------------
28 28 28 STRIP POS
- ------------------------------------------------------------------------------------------------ ------------------------------
COMBO POS
------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------ ------------------------------
LOT TRACEABILITY IDENTIFICATION FOI
- ------------------------------------------------------------------------------------------------ ------------------------------
OPERATION MAG # OF
- ------------------------------------------------------------------------------------------------
TRAY QTY REMARKS
- ------------------------------------------------------------------------------------------------ ------------------------------
F/S FULL
- ------------------------------------------------------------------------------------------------ ------------------------------
HALF
- ------------------------------------------------------------------------------------------------ ------------------------------
DEJUNK TOTAL
- ------------------------------------------------------------------------------------------------ ------------------------------
- ------------------------------------------------------------------------------------------------ ------------------------------
HONING
- ------------------------------------------------------------------------------------------------ ------------------------------
- ------------------------------------------------------------------------------------------------ ------------------------------
MARK
- ------------------------------------------------------------------------------------------------ ------------------------------
- ------------------------------------------------------------------------------------------------ ------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------
MOLD MARK CURE
- ------------------------------------------------------------------------------------------------
OVEN # TEMP CURE TIME TIME IN WW IN E/NO-S TIME OUT WW OUT ACT T-OUT
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------
TRIM AND FORM
- ------------------------------------------------------------------------------------------------
TMF TAM TNF TAM EPI
TROLLEY TROLLEY VAR
MKE # #
- ------------------------------------------------------------------------------------------------
NO. OF TRAY
- ------------------------------------------------------------------------------------------------
GROSS UNITS
- ------------------------------------------------------------------------------------------------
REJECTS
- ------------------------------------------------------------------------------------------------
VARIANCE
- ------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------
EOL EPI REJECTS
- ------------------------------------------------------------------------------------------------
INCOMP VOIDS MISP OTHERS DEJUNK HONING MARK VAR TOTAL
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
HON M/C COMBO STRIPS REMARKS
- ------------------------------------------------------------------------------------------------
F/S DEJUNK HONING MARK
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ORDER/LOT NO: NN4788F019 NSPN: 74VHC138MTCX PAGE: 3
DATE: 96-12-2
PACK INSTRUCITONS TEMPLATE
PACK INSTRUCTIONS-> HTB = IMM
MTC16 MOLDED TSSOP, JEDEC, 4.4MM BODY WIDTH, 16 LD,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LVL ALT STOCK# DESCRIPTION PACK UNITS LABEL CAU MST BEO
IMM 017983 REEL, PLASTIC, EMPTY, A/S, 13" DIA 12MM 2500 F63TNR Y
TAPE
053044 TAPE, S/D, EMBOSSED, 12MM, TSSOP 1
4/16, ADV
025360 TAPE, COVER, S/D, 12MM CAVITY
051035 LABEL, NSC LOGO, ESD, SELF ADHESIVE,
65MM X 70MM
A 045189 LABEL, NSC LOGO, ESD, PULL STRENGTH,
2 1/8" X 2 1/2"
IN1 001826 BOX, TRF1-1, TUCKED TOP, 13 7/8" X 1 2500 F63TNR
13 3/8"x1 3/8", 150LB
COMMENTS:
REV DATE: 08/29/94 REV NBR: 00 PACKTID: M20746
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ORDER/LOT 3 NN4788-F-01-9 74VHC138MTCX - 02FL08 NMTC0016 PAGE: 2
DATE: 96-12
<S> <C> <C> <C> <C> <C> <C>
OPN TYP OUT QTY E/NO/SHIFT WWD/S FLOW INSTRUCTIONS
- ----------- ------- ------------- ------------ ---------------- ------------- ------------------------------------------
EW/TECN INFORMATION: NIL
FLOW CODE: A09
3610 K _____ _____ _____ _____ DIE PREP MODULE
WAFER NO: _____# WAFERS:
3006 _____ _____ _____ _____ WAFER MOUNT
3002 _____ _____ _____ _____ SAW/WASH
M/C #:______M/C: DFD640 "A" MOT
9300 _____ _____ _____ _____ P/S B/O
4634 K _____ _____ _____ _____ DIE ATTACH MODULE/DIE ATTACH
AMI: 1 KNS CHUCK: 11 ESEC: 1
YLD LOSSES:____M/C #_____
FRAME STOCK #: 052655
4094 _____ _____ _____ _____ POLY CURE OVEN #:
TIME IN:__________ TIME OUT:_________
9400 _____ _____ _____ _____ PUSH/AUDIT TEST
4600 K _____ _____ _____ _____ LEAD BOND MODULE/LEAD BOND
WIRE SIZE: 1 MIL
YLD LOSSES: _____M/C #_____
USE BOND PARA CODE: C
4056 _____ _____ _____ _____ 3/OPT
9401 _____ _____ _____ _____ 3/OPT B-OFF
FLOW CODE: E07
5121 _____ _____ _____ _____ MOLD
M/C #:______
MAND COMPD: B-26 SUB-LOT #:_____
MOLD: GP
# STRIPS:_____ REMARKS:_____
5104 _____ _____ _____ _____ PACKAGE CURE
CURING TIME: 5 HRS
5217 _____ _____ _____ _____ DEJUNK
M/C#:_____
# STRIPS:______ REMARKS:_____
5601 K _____ _____ _____ _____ HONING
M/C#:_____ REMARKS:_____
5781 _____ _____ _____ _____ POST PLATE
TANK #:_____ # STRIPS:_____
5907 _____ _____ _____ _____ LMTNF
YIELD LOSSES:_____
# STRIPS:______ REMARKS:_____
5127 _____ _____ _____ _____ FOI
5602 K _____ _____ _____ _____ PACK MODULE/PACK
YIELD LOSSES:_____
</TABLE>
<PAGE>
EXHIBIT B
FAIRCHILD
ASSEMBLY SERVICES AGREEMENT
EXHIBIT B
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
FORECASTING FORMAT
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MINIMUM
STOCK NO STK TYP BF MFLO PROD GRP LEAD ASY LO CUST MISC STOCK PER 1 PER 2 PER 3 PER 4 PER 5 PER 6 PER 7 PER 8
- ------------------------------------------------------------------------------------------------------------------------------------
100441 B PY SS106 0202DL55 JCDIP008 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
010438 B PY LS108 0202DL55 JCDIP008 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023549 B PY LS116 0202DL55 JCDIP016 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023546 B PY SS116 0202DL55 JCDIP016 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
010743 B PY LS120 0202DL55 JCDIP020 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
010533 L PY SS108 0202DL55 JCDIP006 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
010533 L PY LS106 0202DL55 JCDIP006 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
020057 L PY LS116 0202DL55 JCDIP016 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
020057 L PY SS116 0202DL55 JCDIP016 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
004653 L PY LS120 0202DL55 JCDIP020 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
007670 F PY SS106 0202DL55 JCDIP006 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
007667 F PY LS106 0202DL55 JCDIP006 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
007964 F PY MS116 0202DL55 JCDIP016 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023552 F PY SS116 0202DL55 JCDIP016 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
007978 F PY MS120 0202DL55 JCDIP020 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
065725 F F30 IDF 0202DL55 NMDIP006 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
000626 F F30 IDF 0202DL55 NMDIP006 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
065725 F F30 IDF 0202DL55 NMDIP006 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
000626 F F30 IDF 0202DL55 NMDIP006 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
010737 F F30 IDF 0202DL55 NMDIP014 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
024246 F F30 IDF 0202DL55 NMDIP014 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
021706 F F30 IDF 0202DL55 NMDIP014 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
001023 F F30 IDF 0202DL55 NMDIP014 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
009407 F F30 IDF 0202DL55 NMDIP020 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023206 F F30 IDF 0202DL55 NMDIP020 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022765 F F30 IDF 0202DL55 NMDIP020 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
003276 F F30 IDF 0202DL55 NMDIP022 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023996 F F30 IDF 0202DL55 NMDIP06E EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
007700 F F30 IDF 0202DL55 NMDIP06E EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
000475 F F30 IDF 0202DL55 NMDIP06E EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
009396 F F30 IDF 0202DL55 NMDIP06E EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
007768 F F30 IDF 0202DL55 NMDIP06E EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
065708 F PCC PCC20 0202DL55 NMPCC020 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
065771 F PCC PCC20 0202DL555 NMPCC020 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
065881 F PCC PCC20 0202DL55 NMPCC020 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022655 F PCC PCC44 0202DL55 NMPCC044 SG 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
024625 F SO S006N 0202DL55 NMSON006 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
051149 F SO S006N 0202DL55 NMSON006 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023077 F SO S006N 0202DL55 NMSON006 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
024626 F SO S006N 0202DL55 NMSON006 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
024631 F SO S014N 0202DL55 NMSON014 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
024629 F SO SO14N 0202DL55 NMSON014 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023079 F SO SO14N 0202DL55 NMSON014 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
024646 F SO SO16N 0202DL55 NMSON016 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
053243 F SO SO16N 0202DL55 NMSON016 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
023078 F SO SO16N 0202DL55 NMSON016 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
065933 F SO SO16W 0202DL55 NMSOW016 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
065917 F SO SO16W 0202DL55 NMSOW016 EM 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
014591 F SO SO20W 0202DL55 NMSOW020 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
051295 F SO SO20W 0202DL55 NMSOW020 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
024279 F SO SO20W 0202DL55 NMSOW020 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
049356 F SO SO20W 020DL55 NMSOW020 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
066001 F SO SO24W 0202DL55 NMSOW024 US 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
037192 F SO SO24W 0202DL55 NMSOW024 US 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022539 F SO SO26W 0202DL55 NMSOW026 SA 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022539 F TSO TSO48 0202DL55 NMTD0048 SA 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022539 F TSO TS056 0202DL55 NMTD0056 SA 0 0 0 0 0 0 0 0
====================================================================================================================================
</TABLE>
EXHIBIT B
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
====================================================================================================================================
022539 F SSO SS028 0202DL55 NSSOE026 MA 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022539 F SSO SSO48 0202DL55 NSSOP048 EP 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022539 F BGA BGA121 0202DL55 NUBD0121 SA 0 0 0 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
022539 F QFP PQFP44 0202DL55 NVEF0044 SH 0 0 0 0 0 0 0 0
====================================================================================================================================
</TABLE>
EXHIBIT B
<PAGE>
- --------------------------------------------------------------------------------
Total Cebu Installed Capacity
FY98
in M units RR/Wk
-----------------------------------------------------------
TO-92 14.0
SOT-23 42.0
SOT-223 2.0
SOT 6 1.0
SOT 8 1.0
Diode 100.0
TO-220 1.2
SO-8 2.0
SO-16 0.1
-----------------------------------------------------------
1/22/97
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Exhibit C
TOTAL PENANG FACILITY CAPACITY
--------------------------------------------------------------------------
workdays
----------------------------
DAILY 344.7 344.7
Run Rate FY98 FY99
-------- ---- ----
in K units
--------------------------------------------------------------------------
MDIP ASSEMBLY
flow 30 08 73 25163 25163
14/6E 395 136157 136157
20 219 75489 75489
24 6 2068 2068
28 20 6894 6894
TOTAL 713 245771 245771
simp flow
14 440 151668 151668
20 219 75489 75489
TOTAL 659 227157 227157
--------------------------------------------------------------------------
--------------------------------------------------------------------------
JEDEC SOIC
non sim flow 14/16 1162 400541 400541
20 614 211646 211646
24 0 0 0
TOTAL 1776 612187 612187
simp flow 14 1120 386064 386064
20 602 207509 207509
TOTAL 1722 593573 593573
--------------------------------------------------------------------------
--------------------------------------------------------------------------
TSSOP
14/16/20/24 305 105134 105134
--------------------------------------------------------------------------
--------------------------------------------------------------------------
SSOP
48/56 36 12409 12409
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT D
Section 6 12/20/96
Proposed Scheduling Table
ASSEMBLY & TEST
FORECAST TIMETABLE
Week
Day
- --------------------------------------------------------------------------------
Period 12 Period 1 Period 2 Period 3
- --------------------------------------------------------------------------------
1 2 3 4 5 1 2 3 4 1 2 3 4 1 2 3 4 5
- --------------------------------------------------------------------------------
1
- --------------------------------------------------------------------------------
2 ZA A ZA
- --------------------------------------------------------------------------------
3
- --------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------
5 R Y R Y R Y R Y
- --------------------------------------------------------------------------------
R=NSC 90 DAY ROLLLING (OR 8 PD) FORECAST TO FSC
Y=FSC PROVIDES CAPACITY REQUEST TO NSC
Z=NSC PLACES BLANKET 3 PD PURCHASE ORDER WITH NSC
A=NSC RELEASES DETAIL OF WAFER STARTS FOR THE FOLLOWING PERIOD
<PAGE>
<TABLE>
<CAPTION>
Foundry Agreement
Penang - Exhibit G
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Volume
MDIP08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP6E [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP2S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
TSSOP 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SSPO 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- ------------------------------------------------------------------------------------------------------------------------------------
Total [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- ------------------------------------------------------------------------------------------------------------------------------------
Assembly Price MDIP08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(per K) MDIP14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP6E [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP2S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
SOIC 16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
TSSOP 14/16 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
TSSOP 20 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SSOP48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Test price MDIP08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(per k) MDIP14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(single insert) MDIP6E [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP2S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SSOP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SSOP 40 (test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
EIAJ (test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
NMPCC (test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
JDIP (test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
TSSOP (test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Foundry Agreement
Penang - Exhibit G
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total A+ T price MDIP08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(per k) MDIP14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP6E [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP2S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
MDIP20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOIC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
TSSOP 20 (assay) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SSOP48(assay) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Foundry Agreement
Cebu - Exhibit G
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Q397 Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Volume TO 92 (assy+test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(M) SOT 23-3 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOT 23-5 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOT 223-4 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Super SOT (assy+test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Outs TO 92 (93%) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(M) SOT 23-3 (97%) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOT 23-5 (97%) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOT 223-4 (97%) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Super SOT (93%) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
Price TO 92 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(per K) TO 92 (test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
TO 92 (assy+test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOT 23-3 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOT 23-5 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SOT 223-4 (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Super SOT (assy) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Super SOT (test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EXCHANGE COMMISSION]
Super SOT (assy+test) [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
Ave Unit Price [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
</TABLE>
<PAGE>
Exhibit H
Principles of Manufacturing
o Forecasted volumes will be supplied covering all aspects of activity for 3
years.
o National will meet a Revenue commitment of [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
over[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION], effective the date of closing of the
purchase agreement.
o Price will be fixed for the first [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] months.
Pricing will reflect National's full absorption of the fixed cost based on
its percent utilization of the South Portland, Maine 6" facility (i.e.,
this incorporates the agreed equivalency factors).
o Principles will be set to establish pricing for the second [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] months.
o Cost base for FM Class 1 will be Q4 Forecast FY97 with a fully capitalized
base.
o National will pay a mark up of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the first
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] months.
<PAGE>
Principles of Manufacturing
o For Class 1 the pricing after the initial [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
months is targeted to decline [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] % or better given
equal loadings in each subsequent interval. If the volume is greater price
reduction will be increased accordingly.
o Incremental volumes above the forecast volumes will be priced per table:
4" = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
5" = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
6" ABIC [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
CBTX [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
CBI [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
o Available incremental capacity will be at [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
the base.
<PAGE>
Principles of Manufacturing
o Pricing activity beyond Fiscal Year 00
- In case the Parties are unable to agree on prices for the following
year, the prices used in the previous year will remain in effect,
and the Parties will be allowed to reduce the capacity commitment
each quarter by a quantity of [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] %,
starting one quarter after the price agreements expires. A notice
shall be given [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] prior to any
capacity reduction.
<PAGE>
Principles of Manufacturing
o For the Class 100 and the Penang Assembly and Test Facilities the price
after the initial [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] months commitment will be at
cost plus [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] %. If the actual cost is better than
the agreed upon base a credit will be given to National in the subsequent
Fiscal Half equal to [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] % of the savings.
If the cost is greater than the agreed upon base, the price will be
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
<PAGE>
Exhibit K
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
NATIONAL FOUNDRY SERVICES AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.
THIS NATIONAL FOUNDRY SERVICES AGREEMENT ("Agreement") is dated and
made effective this 11th day of March, 1997 (the "Effective Date") by and
between NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation, having its
principal place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 ("National") and FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware
corporation, having its principal place of business at 333 Western Avenue, South
Portland, Maine 04106 ("Fairchild"). National and/or Fairchild may be referred
to herein as a "Party" or the "Parties" as the case may require.
WITNESSETH:
WHEREAS, the Parties have entered into a certain Asset Purchase
Agreement (hereinafter referred to as the "Purchase Agreement") under which
Fairchild is acquiring certain of the assets of National's Logic, Memory and
Discrete Power and Signal Technologies Business Units as historically conducted
and accounted for (including Flash Memory, but excluding Public Networks,
Programmable Products and Mil/Aero Logic Products) (the "Business"); and
WHEREAS, National, using proprietary processes, has been
manufacturing silicon wafers containing certain integrated circuits for
Fairchild at the Facility; and
WHEREAS, National and Fairchild desire to enter into an agreement
under which National will continue to provide certain manufacturing services to
Fairchild following the closing of the transactions contemplated by the Purchase
Agreement; and
WHEREAS, National and Fairchild recognize that the prices Fairchild
shall pay to National for silicon wafers manufactured pursuant to this Agreement
are determined based on the collateral transactions and ongoing relationship
between the Parties, as expressed in the Purchase Agreement, Revenue Side Letter
between National and Fairchild of even date herewith (the "Revenue Side Letter")
and the Operating Agreements (as defined in Paragraph 6.2); and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the closing of the transactions contemplated by the Purchase
Agreement.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obliga-
<PAGE>
tions hereinafter set forth, the Parties hereto, intending to be legally bound
hereby, do agree as follows:
1.0 DEFINITIONS
1.1 "Acceptance Criteria" shall mean the electrical parameter
testing, process control monitor ("PCM") and other inspections for each Product
and/or Process as set forth in Exhibit F hereto, all of which are to be
performed by National prior to shipment of Wafers hereunder.
1.2 "Best Efforts" shall require that the obligated Party make a
diligent, reasonable and good faith effort to accomplish the applicable
objective. Such obligation, however, does not require any material expenditure
of funds or the incurrence of any material liability on the part of the
obligated Party, which expenditure or liability is unreasonable in light of the
related objective, nor does it require that the obligated Party act in a manner
which would otherwise be contrary to prudent business judgment or normal
commercial practices in order to accomplish the objective. The fact that the
objective is not actually accomplished is no indication that the obligated Party
did not in fact utilize its Best Efforts in attempting to accomplish the
objective.
1.3 "Confidential Information" shall have the meaning set forth in
Paragraph 16.1 below.
1.4 "Effective Date" shall mean the date first set forth above.
1.5 "Equivalent Wafers" shall mean the actual number of Wafers in a
given Process multiplied by the process complexity factor for that Process, as
set forth in Exhibit A hereto.
1.6 "Facility" shall mean National's existing wafer fabrication
facility located at Arlington, Texas.
1.7 "Fairchild" shall mean Fairchild Semiconductor Corporation
and its Subsidiaries.
1.8 "National" shall mean National Semiconductor Corporation and
its Subsidiaries.
1.9 "National Assured Capacity" shall mean the capacity that
National agrees to supply Fairchild pursuant to Section 5 below.
1.10 "Masks" shall mean the masks and reticle sets,
-2-
<PAGE>
including the mask holders and ASM pods, for the Products and Wafers used to
manufacture Products hereunder.
1.11 "Processes" shall mean those National proprietary wafer
manufacturing processes and associated unit processes to be used in the
fabrication of Wafers hereunder which are set forth in Exhibit A hereto, as such
processes shall be modified from time to time as agreed by the Parties.
1.12 "Products" shall mean Fairchild's integrated circuit products
for which Wafers will be manufactured by National for Fairchild hereunder and
which are identified by Fairchild's part numbers listed in Exhibit B hereto,
which exhibit may be amended from time to time as the Parties may agree.
1.13 "Quality and Reliability Criteria" shall mean National's
manufacturing process quality and reliability specifications, as set forth in
the revision of National Specification CP0008 which is in effect as of the
Effective Date, and which are to be followed by National in manufacturing Wafers
hereunder.
1.14 "Specifications" shall mean the technical specifications as
listed in Exhibit B for each of the Products as provided in this Agreement.
1.15 "Subsidiary" shall mean any corporation, partnership, joint
venture or similar entity more than fifty percent (50%) owned or controlled by a
Party hereto, provided that any such entity shall no longer be deemed a
Subsidiary after such ownership or control ceases to exist.
1.16 "Wafers" shall mean six-inch (6") silicon wafers for any of the
Products to be manufactured by National hereunder.
1.17 "Wafer Module" shall mean any of the National six-inch (6")
wafer fabrication units in Arlington, Texas.
2.0 PROCESSES
2.1 All manufacturing hereunder shall take place at the Facility.
National shall not manufacture Wafers or transfer any Fairchild-owned
intellectual property or technical information outside of the Facility other
than as may be permitted under this Agreement.
2.2 Exhibit A lists the Processes which National shall use in
manufacturing Wafers hereunder for Fairchild. Exhibit A may be amended from time
to time by mutual agreement in writing of the Parties, as new processes are
developed and older Pro-
-3-
<PAGE>
cesses become obsolete.
2.3 National agrees to utilize Best Efforts to allow Fairchild to
source Wafers from Taiwan Semiconductor Manufacturing Corporation ("TSMC") by
means of the Joint Purchasing Arrangements as provided in the Transition
Services Agreement between the Parties of even date herewith. Fairchild's target
eight-inch Wafer process flow and expected eight-inch Wafer requirements are set
forth in Exhibit H hereto.
2.4 After qualification is successfully completed for any Product to
be manufactured under this Agreement, if National desires to make material
Process changes affecting form, fit or function, National will notify Fairchild
of the intended change in accordance with National's process change procedures
then in effect. If the proposed changes are unacceptable to Fairchild, Fairchild
and National shall work together in efforts to resolve the problem and qualify
the changed Process for making Wafers. If during the first fifteen (15) fiscal
periods of this Agreement the Parties are unable to resolve the problem,
National shall continue to run the unmodified Process to supply Wafers pursuant
to this Agreement. After the first fifteen (15) fiscal periods of this
Agreement, if the Parties are unable to resolve the problem, National shall have
the right to make such Process changes upon the provision of ninety (90) days
prior written notice to Fairchild.
2.5 Should National elect to discontinue a Process, it must give
Fairchild written notice of no less than twelve (12) fiscal periods. In no
event, however, may National discontinue any Process during the first
thirty-nine (39) fiscal periods of this Agreement unless Fairchild agrees.
Subsequent to National's notice of Process discontinuance, National will make
provisions with Fairchild for Last Time Buys, and commit to ship all Wafers
requested in such Last Time Buys as the Parties may negotiate.
2.6 Just prior to the qualification of National's eight inch (8")
wafer fab in South Portland, Maine and National's 0.35 micron CMOS process
technology in that wafer fab, the Parties will undertake good faith negotiations
to make foundry capacity in said 8" wafer fab available to Fairchild under terms
generally similar to those hereunder.
3.0 EXISTING PRODUCTS; SET UP AND QUALIFICATION OF NEW
PRODUCTS; MODIFICATION OF EXISTING PRODUCTS
3.1 For each new Product that Fairchild proposes to have National
manufacture, Fairchild will provide to National in advance the Specifications
and design layout of the Product for
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review and comment by National. The Parties will also agree on the Acceptance
Criteria, including electrical test parameters, and Quality and Reliability
Criteria for the prototype Wafers to be manufactured for the new Product during
the qualification process.
3.2 An initial data base for Mask generation or pattern generation,
or acceptable production Masks will be provided by Fairchild to National, at
Fairchild's expense, for each new Product to be fabricated for Fairchild. In the
alternative, Fairchild may provide National with prime die design data and
National will provide the frame and fracture services and procure the Mask set
at Fairchild's expense. After receipt of the initial data base, or pattern
generation tape, or master or sub-master Mask set, additional and/or replacement
Mask sets shall be the responsibility and expense of National. All such data
bases, pattern generation tapes and Mask sets shall be the property of
Fairchild, regardless of whether they were initially supplied by Fairchild or
replaced by National.
3.3 As soon as practical following agreement on the items in
Paragraph 3.1 above, and following receipt of a written purchase order from
Fairchild, National will begin manufacture of one or more lots of twelve (12)
prototype Wafers for such Product as is specified in the purchase order.
National will perform the electrical testing specified in the initial Acceptance
Criteria and supply the test data to Fairchild with the prototype Wafers.
National's obligation shall be limited to providing Wafers that meet the
applicable PCM specifications and the associated test data. Fairchild will
promptly inspect the prototype Wafers and notify National in writing of the
results. If the prototype Wafers do not meet the Acceptance Criteria and Quality
and Reliability Criteria, the Parties will cooperate in good faith to determine
the reason for such failure.
3.4 In connection with the completion of the qualification process
for any new Product, Fairchild will deliver to National final Specifications for
the Product incorporating any changes agreed in writing by the Parties during
the qualification process. The Parties will also negotiate for each Product the
final Acceptance Criteria and Quality and Reliability Criteria to be used for
the commercial production lots of Wafers.
3.5 Unless otherwise agreed in writing, production quantities of
Wafers of a new Product will not be manufactured prior to completion of the
qualification process under this Section 3. In the event that Fairchild desires
for National to manufacture production quantities, the Parties will agree in
writing on the terms before National accepts the purchase order.
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3.6 If either Fairchild or National desires to make any changes to
the final Specifications, Acceptance Criteria or Quality and Reliability
Criteria for any existing Product, that Party shall notify the other Party in
writing and negotiate the changes in good faith, including any changes in prices
required by such modifications. A modification to any of the foregoing will be
binding only when a writing to which such modification is attached has been
signed by both Parties as provided in this Agreement. The Parties will
separately negotiate the price and terms of any prototype Wafers required in
connection with such change.
3.7 National may at its discretion declare a Product obsolete if
such Product has not been run in production for a minimum of six (6) fiscal
periods. National must provide Fairchild with twelve (12) months prior written
notice of an obsolescence declaration and make reasonable provisions with
Fairchild for a Last Time Buy for such Product. Within thirty (30) days after
completing production of Fairchild's Last Time Buy, National shall return all
data bases and Masks for such Product to Fairchild.
4.0 CAPACITY; VOLUME COMMITMENTS; PRODUCTION PLANNING
4.1 All planning herein will be done under National's accounting
calendar which currently divides its fiscal year into four (4) equal fiscal
quarters, each of which consists of three (3) fiscal periods. The first two (2)
periods of each quarter are of four (4) weeks in duration and the third period
is of five (5) weeks duration.
4.2 Two (2) weeks prior to the end of each National fiscal period
Fairchild will provide in writing to National a baseline quantity of Wafers, set
forth in terms of Wafer starts by Wafer Module, for the next eight (8) fiscal
periods (the "Capacity Request"). The Capacity Request shall clearly state each
Wafer in terms of six-inch (6") Equivalent Wafers. Equivalency factors are set
forth in Exhibit A. Fairchild's initial Capacity Request and National's Assured
Capacity response formats are set forth in Exhibit D.
4.3 Each fiscal period Fairchild may change the Capacity Request in
accordance with the following table, provided that the maximum Capacity Request
does not exceed Fairchild's share of a Wafer Module's installed equipment
capacity as provided herein. Any changes outside those permitted under the
following table must be by mutual consent of the Parties.
Fiscal Periods in the Capacity Request Permitted Changes
- -------------------------------------- -----------------
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Period 1 Fixed
Period 2 +/-10%
Period 3 +/-15%
Period 4 +/-20%
Period 5 +/-25%
Period 6 +/-30%
Period 7 +/-35%
Period 8 +/-40%
4.4 Fairchild's share of a Wafer Module's installed equipment
capacity will equal the previous National Assured Capacity for the Wafer Module,
plus that percentage of any excess capacity available in the Wafer Module equal
to Fairchild's percentage of the currently utilized capacity in said Wafer
Module. Installed equipment capacity is set forth below:
Wafer Module Annual Capacity
------------ ---------------
Arlington, TX 20,000 6" wafers
4.5 One (1) work week after receipt of the Capacity Request,
National shall provide Fairchild with a response to such Capacity Request, the
"National Assured Capacity". The National Assured Capacity must guarantee the
amount requested in Fairchild's latest Capacity Request, provided that any
changes to Fairchild's latest Capacity Request are within the limits of
Paragraph 4.3. National shall utilize its Best Efforts to comply with any
requests by Fairchild for capacity above those which are permitted under
Paragraph 4.3. In any case, National shall be obligated hereunder to provide
Fairchild with the Wafer starts guaranteed in the National Assured Capacity
response. The initial National Assured Capacity response will be the last one
provided prior to the Effective Date. Set forth below are two examples of the
foregoing:
Example #1 The new Capacity Request is less than the last National Assured
Capacity response.
Period A B C D E F G H
------ - - - - - - - -
Last Capacity Request 100 100 100 100 100 100 100 100
Last National Assured Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 90 85 80 75 70 65 65
New National Assured Capacity 100 90 85 80 75 70 65 65
Example #2 The new Capacity Request is greater than the last National Assured
Capacity response.
Period A B C D E F G H
------ - - - - - - - -
Last Capacity Request 100 100 100 100 100 100 100 100
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Last National Assured Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 110 115 120 125 130 135 135
New National Assured Capacity 100 110 115 120 125 130 135 135
4.6 The timetable for the rolling eight fiscal period Capacity
Request, the National Assured Capacity response, purchase order release and
detailed device level Wafer starts request for the next fiscal period are set
forth in Exhibit D hereto.
5.0 PURCHASE ORDERS
5.1 All purchases and sales between National and Fairchild shall be
initiated by Fairchild's issuance of written purchase orders sent by either
first class mail or facsimile. By written agreement of the Parties, purchase
orders may also be sent and acknowledged by electronic data exchange or other
mutually satisfactory system. Such "blanket" purchase orders shall be issued
once per fiscal quarter for Wafers to be delivered three (3) fiscal periods in
the future. They shall state the Wafer quantities (specifying whether
equivalents or actual) by Wafer Module, and shipping and invoicing instructions.
National shall accept purchase orders through a written or electronic
acknowledgment. Within a reasonable time after receipt of Fairchild's detailed
device level Wafer starts request for the next fiscal period, National shall
provide Fairchild with a Wafer delivery schedule either on a weekly basis as the
Wafers are started or for the Wafer starts for the entire fiscal period, as the
parties may agree in writing. The purchase orders may utilize the first three
(3) fiscal periods forecast in the eight period rolling forecast supplied
pursuant to Section 4, as the embodiment of the purchase order for specifying
the Wafer quantity by Wafer Module and Process, and whether sorted or unsorted.
5.2 In the event of any conflict between the terms and conditions of
this Agreement and either Party's purchase order, acknowledgment, or similar
forms, priority shall be determined as follows:
(a) typewritten or handwritten terms on the face of a written
purchase order, acknowledgment or similar document or in the
main body of an electronic equivalent which have been
specifically accepted in writing by the other Party's Program
Manager;
(b) the terms of this Agreement;
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(c) preprinted terms incorporated in the purchase order,
acknowledgment or similar document.
5.3 Consistent with standard practices of issuing specific device
level details of part numbers to be fabricated on a weekly or periodic basis,
Fairchild may unilaterally change the part number to be manufactured, provided
that National agrees that the change does not negatively impact National's
loadings and provided further that there is no change in the Process flow to be
used. A change that will negatively impact loading or alter the Process flow may
only be directed upon National's agreement; National shall utilize its Best
Efforts to comply with such requested change. The specific part number detail
shall be submitted by first class mail or facsimile. By written agreement of the
Parties, specific part number detail may also be sent by electronic data
exchange, or other mutually satisfactory system.
5.4 Fairchild shall request delivery dates which are consistent with
National's reasonable lead times for each Product as indicated at the time
Fairchild's purchase order is placed. Notwithstanding the foregoing, National
shall utilize its Best Efforts to accommodate requests by Fairchild for quick
turnarounds or "hot lots", which includes prototype lots. Hot lot cycle times
and the premiums to be paid therefor are listed in Exhibit K.
5.5 National may manufacture lots of any size which satisfy the
requirements of effective manufacturing. However, Fairchild must place orders
for full flow and prototype Products in increments of twelve (12) or twenty-four
(24) Wafers.
6.0 PRICES AND PAYMENT
6.1 Set forth herein in Exhibit M is the Forecasted Volume of Wafers
by Process that Fairchild will purchase from National during the term of this
Agreement. Set forth in Exhibit N hereto are the prices which Fairchild shall
pay to National for Wafers manufactured hereunder during the first six (6)
fiscal periods of this Agreement.
6.2 The Parties hereby acknowledge that the prices Fairchild shall
pay to National for silicon wafers manufactured pursuant to this Agreement are
based on the collateral transactions and ongoing relationship between the
Parties as expressed in the Purchase Agreement, Revenue Side Letter and
corresponding Fairchild Foundry Services Agreement, Fairchild Assembly Services
Agreement, and Mil/Aero Wafer and
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Services Agreement of even date herewith between the Parties (collectively the
"Operating Agreements"). The prices which Fairchild shall pay to National for
Wafers manufactured hereunder after the first six (6) fiscal periods of this
Agreement are set forth herein at Exhibit L. In addition, Products that qualify
will be subject to a die cost adjustment as provided in Exhibit E.
6.3 For purposes of Exhibit L, Fairchild, or any "Big 6" accounting
firm designated by Fairchild, shall have reasonable rights to audit not more
than twice each fiscal year the books and records of National relevant to the
pricing terms of this Agreement in order to come to agreement with National with
regard to National's actual manufacturing costs.
6.4 Prices are quoted and shall be paid in U.S. Dollars. Such prices
are on an FOB ship point basis. Payment terms are net thirty (30) from date of
invoice. Miscellaneous services may be invoiced separately.
6.5 Fairchild shall pay, in addition to the prices quoted or
invoiced, the amount of any freight, insurance, special handling and duties.
Fairchild shall also pay all sales, use, excise or other similar tax applicable
to the sale of goods or provision of services covered by this Agreement, or
Fairchild shall supply National with an appropriate tax exemption certificate.
6.6 Fairchild shall in no event be required to pay prices in excess
of those charged by National for other third party foundry customers, for
substantially similar products sold on substantially similar terms (e.g.,
volume, payment terms, manufacturing criteria, contractual commitments vs. spot
buys, etc.). In the event National desires to perform such foundry services for
other third party customers at such lower prices, National shall immediately
notify Fairchild and Fairchild shall begin receiving the benefit of such lower
price at the same time as such other third party customer. This Paragraph 6.6
shall not apply to the prices to be paid by Fairchild hereunder for the first
twelve (12) fiscal periods of this Agreement, or for "spot buys" intended to
fill underutilized capacity thereby caused by Fairchild.
7.0 OTHER MANUFACTURING SERVICES
7.1 At Fairchild's request, National will perform Wafer sort and
test services based on sort and test programs prepared, owned and otherwise
proprietary to Fairchild. Towards that end, Fairchild shall supply National with
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Fairchild-owned specific probe cards, load boards and test software in order
that National may provide such services. Wafer sort shall be priced by hours of
active sorting, with specific prices as set forth in Exhibit G.
7.2 At Fairchild's request, National shall continue to provide
certain ongoing operational support services (the "Miscellaneous Support
Services") to Fairchild at the same level of support that was in effect as of
the Effective Date on a purchase order basis at prices to be negotiated by the
Parties case-by-case.
7.3 In support of the Processes and those manufacturing processes
listed in Exhibit C, National will make available design support information
including the following items:
(a) Layout design rules.
(b) Industry standard models for active devices (BSIM3v3 for CMOS
devices and Gummel-Poon with parasitics for bipolar devices)
representing nominal conditions and performance corners.
(c) Industry standard models, as stated in the Fairchild NTPRS
document in effect as of the Effective Date, for parasitic
elements, such as interconnect resistances and capacitances,
sheet resistivities of all conducting layers, parasitic
capacitances for diffused areas, and so forth, including
additional elements or devices intended for mixed-signal
applications.
(d) Process cross sections, if not already available at Fairchild.
(e) Sufficient sizing and PCM information to assure the integrity
of Masks ordered in support of Products to be manufactured.
(f) Yield models plus applicable current and forecast parameters
such as Ys and Do for those models.
This information should be in the form of at least one controlled paper copy or
electronic access to a controlled copy. Fairchild, at its discretion, may
request a controlled electronic copy of the required information in lieu of the
paper copy. National will provide the foregoing services at no charge to
Fairchild, limited to those engineering services
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performed as of the Effective Date. Any additional requests are subject to fees
set forth in Exhibit J.
8.0 DELIVERY; RESCHEDULING AND CANCELLATION
8.1 National shall make reasonable and diligent efforts to deliver
Wafers on the delivery dates specified in the Product delivery schedule provided
by National pursuant to Paragraph 5.1. Any shipment made within fifteen (15)
days before or after the shipment date(s) specified in said Product delivery
schedule shall constitute timely shipment. Partial shipments will be allowed and
may be invoiced separately. A delivery will be considered conforming if it
contains a quantity equal to plus or minus five percent (5%) of the quantity
ordered.
8.2 If National has not made shipment of Products within fifteen
(15) days after the shipment date specified in the Product delivery schedule
provided by National pursuant to Paragraph 5.1, Fairchild shall have the right,
subject to Paragraph 18.2, to cancel that portion of its purchase order
pertaining to such Products, but only in the event that Fairchild's customer for
those Products has cancelled its order with Fairchild for such Products.
Notwithstanding the foregoing, if National has not made shipment of Products
within thirty (30) days after the shipment date specified in the Product
delivery schedule, Fairchild shall have the right, subject to Paragraph 18.2, in
its sole discretion, to cancel that portion of its purchase order pertaining to
such Products, regardless of whether Fairchild's customer has cancelled its
order with Fairchild or not.
8.3 All Wafers delivered pursuant to the terms of this Agreement
shall be suitably packed for shipment in National's standard containers, marked
for shipment to Fairchild's address set forth in the applicable purchase order
and delivered to a carrier or forwarding agent chosen by Fairchild. Should
Fairchild fail to designate a carrier, forwarding agent or type of conveyance,
National shall make such designation in conformance with its standard shipping
practices. Shipment will be F.O.B. shipping point, at which time risk of loss
and title shall pass to Fairchild. Shipments will be subject to incoming
inspection as set forth in Paragraph 9.2 below.
8.4 To facilitate the inspection of Product deliveries to Fairchild,
lot integrity shall be maintained on all such deliveries, unless specifically
waived by mutual agreement of the Parties.
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8.5 Subject to the provisions of Section 5 hereof, Fairchild may
cancel any purchase order upon at least one (1) week's notice prior to the
commencement of manufacturing without charge, provided that Fairchild reimburses
National for the cost of any unique raw materials purchased for such order.
8.6 Fairchild may request that National stop production of Wafers in
process for Fairchild's convenience and National will consider stopping
depending on the point of process. In such event, Fairchild shall pay for all
Wafers at the agreed price, subject to a negotiated adjustment based upon the
degree of completion of the Wafers and whether or not National is able to
utilize the unfilled capacity. National will, if reasonably practicable, restart
production of stopped Wafers one time within a reasonable time after receipt of
a written request from Fairchild, subject to Fairchild's payment of any
additional expenses incurred. Sections 9, 10 and 11 of this Agreement shall not
apply to Wafers stopped under this Paragraph 8.6 for more than thirty (30) days,
nor shall National make any commitments of yield with respect to such Wafers.
8.7 In the event that Fairchild elects to maintain an inventory of
partially finished Wafers, ownership of the partially finished Wafers will pass
to Fairchild when they reach the holding point defined by the relevant Process
flow. National will invoice Fairchild for such Wafers, but they will be stored
under clean-room conditions and remain in the Wafer processing WIP management
system. National will inform Fairchild of the number and types of these Wafers
remaining in inventory at the end of each fiscal period. Further, the electronic
records and physical inventory shall be available for inspection by Fairchild at
any time. National shall credit Fairchild with the amount previously invoiced
for any such Wafers at such time as they are restarted in the Process flow.
8.8 As of 12:01 A.M. on the Effective Date, Fairchild will own all
Wafers located at the Facility which National has commenced processing but which
have not yet been completed in accordance with the pertinent Process flow.
Unless expressly directed by Fairchild otherwise, National shall continue to
process each Wafer to a normal state of completion in the applicable Wafer
Module. Fairchild shall pay National for the accumulated additional processing
costs, plus a twenty-five percent (25%) mark up, for the additional processing
taking place on and after the Effective Date. The provisions of Sections 9, 10
and 11 hereof, shall specifically apply to all such Wafers.
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9.0 QUALITY CONTROL AND INSPECTION; AND RELIABILITY
9.1 National will manufacture Wafers in accordance with the Quality
and Reliability Criteria for the applicable Product. Prior to shipment, National
will perform the electrical parameter testing and other inspections specified to
be performed by it in the applicable Acceptance Criteria on each Wafer lot
manufactured. National will only ship those Wafer lots that successfully pass
the applicable Acceptance Criteria. National will electronically provide
Fairchild with the electrical test data specified in the applicable Acceptance
Criteria. Wafers will be laser scribed with lot and wafer number for statistical
monitoring and lot number traceability.
9.2 Fairchild shall promptly provide for inspection and testing of
each shipment of Wafers upon receipt in accordance with the Acceptance Criteria
and shall notify National in writing of acceptance of the Wafers. If Fairchild
has not given written notice to National of rejection of all or part of a
shipment within thirty (30) days of receipt, Fairchild will be deemed to have
accepted such Wafers. In the event any lot or Wafer is found to fail the
Acceptance Criteria prior to final acceptance, Fairchild shall promptly return
it to National, together with all test data and other information reasonably
required by National. Upon confirmation by National that such Wafers fail the
Acceptance Criteria, National shall replace such lot or Wafer on a timely basis.
9.3 Fairchild shall promptly provide for yield probe tests to be
conducted on the Wafers and communicate the results of the tests to National
within thirty (30) days of receipt of Wafers from National. The right to return
any Wafers for low yield shall be governed by Section 10 below.
9.4 MPS-3-000 (Material Procurement Specification) - General
Provisions and Quality Requirements for External (Non-National) Wafer Fab
Facilities and MPS-3-001 (Material Procurement Specification) - Technical
Requirements for CMOS Processing are the National policies for the purchase of
integrated circuits from independent suppliers. These policies as in effect at
the Effective Date shall provide criteria for the initial and continuing
qualification of the Facility and evaluation of Wafers manufactured by National
hereunder. To the extent that those policies are not inconsistent with the
provisions of this Agreement, Fairchild shall not be required to accept delivery
of any Wafers hereunder if National fails to comply with said policies or such
other similar policies
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as may be mutually agreed to in writing by the Parties.
9.5 National hereby warrants that the Facility currently is, and
will remain throughout the term of this Agreement, ISO9000 certified.
10.0 MINIMUM YIELD ASSURANCES
10.1 National will guarantee a minimum yield assurance ("MYA") on a
per Product basis for those Wafers fabricated and probed by National. For Wafers
not sorted by National the MYA limits will apply only to Wafers whose
substandard yield is caused by materials or National's workmanship. MYAs shall
function as a reliability screen hereunder for maverick Wafers, via standard
sort test results and yield.
10.2 The baseline yield and initial MYA for each Product to be
manufactured by National hereunder is set forth in Exhibit B hereto.
10.3 For a new Product, the baseline yield and MYA will be
established after a minimum of twenty (20) Wafer lot runs have been tested to
production released test programs. A new baseline yield and MYA will be
calculated whenever Fairchild makes any modifications to said test programs.
10.4 For Products that qualify for die cost sharing, as provided in
Exhibit E, the baseline Net Die Per Wafer (NDPW) for the Product will be used
for defining the MYA. For all other Products, each fiscal quarter, each
Product's baseline yield will be calculated using the previous fiscal quarter's
results, or the previous twenty (20) Wafer lot runs if less than twenty (20)
Wafer lot runs were processed in said previous quarter. The mean and standard
deviation (sigma) yield for a Product will be calculated using individual Wafer
data. Zero yielding Wafers will be excluded from such calculations. The results
of such calculations will be used in defining the MYA for that Product for the
quarter in which the calculations are made, but only if the mean yield changes
by more than +/-2%.
10.5 MYA will be determined as follows. For purposes of Wafers
manufactured in the Facility, Wafers which yield less than sixty percent (60%)
of the mean will be considered discrepant and may be returned for full credit at
Fairchild's discretion. In no event shall National accept returns of Wafers on
non-released products.
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10.6 Fairchild shall provide yield analysis information on Wafers
returned to National under this Section 10, in order to assist National in
continuous Process improvement.
10.7 In the event of an extended period of substandard yields on a
Product, National will utilize its Best Efforts to correct any Process related
causes and the Parties will negotiate in good faith to make up for the Process
related yield loss experienced by Fairchild and its customers.
11.0 WARRANTY
11.1 National warrants that the Wafers delivered hereunder shall
meet the Quality and Reliability Criteria and shall be free from defects in
material and National's workmanship under normal use for a period of one (1)
year from the date of delivery. If, during the one year period:
(i) National is notified in writing promptly upon discovery
with a detailed description of any such defect in any
Product (at which time National shall issue a return
material authorization number to Fairchild), and;
(ii) Fairchild returns such Product to the applicable
Facility at Fairchild's expense for inspection;
and
(iii) National's examination of such Product reveals that the
Product is indeed defective and does not meet the
applicable Quality and Reliability Criteria or is
defective in materials or National's workmanship
and such problems are not caused by accident,
abuse, misuse, neglect, improper storage,
handling, packaging or installation, repair,
alteration or improper testing or use by someone
other than National
then, within a reasonable time, National, at its sole option, shall either
replace or credit Fairchild for such defective Product. National shall return
any Products replaced under this warranty to Fairchild transportation prepaid,
and shall reimburse Fairchild for the transportation charges paid by Fairchild
in returning such defective Products to National.
11.2 THE FOREGOING WARRANTY CONSTITUTES NATIONAL'S
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EXCLUSIVE LIABILITY, AND FAIRCHILD'S EXCLUSIVE REMEDY, FOR ANY BREACH OF
WARRANTY. EXCEPT AS SET FORTH HEREIN, NATIONAL MAKES AND FAIRCHILD RECEIVES NO
WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND NATIONAL SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
12.0 ON-SITE INSPECTION AND INFORMATION
12.1 National shall allow Fairchild and/or Fairchild's customers to
visit and evaluate the Facility during normal business hours as part of
established source inspection programs, it being understood and agreed between
Fairchild and National that Fairchild must obtain the concurrence of National
for the scheduling of all such visits, which such concurrence shall not be
unreasonably withheld. It is anticipated that such visits will occur no more
than once per quarter on average.
12.2 Upon Fairchild's written request, National will provide
Fairchild with process control information, to include but not be limited to:
process and electrical test yield results, current process specifications and
conformance to specifications; calibration schedules and logs for equipment;
environmental monitor information for air, gases and DI water; documentation of
operator qualification and training; documentation of traceability through
National's operation; and National verification information. Except for exigent
circumstances, such requests shall not be made more than twice per year for a
given category of information.
13.0 PRODUCT ENGINEERING SUPPORT
13.1 The Parties will cooperate in allowing Fairchild employees to
have reasonable access to the Facility during the term of this Agreement (the
"Fairchild Engineering Team"), in order to assist in Product developments and
improvements. National will provide reasonable office space to the Fairchild
Engineering Team, if required on a temporary basis, not to exceed sixty (60)
days per occurrence, at no expense to Fairchild. Should the Fairchild
Engineering Team require long term, dedicated office space, Fairchild agrees to
pay National the overhead cost associated with such space. The Fairchild
Engineering Team will comply with all applicable National regulations in force
at the Facility and Fairchild hereby agrees to hold National harmless for any
damages or liability caused by any member of the Fairchild Engineering Team,
which are attributable to: (i) the negligence or
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willful malfeasance of such member, and (ii) any failure by such member to
comply with National's regulations in force at the Facility or with applicable
law.
13.2 National shall assist the efforts of the Fairchild Engineering
Team and provide Fairchild with reasonable and timely support.
13.3 National shall assist Fairchild in any efforts to identify any
reliability problems that may arise in a Product. Fairchild shall correct
Product related problems and National shall correct all Process related
problems.
14.0 TERM AND TERMINATION
14.1 The term of this Agreement shall be thirty-nine (39) fiscal
periods from the Effective Date, provided however that the Parties shall not
less than eight (8) fiscal periods prior to the end of such thirty-ninth (39th)
fiscal period determine in good faith a ramp-down schedule of production so as
to minimize disruption to both Parties. If the Parties are unable to agree on
the terms governing a ramp-down, Fairchild shall be allowed to reduce its
purchase commitment by not more than twenty percent (20%) per fiscal quarter,
starting one fiscal quarter after the initial thirty-nine (39) fiscal period
term of this Agreement. Fairchild will provide National with not less than
ninety (90) days prior written notice of any such reduction.
14.2 This Agreement may be terminated, in whole or in part, by one
Party sending a written notice to the other Party of its election to terminate,
which notice specifies the reason for the termination, upon the happening of any
one or more of the following events:
(a) the other Party is the subject of a petition filed in a
bankruptcy court of competent jurisdiction, whether
voluntary or involuntary, which petition in the event
of an involuntary petition is not dismissed within
sixty (60) days; if a receiver or trustee is appointed
for all or a substantial portion of the assets of the
other Party; or if the other Party makes an assignment
for the benefit of its creditors; or
(b) the other Party fails to perform substantially any
material covenant or obligation, or breaches any
material representation or warranty provided for
herein; provided,
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however, that no right of termination shall arise
hereunder until sixty (60) days after receipt of written
notice by the Party who has failed to perform from the
other Party, specifying the failure of performance, and
said failure having not been remedied or cured during
said sixty (60) day period.
14.3 Upon termination of this Agreement, all rights granted
hereunder shall immediately terminate and each Party shall return to the other
Party any property belonging to the other Party which is in its possession,
except that National may continue to retain and use any rights or property
belonging to Fairchild solely for the period necessary for it to finish
manufacturing during any ramp-down period. Nothing in this Section 14 is
intended to relieve either Party of any liability for any payment or other
obligations existing at the time of termination.
14.4 The provisions of Sections 11, 15, 16 and Paragraphs 18.5 and
18.8 shall survive the termination of this Agreement for any reason.
15.0 EXPORT CONTROL
15.1 The Parties acknowledge that each must comply with all rules
and laws of the United States government relating to restrictions on export.
Each Party agrees to use its Best Efforts to obtain any export licenses, letters
of assurance or other documents necessary with respect to this Agreement.
15.2 Each Party agrees to comply fully with United States export
laws and regulations, assuring the other Party that, unless prior authorization
is obtained from the competent United States government agency, the receiving
Party does not intend and shall not knowingly export or re-export, directly or
indirectly, any Wafers, Products, technology or technical information received
hereunder, that would be in contravention of any laws and regulations published
by any United States government agency.
16.0 CONFIDENTIALITY
16.1 For purposes of this Agreement, "Confidential Information"
shall mean all proprietary information, including Fairchild and/or National
trade secrets relating to the subject matter of this Agreement disclosed by one
of the
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<PAGE>
Parties to the other Party in written and/or graphic form and originally
designated in writing by the disclosing Party as Confidential Information or by
words of similar import, or, if disclosed orally, summarized and confirmed in
writing by the disclosing Party within thirty (30) days after said oral
disclosure, that the orally disclosed information is Confidential Information.
16.2 Except as may otherwise be provided in the Technology Licensing
and Transfer Agreement between the Parties of even date herewith, each Party
agrees that it will not use in any way for its own account, or for the account
of any third party, nor disclose to any third party except pursuant to this
Agreement, any Confidential Information revealed to it by the other Party. Each
Party shall take every reasonable precaution to protect the confidentiality of
said information. Each Party shall use the same standard of care in protecting
the Confidential Information of the other Party as it normally uses in
protecting its own trade secrets and proprietary information.
16.3 Notwithstanding any other provision of this Agreement, no
information received by a Party hereunder shall be Confidential Information if
said information is or becomes:
(a) published or otherwise made available to the public
other than by a breach of this Agreement;
(b) furnished to a Party by a third party without
restriction on its dissemination;
(c) approved for release in writing by the Party
designating said information as Confidential
Information;
(d) known to, or independently developed by, the Party
receiving Confidential Information hereunder without
reference to or use of said Confidential Information; or
(e) disclosed to a third party by the Party transferring said
information hereunder without restricting its subsequent
disclosure and use by said third party.
16.4 In the event that either Party determines on the advice of its
counsel that it is required to disclose any information pursuant to applicable
law or receives any demand under lawful process to disclose or provide
information of the
-20-
<PAGE>
other Party that is subject to the confidentiality provisions hereof, such Party
shall notify the other Party prior to disclosing and providing such information
and shall cooperate at the expense of the requesting Party in seeking any
reasonable protective arrangements requested by such other Party. Subject to the
foregoing, the Party that receives such request may thereafter disclose or
provide information to the extent required by such law (as so advised by
counsel) or by lawful process.
17.0 REPORTS AND COMMUNICATIONS
17.1 Each Party hereby appoints a Program Manager whose
responsibilities shall include acting as a focal point for the technical and
commercial discussions between them related to the subject matter of this
Agreement, to include monitoring within his or her respective company the
distribution of Confidential Information received from the other Party and
assisting in the prevention of the unauthorized disclosure of Confidential
Information within the company and to third parties. The Program Managers shall
also be responsible for maintaining pertinent records and arranging such
conferences, visits, reports and other communications as are necessary to
fulfill the terms and conditions of this Agreement. The names, addresses and
telephone numbers of the Program Managers will be communicated between the
Parties from time to time.
18.0 GENERAL
18.1 AMENDMENT: This Agreement may be modified only by a
written document signed by duly authorized representatives of the Parties.
18.2 FORCE MAJEURE: A Party shall not be liable for a failure or
delay in the performance of any of its obligations under this Agreement where
such failure or delay is the result of fire, flood, or other natural disaster,
act of God, war, embargo, riot, labor dispute, unavailability of raw materials
or utilities (provided that such unavailability is not caused by the actions or
inactions of the Party claiming force majeure), or the intervention of any
government authority, providing that the Party failing in or delaying its
performance immediately notifies the other Party of its inability to perform and
states the reason for such inability.
18.3 ASSIGNMENT: This Agreement may not be assigned by any Party
hereto without the written consent of
-21-
<PAGE>
the other Party; provided that Fairchild may assign its rights but not its
obligations hereunder as collateral security to any bona fide financial
institution engaged in acquisition financing in the ordinary course providing
financing to consummate the transactions contemplated by the Purchase Agreement
or any bona fide financial institution engaged in acquisition financing in the
ordinary course through whom such financing is refunded, replaced, or refinanced
and any of the foregoing financial institutions may assign such rights in
connection with a sale of Fairchild or the Business in the form then being
conducted by Fairchild substantially as an entirety. Subject to the foregoing,
all of the terms and provisions of this Agreement shall be binding upon, and
inure to the benefit of, and shall be enforceable by, the respective successors
and assigns of the Parties hereto.
18.4 COUNTERPARTS: This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute but one and the same instrument.
18.5 CHOICE OF LAW: This Agreement, and the rights and obligations
of the Parties hereto, shall be interpreted and governed in accordance with the
laws of the State of California, without giving effect to its conflicts of law
provisions.
18.6 WAIVER: Should either of the Parties fail to exercise or
enforce any provision of this Agreement, such failure shall not be construed as
constituting a waiver or a continuing waiver of its rights to enforce such
provision or right or any other provision or right. Should either of the Parties
waive any provision or right under this Agreement, such waiver shall not be
construed as constituting a waiver of any other provision or right.
18.7 SEVERABILITY: If any provision of this Agreement or the
application thereof to any situation or circumstance shall be invalid or
unenforceable, the remainder of this Agreement shall not be affected, and each
remaining provision shall be valid and enforceable to the fullest extent.
18.8 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING
FROM THE OTHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT,
OR THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS OR SERVICES SOLD PURSUANT
HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR
OTHERWISE, REGARDLESS OF WHETHER THE
-22-
<PAGE>
NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.
18.9 EFFECT OF HEADINGS: The headings and sub-headings contained
herein are for information purposes only and shall have no effect upon the
intended purpose or interpretation of the provisions of this Agreement.
18.10 INTEGRATION: The agreement of the Parties, which is composed
of this Agreement and the Exhibits hereto and the documents referred to herein,
constitutes the entire agreement and understanding between the Parties with
respect to the subject matter of this Agreement and integrates all prior
discussions and proposals (whether oral or written) between them related to the
subject matter hereof.
18.11 PUBLIC ANNOUNCEMENT: Prior to the closing of the transactions
contemplated under the Purchase Agreement, neither Fairchild nor National shall,
without the approval of the other Party hereto, make any press release or other
public announcement concerning the terms of the transactions contemplated by
this Agreement, except as and to the extent that any such Party shall be so
obligated by law, in which case the Party shall use its Best Efforts to advise
the other Party thereof and the Parties shall use their Best Efforts to cause a
mutually agreeable release or announcement to be issued; provided that the
foregoing shall not preclude communications or disclosures necessary to (a)
implement the provisions of this Agreement or (b) comply with accounting,
securities laws and Securities and Exchange Commission disclosure obligations.
Fairchild shall provide National with a reasonable opportunity to review and
comment on any references to National made by Fairchild (and shall not include
any such references to National without the written consent of National, which
consent shall not be unreasonably withheld or delayed) in any written materials
that are intended to be filed with the Securities and Exchange Commission in
connection with obtaining financing required to effect the transactions
contemplated in connection with the Purchase Agreement or intended to be
distributed to prospective purchasers pursuant to an offering made under Rule
144A promulgated under the Securities Act of 1933 in connection with obtaining
such financing.
18.12 NO PARTNERSHIP OR AGENCY CREATED: Nothing contained herein or
done pursuant to this Agreement shall constitute the Parties as entering upon a
joint venture or partnership, or shall constitute either Party the agent for the
other Party for any purpose or in any sense whatsoever.
-23-
<PAGE>
18.13 BINDING EFFECT: This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of the Parties hereto
and to their respective successors and assigns.
18.14 NOTICES: All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when received if
personally delivered; when transmitted if transmitted by telecopy, electronic or
digital transmission method; the day after it is sent, if sent for next day
delivery to a domestic address by a recognized overnight delivery service (e.g.,
Federal Express); and upon receipt, if sent by certified or registered mail,
return receipt requested. In each case notice shall be sent to:
National: National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
M/S 16-135
Santa Clara, CA 95052-8090
Attn: General Counsel
FAX: (408) 733-0293
Fairchild: Fairchild Semiconductor Corporation
M/S 01-00 (General Counsel)
333 Western Avenue
South Portland, ME 04106
FAX: (207) 761-6020
or to such other place as such Party may designate as to itself by written
notice to the other Party.
-24-
<PAGE>
IN WITNESS WHEREOF, the Parties have had this Agreement executed by
their respective duly authorized officers on the day and date first written
above. The persons signing warrant that they are duly authorized to sign for and
on behalf of the respective Parties.
FAIRCHILD SEMICONDUCTOR CORPORATION
By: /s/ Joseph R. Martin
-----------------------
Title: Executive V.P.
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ John M. Clark III
-----------------------
Title: Senior V.P.
-25-
<PAGE>
EXHIBIT A
PROCESSES
6-inch Wafer Process Flows: National Texas Fab
- --------------------------------------------------------------------------------
Process Description and
Process Name Acceptance Specification Status
- --------------------------------------------------------------------------------
CS200EE EEPROM variation of CS200 with single poly Prod
and double metal
Spec: NSTE PS-0008 and Keithley files
mk410p19.lim and mk410t02.dsp
- --------------------------------------------------------------------------------
CS160EE EEPROM variation of CS200 with single Prod
poly, reduced gate poly width, and double
metal
Spec. NSTE PS-0008 and Keithley files
mk536p10.lim and mk536t06.dsp
- --------------------------------------------------------------------------------
CS080A Standard 0.8(mu) core CMOS, with single Prod
poly, Tungsten Metal 1 and Aluminum Metal 2
Spec: NSTE PS-0008 and Keithley files
mk612p10.lim and mk612102.dsp
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT B
PRODUCT LIST AND SUPPORTING DATA
Products manufactured in Texas
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Division Product ID Mask ID & Rev Process Flow Sort Test Sort W/hr MYA Date
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MEMORY NM66C57 NM66C57 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM88C11 NM88C11 A CS200EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM95C12 NM95C12 A CS200EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C02 NM66C02 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM93C55 NM93C55 A CS200EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C04 NM66C04 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM25C14 NM25C14 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM88C06 NM88C06 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C06 NM66C06 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM88C46 NM88C46 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM93C46 NM93C46 C CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C56 NM66C56 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM93C55 NM93C55 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C66 NM66C66 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C08 NM66C08 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM88C47 NM88C47 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C16 NM66C16 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
MEMORY NM66C47 NM66C47 A CS160EE 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTL16612 AAA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTL16612 ABA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTL16612 ACA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTL16616 AAA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTLP16612 AAA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTLP16612 ABA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTLP16612 ACA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTLP16612 ADA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTLP16612 BEA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
LOGIC GTLP16612 BFA3056E CS80A NA 8-Jan-97
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT D
CAPACITY REQUEST AND RESPONSE FORMATS
<TABLE>
<CAPTION>
========================================================================
Arlington FY97 FY97 FY97 FY97 FY98 FY98 FY98 FY98
Per Per Per Per Per Per Per Per
9 10 11 12 1 2 3 4
------------------========================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Workdays 34 27 28 35 27 27 35 27
===================================------------------------------------------------------------------------
Starts Forecast by Fab Details:
Raw by Size
===================================
MEMORY CS160EE 0 0 0 0 0 0 0 0
MEMORY CS200EE 0 0 0 0 0 0 0 0
LOGIC CS080A 0 0 0 0 0 0 0 0
Total TE 0 0 0 0 0 0 0 0
===================================
</TABLE>
<TABLE>
<CAPTION>
========================================================================
Outsourced FY97 FY97 FY97 FY97 FY98 FY98 FY98 FY98
Wafers Per Per Per Per Per Per Per Per
9 10 11 12 1 2 3 4
------------------========================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Workdays 34 27 28 35 27 27 35 27
===================================------------------------------------------------------------------------
Starts Forecast by Fab Details:
Raw by Size
===================================
LOGIC TSMC 0.35(mu) 0 0 0 0 0 0 0 0
LOGIC Total TSMC 0 0 0 0 0 0 0 0
===================================
</TABLE>
<PAGE>
Section 6 1/10/97
Schedule `D'
Proposed Scheduling Table
(for flip agreement)
FORECAST TIMETABLE
Week
Day
- ---------------------------------------------------------------
Period 12 Period 1 Period 2 Period 3
- ---------------------------------------------------------------
1 2 3 4 5 1 2 3 4 5 1 2 3 4 5 1 2 3 4 5
- ---------------------------------------------------------------
1
- ---------------------------------------------------------------
2 ZA A A ZA
- ---------------------------------------------------------------
3
- ---------------------------------------------------------------
4
- ---------------------------------------------------------------
5 R Y R Y R Y R Y
- ---------------------------------------------------------------
R=FSC PROVIDES 8 PD FORECAST TO NSC
Y=NSC PROVIDES CAPACITY RESPONSE TO FSC
Z=FSC PLACES BLANKET 3 PD PURCHASE ORDER WITH NSC
A=FSC RELEASES DETAIL OF WAFER STARTS FOR THE FOLLOWING PERIOD
<PAGE>
EXHIBIT E
DIE COST IMPACT SHARING
1.0 GENERAL
1.1 Fairchild and National will implement 50:50 sharing of yield gain and loss
implemented in accordance with the principles set forth in this Exhibit.
1.2 The yield adjustment amount will be calculated at the end of the first six
(6) fiscal periods ("Fiscal Half") from the Effective Date and each Fiscal Half
thereafter, retroactively. Fairchild will pay National a yield premium fee in
the case of average yield improvement; National will reimburse Fairchild in the
case of average yield degradation
1.3 Net Die Per Wafer (NDPW) will be used as the basis for the calculation.
2.0 ESTABLISHING YIELD BASELINE
2.1 In order to qualify for die cast sharing, Products must (i) have achieved a
minimum production volume of at least ninety-six (96) Wafers (i.e., the
equivalent of at least four 24-Wafer or eight 12-Wafer lots) per period for
three (3) of the preceding six (6) fiscal periods (a minimum of 288 Wafers) and
(ii) have a stable yield history (e.g., without known yield or test
sensitivities. The baseline NDPW of each qualifying Product as of the Effective
Date shall be the average NDPW of the preceding six (6) fiscal periods. Baseline
NDPWs will reset twelve (12) fiscal periods ("Fiscal Year") after the Effective
Date and at the end of each Fiscal Year thereafter.
2.2 A baseline NDPW will be established for a new Product after the Product has
achieved a minimum production volume of at least 96 Wafers per fiscal period
(i.e., the equivalent of at least four 24-Wafer of eight 12-Wafer lots) for
three (3) of the preceding six (6) fiscal periods (a minimum of 288 Wafers) and
(ii) has established a stable yield history (e.g., without known yield or test
sensitivities). Once a baseline NDPW has been established for a Product and
mutually agreed upon by the Parties, such baseline NDPW will remain in effect
until the next Fiscal Year reset point.
2.3 In case of a change in the sort program which affects the yield, a
new baseline NDPW will be mutually agreed upon based on the effect of the change
on the Product yield. The new baseline will apply to all lots measured after the
change has been implemented.
2.4 In the case of a Mask change which affects the yield, a new baseline NDPW
will be established as provided in Paragraph 2.2 of this Exhibit.
2.5 For Products that are not sorted by National the Parties will agree on
procedures to assure that production sort programs cannot be changed without
National's acknowledgment, and the provisions of Paragraph 2.3 of this Exhibit
shall apply to any such changes.
2.6 In order for a Product that is not sorted by National to qualify for die
cast sharing, Fairchild must make wafer sort and yield data, and wafers (at
National's cost) as required for analysis, available to National on a timely
basis and in conformance with National's own internal requirements for such
data.
3.0 CALCULATIONS
<PAGE>
3.1 At the end of each Fiscal Half, a Product list to be used for the yield
adjustment calculation will be mutually agreed by the Parties. Each Product in
this list shall (i) have an established baseline NDPW; ( ii ) have achieved a
minimum production volume of at least ninety-six (96) Wafers per period (i.e.
the equivalent of four 24-Wafer or 8 12-Wafer lots) for three (3) of the
preceding six (6) fiscal periods (a minimum of 288 Wafers); and (iii) have
established a stable yield history (e.g., without known yield or test
sensitivities).
3.2 The percent change in NDPW for the preceding Fiscal Half will be calculated
for each qualifying Product based on the difference between the baseline and
actual NDPW for the Product;
3.3 The semiannual adjustment for die cast sharing will equal:
(Base Wafer Price) X (NDPW Percent Change) X (0.5) X (Wafers Shipped)
3.4 The total adjustment will be the sum of the adjustments of the qualifying
Products.
3.5 National will perform the die cast sharing calculation and provide an
accounting to Fairchild following the end of each Fiscal Half together with an
invoice of a credit for the die cost adjustment amount.
4.0 OTHER
4.1 MYA will be used in conjunction with die cost sharing for purposes of
identifying "Maverick" wafers that will be discarded (unless Fairchild agrees to
accept). For Products that qualify for die cost sharing, the baseline NDPW will
be used as the basis for defining the MYA for the Product.
4.2 Wafer price adjustments to reflect changes in National's manufacturing cost
base are independent of die cost sharing.
<PAGE>
EXHIBIT F
WAFER ACCEPTANCE CRITERIA
National Electrical Test Acceptance Method:
Acceptance of National Wafers for shipment to Fairchild shall be determined per
mutually agreed upon electrical parameter test distribution performance with
standard test die. National's wafer acceptance methodology is detailed in
Arlington specification SP-0008. The method depends on two classes of Kiethley
files:
Limit files Identified as *.lim
Dispo (sition) files Identified as *.dsp
The former contain the electrical test limits, and the latter define the
accept/reject criteria per wafer, and in some cases per lot, by individual test.
The *.lim and *.dip files are identified in Exhibit A.
Arlington, Texas Wafer Acceptance and Wafer Sort:
1. Each lot will be sampled at PCM test prior to Wafer sort. Five wafers per
lot will be sampled and subjected to electrical test.
2. In the event that one of or more Wafers in the lot sample fail the
acceptance criteria, then 100% testing of the remaining Wafers in the lot
will be performed and the *.dsp acceptance criteria shall be applied to
each Wafer.
3. Electrical Test parameter distributions will be made available to National
on a monthly basis.
National Wafer Fabrication and Fairchild Wafer Sort:
1. A ten (10) Wafer lot sample will be tested to the applicable PCM
specification prior to shipment to NSC. Keithly *.dsp and *.lim files will
govern the acceptances and rejections. In the event that one or more
sample wafers fails the PCM test, 100% testing of residual wafers will be
performed, and all Wafers which pass the PCB will be shipped to National.
2. Individual PCM SPECIFICATIONS (BY Process) are defined by the files called
out in Exhibit A.
3. Electrical Test parameter distributions will be made available on a
monthly basis.
<PAGE>
EXHIBIT G
PRICES FOR WAFER SORT
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Wafer Sort Cost per Wafer
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Non-recurring Costs:
Because of the planned evolution of the products currently sorted
in[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], it is not anticipated that the costs associated with new
products will be incurred.
<PAGE>
EXHIBIT H
Eight Inch Wafer Detail
Eight inch Wafer Process Flow
- --------------------------------------------------------------------------------
Process Description and
Process Name Acceptance Specification Status
- --------------------------------------------------------------------------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE Qual
SECURITIES AND EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
Eight Inch Wafer Demand
------------------------------------------------------------------------
Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400
------------------------------------------------------------------------
Starts [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Eight Inch Wafer Price
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
<PAGE>
EXHIBIT K
CYCLE TIME AND EXPEDITED PROCESSING
Fiscal Year 1998 Wafer Processing Cycle Times (in Days)
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] Fab:
Standard Hot Lot Super Hot
Process cycle time cycle time cycle time
------- ---------- ---------- ----------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Charges for Expedited Processing
Fairchild will be charged a premium per hot lot started as follows:
for Hot Lots, the premium will be[CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] per
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
for Super Hot Lots' the premium will be [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] per
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
The standard lot sizes of 12 or 24 Wafers will apply.
<PAGE>
EXHIBIT L
1. Shortly prior to the conclusion of the first six (6) fiscal periods of
this Agreement ("Fiscal Half"), the Parties shall meet in order to
determine new prices for the second Fiscal Half. At the meeting the
Parties will review the manufacturing history during such part of the
first Fiscal Half, for which such information shall be available, in order
to determine the Facility's actual manufacturing cost base, which shall be
consistent with National's standard cost accounting practices in effect as
of the Effective Date (the "Reference Cost Base"). If the Reference Cost
Base, plus a [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] is less than the price applicable
for the first Fiscal Half, prices for the second Fiscal Half will be equal
to its Reference Cost Base, plus a [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]. Otherwise,
the prices will remain the same as during the first Fiscal Half.
The Reference Cost Base and second Fiscal Half prices will remain in
effect for the remaining term of this Agreement. Shortly prior to the conclusion
of the [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] period of this Agreement, and every
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] fiscal periods thereafter, the Parties shall meet in order
to determine National's actual manufacturing costs, which shall be consistent
with National's standard cost accounting practices in effect as of the Effective
Date, for the preceding Fiscal Half. If National's actual costs during the
previous Fiscal Half were lower than its Reference Cost Base, the Parties shall
calculate what Fairchild would have paid if such actual costs had been used in
originally setting the prices, rather than the Reference Cost Base. National
shall give Fairchild a credit equal to [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the savings
Fairchild would have relaxed of it had paid the recalculated prices. No monies
will be owing to or from Fairchild or to or from National if National's actual
costs during the preceding Fiscal Half were higher than the Reference Cost Base.
2. The prices for Wafers purchased during a National fiscal year in excess of
the Forecast Volumes will be negotiated by the Parties on a case by case
basis.
3. Pricing for any extension and/or ramp-down period beyond the first
thirty-nine (39) fiscal periods of this Agreement will be negotiated in
good faith by the Parties.
<PAGE>
EXHIBIT M
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] PERIOD FORECAST
Texas: Physical 6-inch starts
<TABLE>
<CAPTION>
-------------------------------- ------------------------------------------------------
1H 2H 1H 2H
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Family FY 97 FY 97 FY97 FY 98 FY 98 FY 98 FY 99 FY100
-------------------------------- ------------------------------------------------------
</TABLE>
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
EXHIBIT N
WAFER PRICING FOR FOUNDRY SERVICES
These prices, which reflect Wafers processed to commercial standards, shall be
in effect for the first six fiscal periods of this agreement:
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
NATIONAL ASSEMBLY SERVICES AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
THIS NATIONAL ASSEMBLY SERVICES AGREEMENT ("Agreement") is dated and made
effective this 11th day of March, 1997 (the "Effective Date") by and between
NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation, having its principal
place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 ("National") and FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware
corporation, having its principal place of business at 333 Western Avenue, South
Portland, Maine 04106 ("Fairchild"). National and/or Fairchild may be referred
to herein as a "Party" or the "Parties" as the case may require.
W I T N E S S E T H:
WHEREAS, the Parties have entered into a certain Asset Purchase Agreement
(hereinafter referred to as the "Purchase Agreement") under which Fairchild is
acquiring certain of the assets of National's Logic, Memory and Discrete Power
and Signal Technologies Business Units as historically conducted and accounted
for (including Flash Memory, but excluding Public Networks, Programmable
Products and Mil/Aero Logic Products) (the "Business"); and
WHEREAS, National owns and/or leases and operates assembly facilities in
Malacca, Malaysia and Singapore (the "Facilities"); and
WHEREAS, Fairchild has been having assembly, test and other back-end
services performed at the Facilities by National; and
WHEREAS, National and Fairchild desire to enter into an agreement under
which National will continue to provide certain services to Fairchild following
the closing of the transactions contemplated by the Purchase Agreement; and
WHEREAS, National and Fairchild recognize that the prices for assembly and
test services to be provided by National to Fairchild as set forth herein are
determined based on the collateral transactions and ongoing relationship between
the Parties as expressed in the Purchase Agreement, Revenue Side Letter between
National and Fairchild of even date herewith (the "Revenue Side Letter") and the
other Operating Agreements (as defined in Paragraph 8.2); and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the closing of the transactions contemplated by Purchase Agreement.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations
<PAGE>
hereinafter set forth, the Parties hereto, intending to be legally bound hereby,
do agree as follows:
1.0 DEFINITIONS
1.1 "Best Efforts" shall require that the obligated Party make a
diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require any
material expenditure of funds or the incurrence of any material
liability on the part of the obligated Party, which expenditure or
liability is unreasonable in light of the related objective, nor
does it require that the obligated Party act in a manner which would
otherwise be contrary to prudent business judgment or normal
commercial practices in order to accomplish the objective. The fact
that the objective is not actually accomplished is no indication
that the obligated Party did not in fact utilize its Best Efforts in
attempting to accomplish the objective.
1.2 "Confidential Information" shall have the meaning set forth in
Paragraph 15.1 below.
1.3 "Devices" shall mean Fairchild integrated circuits to be assembled
and/or tested by National hereunder.
1.4 "Die" shall mean the silicon die material, consigned by Fairchild to
National in wafer form, from which Devices are assembled.
1.5 "Effective Date" shall mean the date first set forth above.
1.6 "Facilities" shall mean the existing assembly facilities located at
Malacca, Malaysia and Singapore owned and/or leased and operated by
National.
1.7 "Fairchild" shall mean Fairchild Semiconductor Corporation and its
Subsidiaries.
1.8 "Mix" shall mean the allocation within a forecast by package type
and pin count.
1.9 "National" shall mean National Semiconductor Corporation and its
Subsidiaries.
1.10 "National Assured Capacity" shall mean the capacity of assembly
and/or test services that National agrees to supply Fairchild
pursuant to Section 6 below.
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1.11 "Specifications" shall mean Fairchild drawings, criteria and other
documented specifications in effect as of the Effective Date,
including, but not limited to, build procedures, buy-off criteria,
quality and reliability parameters, material specifications, marking
specifications, test settings, program specifications, load board
schematics, facilities and environmental SOP's, handling
requirements, lot and/or die traceability and processes for
manufacturing Devices.
1.12 "Subsidiary" shall mean any corporation, partnership, joint venture
or similar entity more than fifty percent (50%) owned or controlled
by a Party hereto, provided that any such entity shall no longer be
deemed a Subsidiary after such ownership or control ceases to exist.
2.0 SHIPPING AND BUILD ORDER REQUIREMENTS
2.1 National shall provide assembly and test services hereunder in
accordance with the Specifications. Such services shall be performed
at those Facilities at which they have historically been performed.
2.2 Fairchild will, at "No Charge", deliver and consign to National at
the Facilities its electrically probed wafers or wafers requiring
wafer probe. If supplied in wafer form, any reject die on said
wafers shall be ink marked or identified by Fairchild in a manner
acceptable for use with National's pattern recognition equipment.
Wafers and other materials shall be packed in accordance with the
Specifications.
2.3 National shall be responsible for forecasting and ordering lead
frames, bonding wire, molding compound and other raw materials
required for assembly in sufficient quantities and with sufficient
lead times to meet its obligations under the National Assured
Capacity. National shall also be responsible for maintenance and
replacement costs associated with manufacturing tools and equipment
(e.g., mold die, trim and form die, lead frame tooling), except for
lead frame tooling which is owned by and used exclusively for
Fairchild.
2.4 Fairchild shall supply an appropriate bonding diagram and test
program (if applicable) for each Device to be
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assembled per the Specifications.
2.5 National hereby agrees to verify the Die count and advise Fairchild
of any variance greater than one percent (1%).
2.6 Fairchild will provide National with a "Lot Traveler" in a format
identical to that in effect on the Effective Date and outlined in
Exhibit A hereto for the first six (6) months after the Effective
Date. After that period of time, National may utilize its own
Traveler, provided its form has previously been approved in writing
by Fairchild, which approval shall not be unreasonably withheld.
2.7 National shall provide Fairchild with the following manufacturing
data, in a format and pursuant to criteria and procedures agreed to
by the Parties, on a monthly basis:
(a) WIP from sealing through final assembly, including finished
goods;
(b) Test yield and wafer sort yield results (if applicable);
(c) Shipping activity (description, quantity, ship date);
(d) Acknowledgment of Fairchild Die shipments as well as such
other information which Fairchild may reasonably request from
time to time; and
(e) Cycle time (if requested by Fairchild).
2.8 National shall deliver completed lots to Fairchild, packaged in
accordance with the Specifications, with the assembly run card
enclosed for each assembly lot (kit). Future traceability for a lot
(kit) shall be based solely on the run card and shall be the
responsibility of Fairchild. The assembly run card shall show the
yield for each yield point in the assembly process. By mutual
agreement of the Parties, traceability may instead be software
based, so long as such records are accessible to both Parties.
2.9 All assembly and test services shall take place at the Facilities.
National shall not perform assembly or test services or transfer any
Fairchild- owned intellectual property or other Fairchild technical
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information outside of the Facilities or to any other site, unless
mutually agreed upon by both Parties.
3.0 PACKAGE/PROCESS CHANGES NOTIFICATION
3.1 If National proposes to make any change affecting the assembly
processes, materials and/or suppliers, to include, but not be
limited to, lead frame design, lead frame material, die attach
material, wire bond material, molding compound, lead plating process
or plating material, test programs or assembly procedures affecting
the Devices, National will notify Fairchild of the intended change
in accordance with National's change procedures then in effect. If
the proposed change is unacceptable to Fairchild, Fairchild and
National shall work together in efforts to resolve the problem. If
during the first thirty-nine (39) fiscal periods of this Agreement
the Parties are unable to resolve the problem, National shall not
make the proposed change. After the first 39 fiscal periods of this
Agreement, if the Parties are unable to resolve the problem,
National shall have the right to make such change upon the provision
of ninety (90) days prior written notice to Fairchild.
Notwithstanding the foregoing, however, National shall in no event
manufacture Devices other than in strict accordance with the
Specifications, or any amendments thereto, without the prior written
consent of Fairchild.
3.2 Fairchild shall provide at least fifteen (15) days prior written
notice to National of any proposed change in Die design, layout
modification, fabrication process, test programs or other changes
which may impact upon National's processing, handling or assembly of
Devices. National shall not be responsible for any assembly or test
loss incurred as a result of Fairchild's failure to provide timely
notification of such change.
3.3 Fairchild reserves the right to make changes to the Specifications
that reflect improvements, developments or other technically desired
changes in the Devices. Fairchild shall notify National of such
requested change orders and National shall respond within thirty
(30) working days regarding the feasibility, schedule and
anticipated costs of implementing such change orders. Once the
parties have agreed in writing to the engineering changes, schedule
and prices thereof, National shall promptly take all measures
required to
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incorporate such change orders into the Devices. National shall have
the right to renegotiate the price and/or its capacity commitments
hereunder if such changes will have an adverse effect on National's
assembly or test capacity.
4.0 DEVICE ACCEPTANCE/QUALIFICATION/RAMP UP
4.1 Should National agree to add new package types requested by
Fairchild, National shall utilize its Best Efforts to complete
qualification assembly of new package types as soon as possible,
including qualification lots. Fairchild shall reimburse National for
the full costs of equipment, tooling and one time start up costs
required to manufacture new packages that National will use
exclusively for Fairchild, otherwise such costs will be shared.
4.2 Fairchild shall be responsible for specifying and performing any
qualification testing deemed necessary.
4.3 National reserves the right to refuse assembly of any new Devices
which violate National internal design or processing requirements
that are introduced after the Effective Date.
4.4 National shall provide Fairchild with a preliminary ramp up
schedule, which may be subject to subsequent reduction by National
in the event unforeseen problems are encountered by National with
yields, process, capacity support, quality/reliability or other
product or process features. National shall immediately notify
Fairchild in writing of the necessity of any such reductions.
5.0 INSPECTION, ACCEPTANCE AND WARRANTY
5.1 For those Devices not tested by National, Fairchild shall conduct
incoming acceptance tests within ten (10) days after delivery at its
test facility. Upon completion of such tests, Fairchild shall
promptly report any shortage, damage or defective Devices in any
shipment. In the case of defective Devices found by Fairchild to
exceed applicable AQL and/or PPM Limits in effect as of the
Effective Date, or as subsequently agreed to in writing by the
Parties, Fairchild shall promptly ship samples of defective Devices
to National for verification. If such testing
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demonstrates that the shipment failed to meet the relevant
Specifications due to National workmanship and materials, Fairchild
may at its option either:
(a) deduct the defective Devices' purchase price from National's
invoice, in which event Fairchild shall, if requested by
National, return to National the damaged or defective Devices
at National's risk and expense; or
(b) return the damaged or defective Devices to National, at
National's risk and expense, for credit; or
(c) scrap the defective Devices at National's request for credit.
5.2 National warrants that the services provided to Fairchild hereunder
shall conform to all applicable Specifications for assembly and/or
test and shall be free from defects in material and National's
workmanship. Such warranty, however, shall not apply to the design
or operation of the Fairchild supplied Die incorporated in the
Devices. This warranty is limited to a period of one (1) year from
the date of delivery to Fairchild. If, during the one year period:
(i) National is notified promptly in writing upon discovery of any
such defect in any Device with a detailed description; and
(ii) Fairchild receives a return material authorization number from
National and returns such Device to the applicable Facility
at Fairchild's expense for inspection; and
(iii) National's examination reveals that the Device is indeed
defective and does not meet the applicable Specification or
is defective in materials or National's workmanship and such
problems are not caused by accident, abuse, misuse, neglect,
improper storage, handling, packaging or installation,
repair, alteration or improper testing or use by someone
other than National
then, within a reasonable time, National shall credit Fairchild for
such defective Device. National shall reimburse Fairchild for the
transportation charges paid by Fairchild in returning such defective
Devices
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to National. The performance of this warranty shall not act to
extend the one (1) year warranty period for any Device(s) repaired
or replaced beyond that period applicable to such Device(s) as
originally delivered.
5.3 THE FOREGOING WARRANTY CONSTITUTES NATIONAL'S EXCLUSIVE LIABILITY,
AND FAIRCHILD'S EXCLUSIVE REMEDY, FOR ANY BREACH OF WARRANTY.
NATIONAL MAKES AND FAIRCHILD RECEIVES NO WARRANTIES OR CONDITIONS ON
THE SERVICES PERFORMED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND NATIONAL SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.0 CAPACITY; VOLUME COMMITMENTS; PRODUCTION PLANNING
6.1 All planning herein will be done under National's accounting
calendar which currently divides its fiscal year into four (4) equal
fiscal quarters, each of which consists of three (3) fiscal periods.
The first two (2) periods of each quarter are of four (4) weeks in
duration and the third period is of (5) weeks duration.
6.2 Two (2) weeks prior to the end of each National fiscal period, or as
otherwise agreed by the Parties, Fairchild will provide to National
a baseline quantity of assembly starts set forth in terms of product
family, package and pin count, for the next eight (8) fiscal periods
(the "Capacity Request"). Fairchild's initial Capacity Request and
National's Assured Capacity response formats are set forth herein at
Exhibit B.
6.3 Each fiscal period, Fairchild may make changes to the Capacity
Request in accordance with the following table, provided that the
maximum Capacity Request for each package and pin count module does
not exceed Fairchild's share of each package and pin count module's
installed equipment capacity. Any changes outside those permitted
under the following table must be by mutual consent of the Parties.
Fiscal Periods in the
Capacity Request Permitted Changes
--------------------- -----------------
Period 1 Fixed
Period 2 +/-10%
Period 3 +/-20%
Period 4 +/-40%
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Period 5 +/-40%
Period 6 +/-40%
Period 7 +/-40%
Period 8 +/-40%
6.4 Fairchild's share of a package and pin count module's installed
equipment capacity will equal the previous National Assured Capacity
for that module, plus that percentage of any excess capacity
available in the package and pin count module equal to Fairchild's
percentage of the currently utilized capacity in said module.
Installed equipment capacity by package and pin count module is set
forth herein at Exhibit C.
6.5 One (1) work week after receipt of the Capacity Request, National
shall provide Fairchild with a response to such Capacity Request,
the "National Assured Capacity". The National Assured Capacity must
guarantee the amount requested in Fairchild's latest Capacity
Request, provided that any changes to Fairchild's latest Capacity
Request are within the limits of Paragraph 6.3. National shall
utilize its Best Efforts to comply with any requests by Fairchild
for capacity above those which are permitted under Paragraph 6.3. In
any case, National shall be obligated hereunder to provide Fairchild
with the assembly starts guaranteed in the National Assured Capacity
response. The initial National Assured Capacity response shall be
the last response provided prior to the Effective Date. Set forth
below are two examples of the foregoing:
Example #1 The new Capacity Request is less than the last National
Assured Capacity response.
Period A B C D E F G H
------ - - - - - - - -
Last Capacity Request 100 100 100 100 100 100 100 100
Last National Assured
Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 90 80 60 60 60 60 60
New National Assured
Capacity 100 90 80 60 60 60 60 60
Example #2 The new Capacity Request is greater than the last
National Assured Capacity response.
Period A B C D E F G H
------ - - - - - - - -
Last Capacity Request 100 100 100 100 100 100 100 100
Last National Assured
Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 110 120 140 140 140 140 140
New National Assured
Capacity 100 110 120 140 140 140 140 140
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<PAGE>
6.6 The timetable for the rolling eight fiscal period Capacity Request,
the National Assured Capacity response, purchase order release and
detailed Device level assembly starts request for the next fiscal
period are set forth in Exhibit D hereto.
7.0 PURCHASE ORDERS
7.1 All purchases and sales between National and Fairchild shall be
initiated by Fairchild's issuance of written purchase orders sent by
either first class mail or facsimile. By agreement of the Parties,
purchase orders may also be sent and acknowledged by electronic data
exchange or other mutually satisfactory system. Such "blanket"
purchase orders shall be issued once per fiscal quarter for assembly
starts three (3) fiscal periods in the future. They shall state the
product family, package and pin count, and shipping and invoicing
instructions. National shall accept purchase orders through a
written or electronic acknowledgment. Upon receipt of Fairchild's
detailed Device level assembly starts request for the next fiscal
period, National shall provide Fairchild with a Product delivery
schedule either on a weekly basis as assembly is started or for the
assembly starts for the entire fiscal period, as the Parties may
agree. The purchase orders may utilize the first three (3) fiscal
periods forecast in the eight period rolling forecast supplied
pursuant to Section 6, as the embodiment of the purchase order for
specifying the assembly starts by package and pin count.
7.2 In the event of any conflict between the terms and conditions of
this Agreement and either Party's purchase order, acknowledgment, or
similar forms, priority shall be determined as follows:
(a) typewritten or handwritten terms on the face of a written
purchase order, acknowledgment or similar document or in the
main body of an electronic equivalent which have been
specifically accepted in writing by the other Party's Program
Manager;
(b) the terms of this Agreement;
(c) preprinted terms incorporated in the purchase order,
acknowledgment or similar document.
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7.3 Consistent with standard practices of issuing specific Device level
details of part numbers to be assembled on a weekly or periodic
basis, Fairchild may unilaterally change the part number to be
manufactured, provided that National agrees that the change does not
negatively impact National's loadings and provided further that
there is no change in the package and pin count to be used. A change
that will negatively impact loading or alter the package and pin
count may only be directed upon National's written agreement, which
shall utilize its Best Efforts to comply with such requested change.
The specific part number detail shall be submitted by first class
mail or facsimile. By written agreement of the Parties, specific
part number detail may also be sent by electronic data exchange, or
other mutually satisfactory system.
7.4 Fairchild shall request delivery dates which are consistent with
National's reasonable lead times for each Device as indicated at the
time Fairchild's purchase order is placed. Notwithstanding the
foregoing, National shall utilize its Best Efforts to accommodate
requests by Fairchild for quick turnarounds or "hot lots", which
includes prototype lots. Hot lot cycle times shall be a fifty
percent (50%) reduction of standard cycle time with a $2,000 lot
charge.
7.5 National may manufacture lots of any size which satisfy the
requirements of effective manufacturing. However, Fairchild must
place orders for full flow and prototype Products in minimum lot
sizes of three thousand (3,000) Devices.
8.0 PRICING AND PAYMENT
8.1 Set forth herein at Exhibit F is the forecasted volume of assembly
services that Fairchild will purchase from National during the
initial thirty-nine (39) fiscal periods (the "Forecast Volumes").
The Forecast Volumes are for pricing purposes under this Section 8
only and may vary in magnitude and mix in practice, whereupon the
prices applicable to the revised magnitude and mix may also vary.
8.2 The Parties hereby acknowledge that the prices for
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assembly and test services to be provided by National to Fairchild
as set forth herein are determined based on the collateral
transactions and ongoing relationship between the Parties as
expressed in the Purchase Agreement, Revenue Side Letter and
corresponding Fairchild Foundry Services Agreement, Fairchild
Assembly Services Agreement and Mil/Aero Wafer and Services
Agreement, all of even date herewith between the Parties
(collectively, the "Operating Agreements"). Set forth in Exhibit F
hereto are the prices which Fairchild shall pay to National for
standard assembly and test services hereunder during the first six
(6) fiscal periods of this Agreement. The prices in Exhibit F for
fiscal periods 7 through 39 are for information purposes only and
are based on the Parties' best estimate of forecast volumes and
projected costs.
8.3 The methodology under which prices which Fairchild shall pay to
National for standard assembly and test services hereunder after the
first six (6) fiscal periods of this Agreement is set forth herein
at Exhibit K.
8.4 For purposes of Exhibit K, Fairchild, or any "Big 6" accounting firm
designated by Fairchild, shall have reasonable rights, not more than
twice per fiscal year, to audit the books and records of National
relevant to the pricing terms of this Agreement in order to come to
agreement with National with regard to National's actual
manufacturing costs.
8.5 Prices are quoted and shall be paid in U.S. Dollars. Such prices are
on an FOB ship point basis. Payment terms are net thirty (30) from
date of invoice. Miscellaneous services may be invoiced separately.
8.6 Fairchild shall pay, in addition to the prices quoted or invoiced,
the amount of any freight, insurance, special handling and duties.
Fairchild shall also pay all sales, use, excise or other similar tax
applicable to the sale of goods or provision of services covered by
this Agreement, or Fairchild shall supply National with an
appropriate tax exemption certificate.
8.7 Quoted prices are based on the use of standard National processes
and on the assumption that Fair-
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child's product is readily accommodated by National's
assembly/handling equipment and processes. Any changes that must be
made thereto shall result in additional charges to Fairchild that
are mutually agreed to by the Parties.
8.8 Unless otherwise noted, quoted prices for assembly shall include
packing, marking and testing in accordance with the Specifications
for Devices that are in production as of the Effective Date. For new
Devices added after the Effective Date, pricing will reflect
specifications and any special requirements for the Device, such as
multi-insertion testing.
8.9 Should yields below historical levels be directly attributable to
Die, materials, processes or documentation provided by Fairchild,
then Fairchild shall be charged for the full price of Devices begun
in assembly, including handling, incurred by National in processing
such units.
8.10 Should Fairchild terminate any order prior to process completion,
Fairchild shall be charged a prorated portion of the full price of
such Device, subject to a negotiated adjustment, based on the
process termination point, including handling incurred by National
in processing the total quantity started in assembly.
8.11 National may invoice Fairchild for complete or partial lots (kits).
8.12 Fairchild shall in no event be required to pay prices in excess of
those charged by National for other third party customers, for
substantially similar services sold on substantially similar terms
(e.g., volume, payment terms, manufacturing criteria, contractual
commitments vs. spot buys, etc.). In the event National desires to
perform services for other third party customers at such lower
prices, National shall immediately notify Fairchild and Fairchild
shall begin receiving the benefit of such lower price at the same
time as such other third party customer. This Paragraph 8.12 shall
not apply to the prices to be paid by Fairchild hereunder for the
first twelve (12) fiscal periods of this Agreement, or if Fairchild
fails to honor its fixed commitments under Section 6 and to the
extent that such sales by National to third party customers are
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only made in an attempt to make up for any underutilization of
capacity thereby caused by Fairchild.
8.13 For assembly and test services not reflected in Exhibit F, terms
shall be on an individual purchase order basis at prices to be
negotiated by the Parties using a methodology based on that set
forth in Exhibit K.
9.0 DELIVERY; RESCHEDULING AND CANCELLATION
9.1 National shall make reasonable and diligent efforts to deliver
assembled and/or tested Devices on the delivery dates published to
Fairchild. Any shipment made within +/- 3 days of the shipment
date(s) published to Fairchild shall constitute timely shipment.
9.2 All Devices delivered pursuant to the terms of this Agreement shall
be suitably packed for shipment in Fairchild's specified containers,
marked for shipment to Fairchild's address set forth in the
applicable purchase order and delivered to a carrier or forwarding
agent chosen by Fairchild. National shall not be responsible for
delays in shipment resulting from Fairchild's failure to supply
National with an adequate supply of Fairchild's specified
containers. Should Fairchild fail to designate a carrier, forwarding
agent or type of conveyance, National shall make such designation in
conformance with its standard shipping practices. Shipment will be
F.O.B. shipping point, at which time risk of loss and title shall
pass to Fairchild. Shipments will be subject to incoming inspection
as set forth in Paragraph 5.1 above.
9.3 Fairchild may, with National's prior written consent, reschedule
delivery of any order of assembled and/or tested Devices once each
fiscal period.
9.4 Subject to the provisions of Section 6 hereof, Fairchild may cancel
any purchase order at least two (2) weeks prior to the commencement
of work by National without charge, provided that Fairchild
reimburses National for the cost of any unique raw materials
purchased after such purchase order has been placed, and provided
further that National had provided Fairchild with a listing of
materials it
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considers unique.
10.0 QUALITY AND YIELD PROGRAMS
10.1 National shall maintain continuous cost, quality and yield
enhancement programs throughout the term of this Agreement.
10.2 National shall support Fairchild quality programs and shall supply
to Fairchild reports and/or manufacturing data in standard National
format that are in effect and which are required as of the Effective
Date.
10.3 National hereby warrants that the Facilities currently are, and will
remain throughout the term of this Agreement, ISO9000 certified.
11.0 ON-SITE INSPECTION AND INFORMATION
11.1 National shall allow Fairchild and/or Fairchild's customers to visit
and evaluate the Facilities during normal business hours as part of
established source inspection programs, it being understood and
agreed between Fairchild and National that Fairchild must obtain the
concurrence of National for the scheduling of all such visits, which
such concurrence shall not be unreasonably withheld. It is
anticipated that these visits will occur not more than once per
quarter, on average.
11.2 Upon Fairchild's written request, National will provide Fairchild
with process control information, to include but not be limited to:
SPC, yield and other detailed assembly and test quality and
reliability data and associated analyses required to support
Fairchild and Fairchild's customers' quality and reliability
programs. Except for exigent circumstances, such requests shall not
be made more than twice per year for a given category of
information.
11.3 Upon Fairchild's request and National's agreement which shall not be
unreasonably withheld, National shall provide Fairchild engineers
with access to the Facilities to the extent necessary to perform
yield improvement and product management updates relevant to this
Agreement. Fairchild's engineers
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will comply with all applicable National regulations in force at the
Facilities and Fairchild hereby agrees to hold National harmless for
any damages or liability caused by any such Fairchild engineer,
which are attributable to:
(i) the negligence or willful malfeasance of such engineer, and
(ii) any failure to comply with National's regulations in force at
the Facilities or with applicable law.
12.0 REPORTS AND COMMUNICATIONS
12.1 Each Party hereby appoints a Program Manager whose responsibilities
shall include acting as a focal point for the technical and
commercial discussions between them related to the subject matter of
this Agreement, to include monitoring within his or her respective
company the distribution of Confidential Information received from
the other Party and assisting in the prevention of the unauthorized
disclosure of Confidential Information within the company and to
third parties. The Program Managers shall also be responsible for
maintaining pertinent records and arranging such conferences,
visits, reports and other communications as are necessary to fulfill
the terms and conditions of this Agreement. The names, addresses and
telephone numbers of the Program Managers will be communicated
between the Parties from time to time.
13.0 EXPORT CONTROL
13.1 The Parties acknowledge that each must comply with all rules and
laws of the United States government relating to restrictions on
export. Each Party agrees to use its Best Efforts to obtain any
export licenses, letters of assurance or other documents necessary
with respect to this Agreement.
13.2 Each Party agrees to comply fully with United States export laws and
regulations, assuring the other Party that, unless prior
authorization is obtained from the competent United States
government agency, the receiving Party does not intend and shall not
knowingly export or re-export, di-
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rectly or indirectly, any wafers, Die, Devices, technology or
technical information received hereunder, that would be in
contravention of any laws and regulations published by any United
States government agency.
14.0 TERM AND TERMINATION
14.1 The term of this Agreement shall be thirty-nine (39) fiscal periods
from the Effective Date; provided, however that the Parties shall
not less than eight (8) fiscal periods prior to the end of such
thirty-ninth (39th) fiscal period determine in good faith a
ramp-down schedule of production so as to minimize disruption to
both Parties. If the Parties are unable to agree on the terms
governing a ramp-down, Fairchild shall be allowed to reduce its
purchase commitment by not more than twenty percent (20%) per fiscal
quarter, starting one fiscal quarter after the initial thirty-nine
(39) fiscal period term of this Agreement. Fairchild will provide
National with not less than ninety (90) days prior written notice of
any such reduction.
14.2 This Agreement may be terminated, in whole or in part, by one Party
sending a written notice to the other Party of its election to
terminate, which notice specifies the reason for the termination,
upon the happening of any one or more of the following events:
(a) the other Party is the subject of a petition filed in a
bankruptcy court of competent jurisdiction, whether voluntary
or involuntary, which petition in the event of an involuntary
petition is not dismissed within sixty (60) days; if a
receiver or trustee is appointed for all or a substantial
portion of the assets of the other Party; or if the other
Party makes an assignment for the benefit of its creditors; or
(b) the other Party fails to perform substantially any material
covenant or obligation, or breaches any material
representation or warranty provided for herein; provided,
however, that no right of termination shall arise hereunder
until sixty (60) days after receipt of written notice by the
Party who has failed to
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perform from the other Party, specifying the failure of
performance, and said failure having not been remedied or
cured during said sixty (60) day period.
14.3 Upon termination of this Agreement, all rights granted hereunder
shall immediately terminate and each Party shall return to the other
Party any property belonging to the other Party which is in its
possession, except that National may continue to retain and use any
rights or property belonging to Fairchild solely for the period
necessary for it to finish manufacturing the currently forecasted
National Assured Capacity and/or complete any production ramp-down
activity. Nothing in this Section 14 is intended to relieve either
Party of any liability for any payment or other obligations existing
at the time of termination.
14.4 The provisions of Sections 13, 15 and Paragraphs 5.2, 5.3, 16.5 and
16.8 shall survive the termination of this Agreement for any reason.
15.0 CONFIDENTIALITY
15.1 For purposes of this Agreement, "Confidential Information" shall
mean all proprietary information, including Fairchild and/or
National trade secrets relating to the subject matter of this
Agreement disclosed by one of the Parties to the other Party in
written and/or graphic form and originally designated in writing by
the disclosing Party as Confidential Information or by words of
similar import, or, if disclosed orally, summarized and confirmed in
writing by the disclosing Party within thirty (30) days after said
oral disclosure, that the orally disclosed information is
Confidential Information.
15.2 Except as may otherwise be provided in the Technology Licensing and
Transfer Agreement between the Parties of even date herewith, each
Party agrees that it will not use in any way for its own account, or
for the account of any third party, nor disclose to any third party
except pursuant to this Agreement, any Confidential Information
revealed to it by the other Party. Each Party shall take every
reasonable precaution to protect the confidentiality of said
information. Each Party shall use the
-18-
<PAGE>
same standard of care in protecting the Confidential Information of
the other Party as it normally uses in protecting its own trade
secrets and proprietary information.
15.3 Notwithstanding any other provision of this Agreement, no
information received by a Party hereunder shall be Confidential
Information if said information is or becomes:
(a) published or otherwise made available to the public other than
by a breach of this Agreement;
(b) furnished to a Party by a third party without restriction on
its dissemination;
(c) approved for release in writing by the Party designating said
information as Confidential Information;
(d) known to, or independently developed by, the Party receiving
Confidential Information hereunder without reference to or use
of said Confidential Information; or
(e) disclosed to a third party by the Party transferring said
information hereunder without restricting its subsequent
disclosure and use by said third party.
15.4 In the event that either Party either determines on the advice of
its counsel that it is required to disclose any information pursuant
to applicable law or receives any demand under lawful process to
disclose or provide information of the other Party that is subject
to the confidentiality provisions hereof, such Party shall notify
the other Party prior to disclosing and providing such information
and shall cooperate at the expense of the requesting Party in
seeking any reasonable protective arrangements requested by such
other Party. Subject to the foregoing, the Party that receives such
request may thereafter disclose or provide information to the extent
required by such law (as so advised by counsel) or by lawful
process.
16.0 GENERAL
-19-
<PAGE>
16.1 AMENDMENT: This Agreement may be modified only by a written document
signed by duly authorized representatives of the Parties.
16.2 FORCE MAJEURE: A Party shall not be liable for a failure or delay in
the performance of any of its obligations under this Agreement where
such failure or delay is the result of fire, flood, or other natural
disaster, act of God, war, embargo, riot, labor dispute,
unavailability of raw materials or utilities (provided that such
unavailability is not caused by the actions or inactions of the
Party claiming force majeure), or the intervention of any government
authority, providing that the Party failing in or delaying its
performance immediately notifies the other Party of its inability to
perform and states the reason for such inability.
16.3 ASSIGNMENT: This Agreement may not be assigned by any Party hereto
without the written consent of the other Party; provided that
Fairchild may assign its rights but not its obligations hereunder as
collateral security to any bona fide financial institution engaged
in acquisition financing in the ordinary course providing financing
to consummate the transactions contemplated by the Purchase
Agreement or any bona fide financial institution engaged in
acquisition financing in the ordinary course through whom such
financing is refunded, replaced, or refinanced and any of the
foregoing financial institutions may assign such rights in
connection with a sale of Fairchild or the Business in the form then
being conducted by Fairchild substantially as an entirety. Subject
to the foregoing, all of the terms and provisions of this Agreement
shall be binding upon, and inure to the benefit of, and shall be
enforceable by, the respective successors and assigns of the Parties
hereto.
16.4 COUNTERPARTS: This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and
all of which together shall constitute but one and the same
instrument.
16.5 CHOICE OF LAW: This Agreement, and the rights and obligations of the
Parties hereto, shall be interpreted and governed in accordance with
the laws of the State of California, without giving effect to its
conflicts of law provisions.
-20-
<PAGE>
16.6 WAIVER: Should either of the Parties fail to exercise or enforce any
provision of this Agreement, such failure shall not be construed as
constituting a waiver or a continuing waiver of its rights to
enforce such provision or right or any other provision or right.
Should either of the Parties waive any provision or right under this
Agreement, such waiver shall not be construed as constituting a
waiver of any other provision or right.
16.7 SEVERABILITY: If any provision of this Agreement or the application
thereof to any situation or circumstance shall be invalid or
unenforceable, the remainder of this Agreement shall not be
affected, and each remaining provision shall be valid and
enforceable to the fullest extent.
16.8 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
RESULTING FROM THE OTHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM
UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE, OR USE OF ANY
GOODS OR SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF
WHETHER THE NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR NOT.
16.9 EFFECT OF HEADINGS: The headings and sub-headings contained herein
are for information purposes only and shall have no effect upon the
intended purpose or interpretation of the provisions of this
Agreement.
16.10 INTEGRATION: The agreement of the Parties, which is composed of this
Agreement and the Exhibits hereto and the documents referred to
herein, constitutes the entire agreement and understanding between
the Parties with respect to the subject matter of this Agreement and
integrates all prior discussions and proposals (whether oral or
written) between them related to the subject matter hereof.
16.11 PUBLIC ANNOUNCEMENT: Prior to the closing of the transactions
contemplated under the Purchase Agreement, neither Fairchild nor
National shall, without the approval of the other Party hereto, make
any press release or other public announcement concerning the terms
of the transactions contemplated by
-21-
<PAGE>
this Agreement, except as and to the extent that any such Party
shall be so obligated by law, in which case the Party shall use its
Best Efforts to advise the other Party thereof and the Parties shall
use their Best Efforts to cause a mutually agreeable release or
announcement to be issued; provided that the foregoing shall not
preclude communications or disclosures necessary to (a) implement
the provisions of this Agreement or (b) comply with accounting,
securities laws and Securities and Exchange Commission disclosure
obligations. Fairchild shall provide National with a reasonable
opportunity to review and comment on any references to National made
by Fairchild (and shall not include any such references to National
without the written consent of National, which consent shall not be
unreasonably withheld or delayed) in any written materials that are
intended to be filed with the Securities and Exchange Commission in
connection with obtaining financing required to effect the
transactions contemplated in connection with the Purchase Agreement
or intended to be distributed to prospective purchasers pursuant to
an offering made under Rule 144A promulgated under the Securities
Act of 1933 in connection with obtaining such financing.
16.12 NO PARTNERSHIP OR AGENCY CREATED: Nothing contained herein or done
pursuant to this Agreement shall constitute the Parties as entering
upon a joint venture or partnership, or shall constitute either
Party the agent for the other Party for any purpose or in any sense
whatsoever.
16.13 BINDING EFFECT: This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of the
Parties hereto and to their respective successors and assigns.
16.14 NOTICES: All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in
writing and shall be deemed to have been duly given when received if
personally delivered; when transmitted if transmitted by telecopy,
electronic or digital transmission method; the day after it is sent,
if sent for next day delivery to a domestic address by a recognized
overnight delivery service (e.g., Federal Express); and upon
receipt, if sent by certified or registered mail, return receipt
requested. In each case
-22-
<PAGE>
notice shall be sent to:
National: National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
M/S 16-135
Santa Clara, CA 95052-8090
Attn: General Counsel
FAX: (408) 733-0293
-23-
<PAGE>
Fairchild: Fairchild Semiconductor Corporation
M/S 01-00 (General Counsel)
333 Western Avenue
South Portland, ME 04106
FAX: (207) 761-6020
or to such other place as such Party may designate as to itself by
written notice to the other Party.
IN WITNESS WHEREOF, the Parties have had this Agreement executed by their
respective duly authorized officers on the day and date first written above. The
persons signing warrant that they are duly authorized to sign for and on behalf
of the respective Parties.
FAIRCHILD SEMICONDUCTOR CORPORATION
By: /s/ Joseph R. Martin
--------------------------------
Title: Executive Vice President, CFO
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ John M. Clark III
--------------------------------
Title: Senior Vice President
-24-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT B
- ------------------------------------------------------------------------------------------------------------------------------------
CAPACITY REQUEST AND RESPONSE FORMAT
- ------------------------------------------------------------------------------------------------------------------------------------
FYXX FYXX FYXX FYXX FYXX FYXX FYXX FYXX
- ------------------------------------------------------------------------------------------------------------------------------------
STOCK S PROD ASY TLO MINIMUM PER PER PER PER PER PER PER PER
- ------------------------------------------------------------------------------------------------------------------------------------
NO TYP BF MFLO GROUP LEAD LO PC CUST MISC STOCK 1 2 3 4 5 6 7 8
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
065959 F SO SO14W 0202DL12 NMSOW014 EM
- ------------------------------------------------------------------------------------------------------------------------------------
065917 F SO SO16W 0202DL12 NMSOW016 EM
- ------------------------------------------------------------------------------------------------------------------------------------
065917 F SO SO16W 0202DL13 NMSOW016 EM
- ------------------------------------------------------------------------------------------------------------------------------------
023077 F SO SO08N 0202FL02 NMSON008 EM
- ------------------------------------------------------------------------------------------------------------------------------------
024625 F SO SO08N 0202FL04 NMSON008 EM
- ------------------------------------------------------------------------------------------------------------------------------------
065917 F SO SO16W 0202FL06 NMSOW016 EM
- ------------------------------------------------------------------------------------------------------------------------------------
001202 F F30 IDF 0202DL13 NMDIPO24 SG
- ------------------------------------------------------------------------------------------------------------------------------------
001195 F F30 IDF 0202DL13 NMDIP024 SG
- ------------------------------------------------------------------------------------------------------------------------------------
021948 F AGG SD300 0202FL04 JCDIP02S SG
- ------------------------------------------------------------------------------------------------------------------------------------
065885 F PCC PCC28 0202FL04 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
065889 F PCC PCC28 0202FL04 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
027408 F PCC PCC28 0202FL04 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
001195 F F30 IDF 0202FL06 NMDIP024 SG
- ------------------------------------------------------------------------------------------------------------------------------------
065771 F PCC PCC20 0202FL06 NMPCC020 SGG
- ------------------------------------------------------------------------------------------------------------------------------------
065889 F PCC PCC28 0202FL06 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
065889 F PCC PC28 0202FL07 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
001195 F F30 IDF 0202FL14 NMDIP024 SG
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT C
TOTAL NS MALACCA CAPACITY
--------------------
Workdays
---------------------------------------
--------- in K units STS 288.6 288.6
Lead Type Daily RunRate --------------------
FY98 FY99
- ---------------------------------------------------------------------------
Assembly Molded Dip 8 703.1 202915 202915
- ---------------------------------------------------------------------------
14/6e 413.5 119336 119336
---------------------------------------------------
14ss 30 8658 8658
---------------------------------------------------
16ss 12.9 3723 3723
---------------------------------------------------
16P6 17.1 4935 4935
---------------------------------------------------
11/22 11.5 3319 3319
---------------------------------------------------
28 139.6 40289 40289
---------------------------------------------------
1328 383174 383174
---------------------------------------------------
- ---------------------------------------------------------------------------
Assembly JEDEC 8N 1692 488311 488311
- --------- SOIC ---------------------------------------------------
14N 548.6 158326 158326
---------------------------------------------------------------
14W 32.7 9437 9437
---------------------------------------------------
16W 51 14719 14719
---------------------------------------------------
20W 48.3 13939 13939
---------------------------------------------------
24W 28.2 8139 8139
---------------------------------------------------
2401 392871 692871
---------------------------------------------------
- ---------------------------------------------------------------------------
Assembly TO220 3 384.2 110880 110880
- ---------------------------------------------------------------------------
5 187.7 54170 54170
---------------------------------------------------
7 20.6 5945 5945
---------------------------------------------------
11 72.7 20981 20981
- ---------------------------------------------------------------------------
Assembly TO263 3/5 27.6 7965 7965
- ---------------------------------------------------------------------------
7/9 12.7 3665 3665
---------------------------------------------------
15 25.0 7215 7215
---------------------------------------------------
731 210822 210822
---------------------------------------------------
- ---------------------------------------------------------------------------
Assembly HYBRID 11 8.4 2424 2424
- --------- T0220 ---------------------------------------------------
12 8.8 2540 2540
---------------------------------------------------------------
17 4964 4964
-----------------------------------
- ---------------------------------------------------------------------------
Assembly ISOLATED 11/15 16.9 4877 4877
TO220 ---------------------------------------------------
---------
- ---------------------------------------------------------------------------
Assembly IPS 24 10.0 2886 2886
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Assembly SOT23 5 238.8 68918 68918
- ---------------------------------------------------------------------------
-2-
<PAGE>
NSSG FACILITY CAPACITY
DAILY
PLCC RUNRATE FY98 FY99
---- ------- ---- ----
20L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
28L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
44L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
52L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
68L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
84L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
MDIP
----
24L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
28L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
40L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
48L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
-3-
<PAGE>
NOTE: VOLUMES INDICATED ARE IN K UNITS
-4-
<PAGE>
Section 6 Schedule 'D'
Proposed Scheduling Table
FORECAST TIMETABLE
Period 12 Period 1 Period 2 Period 3
1 2 3 4 5 1 2 3 4 1 2 3 4 1 2 3 4 5
1
2 ZA A A ZA
3
4
5 R Y R Y R Y R Y
R = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
Y = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
Z = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
A = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
-5-
<PAGE>
<TABLE>
<CAPTION>
Foundry "Flip" Agreement
Logic Demand on NSC
ACT ACT FC
Q197 Q297 Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400 FY98 FY99 FY00
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Fab Starts TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
W cost + TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
markup
Revenue TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
K$
Assembly
Volume (K u) EM NMSON08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SG JC DIP02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD (per K EM NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
NMSOW14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD+Markup EM NMSON [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSO16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD per K SG JC DIP 02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy) MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD&Markup SG JC DIP 02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Total
Revenue K$
TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
EM NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(97% NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
yld)
NMSOW 16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SG JC DIP 02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(97% MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
yld)
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Total [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Revenue
Total Cost [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Foundry "Flip" Agreement
Memory Demand on NSC
Exhibit F
ACT ACT FC
Q197 Q297 Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400 FY98 FY99 FY00
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C>
TE
Starts(K) CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Wafer Cost CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Cost & Markup CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Revenue CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Cost CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
EM
Starts(K) NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD (assy) NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD & Markup NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Revenue NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Cost NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SG
Starts PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
CLD PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
test
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
CLD & Markup PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
Revenue PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Cost PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
Total Revenue K $ [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Total Cost [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
</TABLE>
-9-
<PAGE>
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
-10-
<PAGE>
MIL/AERO WAFER AND SERVICES AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
THIS MIL/AERO WAFER AND SERVICES AGREEMENT ("Agreement") is dated and made
effective this 11th day of March, 1997 (the "Effective Date") by and between
NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation, having its principal
place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 ("National") and [FAIRCHILD SEMICONDUCTOR CORPORATION], a Delaware
corporation, having its principal place of business at 333 Western Avenue, South
Portland, Maine 04106 ("Fairchild"). National and/or Fairchild may be referred
to herein as a "Party" or the "Parties" as the case may require.
W I T N E S S E T H:
WHEREAS, the Parties have entered into a certain Asset Purchase Agreement
(hereinafter referred to as the "Purchase Agreement") under which Fairchild is
acquiring certain of the assets of National's Logic, Memory and Discrete Power
and Signal Technologies Business Units as historically conducted and accounted
for (including Flash Memory, but excluding Public Networks, Programmable
Products and Mil/Aero Logic Products) (the "Business"); and
WHEREAS, pursuant to the transactions contemplated in the Purchase
Agreement, Fairchild is acquiring National's manufacturing facilities in South
Portland, Maine (excluding the eight-inch fab and related facilities); West
Jordan, Utah; Penang, Malaysia; and Cebu, the Philippines; and
WHEREAS, after the closing of the transactions contemplated by the
Purchase Agreement Fairchild will own and operate the Facilities; and
WHEREAS, National, using proprietary processes, has been manufacturing
silicon wafers containing certain integrated circuits intended for use in
Mil/Aero products at the Facilities and performing associated services; and
WHEREAS, National is conveying to Fairchild certain intellectual property
rights pursuant to the Technology Licensing and Transfer Agreement between
National and Fairchild, of even date herewith; and
WHEREAS, National and Fairchild desire to enter into an agreement under
which Fairchild will continue to provide certain manufacturing services and
Fairchild Products to National following the closing of the transactions
contemplated by the Purchase Agreement; and
<PAGE>
WHEREAS, National and Fairchild recognize that the prices National shall
pay to Fairchild for Products manufactured pursuant to this Agreement are
determined based on the collateral transactions and ongoing relationship between
the Parties as expressed in the Purchase Agreement, Revenue Side Letter of even
date herewith (the "Revenue Side Letter") and other Operating Agreements (as
defined in Paragraph 9.1); and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the closing of the transactions contemplated by the Purchase
Agreement.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations hereinafter set forth, the
Parties hereto, intending to be legally bound hereby, do agree as follows:
1.0 DEFINITIONS
1.1 "Acceptance Criteria" shall mean the electrical parameter
testing, process control monitor ("PCM") and other inspections
for each Product and/or Process as set forth in Exhibit F hereto,
all of which are to be performed by Fairchild prior to shipment
of Wafers hereunder.
1.2 "Best Efforts" shall require that the obligated Party make a
diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require
any material expenditure of funds or the incurrence of any
material liability on the part of the obligated Party, which
expenditure or liability is unreasonable in light of the related
objective, nor does it require that the obligated Party act in a
manner which would otherwise be contrary to prudent business
judgment or normal commercial practices in order to accomplish
the objective. The fact that the objective is not actually
accomplished is no indication that the obligated Party did not in
fact utilize its Best Efforts in attempting to accomplish the
objective.
1.3 "Confidential Information" shall have the meaning set forth in
Paragraph 19.1 below.
1.4 "Effective Date" shall mean the date first set forth above.
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1.5 "Equivalent Wafers" for Wafers manufactured at the South
Portland, Maine six-inch fab shall mean the actual number of
Wafers in a given Process multiplied by the process complexity
factor for that Process, as set forth in Exhibit A hereto; and
for Wafers manufactured in a four or five-inch fab, Equivalent
Wafers shall mean the number of six inch equivalent Wafers.
1.6 "Facilities" shall mean the existing wafer fabrication facilities
located at South Portland, Maine (excluding the eight inch
fabrication facility of which National is retaining ownership)
and West Jordan, Utah transferred to Fairchild from National
pursuant to the Purchase Agreement.
1.7 "Fairchild" shall mean Fairchild Semiconductor Corporation and
its Subsidiaries.
1.8 "Fairchild Assured Capacity" shall mean the capacity that
Fairchild agrees to supply National pursuant to Section 7 below.
1.9 "Masks" shall mean the masks and reticle sets, including the mask
holders and ASM pods, for the Products and Wafers used to
manufacture Products hereunder.
1.10 "Mil/Aero Business" shall mean the development, manufacture,
marketing and sale of integrated circuits that: (i) conform to
government drawings and qualifications, including but not limited
to JAN, SMD, QML, RHA, 883; or (ii) standard products in military
temperature grade (-55(Degree)C to 125(Degree)C) designated as
5400 series or ceramic packaged DM series.
1.11 "National" shall mean National Semiconductor Corporation and
its Subsidiaries.
1.12 "Processes" shall mean those wafer manufacturing processes and
associated unit processes to be used in the fabrication of Wafers
hereunder which are set forth in Exhibit A hereto, as such
processes shall be modified from time to time as agreed in
writing by the Parties.
1.13 "Products" shall mean National's Mil/Aero integrated circuit
products which will be manufactured by
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Fairchild in wafer form for National hereunder and which are
identified by National's part numbers listed in Exhibit B hereto,
which exhibit may be amended from time to time as the parties may
agree.
1.14 "Quality and Reliability Criteria" shall mean National's
manufacturing process quality and reliability specifications, as
set forth in the revision of National Specification CP0008 which
is in effect as of the Effective Date, and which are to be
followed by Fairchild in manufacturing Wafers hereunder.
1.15 "Specifications" shall mean the technical specifications (such as
Mask ID, Process Flow and Sort Test) as listed in Exhibit B for
each of the Products as provided in this Agreement.
1.16 "Subsidiary" shall mean any corporation, partnership, joint
venture or similar entity more than fifty percent (50%) owned or
controlled by a Party hereto, provided that any such entity shall
no longer be deemed a Subsidiary after such ownership or control
ceases to exist.
1.17 "Technology Licensing and Transfer Agreement" shall mean the
agreement of even date herewith between the Parties, under which
National is licensing and transferring certain intellectual
property rights to Fairchild.
1.18 "Wafers" shall mean four-inch (4"), five-inch (5") and/or
six-inch (6") silicon wafers for any of the Products to be
manufactured by Fairchild hereunder.
1.19 "Wafer Module" shall mean the Fairchild four-inch (4"), five-inch
(5"), and six-inch (6") wafer fabrication units in South
Portland, Maine and the six-inch (6") wafer fabrication unit in
West Jordan, Utah.
2.0 INTELLECTUAL PROPERTY; EXCLUSIVITY
2.1 Except as may be set forth in Section 10 hereof, the provisions
of the Technology Licensing and Transfer Agreement will govern
all issues related to the respective intellectual property rights
of the Parties hereunder, to include but not be limited to, use
rights, ownership rights and indemnification
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obligations.
2.2 All manufacturing of Wafers shall take place at the Facilities.
Fairchild shall not manufacture Wafers or transfer any National
owned intellectual property or other National technical
information outside of the Facility or to any other site, other
than as may be permitted under the Technology Licensing and
Transfer Agreement.
2.3 For seven (7) years from the Effective Date or for the term of
this Agreement including any subsequent ramp-down period provided
under Paragraph 17.1 and Last-Time-Buy periods provided under
Paragraph 6.1, whichever is longer, Fairchild will not enter the
Mil/Aero Business.
2.4 National will have exclusive rights to value-added die and wafer
sales, as listed in Exhibit B hereto, for one (1) year from the
Effective Date with the exception of (i) wafer sales made to
Fairchild alternate sourcing partners; and (ii) any other die and
wafer sales assigned to Fairchild as of the Effective Date.
2.5 Fairchild will supply National with Wafers for use in Mil/Aero
integrated circuits and Mil/Aero value-added die and wafer sales,
and associated services hereunder, on an exclusive basis for the
term of this Agreement, including any subsequent ramp-down period
provided under Paragraph 17.1 and Last-Time-Buy periods provided
under Paragraph 6.1. Fairchild will not knowingly supply Wafers
for use in Mil/Aero integrated circuits or value-added die or
wafer sales (except as part of a Fairchild alternate sourcing
agreement) to any other external customer for five (5) years from
the Effective Date or for the term of this Agreement including
any subsequent ramp-down period provided under Paragraph 17.1 and
Last-Time-Buy periods provided under Paragraph 6.1, whichever is
longer.
2.6 For the term of this Agreement, including any subsequent
ramp-down period provided in Paragraph 17.1 and Last-Time-Buy
periods provided under Paragraph 6.1, whichever is longer,
National shall not knowingly supply Fairchild die or Fairchild
Wafers to any customer that competes with Fairchild by packaging
die or Wafers for resale to the merchant market or to individual
customers as direct replacements for
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Fairchild standard products.
3.0 PROCESSES
3.1 Exhibit A lists the Processes which Fairchild shall use in
manufacturing Wafers hereunder for National. Exhibit A may be
amended from time to time by mutual agreement in writing of the
Parties, as new processes are developed and older Processes
become obsolete.
3.2 After qualification is successfully completed for any Product to
be manufactured under this Agreement, if Fairchild desires to
make material Process changes affecting form, fit or function,
Fairchild will notify National of the intended change in
accordance with Fairchild's process change procedures then in
effect. If the proposed changes are unacceptable to National,
National and Fairchild shall work together in efforts to resolve
the problem and qualify the changed Process for making Wafers. If
the Parties are unable to resolve the problem, Fairchild shall
have the right to make such Process changes upon the provision of
twelve (12) fiscal periods prior written notice to National.
Subsequent to Fairchild's notice of Process change, Fairchild
will make provisions with National for Last Time Buys, and commit
to ship all Wafers requested in such last Time Buys as the
Parties may negotiate.
3.3 Should Fairchild elect to discontinue a Process, it must give
National written notice of no less than twelve (12) fiscal
periods prior to the date it intends to discontinue any Process
or its future amended form. Subsequent to Fairchild's notice of
Process discontinuance, Fairchild will make provisions with
National for Last Time Buys, and commit to ship all Wafers
requested in such Last Time Buys as the Parties may negotiate.
4.0 SET UP AND QUALIFICATION OF NEW PRODUCTS
4.1 With Fairchild's written approval, which approval shall not be
unreasonably withheld, National will be allowed to develop, at
its own expense, Mil/Aero versions of Fairchild products,
including derivatives of and improvements to existing products.
4.2 For each new Product that National proposes to have
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Fairchild manufacture, National will provide to Fairchild in
advance the Specifications and design layout of the Product for
review and comment by Fairchild. The Parties will also agree on
the Acceptance Criteria, including electrical test parameters,
and Quality and Reliability Criteria for the prototype Wafers to
be manufactured for the new Product during the qualification
process.
4.3 An initial data base for Mask generation or pattern generation,
or acceptable production Masks will be provided by National to
Fairchild, per Fairchild specifications, at National's expense,
for each new Product to be fabricated for National, if required.
In the alternative, National may provide Fairchild with prime die
design data and Fairchild will provide the frame and fracture
services and procure the Mask set at National's expense. After
receipt of the initial data base, or pattern generation tape, or
master or sub-master Mask set, additional and/or replacement Mask
sets shall be the responsibility and expense of Fairchild. All
such data bases, pattern generation tapes and Mask sets shall be
the property of National, regardless of whether they were
initially supplied by National or replaced by Fairchild, for Mask
works developed by National.
4.4 As soon as practical following agreement on the items in
Paragraph 4.2 above, and following receipt of a written purchase
order from National, Fairchild will begin manufacture of twelve
(12) prototype Wafers for such Product as is specified in the
purchase order. Fairchild will perform the electrical testing
specified in the initial Acceptance Criteria and supply the test
data to National with the prototype Wafers. Fairchild's
obligation shall be limited to providing Wafers that meet the
applicable PCM specifications and the associated test data.
National will promptly inspect the prototype Wafers and notify
Fairchild in writing of the results. If the prototype Wafers do
not meet the Acceptance Criteria and Quality and Reliability
Criteria, the Parties will cooperate in good faith to determine
the reason for such failure.
4.5 In connection with the completion of the qualification process
for any new Product, National will deliver to Fairchild final
Specifications for the Product incorporating any changes agreed
in writing by the Parties during the qualification process. The
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Parties will also negotiate for each Product the final Acceptance
Criteria and Quality and Reliability Criteria to be used for the
commercial production lots of Wafers.
4.6 Unless otherwise agreed in writing production quantities of
Wafers of a new Product will not be manufactured prior to
completion of the qualification process under this Section 4. In
the event that National desires for Fairchild to manufacture
production quantities, the Parties will agree in writing on the
terms before Fairchild accepts the purchase order.
5.0 MODIFICATION OF EXISTING PRODUCTS
5.1 If either National or Fairchild desires to make any changes to
the Masks, final Specifications, Acceptance Criteria or Quality
and Reliability Criteria for an existing Product (including
changes to a Fairchild product that is the basis for a National
Product), that Party shall notify the other Party in writing and
negotiate the changes in good faith, including any changes in
prices required by such modifications. A modification to any of
the foregoing will be binding only when a writing to which such
modification is attached has been signed by both Parties as
provided in this Agreement. The Parties will separately negotiate
the price and terms of any prototype Wafers required in
connection with such change. If any changes proposed by Fairchild
are not acceptable to National, Fairchild will continue to
manufacture the unchanged product for twelve (12) fiscal periods.
During that time Fairchild will make provisions with National for
Last Time Buys, and commit to ship all Wafers requested in such
Last Time Buys as the Parties may negotiate.
6.0 PRODUCT OBSOLESCENCE
6.1 Fairchild may at its discretion declare a Fairchild product
obsolete. If the product forms the basis for a National Product
then Fairchild may declare the device obsolete if it has not been
run in production for eighteen (18) fiscal periods. Fairchild
shall provide National with twelve (12) months prior written
notice, make provisions with National for a Last Time Buy and
commit to ship all Wafers requested
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in such Last Time Buys as the Parties may negotiate. If a product
has not been run in production for six (6) fiscal periods by
either Fairchild or National then Fairchild will notify National
in writing and the following surcharge will apply to the price of
any such product:
four (4) inch wafers, 25% of the latest negotiated price
five (5) inch wafers, 25% of the latest negotiated price
six (6) inch wafers, 10% of the latest negotiated price
After the Last Time Buy has expired, Fairchild may sell the Mask
set and associated tooling to an established after-market
supplier such as Rochester Electronics. Should Fairchild elect
not to sell the Mask set and tooling to a third party then
National will have the option of purchasing the Mask set etc., in
which case National will retain only the military rights to the
product.
7.0 CAPACITY; VOLUME COMMITMENTS; PRODUCTION PLANNING
7.1 Production under this Agreement will use the procedures, terms,
and conditions described in Section 5 of the Fairchild Foundry
Services Agreement between the Parties of even date herewith.
7.2 All production under this Agreement will be included as part of
the total National Capacity Request and Fairchild Assured
Capacity as defined in Section 5 of said Fairchild Foundry
Services Agreement.
8.0 PURCHASE ORDERS
8.1 All purchases and sales between Fairchild and National shall be
initiated by National's issuance of written purchase orders sent
by either first class mail or facsimile. By written agreement of
the Parties, purchase orders may also be sent and acknowledged by
electronic data exchange or other mutually satisfactory system.
Such "blanket" purchase orders shall be issued once per fiscal
quarter for Wafers to be delivered three (3) fiscal periods
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in the future. They shall state the Wafer quantities (specifying
whether equivalents or actual) by Wafer Module, and shipping and
invoicing instructions. Fairchild shall accept purchase orders
through a written or electronic acknowledgment. Within a
reasonable time after receipt of National's detailed device level
Wafer starts request for the next fiscal period, Fairchild shall
provide National with a Product delivery schedule either on a
weekly basis as the Wafers are started or for the Wafer starts
for the entire fiscal period, as the Parties may agree in
writing. The purchase orders may utilize the first three (3)
fiscal periods forecast in the eight period rolling forecast
supplied pursuant to Section 7, as the embodiment of the purchase
order for specifying the Wafer quantity by Wafer Module and
Process, and whether sorted or unsorted.
8.2 In the event of any conflict between the terms and conditions of
this Agreement and either Party's purchase order, acknowledgment,
or similar forms, priority shall be determined as follows:
(a) typewritten or handwritten terms on the face of a written
purchase order, acknowledgment or similar document or in
the main body of an electronic equivalent which have been
specifically accepted in writing by the other Party's
Program Manager;
(b) the terms of this Agreement;
(c) preprinted terms incorporated in the purchase order,
acknowledgment or similar document.
8.3 Consistent with standard practices of issuing specific device
level details of part numbers to be fabricated on a weekly or
periodic basis, National may unilaterally change the part number
to be manufactured, provided that Fairchild agrees that the
change does not negatively impact Fairchild's loadings and
provided further that there is no change in the Process flow to
be used. A change that will negatively impact loading or alter
the Process flow may only be directed upon Fairchild's written
agreement, which shall utilize its Best Efforts to comply with
such requested change. The specific part number detail shall be
submitted by first class mail or facsimile. By written agreement
of the Parties specific part number detail may also be sent by
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electronic data exchange, or other mutually satisfactory system.
8.4 National shall request delivery dates which are consistent with
Fairchild's reasonable lead times for each Product as indicated
at the time National's purchase order is placed. Notwithstanding
the foregoing, Fairchild shall utilize its Best Efforts to
accommodate requests by National for quick turnarounds or "hot
lots", which includes prototype lots. Hot lot cycle times and the
premiums to be paid therefor are listed in Exhibit K. Level S hot
lots will be negotiated on a case-by-case basis.
8.5 Fairchild may manufacture lots of any size which satisfy the
requirements of effective manufacturing. However, National must
place orders for full flow and prototype Products in increments
of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] Wafers for lots that are
run exclusively for National with National Masks, or, when
possible, as agreed by Fairchild, in [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] increments if scheduled as a portion of a Fairchild
product lot started for Fairchild's use. For personalized ASIC
Wafers drawn from mid-flow inventories, the smallest quantity
that shall be ordered by National is [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], except for Wafers manufactured in the five-inch (5")
fab, in which case the smallest quantity that can be ordered is
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
9.0 PRICES AND PAYMENT
9.1 The Parties hereby acknowledge that, as part of the collateral
transactions contemplated under the Purchase Agreement and
ongoing relationship between the Parties, they have entered into
the Revenue Side Letter under which National has agreed to
provide a minimum revenue of [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
after the Effective Date. National shall discharge its
obligations under the Revenue Side Letter by purchasing goods and
services under this Agreement, a corresponding Fairchild Assembly
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Services Agreement, and a corresponding Fairchild Foundry
Services Agreement of even date herewith (collectively the
"Operating Agreements"). Set forth herein at Exhibit N is the
forecast volume of Wafers, by Wafer Module and Process, that
National will purchase from Fairchild during the aforementioned
thirty-nine fiscal periods under this agreement (the "Forecast
Volumes"). The Forecast Volumes are for pricing purposes under
this Section 9 only and may vary in magnitude and mix in
practice, whereupon the prices applicable to the revised
magnitude and mix may also vary.
9.2 Set forth in Exhibit G hereto are the prices which National shall
pay to Fairchild for Level "S" Wafers manufactured hereunder
during the term of this Agreement.
9.3 The prices and pricing methodology to be followed for non-Level
"S" Wafers and for miscellaneous support services will be as set
forth in the aforementioned Fairchild Foundry Services Agreement.
9.4 Prices are quoted and shall be paid in U.S. Dollars. Such
prices are on an FOB ship point basis. Payment terms are net
thirty (30) from date of invoice. Miscellaneous services may
be invoiced separately.
9.5 National shall pay, in addition to the prices quoted or invoiced,
the amount of any freight, insurance, special handling and
duties. National shall also pay all sales, use, excise or other
similar tax applicable to the sale of goods covered by this
Agreement, or National shall supply Fairchild with an appropriate
tax exemption certificate.
10.0 OTHER MANUFACTURING SERVICES
10.1 Fairchild shall continue to provide such services to National at
the same level of support that was in effect as of the Effective
Date. This specifically includes S-level processing including SEM
step coverage, as outlined in SP34061 and Wafer Lot Acceptance as
outlined in SP3402.
10.2 At National's request, Fairchild will perform Wafer sort and test
services based on sort and test programs prepared, owned and
otherwise proprietary to National. Towards that end, National
shall supply
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Fairchild with National-owned specific probe cards, load boards
and test software in order that Fairchild may provide such
services. Wafer sort shall be priced by hours of active sorting,
with specific prices as set forth in Exhibit G, and specific sort
times as set forth in Exhibit B.
10.3 Fairchild will supply Mil/Aero Wafers in compliance to commercial
critical electrical test parametrics (PCM data) according to
Product Specifications. Existing sort minimum yield assurance
specifications as defined in Section 13 will be guaranteed to
National. In the event that National changes any test program
forcing function or limit specification of a Mil/Aero sort
program existing on the Effective date, Fairchild will only
guarantee Wafer acceptance to the PCM data.
10.4 National will continue to have rights to the MCT Program Writer
(PW) software. National will be provided copies of all associated
VAX libraries as well as all support programs (MRL) relating to
MCT and PCMCT testers. Fairchild will provide whatever assistance
is necessary in loading and bringing the source code on-line on
National's systems. This project will be completed by May 31,
1997, after which date National will no longer have access to the
Fairchild PW VAX system. Services provided by Fairchild after May
31, 1997 will be billed at $100 per hour.
10.5 National will continue to have rights to the WGT hardware design,
software, and associated documentation. National will assemble a
WGT tester and Fairchild will provide whatever assistance is
necessary to bring the system on-line. National will use Best
Efforts to have this project completed by May 31, 1997. If, due
to circumstances beyond National's control, the system cannot be
assembled and brought on-line prior to May 31, 1997, Fairchild
will provide support free of charge for a reasonable period of
time. Otherwise support required beyond May 31, 1997 will be
charged at $100 per hour.
10.6 National shall have non-exclusive rights to the VHDL model of the
modified PSC110 as supplied to Hughes Corporation. National shall
continue to own the Quicksim and Quickpath licenses.
10.7 National will be supplied with an SGML database for
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the existing Mil/Aero data sheets for Fairchild products only.
10.8 National will transfer the electrical test equipment known as the
IMCS 4600 Latch-up Tester to Fairchild. In consideration thereof,
Fairchild will support the Latch-up data test requirements of
National for the term of this Agreement, and any extension or
ramp-down period, for a fee of $100.00 per hour.
10.9 In support of the Processes, Fairchild will make available design
support information including the following items:
(a) Layout design rules.
(b) Industry standard models for active devices (BSIM3v3 for
CMOS devices and Gummel-Poon with parasitics for bipolar
devices) representing nominal conditions and performance
corners.
(c) Industry standard models, as stated in the National NTPRS
document in effect as of the Effective Date, for parasitic
elements, such as interconnect resistances and
capacitances, sheet resistivities of all conducting layers,
parasitic capacitances for diffused areas, and so forth,
including additional elements or devices intended for
mixed-signal applications.
(d) Process cross sections, if not already available at
National.
(e) Sufficient sizing and PCM information to assure the
integrity of masks ordered in support of products to be
manufactured.
(f) Yield models plus applicable current and forecast
parameters such as Ys and Do for those models.
This information should be in the form of at least one controlled
paper copy or electronic access to a controlled copy. National,
at its discretion, may request a controlled electronic copy of
the required information in lieu of the paper copy. Fairchild
will provide the foregoing services at no charge to National,
limited to those engineering services performed as of the
Effective Date.
11.0 DELIVERY; RESCHEDULING AND CANCELLATION
11.1 Fairchild shall make reasonable and diligent efforts to deliver
Wafers on the delivery dates specified in
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the Product delivery schedule provided by Fairchild pursuant to
Paragraph 8.1. Any shipment made within fifteen (15) days before
or after the shipment date(s) specified in said Product delivery
schedule shall constitute timely shipment. Partial shipments will
be allowed and may be invoiced separately. A delivery will be
considered conforming if it contains a quantity equal to plus
five percent (5%) or minus twenty percent (20%) of the quantity
ordered.
11.2 Except in the case of Level "S" wafers, which are
non-cancellable, if Fairchild has not made shipment of Products
within fifteen (15) days after the shipment date specified in the
Product delivery schedule provided by Fairchild pursuant to
Paragraph 8.1, National shall have the right, subject to
Paragraph 20.2, to cancel that portion of its purchase order
pertaining to such Products, but only in the event that
National's customer for those Products has cancelled its order
with National for such Products. Notwithstanding the foregoing,
if Fairchild has not made shipment of Products within thirty (30)
days after the shipment date specified in the Product delivery
schedule, National shall have the right, subject to Paragraph
20.2, in its sole discretion, to cancel that portion of its
purchase order pertaining to such Products, regardless of whether
National's customer has cancelled its order with National or not.
In either event, any obligation of National under its Capacity
Request and/or any commitment to Fairchild under the Revenue Side
Letter associated with such cancelled purchase order shall be
discharged in full and National shall have no liability
whatsoever to Fairchild therefore.
11.3 All Wafers delivered pursuant to the terms of this Agreement
shall be suitably packed for shipment in Fairchild's standard
containers, marked for shipment to National's address set forth
in the applicable purchase order and delivered to a carrier or
forwarding agent chosen by National. Should National fail to
designate a carrier, forwarding agent or type of conveyance,
Fairchild shall make such designation in conformance with its
standard shipping practices. Shipment will be F.O.B. shipping
point, at which time risk of loss and title shall pass to
National. Shipments will be subject to incoming inspection as set
forth in Paragraph 12.2 below.
11.4 To facilitate the inspection of Product deliveries to
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National, lot integrity shall be maintained on all such
deliveries, unless specifically waived by mutual agreement of the
Parties.
11.5 Subject to the provisions of Section 8 hereof, National may
cancel any purchase order upon at least one (1) week's notice
prior to the commencement of manufacturing without charge,
provided that National reimburses Fairchild for the cost of any
unique raw materials purchased for such order.
11.6 National may request that Fairchild stop production of Wafers in
process for National's convenience and Fairchild shall consider
stopping depending on the point of process. In such event,
National shall pay for all Wafers at the agreed price, subject to
a negotiated adjustment based upon the degree of completion of
the Wafers and whether or not Fairchild is able to utilize the
unfilled capacity. Fairchild will, if reasonably practicable,
restart production of stopped Wafers one time within a reasonable
time after receipt of a written request from National, subject to
National's payment of any additional expenses incurred. Sections
12, 13, and 14 of this Agreement shall not apply to Wafers
stopped under this Paragraph 11.6 for more than thirty (30) days,
nor shall Fairchild make any commitments of yield with respect to
such Wafers.
11.7 In the event that National elects to maintain an inventory of
partially finished Wafers, ownership of the partially finished
Wafers will pass to National when they reach the holding point
defined by the relevant Process flow. Fairchild will invoice
National for such Wafers, but they will be stored under
clean-room conditions and remain in the Wafer processing WIP
management system. Fairchild will inform National of the number
and types of these Wafers remaining in inventory at the end of
each fiscal period. Further, the electronic records and physical
inventory shall be available for inspection by National at any
time. Fairchild shall credit National with the amount previously
invoiced for any such Wafers at such time as they are restarted
in the Process flow.
11.8 As of 12:01 A.M. on the Effective Date, National will own all
Wafers located at the Facility which Fairchild has commenced
processing but which have not yet been completed in accordance
with the pertinent
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Process flow. Unless expressly directed in writing by National
otherwise, Fairchild shall continue to process each Wafer to a
normal state of completion in the applicable Wafer Module.
National shall pay Fairchild for the accumulated additional
processing costs, plus a twenty-five percent (25%) mark up, for
the additional processing taking place on and after the Effective
Date. The provisions of Sections 12, 13, and 14 hereof shall
specifically apply to all such Wafers.
12.0 QUALITY CONTROL AND INSPECTION; AND RELIABILITY
12.1 Fairchild will manufacture Wafers in accordance with the Quality
and Reliability Criteria for the applicable Product. Prior to
shipment, Fairchild will perform the electrical parameter testing
and other inspections specified to be performed by it in the
applicable Acceptance Criteria on each Wafer lot manufactured.
Fairchild will only ship those Wafer lots that successfully pass
the applicable Acceptance Criteria. Fairchild will electronically
provide National with the electrical test data specified in the
applicable Acceptance Criteria. Wafers will be laser scribed with
lot and wafer number for statistical monitoring and lot number
traceability.
12.2 National shall promptly provide for inspection and testing of
each shipment of Wafers upon receipt in accordance with the
Acceptance Criteria and shall notify Fairchild in writing of
acceptance of the Wafers. If National has not given written
notice to Fairchild of rejection of all or part of a shipment
within thirty (30) days of receipt, National will be deemed to
have accepted such Wafers. In the event any lot or Wafer is found
to fail the Acceptance Criteria prior to final acceptance,
National shall promptly return it to Fairchild, together with all
test data and other information reasonably required by Fairchild.
Upon confirmation by Fairchild that such Wafers fail the
Acceptance Criteria, Fairchild shall replace such lot or Wafer on
a timely basis.
12.3 National shall promptly provide for yield probe tests to be
conducted on the Wafers and communicate the results of the tests
to Fairchild within thirty (30) days of receipt of Wafers from
Fairchild. The right to return any Wafers for low yield shall be
governed by Section 11 below.
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12.4 MPS-3-000 (Material Procurement Specification) - General
Provisions and Quality Requirements for External (Non-National)
Wafer Fab Facilities and MPS-3-001 (Material Procurement
Specification) - Technical Requirements for CMOS Processing are
the National policies for the purchase of integrated circuits
from independent suppliers. These policies as in effect at the
Effective Date shall provide criteria for the initial and
continuing qualification of the Facility and evaluation of Wafers
manufactured by Fairchild hereunder. To the extent that those
policies are not inconsistent with the provisions of this
Agreement, National shall not be required to accept delivery of
any Wafers hereunder if Fairchild fails to comply with said
policies or such other similar policies as may be mutually agreed
to by the Parties.
12.5 Fairchild hereby warrants that the Facility currently is, and
will remain throughout the term of this Agreement, ISO9000
certified.
13.0 MINIMUM YIELD ASSURANCES
13.1 Fairchild will guarantee a minimum yield assurance ("MYA") on a
per Product basis for those Wafers fabricated and probed by
Fairchild. MYAs shall function as a reliability screen hereunder
for maverick Wafers, via standard sort test results and yield.
For Wafers not sorted by Fairchild, the MYA limits will apply
only to Wafers whose substandard yield is caused by materials or
Fairchild workmanship.
13.2 For a new Product, the baseline yield and MYA will be established
after a minimum of twenty (20) Wafer lot runs have been tested to
production released test programs. A new baseline yield and MYA
will be calculated whenever National makes any modifications to
said test programs.
13.3 Each fiscal quarter, each Product's baseline yield will be
calculated using the previous fiscal quarter's results, or the
previous twenty (20) Wafer lot runs if less than twenty (20)
Wafer lot runs were processed in said previous quarter. The mean
and standard deviation (sigma) yield for a Product will be
calculated using individual Wafer data. Zero
-18-
<PAGE>
yielding Wafers will be excluded from such calculations. The
results of such calculations will be used in defining the MYA for
that Product for the quarter in which the calculations are made,
but only if the mean yield changes by more than +/-2%.
13.4 MYA will be determined as follows. Wafers which yield less than
sixty percent (60%) of the baseline yield for the commercial
version of the Product will be considered discrepant and may be
returned for full credit at National's discretion. In no event
shall Fairchild accept returns of Wafers on non-released
products. For Level "S" Fact 2.0 Wafers the MYA will be fifty
percent (50%) of the baseline yield for the commercial version of
the Product. For Mil/Aero products that yield significantly less
than their respective commercial versions, the MYA will be
negotiated on a case by case basis.
13.5 National shall provide yield analysis information on Wafers
returned to Fairchild under this Section 13, in order to assist
Fairchild in continuous Process improvement.
13.6 In the event of an extended period of substandard yields on a
Product, Fairchild will utilize its Best Efforts to correct any
Process related causes and the Parties will negotiate in good
faith to make up for the yield loss experienced by National and
its customers.
14.0 WARRANTY
14.1 Fairchild warrants that the Products delivered hereunder shall
meet the Quality and Reliability Criteria and shall be free from
defects in material and Fairchild's workmanship under normal use
for a period of one (1) year from the date of delivery. If,
during the one year period:
(i) Fairchild is notified in writing promptly upon discovery
with a detailed description of any such defect in any
Product (at which time Fairchild shall issue a return
material authorization number to National), and;
(ii) National returns such Product to the applicable Facility
at National's expense for inspection; and
(iii) Fairchild's examination of such Product reveals
-19-
<PAGE>
that the Product is indeed defective and does not meet
the applicable Quality and Reliability Criteria or is
defective in materials or Fairchild's workmanship and
such problems are not caused by accident, abuse, misuse,
neglect, improper storage, handling, packaging or
installation, repair, alteration or improper testing or
use by someone other than Fairchild
then, within a reasonable time, Fairchild, at its sole option,
shall either replace or credit National for such defective
Product. Fairchild shall return any Products replaced under this
warranty to National transportation prepaid, and shall reimburse
National for the transportation charges paid by National in
returning such defective Products to Fairchild.
14.2 THE FOREGOING WARRANTY CONSTITUTES FAIRCHILD'S EXCLUSIVE
LIABILITY, AND NATIONAL'S EXCLUSIVE REMEDY, FOR ANY BREACH OF
WARRANTY. EXCEPT AS SET FORTH HEREIN, FAIRCHILD MAKES AND
NATIONAL RECEIVES NO WARRANTIES OR CONDITIONS ON THE PRODUCTS,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND FAIRCHILD
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
15.0 ON-SITE INSPECTION AND INFORMATION
15.1 Fairchild shall allow National and/or National's customers to
visit and evaluate the Facility during normal business hours as
part of established source inspection programs, it being
understood and agreed between National and Fairchild that
National must obtain the concurrence of Fairchild for the
scheduling of all such visits, which such concurrence shall not
be unreasonably withheld. It is anticipated that such visits will
occur no more than once per quarter on average.
15.2 National shall have access to fab audits conducted by Fairchild
and fab baselines. Fairchild may charge a fee commensurate with
the effort required to provide these baselines and audits.
15.3 Upon National's written request, Fairchild will provide National
with process control information, to include but not be limited
to: process and electrical test yield results, current process
specifications and conformance to specifications;
-20-
<PAGE>
calibration schedules and logs for equipment; environmental
monitor information for air, gases and DI water; documentation of
operator qualification and training; documentation of
traceability through Fairchild's operation; and Fairchild
verification information. Except for exigent circumstances, such
requests shall not be made more than twice per year for a given
category of information.
16.0 PRODUCT ENGINEERING SUPPORT
16.1 The Parties will cooperate in allowing National employees to have
reasonable access to the Facility during the term of this
Agreement (the "National Engineering Team"), in order to assist
in Product developments and improvements. Fairchild will provide
reasonable office space to the National Engineering Team, if
required on a temporary basis, not to exceed 60 days per
occurrence, at no expense to National. Should the National
Engineering Team require long term, dedicated office space,
National agrees to pay Fairchild the overhead cost associated
with such space. The National Engineering Team will comply with
all applicable Fairchild regulations in force at the Facility and
National hereby agrees to hold Fairchild harmless for any damages
or liability caused by any member of the National Engineering
Team, which are attributable to: (i) the negligence or willful
malfeasance of such member, and (ii) any failure by such member
to comply with Fairchild's regulations in force at the Facility
or with applicable law.
16.2 Fairchild shall assist the efforts of the National Engineering
Team and provide National with reasonable and timely support.
16.3 Fairchild shall assist National in any efforts to identify any
reliability problems that may arise in a Product. National shall
correct National Product related problems and Fairchild shall
correct all Fairchild product and Process related problems.
17.0 TERM AND TERMINATION
17.1 The term of this Agreement shall be thirty-nine (39) fiscal
periods from the Effective Date; provided, however, that the
Parties shall not less than eight
-21-
<PAGE>
(8) fiscal periods prior to the end of such thirty-ninth (39th)
fiscal period determine in good faith a ramp-down schedule of
production so as to minimize disruption to both Parties. If the
Parties are unable to agree on the terms governing a ramp-down,
National shall be allowed to reduce its purchase commitment by
not more than twenty percent (20%) per fiscal quarter, starting
one fiscal quarter after the initial thirty-nine (39) fiscal
period term of this Agreement. National will provide Fairchild
with not less than ninety (90) days prior written notice of such
reduction.
17.2 This Agreement may be terminated, in whole or in part, by one
Party sending a written notice to the other Party of the
termination of this Agreement, which notice specifies the reason
for the termination, upon the happening of any one or more of the
following events:
(a) the other Party is the subject of a petition filed in a
bankruptcy court of competent jurisdiction, whether
voluntary or involuntary, which petition in the event of
an involuntary petition is not dismissed within sixty
(60) days; if a receiver or trustee is appointed for all
or a substantial portion of the assets of the other
Party; or if the other Party makes an assignment for the
benefit of its creditors; or
(b) the other Party fails to perform substantially any
material covenant or obligation, or breaches any
material representation or warranty provided for herein;
provided, however, that no right of termination shall
arise hereunder until sixty (60) days after receipt of
written notice by the Party who has failed to perform
from the other Party, specifying the failure of
performance, and said failure having not been remedied
or cured during said sixty (60) day period.
17.3 Upon termination of this Agreement, all rights granted hereunder
shall immediately terminate and each Party shall return to the
other Party any property belonging to the other Party which is in
its possession, except that Fairchild may continue to retain and
use any rights or property belonging to National solely for the
period necessary for it to finish manufacturing the currently
forecasted Fairchild Assured Capacity. Nothing in this Section 17
-22-
<PAGE>
is intended to relieve either Party of any liability for any
payment or other obligations existing at the time of termination.
17.4 The provisions of Sections 2, 6, 14, 18, 19 and Paragraphs 21.5
and 21.8 shall survive the termination of this Agreement for any
reason.
18.0 EXPORT CONTROL
18.1 The Parties acknowledge that each must comply with all rules and
laws of the United States government relating to restrictions on
export. Each Party agrees to use its Best Efforts to obtain any
export licenses, letters of assurance or other documents
necessary with respect to this Agreement.
18.2 Each Party agrees to comply fully with United States export laws
and regulations, assuring the other Party that, unless prior
authorization is obtained from the competent United States
government agency, the receiving Party does not intend and shall
not knowingly export or re-export, directly or indirectly, any
Wafers, Products, technology or technical information received
hereunder, that would be in contravention of any laws and
regulations published by any United States government agency.
19.0 CONFIDENTIALITY
19.1 For purposes of this Agreement, "Confidential Information" shall
mean all proprietary information, including National and/or
Fairchild trade secrets relating to the subject matter of this
Agreement disclosed by one of the Parties to the other Party in
written and/or graphic form and originally designated in writing
by the disclosing Party as Confidential Information or by words
of similar import, or, if disclosed orally, summarized and
confirmed in writing by the disclosing Party within thirty (30)
days after said oral disclosure, that the orally disclosed
information is Confidential Information.
19.2 Except as may otherwise be provided in the Technology Licensing
and Transfer Agreement, each Party agrees that it will not use in
any way for its own account, or for the account of any third
party, nor disclose to any third party except pursuant to this
Agreement,
-23-
<PAGE>
any Confidential Information revealed to it by the other Party.
Each Party shall take every reasonable precaution to protect the
confidentiality of said information. Each Party shall use the
same standard of care in protecting the Confidential Information
of the other Party as it normally uses in protecting its own
trade secrets and proprietary information.
19.3 Notwithstanding any other provision of this Agreement, no
information received by a Party hereunder shall be Confidential
Information if said information is or becomes:
(a) published or otherwise made available to the public
other than by a breach of this Agreement;
(b) furnished to a Party by a third party without
restriction on its dissemination;
(c) approved for release in writing by the Party designating
said information as Confidential Information;
(d) known to, or independently developed by, the Party
receiving Confidential Information hereunder without
reference to or use of said Confidential Information; or
(e) disclosed to a third party by the Party transferring said
information hereunder without restricting its subsequent
disclosure and use by said third party.
19.4 In the event that either Party either determines on the advice of
its counsel that it is required to disclose any information
pursuant to applicable law or receives any demand under lawful
process to disclose or provide information of the other Party
that is subject to the confidentiality provisions hereof, such
Party shall notify the other Party prior to disclosing and
providing such information and shall cooperate at the expenses of
the requesting Party in seeking any reasonable protective
arrangements requested by such other Party. Subject to the
foregoing, the Party that receives such request may thereafter
disclose or provide information to the extent required by such
law (as so advised by counsel) or by lawful process.
-24-
<PAGE>
20.0 REPORTS AND COMMUNICATIONS
20.1 Each Party hereby appoints a Program Manager whose
responsibilities shall include acting as a focal point for the
technical and commercial discussions between them related to the
subject matter of this Agreement, to include monitoring within
his or her respective company the distribution of Confidential
Information received from the other Party and assisting in the
prevention of the unauthorized disclosure of Confidential
Information within the company and to third parties. The Program
Managers shall also be responsible for maintaining pertinent
records and arranging such conferences, visits, reports and other
communications as are necessary to fulfill the terms and
conditions of this Agreement. The names, addresses and telephone
numbers of the Program Managers will be communicated between the
Parties from time to time.
21.0 GENERAL
21.1 AMENDMENT: This Agreement may be modified only by a written
document signed by duly authorized representatives of the
Parties.
21.2 FORCE MAJEURE: A Party shall not be liable for a failure or delay
in the performance of any of its obligations under this Agreement
where such failure or delay is the result of fire, flood, or
other natural disaster, act of God, war, embargo, riot, labor
dispute, unavailability of raw materials or utilities (provided
that such unavailability is not caused by the actions or
inactions of the Party claiming force majeure), or the
intervention of any government authority, providing that the
Party failing in or delaying its performance immediately notifies
the other Party of its inability to perform and states the reason
for such inability.
21.3 ASSIGNMENT: This Agreement may not be assigned by any Party
hereto without the written consent of the other Party; provided
that Fairchild may assign its rights but not its obligations
hereunder as collateral security to any bona fide financial
institution engaged in acquisition financing in the ordinary
course providing financing to consummate the transactions
contemplated by the Purchase Agreement or any bona fide financial
institution engaged in
-25-
<PAGE>
acquisition financing in the ordinary course through whom such
financing is refunded, replaced, or refinanced and any of the
foregoing financial institutions may assign such rights in
connection with a sale of Fairchild or the Business in the form
then being conducted by Fairchild substantially as an entirety.
Subject to the foregoing, all of the terms and provisions of this
Agreement shall be binding upon, and inure to the benefit of, and
shall be enforceable by, the respective successors and assigns of
the Parties hereto.
21.4 COUNTERPARTS: This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and
the same instrument.
21.5 CHOICE OF LAW: This Agreement, and the rights and obligations of
the Parties hereto, shall be interpreted and governed in
accordance with the laws of the State of California, without
giving effect to its conflicts of law provisions.
21.6 WAIVER: Should either of the Parties fail to exercise or enforce
any provision of this Agreement, such failure or waiver shall not
be construed as constituting a waiver or a continuing waiver of
its rights to enforce such provision or right or any other
provision or right. Should either of the Parties waive any
provision or right under this Agreement, such waiver shall not be
construed as constituting a waiver of any other provision or
right.
21.7 SEVERABILITY: If any provision of this Agreement or the
application thereof to any situation or circumstance shall be
invalid or unenforceable, the remainder of this Agreement shall
not be affected, and each remaining provision shall be valid and
enforceable to the fullest extent.
21.8 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
RESULTING FROM THE OTHER PARTY'S PERFORMANCE OR FAILURE TO
PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE, OR
USE OF ANY GOODS OR SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE,
REGARDLESS OF WHETHER THE
-26-
<PAGE>
NON-PERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR NOT.
21.9 EFFECT OF HEADINGS: The headings and sub-headings contained
herein are for information purposes only and shall have no effect
upon the intended purpose or interpretation of the provisions of
this Agreement.
21.10 INTEGRATION: The agreement of the Parties, which is composed of
this Agreement and the Exhibits hereto and the documents referred
to herein, constitutes the entire agreement and understanding
between the Parties with respect to the subject matter of this
Agreement and integrates all prior discussions and proposals
(whether oral or written) between them related to the subject
matter hereof.
21.11 PUBLIC ANNOUNCEMENT: Prior to the closing of the transactions
contemplated under the Purchase Agreement, neither Fairchild nor
National shall, without the approval of the other Party hereto,
make any press release or other public announcement concerning
the terms of the transactions contemplated by this Agreement,
except as and to the extent that any such Party shall be so
obligated by law, in which case the Party shall use its Best
Efforts to advise the other Party thereof and the Parties shall
use their Best Efforts to cause a mutually agreeable release or
announcement to be issued; provided that the foregoing shall not
preclude communications or disclosures necessary to (a) implement
the provisions of this Agreement or (b) comply with accounting
and Securities and Exchange Commission disclosure obligations.
Fairchild shall provide National with a reasonable opportunity to
review and comment on any references to National made by
Fairchild (and shall not include any such references to National
without the written consent of National, which consent shall not
be unreasonably withheld or delayed) in any written materials
that are intended to be filed with the Securities and Exchange
Commission in connection with obtaining financing required to
effect the transactions contemplated in connection with the
Purchase Agreement or intended to be distributed to prospective
purchasers pursuant to an offering made under Rule 144A
promulgated under the Securities Act of 1933 in connection with
obtaining such financing.
21.12 NO PARTNERSHIP OR AGENCY CREATED: Nothing contained herein or
done pursuant to this Agreement shall
-27-
<PAGE>
constitute the Parties as entering upon a joint venture or
partnership, or shall constitute either Party the agent for the
other Party for any purpose or in any sense whatsoever.
21.13 BINDING EFFECT: This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of
the Parties hereto and to their respective successors and
assigns.
21.14 NOTICES: All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when
received if personally delivered; when transmitted if transmitted
by telecopy, electronic or digital transmission method; the day
after it is sent, if sent for next day delivery to a domestic
address by a recognized overnight delivery service (e.g., Federal
Express); and upon receipt, if sent by certified or registered
mail, return receipt requested. In each case notice shall be sent
to:
National: National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
M/S 16-135
Santa Clara, CA 95052-8090
Attn: General Counsel
FAX: (408) 733-0293
Fairchild: Fairchild Semiconductor Corporation
M/S 01-00 (General Counsel)
333 Western Avenue
South Portland, ME 04106
FAX: (207) 761-6020
or to such other place as such Party may designate as to itself
by written notice to the other Party.
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<PAGE>
IN WITNESS WHEREOF, the Parties have had this Agreement executed by their
respective duly authorized officers on the day and date first written above. The
persons signing warrant that they are duly authorized to sign for and on behalf
of the respective Parties.
NATIONAL SEMICONDUCTOR CORPORATION
By:/s/ John M. Clark III
--------------------------------
Title: Senior V.P.
FAIRCHILD SEMICONDUCTOR CORPORATION
By:/s/ Joseph R. Martin
--------------------------------
Title: Executive V.P.
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<PAGE>
EXHIBIT A
PROCESSES
4-inch Wafer Process Flows: Fairchild Maine Fab 4100
- --------------------------------------------------------------------------------
Process Description and
Process Name Acceptance Specification Status
- --------------------------------------------------------------------------------
ANALOG 5(mu) Bipolar Process Prod
Spec: Exhibit F - Fab 4100 "ANALOG"
- --------------------------------------------------------------------------------
BUS 4(mu) Bipolar, Low Power Schottky optimized for Prod
Bus Interface applications
Spec: Exhibit F - Fab 4100 "BUS"
- --------------------------------------------------------------------------------
CGS 4(mu) Bipolar, Low Power Schottky optimized for Prod
Clock Generator applications
Spec: Exhibit F - Fab 4100 "CGS"
- --------------------------------------------------------------------------------
DTCOMM 3(mu) FAST, Bipolar Schottky optimized for Data Prod
Communications applications
Spec: Exhibit F - Fab 4100 "DTCOMM"
- --------------------------------------------------------------------------------
DTP 4(mu) Bipolar, Low Power Schottky Prod
Spec: Exhibit F- Fab 4100 "DTP"
- --------------------------------------------------------------------------------
PTP 4(mu) Bipolar, Low Power Schottky optimized for Prod
Point to Point applications
Spec: Exhibit F - Fab 4100 "PTP"
- --------------------------------------------------------------------------------
FSLM 3(mu) FAST Bipolar Sky Prod
Spec:
- --------------------------------------------------------------------------------
FDLM 3(mu) FAST Bipolar 2LM Prod
Spec:
- --------------------------------------------------------------------------------
FLSI 2.5(mu) FAST Bipolar 2LM Prod
Spec:
- --------------------------------------------------------------------------------
ECL 2.5(mu) FAST Bipolar 2LM Prod
Spec:
- --------------------------------------------------------------------------------
LPSSLM 4(mu) LPS Bipolar Single LM Prod
Spec:
- --------------------------------------------------------------------------------
LPSDLM 4(mu) LPS Bipolar 2LM Prod
Spec;
- --------------------------------------------------------------------------------
LSRSLM 4(mu) LPS Bipolar Single LM Prod
Spec:
- --------------------------------------------------------------------------------
TTL 8(mu) TTL Bipolar SLM Prod
Spec:
- --------------------------------------------------------------------------------
HCMOS 75 2.5(mu) HCMOS SLM Prod
Spec:
- --------------------------------------------------------------------------------
5-inch Wafer Process Flows: Fairchild Maine Fab 5100
- --------------------------------------------------------------------------------
Process Description and
Process Name Acceptance Specification Status
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CGSP/E 2.5(mu) HCMOS Prod
Spec:
- --------------------------------------------------------------------------------
FCT20P/E 2(mu) FACT 2LM Prod
Spec:
- --------------------------------------------------------------------------------
6-inch Wafer Process Flows: Fairchild Maine Fab 6001
- --------------------------------------------------------------------------------
Process Description and
Process Name Acceptance Specification Status
- --------------------------------------------------------------------------------
MSIFCT15 1.5(mu) FACT 2LM Prod
Spec:
- --------------------------------------------------------------------------------
LSIFCT15 1.5(mu) FACT 2LM Prod
Spec:
- --------------------------------------------------------------------------------
SCAN15 1.5(mu) FACT 2LM Prod
Spec:
- --------------------------------------------------------------------------------
ATBC10 1.0(mu) BCT 2LM Prod
Spec:
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT B
PRODUCT LIST AND SUPPORTING DATA
Non Fairchild Products
Products manufactured in Maine
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Division Product ID Mark ID & REV Process Flow Sort Test Sort W/hr MYA Date
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ANALOG DM8640A4B DM8640A-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8833B4B DM8833B4B-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8834B4B DM8834B4B-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8835B4B DM8835B4B-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8836B4B DM8836B4B-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8837B4B DM8837B4B-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8838A4B DM8838A4B-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8839B4B DM8839B4B-TAB BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DP7304C4B DP7304C4B-TAA BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS1776Z4B DS1776Z4B-TAA BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS1777Z4B DS1777Z4B-TAA BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS76S10A4B DS76S10A4B-TAA BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS76S11A4B DS76S11A4B-TAA BUS MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS1691A4B DS1691A4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS26L31B4B DS26L31B4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS26L31B4B DS261L31B4B-TAA/E DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS26L32B4B DS26L32B4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS26L32B4B DS26L32B4B-TAA/E DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS26L33B4B DS26L33B4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS7632A4B DS7632A4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS7632A4B DS7632A4B-TAA/E DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS7633A4B DS7633A4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS78C120A4B DS78C120A4B-TAA/E DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS78LS120A4B DS78LS120A4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS71LS120A4B DS71LS120A4B-TAA/E DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9636A4B 9636A4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
</TABLE>
1 of 3
<PAGE>
EXHIBIT B
PRODUCT LIST AND SUPPORTING DATA
Non Fairchild Products
Products manufactured in Maine
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Division Product ID Mark ID & REV Process Flow Sort Test Sort W/hr MYA Date
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ANALOG 9637A4B 9637A4B-TBA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9638A4B 9638A4B-TDB DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9638A4B 9638A4B-TDB/E DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9639A4B 9639A4B-TAA DTCOMM MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8830E4B DM8830E4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8830EAB DM8830EAB-TAB/D DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8831B4B DM8831B4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8832B4B DM8832B4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DM8832B4B DM8832B4B-TAB/E DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS75113A4B DS75113A4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS75114A4B DS75114A4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS75114A4B DS75114A4B-TAB/C DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS75115A4B DS75115A4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS8820H4B DS8820H4B-TBB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG DS8820H4B DS8820H4B-TBB/E DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG LM163A4B LM163A4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG LM3623A4B LM3623A4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG LM3624A4B LM3624A4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG LM75107A4B LM75107A4B-TAB DTP MCT20XX 55% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9614A4B 9614A4B-TBA DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9614A4B 9614A4B-TBA/C DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9614A4B 9614A4B-TBA/E DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9615A4B 9615A4B-TBA DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9615A4B 9615A4B-TBA/C DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9615A4B 9615A4B-TBA/E DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9622A4B 9622A4B-TBA DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
</TABLE>
2 of 3
<PAGE>
EXHIBIT B
PRODUCT LIST AND SUPPORTING DATA
Non Fairchild Products
Products manufactured in Maine
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Division Product ID Mark ID & REV Process Flow Sort Test Sort W/hr MYA Date
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MCT20XX
- -------------------------------------------------------------------------------------------------------------
ANALOG 9627A4B 9627A4B-TCA DTP MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
ANALOG 9616A4B 9616A4B-TDA DTCOMM MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C DP8311C/M4B DP8311C/M4B-TBB ANALOG MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C DS002B4B DS002B4B-TBB/E ANALOG MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 7710A/C4G 7710A/C4G-TBA ANALOG MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 7710A/M4G 7710A/M4G-TBA ANALOG MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 7710A4G 7710A4G-TBA ANALOG MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 7711C4G 7711C4G-TBA/C ANALOG MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 7711A/C4G 7711A/C4G-TBA ANALOG MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 7711A/M4G 7711A/M4G-TBA ANALOG MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 7711A4G 7711A4G-TBA ANALOG MCT20XX N/A 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
C&C 9667B4B 9667B4B-TCA/E ANALOG MCT20XX 50% 6-Jan-97
- -------------------------------------------------------------------------------------------------------------
</TABLE>
3 of 3
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
CGS3301 ZCF3021C CGS3301Z5B CCF 8C
CGS3301 ZCF3025C CGS3301Z5B CCF/E 8C
DMS54LSR154B B2A30211 DMS54LSR154BB4B TBA 70
DMS71LSR95 C1C30211 81LSR95C4B TBC 70
DM7474 WBB3021T 7474W4B TBB 8T
DM7474 WBB3023T 7474W4B TBB/C 8T
DM7474 WBB3025T 7474W4B TBB/E 8T
DM9334 AAB3021T 9334A4B TAB 8T
MM74HC123 CBA3021T MM74HC123C4B TBA 41
MM74HC123 CBA3025T MM74HC123C4B TBA/E 41
WA000BYA 9300YR4B TYA 8T
WA001MMA 9301V4B TAA 8T
WA008BXA 9308X4B TXA 8T
WA011BBA 9311W4B TBA 8T
WA012BCA 9312W4B TCB 8T
WA016MCA 9316T4B TCA 8T
WA021MXA 9321Y4B TXA 8T
WA024BBA 9324V4B TBA 8T
WA034BCA 9334U4B TCA 8T
WA038BAA 9338X4B TAA 8T
WA048MAA 9348X4B TAA 8T
WB000BBB 93L00T4B TBB 8T
WB001MBB 93L01V4B TBB 8T
WB008MAB 93L08W4B TAB 8T
WB009MAB 93L09Z4B TAB 8T
WB010MBB 93L10U4B TBB 8T
WB012MBB 93L12W4B TBB 8T
WB016MBB 93L16U4B TBB 8T
WB021MAB 93L21Z4B TAB 8T
WB022BDB 93L22X4B TDB 8T
WB022MCB 93L22X4B TCB 8T
WB028BBB 93L28U4B TBB 8T
WB034MAB 93L34V4B TAB 8T
WB038BBB 93L38W4B TBB 8T
WL000BBB 74LS00Z4B TBB 70
WL000FBB 74LS00Z4B TBB/E 70
WL003BBB 74LS03Z4B TBB 70
WL003FBB 74LS03Z4B TBB/E 70
WL004BAB 74LS04Z4B TAB 70
WL004CAB 74LS04Z4B TAB/C 70
WL004FAB 74LS04Z4B TAB/E 70
WL005BAB 74LS05Z4B TAB 70
WL005FAB 74LS05Z4B TAB/E 70
WL008FAB 74LS08Z4B TAB/E 70
WL008MAB 74LS08Z4B TAB 70
WL008PAB 74LS08Z4B TAB/C 70
WL009MAB 74S09Z4B TAB 70
WL010BDB 74LS10Z4B TDB 70
Page 1
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
WL010FDB 74LS10Z4B TDB/E 70
WL011BFB 74LS11Z4B TFB 70
WL014BAB 74LS14YAB TAB 70
WL015BEB 74LS15Z4B TEB 70
WL015FEB 74LS15Z4B TEB/E 70
WL020BAB 74LS20Z4B TAB 70
WL020CAB 74LS20Z4B TAB/C 70
WL020GAB 74LS20Z4B TAB/D 70
WL021MAB 74LS21Z4B TAB 70
WL021PAB 74LS21Z4B TAB/C 70
WL026BBB 74LS26Z4B TBB 70
WL027BDB 74LS27Z4B TDB 70
WL027MAB 74LS27Z4B TAB 70
WL030BDB 74LS30Z4B TDB 70
WL032BAB 74LS32Z4B TAB 70
WL032CAB 74LS32Z4B TAB/C 70
WL032FAB 74LS32Z4B TAB/E 70
WL033MBB 74LS33Y4B TBB 70
WL038MCB 74LS38Y4B TCB 70
WL042BBB 74LS42Y4B TBB 70
WL047BBB 74LS47Y4B TBB 70
WL051BDB 74LS51Z4B TDB 70
WL051PAB 74LS51Z4B TAB/C 70
WL054MBB 74LS54Y4B TBB 70
WL054PBB 74LS54Y4B TBB/C 70
WL054MBB 74LS55Y4B TBB 70
WL074BCB 74LS74Z4B TCB 70
WL074CCB 74LS74Z4B TCB/C 70
WL074FCB 74LS74Z4B TCB/E 70
WL074GCB 74LS74Z4B TCB/D 70
WL083BBB 74LS83Y4B TBB 70
WL083CBB 74LS83Y4B TBB/C 70
WL085BBC 74LS85Y4B TBC 70
WL085CBC 74LS85Y4B TBC/C 70
WL085FAB 74LS85Z4B TAB/E 70
WL085FBC 74LS85Y4B TBC/E 70
WL095BFB 74LS95U4B TFB 70
WL109BCB 74LS109Z4B TCB 70
WL109CCB 74LS109Z4B TCB/C 70
WL109FCB 74LS109Z4B TCB/E 70
WL113BEB 74LS113Z4B TEB 70
WL113CEB 74LS113Z4B TEB/C 70
WL125BBB 74LS125AX4B TBB 70
WL133BBB 74LS133Z4B TBB 70
WL138BCB 74LS138Y4B TCB 70
WL138CBB 74LS138Z4B TBB/C 70
WL138FCB 74LS138Y4B TCB/E 70
WL139BBB 74LS139Z4B TBB 70
Page 2
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
WL139CBB 74LS139Z4B TBB/C 70
WL151BBB 74LS151Y4B TBB 70
WL151CAB 74LS151Z4B TAB/C 70
WL151FBB 74LS151Y4B TBB/E 70
WL151GAB 74LS151Z4B TAB/D 70
WL153BAB 74LS153Z4B TAB 70
WL153CAB 74LS153Z4B TAB/C 70
WL155BEB 74LS155Z4B TEB 70
WL156BDB 74LS156Z4B TDB 70
WL157BDB 74LS157T4B TDB 70
WL158BDB 74LS158T4B TDB 70
WL158PCB 74LS158T4B TCB/C 70
WL161BCB 74LS161AU4B TCB 70
WL162BDB 74LS162AU4B TDB 70
WL164BDB 74LS164U4B TDB 70
WL164FDB 74LS164U4B TDB/E 70
WL165BCB 74LS165Z4B TCB 70
WL165FCB 74LS165Z4B TCB/E 70
WL168BEB 74LS168Y4B TEB 70
WL169BEB 74LS169Y4B TEB 70
WL169FEB 74LS169Y4B TEB/E 70
WL173BCB 74LS173X4B TCB 70
WL173FCB 74LS173X4B TCB/E 70
WL174BBB 74LS174Y4B TBB 70
WL174FBB 74LS174Y4B TBB/E 70
WL175BCB 74LS175Y4B TCB 70
WL175CCB 74LS175Y4B TCB/C 70
WL175FCB 74LS175Y4B TCB/E 70
WL181BDB 74LS181Y4B TDB 70
WL193BCB 74LS193X4B TCB 70
WL193CCB 74LS193X4B TCB/C 70
WL193FCB 74LS193X4B TCB/E 70
WL193GCB 74LS193X4B TCB/D 70
WL194BHB 74LS194AV4B THB 70
WL194CHB 74LS194AV4B THB/C 70
WL195BGB 74S195AU4B TGB 70
WL195FGB 74LS195AU4B TGB/E 70
WL240BCC 74LS240U4B TCC 70
WL240CCC 74LS240U4B TCC/C 70
WL241BCC 74LS241U4B TCC 70
WL241CCC 74LS241U4B TCC/C 70
WL241FCC 74LS241U4B TCC/E 70
WL244BCC 74LS244U4B TCC 70
WL244CCC 74LS244U4B TCC/C 70
WL244FCC 74LS244U4B TCC/E 70
WL244GDC 74LS244U4B TDC/D 70
WL245BAC 74LS245Z4B TAC 70
WL253BAB 74LS253Z4B TAB 70
Page 3
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
WL253CAB 74LS253Z4B TAB/C 70
WL253FAB 74LS253Z4B TAB/E 70
WL253GCB 74LS253Z4B TCB/D 70
WL257BDB 74LS257AT4B TDB 70
WL257FDB 74LS257AT4B TDB/E 70
WL257PCB 74LS257AT4B TCB/C 70
WL258BDB 74LS258AT4B TDB 70
WL258FDB 74LS258AT4B TDB/E 70
WL258PCB 74LS258AT4B TCB/C 70
WL259BAB 74LS259Z4B TAB 70
WL259CAB 74LS259Z4B TAB/C 70
WL260BBB 74LS260Z4B TBB 70
WL273BAB 74LS273Z4B TAB 70
WL273CAB 74LS273Z4B TAB/C 70
WL273GDB 74LS273Z4B TDB/D 70
WL279BAB 74LS279Z4B TAB 70
WL279CAB 74LS279Z4B TAB/C 70
WL283BBB 74LS283Y4B TBB 70
WL283CBB 74SL283Y4B TBB/C 70
WL283FBB 74LS283Y4B TBB/E 70
WL283GCB 74LS283Y4B TCB/D 70
WL295MEB 74LS295AV4B TEB 70
WL298BFB 74LS298U4B TFB 70
WL299BAB 74LS299Z4B TAB 70
WL322BAB 74LS322Z4B TAB 70
WL323BAB 74LS323Z4B TAB 70
WL365BBB 74LS365AX4B TBB 70
WL365CBB 74LS365AX4B TBB/C 70
WL365FBB 74LS365AX4B TBB/E 70
WL366BBB 74LS366AX4B TBB 70
WL366CBB 74LS366AX4B TBB/C 70
WL367BBB 74LS367AX4B TBB 70
WL367CBB 74LS367AX4B TBB/C 70
WL368BBB 74LS368AX4B TBB 70
WL368CBB 74LS368AX4B TBB/C 70
WL374BBB 74LS374Y4B TBB 70
WL374FBB 74LS374Y4B TBB/E 70
WL377BBB 74LS377Z4B TBB 70
WL378BDB 74LS378Z4B TDB 70
WL379MAB 74LS379Y4B TAB 70
WL502BBB 74LS502X4B TBB 70
WL503BBB 74LS503X4B TBB 70
WL602BBB 74LS602Y4B TBB 70
WL670BBB 74LS670Y4B TBB 70
WL670FBB 74LS670Y4B TBB/E 70
WM000BGE 74F00W4B TGE 8M
WM000CGE 74F00W4B TGE/C 8M
WM000GHE 74F00W4B THE/D 8M
Page 4
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
WM002BEE 74F02X4B TEE 8M
WM002CEE 74F02X4B TEE/C 8M
WM002GFE 74F02X4B TFE/D 8M
WM004BHE 74F04U4B THE 8M
WM004CHE 74F04U4B THE/C 8M
WM004GJE 74F04U4B TJE/D 8M
WM008BGE 74F08W4B TGE 8M
WM008CGE 74F08W4B TGE/C 8M
WM008GHE 74F08W4B THE/D 8M
WM010BCE 74FF10X4B TCE 8M
WM010CCE 74F10X4B TCE/C 8M
WM010GDE 74F10X4B TDE/D 8M
WM011BCE 74F11X4B TCE 8M
WM011CCE 74F11X4B TCE/C 8M
WM011FCE 74F11X4B TCE/E 8M
WM011GDE 74F11X4B TDE/D 8M
WM014BAB 74F14Z4B TAB 8M
WM020BCE 74F20X4B TCE 8M
WM020CBE 74F20X4B TBE/C 8M
WM020GDE 74F20X4B TDE/D 8M
WM032BJE 74F32U4B TJE 8M
WM032CJE 74F32U4B TJE/C 8M
WM032GKE 74F32U4B TKE/D 8M
WM038BBD 74F38Z4B TBD 8M
WM038CBD 74F38Z4B TBD/C 8M
WM038FBD 74F38Z4B TBD/E 8M
WM064BCE 74F64X4B TCE 8M
WM064CCE 74F64X4B TCE/C 8M
WM064GDE 74F64X4B TDE/D 8M
WM074BHG 74F74X4B THG 8M
WM074CFE 74F74Y4B TFE/C 8M
WM074GGE 74F74Y4B TGE/D 8M
WM086BEE 74F86Y4B TEE 8M
WM086CEE 74F86Y4B TEE/C 8M
WM086GFE 74F86Y4B TFE/D 8M
WM132BAB 74F132Z4B TAB 8M
WM138BFG 74F138Y4B TFG 8M
WM138CCE 74F138Z4B TCE/C 8M
WM138GDE 74F138Z4B TDE/D 8M
WM139BEE 74F139Y4B TEE 8M
WM139CEE 74F139Y4B TEE/C 8M
WM139GFE 74F139Y4B TFE/D 8M
WM151BHG 74F151AW4B THG 8M
WM151CGG 74F151AW4B TGG/C 8M
WM151GJG 74F151AW4B TJG/D 8M
WM153BKG 74F153U4B TKG 8M
WM153CKG 74F153U4B TKG/C 8M
WM153GLG 74F153U4B TLG/D 8M
Page 5
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
WM157BJG 74F157AW4B TJG 8M
WM157CJG 74F157AW4B TJG/C 8M
WM157GKG 74F157AW4B TKG/D 8M
WM158BGG 74F158AW4B TGG 8M
WM158CGG 74F158AW4B TGG/C 8M
WM158GHG 74F158AW4B THG/D 8M
WM160BMG 74F160AT4B TMG 8M
WM160CMG 74F160AT4B TMF/C 8M
WM160GNG 74F160AT4B TNG/D 8M
WM161BNG 74F161AT4B TNG 8M
WM161CNG 74F161AT4B TNG/C 8M
WM161GPG 74F161AT4B TPG/D 8M
WM163BMG 74F163AT4B TMG 8M
WM163CMG 74F163AT4B TMG/C 8M
WM163GNG 74F163AT4B TNG/D 8M
WM164BGG 74F164AY4B TGG 8M
WM169BFG 74F169W4B TFG 8M
WM174BHE 74F174X4B THE 8M
WM174CHE 74F174X4B THE/C 8M
WM174GJE 74F174X4B TJE/D 8M
WM175BFG 74F175U4B TFG 8M
WM175CFG 74F175U4B TFG/C 8M
WM175GEE 74F175Y4B TEE/D 8M
WM181BJG 74F181W4B TJG 8M
WM181CJG 74F181W4B TJG/C 8M
WM181FJG 74F181W4B TJG/E 8M
WM182BCG 74F182X4B TCG 8M
WM182CCG 74F182X4B TCG/C 8M
WM182FCG 74F182X4B TCG/E 8M
WM189BEG 74FI89Y4B TEG 8M
WM190bJG 74F190U4B TJG 8M
WM191BJG 74F191U4B TJG 8M
WM192BJG 74F192T4B TJG 8M
WM192CJG 74F192T4B TJG/C 8M
WM193BKG 74F193T4B TKG 8M
WM193CKG 74F193T4B TKG/C 8M
WM194BEE 74F194Y4B TEE 8M
WM194CEE 74F194Y4B TEE/C 8M
WM194FEE 74F194Y4B TEE/E 8M
WM219BDG 74F219Y4B TDG 8M
WM240BHG 74F240T4B THG 8M
WM241BJG 74F241T4B TJG 8M
WM241CJG 74F241T4B TJG/C 8M
WM241GKG 74F241T4B TKG/D 8M
WM243BKG 74F243T4B TKG 8M
WM244BKG 74F244T4B TKG 8M
WM244CKG 74F244T4B TKG/C 8M
WM244GLG 74F244TAB TLG/D 8M
Page 6
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
WM245BNG 74F245T4B TNG 8M
WM245CNG 74F245T4B TNG/C 8M
WM245GPG 74F245T4B TPG/D 8M
WM251BHG 74F251AW4B THG 8M
WM251CGG 74F252AW4B TGG/C 8M
WM251GJG 74F251AW4B TJG/D 8M
WM253BKG 74F253U4B TKG 8M
WM253CKG 74F253U4B TKG/C 8M
WM253GLG 74F253U4B TLG/D 8M
WM257BKG 74F257AW4B TKG 8M
WM257CHG 74F257AX4B THG/C 8M
WM257GJG 74F257AX4B TJG/D 8M
WM258BHG 74F257AW4B THG 8M
WM258CFG 74F258AX4B TFG/C 8M
WM258GGG 74F258AX4B TGG/D 8M
WM273BCB 74F273Y4B TCB 8M
WM280BKG 74F280U4B TKG 8M
WM280CKG 74F280U4B TKG/C 8M
WM280GLG 74F280U4B TLG/D 8M
WM283BGG 74F283Y4B TGG 8M
WM283CGG 74F283Y4B TGG/C 8M
WM283GHG 74F283Y4B THG/D 8M
WM299BHB 74F299W4B THB 8M
WM322BFG 74F322Y4B TFG 8M
WM323BGB 74F323W4B TGB 8M
WM365BDD 74F365Z4B TDD 8M
WM365CCD 74F365Z4B TCD/C 8M
WM373BPG 74F373T4B TPG 8M
WM373CPG 74F373T4B TPG/C 8M
WM373GRG 74F373T4B TRG/D 8M
WM374BQG 74F374S4B TQG 8M
WM377BCB 74F377Y4B TCB 8M
WM378BGE 74F378X4B TGE 8M
WM379BFE 74F379X4B TFE 8M
WM398BFG 74F398U4B TFG 8M
WM398CCE 74F398Y4B TCE/C 8M
WM398GEE 74F398Y4B TEE/D 8M
WM399BFG 74F399U4B TFG 8M
WM399CCE 74F399Y4B TCE/C 8M
WM399GEE 74F399Y4B TEE/D 8M
WM402BDD 74F402Z4B TDD 8M
WM407BBD 74F407Y4B TBD 8M
WM410BDG 74F410Y4B TDG 8M
WM413BHD 74F413Z4B THD 8M
WM521BFG 74F521Y4B TFG 8M
WM521CDG 74F521Y4B TDG/C 8M
WM521GEG 74F521Y4B TEG/D 8M
WM533BKG 74F533T4B TKG 8M
Page 7
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
WM533CKG 74F533T4B TKG/C 8M
WM534BLG 74F534S4B TLG 8M
WM534CLG 74F534S4B TLG/C 8M
WM540BDG 74F540Y4B TDG 8M
WM540CCG 74F540Y4B TCG/D 8M
WM544BGG 74F544Y4B TGG 8M
WM545BJG 74F545T4B TJG 8M
WM545CJG 74F545T4B TJG/C 8M
WM563BGG 74F563W4B TGG 8M
WM563CGG 74F563W4B TGG/C 8M
WM564BGG 74F564T4B TGG 8M
WM573BGG 74F573W4B TGG 8M
WM573CGG 74F573W4B TGG/C 8M
WM574BGG 74F574W4B TGG 8M
WM646BDB 74F646X4B TDB 8M
WM648BDB 74F648X4B TDB 8M
WM651BDB 74F651X4B TDB 8M
WM652BDB 74F652X4B TDB 8M
WM657BCD 74F657Z4B TCD 8M
WM676BDG 74F676Z4B TDG 8M
WM821BDG 74F821Y4B TDG 8M
WM823BGG 74F823Y4B TGG 8M
WM825BFG 74F825Y4B TFG 8M
WM827BDG 74F827Y4B TDG 8M
WN002CAA 7402X4B TAA/C 8T
WN009CBA 7409W4B TBA/C 8T
WN010CBA 7410U4B TBA/C 8T
WN020BHA 7420X4B THA 8T
WN020CGA 7420X4B TGA/C 8T
WN020CHA 7420X4B THA/C 8T
WN040CDA 7440X4B TDA/C 8T
WN040FCA 7440X4B TCA/E 8T
WN083BDA 7483AV4B TDA 8T
WN083CDA 7483AV4B TDA/C 8T
WN151BCA 74151AX4B TCA 8T
WN151CCA 74151AX4B TCA/C 8T
WN175CDA 74175Z4B TDA/C 8T
WN298BEA 74298W4B TEA 8T
WTF10CBA 54LF10B4B TBA/C 8T
WTF10GBA 54LF10B4B TBA/D 8T
W2241BAG 74F2241T4B TAG 8M
W2243BCG 74F2243T4B TCG 8M
W2244BAG 74F2244T4B TAG 8M
100301 ZBC3021T 100301Z4B TBC 8K
100301 ZBC3025T 100301Z4B TBC/E 8K
100302 ZBC3021T 100302Z4B TBC 8K
100302 ZBC3025T 100302Z4B TBC/E 8K
100304 YDC3021T 100304Y4B TDC 8K
Page 8
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
100304 YDC3025T 100304Y4B TDC/E 8K
100307 YCC3021T 100307Y4B TCC 8K
100307 YCC3025T 100307Y4B TCC/E 8K
100310 YAC3021T 100310Y4B TAC 8K
100310 YAC3025T 100310Y4B TAC/E 8K
100311 YAC3021T 100311Y4B TAC 8K
100311 YAC3025T 100311Y4B TAC/E 8K
100313 ZAC3021T 100313Z4B TAC 8K
100313 ZAC3025T 100313Z4B TAC/E 8K
100314 ZBC3021T 100314Z4B TBC 8K
100314 ZBC3025T 100314Z4B TBC/E 8K
100315 ZAC3021T 100315Z4B TAC 8K
100315 ZAC3025T 100315Z4B TAC/E 8K
100316 ZDC3021T 100316Z4B TDC 8K
100316 ZDC3025T 100316Z4B TDC/E 8K
100319 ZCC3021T 100319Z4B TCC 8K
100319 ZCC3025T 100319Z4B TCC/E 8K
100321 ZAC3021T 100321Z4B TAC 8K
100321 ZAC3025T 100321Z4B TAC/E 8K
100322 ZAC3021T 100322Z4B TAC 8K
100322 ZAC3025T 100322Z4B TAC/E 8K
100323 ZDC3021T 100323Z4B TDC 8K
100323 ZDC3025T 100323Z4B TDC/E 8K
100324 ZAC3021T 100324Z4B TAC 8K
100324 ZAC3025T 100324Z4B TAC/E 8K
100325 ZBC3021T 100325Z4B TBC 8K
100325 ZBC3025T 100325Z4B TBC/E 8K
100328 ZBC3021T 100328Z4B TBC 8K
100328 ZBC3025T 100328Z4B TBC/E 8K
100329 ZCC3021T 100329Z4B TCC 8K
100329 ZCC3025T 100329Z4B TCC/E 8K
100331 YCC3021T 100331Y4B TCC 8K
100331 YCC3025T 100331Y4B TCC/E 8K
100336 YEC3021T 100336Y4B TEC 8K
100336 YEC3025T 100336Y4B TEC/E 8K
100336 YFC3021T 100336Y4B TFC 8K
100336 YFC3025T 100336Y4B TFC/E 8K
100341 ZCC3021T 100341Z4B TCC 8K
100341 ZCC3025T 100341Z4B TCC/E 8K
100343 ZBC3021T 100343Z4B TBC 8K
100343 ZBC3025T 100343Z4B TBC/E 8K
100344 ZAC3021T 100344Z4B TAC 8K
100344 ZAC3025T 100344Z4B TAC/E 8K
100350 YFC3021T 100350Y4B TFC 8K
100350 YFC3025T 100350Y4B TFC/E 8K
100351 YEC3021T 100351Y4B TEC 8K
100351 YEC3025T 100351Y4B TEC/E 8K
100351 YFC3021T 100351Y4B TFC 8K
Page 9
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
100351 YGC3024T 100351Y4B TGC/D 8K
100352 ZAC3021T 100352Z4B TAC 8K
100352 ZAC3025T 100352Z4B TAC/E 8K
100353 ZBC3021T 100353Z4B TBC 8K
100353 ZBC3025T 100353Z4B TBC/E 8K
100354 ZAC3021T 100354Z4B TAC 8K
100354 ZAC3025T 100354Z4B TAC/E 8K
100355 ZAC3021T 100355Z4B TAC 8K
100355 ZAC3025T 100355Z4B TAC/E 8K
100360 ZAC3021T 100360Z4B TAC 8K
100360 ZAC3025T 100360Z4B TAC/E 8K
100363 ZAC3021T 100363Z4B TAC 8K
100363 ZAC3025T 100363Z4B TACE 8K
100364 ZAC3021T 100364Z4B TAC 8K
100364 ZAC3025T 100364Z4B TAC/E 8K
100370 YCC3021T 100370Y4B TCC 8K
100371 ZCC3021T 100371Z4B TCC 8K
100371 ZCC3025T 100371Z4B TCC/E 8K
100390 YDC3021T 100390Y4B TDC 8K
100390 YDC3025T 100390Y4B TDC/E 8K
100391 ZAC3021T 100391Z4B TAC 8K
100393 ZBC3021T 100393Z4B TBC 8K
100393 ZCC3021T 100393Z4B TCC 8K
100395 ZBC3021T 100395Z4B TBC 8K
100395 ZCC3021T 100395Z4B TCC 8K
100397 ZAC3021T 100397Z4B TAC 8K
100398 ZAC3021T 100398Z4B TAC 8K
1305 WBB3021T 1305W4B TBB 8T
1306 WDB3021T 1306W4B TDB 8T
54LF00 EBB3021T 54LF00E4B TBB 8T
54LF00 EBB3023T 54LF00E4B TBB/C 8T
54LF00 EBB3024T 54LF00E4B TBB/D 8T
54LSR00 DBB3023T 54LS400D4B TBB/C 70
54LSR00 DBB3024T 54LS400D4B TBB/D 70
54LSR03 DBB3023T 54LSR03D4B TBB/C 70
54LSR03 DBB3024T 54LSR03D4B TBB/D 70
54LSR04 BBB3024T 54LSR04B4B TBB/D 70
54LSR05 BBB3023T 54LSR05B4B TBB/C 70
54LSR05 BBB3024T 54LS405B4B TBB/D 70
54LSR10 CBB3023T 54LSR10C4B TBB/C 70
54LSR10 CBB3024T 54LSR10C4B TBB/D 70
54LSR11 DBB3023T 54LSR11D4B TBB/C 70
54LSR11 DBB3024T 54LSR11D4B TBB/D 70
54LSR138 BBB3024T 54LSR138B4B TBB/D 70
54LSR139 BBB3024T 54LSR139B4B TBB/D 70
54LSR153 DBB3024T 54LSR153D4B TBB/D 70
54LSR154 BBB3021T 54LSR154B4B TBB 70
54LSR154 BBB3025T 54LSR154B4B TBB/E 70
Page 10
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
54LSR157 CBB3024T 54LSR157C4B TBB/D 70
54LSR158 CBB3024T 54LSR158C4B TBB/D 70
54LSR161 CBB3023T 54LSR161C4B TBB/C 70
54LSR161 CBB3025T 54LSR161C4B TBB/E 70
54LSR164 BBB3023T 54LSR164C4B TBB/C 70
54LSR164 BBB3024T 54LSR164C4B TBB/D 70
54LSR169 CBB3021T 54LSR169C4B TBB/C 70
54LSR191 BBB3021T 54LSR191B4B TBB 70
54LSR21 DBB3024T 54LSR21D4B TBB/D 70
54LSR251 DBB3021T 54LSR251D4B TBB 70
54LSR251 DBB3023T 54LSR251D4B TBB/C 70
54LSR251 DBB3024T 54LSR251D4B TBB/D 70
54LSR257 CBB3024T 54LSR257C4B TBB/D 70
54LSR27 BBB3023T 54LSR27B4B TBB/C 70
54LSR27 BBB3024T 54LSR27B4B TBB/D 70
54LSR30 CBB3023T 54LSR30C4B TBB/C 70
54LSR30 CBB3024T 54LSR30C4B TBB/D 70
54LSR373 BBB3021T 54LSR373B4B TBB 70
54LSR38 BBB3023T 54LSR38B4B TBB/C 70
54LSR42 BBB3023T 54LSR42B4B TBB/C 70
54LSR42 BBB3024T 54LSR42B4B TBB/D 70
54LSR670 BBB3023T 54LSR670B4B TBB/C 70
54LSR73 DBB3021T 54LSR73D4B TBB 70
54LSR73 DBB3025T 54LSR73D4B TBB/E 70
54LSR86 BBB3021T 54LSR86B4B TBB 70
54LSR86 BBB3023T 54LSR86B4B TBB/C 70
54LSR86 BBB3024T 54LSR86B4B TBB/D 70
54L00 ECB3021T 54L00E4B TCB 8T
54L00 ECB3023T 54L00E4B TCB/C 8T
54L00 ECB3024T 54L00E4B TCB/D 8T
54L04 BBB3021T 54L04B4B TBB 8T
54L04 BBB3023T 54L04B4B TBB/C 8T
54L04 BCB3024T 54L04B4B TCB/D 8T
5406 BBB3021T 5406B4B TBB 8T
5406 BBB3023T 5406B4B TBB/C 8T
5406 BBB3024T 5406B4B TBB/D 8T
5407 BBB3021T 5407B4B TBB 8T
5407 BBB3023T 5407B4B TBB/C 8T
5407 BBB3024T 5407B4B TBB/D 8T
5414 ABB3021T 5414A4B TBB 8T
5414 ABB3023T 5414A4B TBB/C 8T
54161 CBB3021T 54161C4B TBB 8T
54161 CBB3023T 54161C4B TBB/C 8T
54161 CBB3024T 54161C4B TBB/D 8T
54180 ABB3021T 54180A4B TBB 8T
54180 ABB3023T 54180A4B TBB/C 8T
54194 ABB3021T 54194A4B TBB 8T
54194 ABB3023T 54194A4B TBB/C 8T
Page 11
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
5438 ABB3021T 5438A4B TBB 8T
5438 ABB3023T 5438A4B TBB/C 8T
5438 ABB3024T 5438A4B TBB/D 8T
74ABT16244 ZAA3021B 74ABT16244Z6B BAA 6R
74ABT16245 ZAA3021B 74ABT16245Z6B BAA 6R
74ABT16373 ZAA3021B 74ABT16373Z6B BAA 6R
74ABT16374 ZAA3021B 74ABT16374Z6B BAA 6R
74ABT16500 ZAA3021B 74ABT16500Z6B BAA 6R
74ABT16646 ZAA3021B 74ABT16646Z6B BAA 6R
74ABT2240 YAB3021B 74ABT2240Y6B BAB 6R
74ABT2244 YCB3021B 74ABT2244Y6B BCB 6R
74ABT22952 ZCB3021B 74ABT22952Z6B BCB 6R
74ABT240 YAA3021B 74ABT240Y6B BAA 6R
74ABT240 YAB3021B 74ABT240Y6B BAB 6R
74ABT241 YAA3021B 74ABT241Y6B BAA 6R
74ABT241 YAB3021B 74ABT241Y6B BAB 6R
74ABT244 YCB3021B 74ABT244Y6B BCB 6R
74ABT244 ZBA3021B 74ABT244Y6B BBA 6R
74ABT244 ZBA3024B 74ABT244Y6B BBA/D 6R
74ABT245 ZCA3021B 74ABT245Z6B BCA 6R
74ABT245 ZCA3024B 74ABT245Z6B BCA/D 6R
74ABT245 ZCB3021B 74ABT245Z6B BCB 6R
74ABT273 ZAA3021B 74ABT273Z6B BAA 6R
74ABT2952 ZDB3021B 74ABT2952Z6B BDB 6R
74ABT373 ZAA3021B 74ABT373Z6B BAA 6R
74ABT373 ZAA3024B 74ABT373Z6B BAA/D 6R
74ABT374 ZAA3021B 74ABT374Z6B BAA 6R
74ABT374 ZAA3024B 74ABT3724Z6B BAA/D 6R
74ABT377 ZAA3021B 74ABT377Z6B BAA 6R
74ABT541 ZAA3021B 74ABT541Z6B BAA 6R
74ABT541 ZAB3021B 74ABT541Z6B BAA 6R
74ABT543 ZAA3021B 74ABT543Z6B BAA 6R
74ABT543 ZAA3024B 74ABT543Z6B BAA/D 6R
74ABT573 ZAA3021B 74ABT573Z6B BAA 6R
74ABT574 ZAA3021B 74ABT574Z6B BAA 6R
74ABT646 ZCA3021B 74ABT646Z6B BCA 6R
74ABT646 ZCA3024B 74ABT646Z6B BCA/D 6R
74ABT646 ZCB3021B 74ABT646Z6B BCB 6R
74ABT652 ZCA3021B 74ABT652Z6B BCA 6R
74ABT652 ZCB3021B 74ABT652Z6B BCB 6R
74ABT899 ZAB3021B 74ABT899Z6B BAB 6R
74ACQ240 TDA3021B 74ACQ240T6B BDA 8J
74ACQ240 TDD3025C 74ACQ240T5B CDD/E 8J
74ACQ241 TCA3021B 74ACQ241T6B BCA 8J
74ACQ244 TCA3021B 74ACQ244T6B BCA 8J
74ACQ244 TCA3023B 74ACQ244T6B BCA/C 8J
74ACQ244 TCD3025C 74ACQ244T5B CCD/E 8J
74ACQ245 TCA3021B 74ACQ245T6B BCA 8J
Page 12
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74ACQ245 TCD3025C 74ACQ245T5B CCD/E 8J
74ACQ373 TCA3021B 74ACQ373T6B BCA 8J
74ACQ374 TCA3021B 74ACQ374T6B BCA 8J
74ACQ374 TCA3025B 74ACQ374T6B BCA/E 8J
74ACQ374 TCD3025C 74ACQ374T5B CCD/E 8J
74ACQ573 TBA3021B 74ACQ573TBA BBA 8J
74ACQ574 TBA3021B 74ACQ574TBA BBA 8J
74ACTQ02 ZAA3021B 74ACTQ02Z6B BAA 8J
74ACTQ02 ZAD3025C 74ACTQ02Z5B CAD/E 8J
74ACTQ04 ZAA3021B 74ACTQ04Z6B BAA 8J
74ACTQ04 ZAA3025B 74ACTQ04Z6B BAA/E 8J
74ACTQ08 ZAA3021B 74ACTQ08Z6B BAA 8J
74ACTQ08 ZAD3025C 74ACTQ08Z5B CAD/E 8J
74ACTQ10 ZBA3021B 74ACTQ10Z6B BBA 8J
74ACTQ10 ZBA3025B 74ACTQ10Z6B BBA/E 8J
74ACTQ100 ZAD3021C 74ACTQ100Z5B CAD 5Y
74ACTQ14 ZAA3021B 74ACTQ14Z6B BAA 8J
74ACTQ14 ZAD3025C 74ACTQ14Z5B CAD/E 8J
74ACTQ16240 YDA3021B 74ACTQ16240Y6B BDA 8J
74ACTQ16244 ZCA3021B 74ACTQ16244Z6B BCA 8J
74ACTQ16244 ZCA3025B 74ACTQ16244Z6B BCA/E 8J
74ACTQ16245 ZCA3021B 74ACTQ16245Z6B BCA 8J
74ACTQ16245 ZCA3025B 74ACTQ16245Z6B BCA/E 8J
74ACTQ16373 ZBA3021B 74ACTQ16373Z6B BBA 8J
74ACTQ16374 ZBA3021B 74ACTQ16374Z6B BBA 8J
74ACTQ16374 ZBA3025B 74ACTQ16374Z6B BBA/E 8J
74ACTQ16540 ZCA3021B 74ACTQ16540Z6B BCA 8J
74ACTQ16541 ZBA3021B 74ACTQ16541Z6B BBA 8J
74ACTQ16646 ZDA3021B 74ACTQ16646Z6B BDA 8J
74ACTQ240 TCA3021B 74ACTQ240T6B BCA 8J
74ACTQ241 TCA3021B 74ACTQ241T6B BCA 8J
74ACTQ244 TDA3021B 74ACTQ244T6B BDA 8J
74ACTQ244 TDA3025B 74ACTQ244T6B BDA/E 8J
74ACTQ244 TDD3025C 74ACTQ244T5B CDD/E 8J
74ACTQ245 TCA3021B 74ACTQ245T6B BCA 8J
74ACTQ245 TCA3025B 74ACTQ245T6B BCA/E 8J
74ACTQ273 ZAA3021B 74ACTQ273Z6B BAA 8J
74ACTQ273 ZAA3025B 74ACTQ273Z6B BAA/E 8J
74ACTQ283 ZAA3021B 74ACTQ283Z6B BAA 8J
74ACTQ32 ZAA3021B 74ACTQ32Z6B BAA 8J
74ACTQ32 ZAD3025C 74ACTQ32Z5B CAD/E 8J
74ACTQ373 TCA3021B 74ACTQ373T6B BCA 8J
74ACTQ373 TCD3025C 74ACTQ373T5B CCD/E 8J
74ACTQ374 TCA3021B 74ACTQ374T6B BCA 8J
74ACTQ374 TCD3025C 74ACTQ374T5B CCD/E 8J
74ACTQ377 ZBA3021B 74ACTQ377Z6B BBA 8J
74ACTQ533 TAA3021B 74ACTQ533T6B BAA 8J
74ACTQ541 YBA3021B 74ACTQ541Y6B BBA 8J
Page 13
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74ACTQ543 ZAA3021B 74ACTQ543Z6B BAA 8J
74ACTQ544 ZAA3021B 74ACTQ544Z6B BAA 8J
74ACTQ573 TAA3021B 74ACTQ573T6B BAA 8J
74ACTQ574 TBA3021B 74ACTQ574T6B BBA 8J
74ACTQ646 YCA3021B 74ACTQ646Y6B BCA 8J
74ACTQ646 YCA3025B 74ACTQ646Y6B BCA/E 8J
74ACTQ652 ZAA3021B 74ACTQ652Z6B BAA 8J
74ACTQ657 ZAA3021B 74ACTQ657Z6B BAA 8J
74ACTQ715 ZAA3021B 74ACTQ715Z6B BAA 8J
74ACTQ715A ZBA3021B 74ACTQ715AZ6B BBA 8J
74ACTQ821 ZAA3021B 74ACTQ821Z6B BAA 8J
74ACTQ827 ZAA3021B 74ACTQ827Z6B BAA 8J
74ACTQ841 ZAA3021B 74ACTQ841Z6B BAA 8J
74ACTQ899 ZAA3021B 74ACTQ899Z6B BAA 8J
74ACTQ899 ZAA3025B 74ACTQ899Z6B BAA/E 8J
74ACT00 TCF3021C 74ACT00T5B CCF 8C
74ACT00 TCF3023C 74ACT00T5B CCF/C 8C
74ACT00 TCF3024C 74ACT00T5B CCF/D 8C
74ACT109 WBF3021C 74ACT109W5B CBF 8C
74ACT109 WBF3025C 74ACT109W5B CBF/E 8C
74ACT112 XAF3021C 74ACT112X5B CAF 8C
74ACT112 XAF3024C 74ACT112X5B CAF/D 8C
74ACT138 XDF3021C 74ACT138X5B CDF 8C
74ACT138 XDF3023C 74ACT138X5B CDF/C 8C
74ACT138 XDF3024C 74ACT138X5B CDF/D 8C
74ACT139 XDF3021C 74ACT139X5B CDF 8C
74ACT151 XBF3021C 74ACT151X5B CBF 8C
74ACT151 XBF3023C 74ACT151X5B CBF/C 8C
74ACT151 XBF3024C 74ACT151X5B CBF/D 8C
74ACT152 YEF3021C 74ACT153Y5B CEF 8C
74ACT157 XDF3021C 74ACT157X5B CDF 8C
74ACT157 XDF3025C 74ACT157X5B CDF/E 8C
74ACT158 XDF3021C 74ACT158X5B CDF 8C
74ACT161 ZBF3021C 74ACT161Z5B CBF 8C
74ACT163 ZBF3021C 74ACT163Z5B CBF 8C
74ACT163 ZBF3025C 74ACT163Z5B CBF/E 8C
74ACT169 YAF3021C 74ACT169Y5B CAF 8C
74ACT169 YAF3025C 74ACT169Y5B CAF/E 8C
74ACT174 WBF3021C 74ACT174W5B CBF 8C
74ACT174 WBF3025C 74ACT174W5B CBF/E 8C
74ACT175 ZBF3021C 74ACT175Z5B CBF 8C
74ACT175 ZBF3025C 74ACT175Z5B CBF/E 8C
74ACT240 WEF3021C 74ACT240W5B CEF 8C
74ACT240 WEF3023C 74ACT240W5B CEF/C 8C
74ACT240 WEF3024C 74ACT240W5B CEF/D 8C
74ACT241 WCF3021C 74ACT241W5B CCF 8C
74ACT241 WEF3025C 74ACT241W5B CEF/E 8C
74ACT244 WEF3021C 74ACT244W5B CEF 8C
Page 14
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74ACT244 WEF3023C 74ACT244W5B CEF/C 8C
74ACT244 WEF3024C 74ACT244W5B CEF/D 8C
74ACT245 VEF3021C 74ACT245V5B CEF 8C
74ACT245 VEF3023C 74ACT245V5B CEF/C 8C
74ACT245 VEF3024C 74ACT245V5B CEF/D 8C
74ACT251 XBF3021C 74ACT251X5B CBF 8C
74ACT253 YBF3021C 74ACT253Y5B CBF 8C
74ACT257 XBF3021C 74ACT257X5B CBF 8C
74ACT258 XBF3021C 74ACT258X5B CBF 8C
74ACT299 XBF3021C 74ACT299X5B CBF 8C
74ACT299 XBF3025C 74ACT299X5B CBF/E 8C
74ACT323 XBF3021C 74ACT323X5B CBF 8C
74ACT373 WEF3021C 74ACT373W5B CEF 8C
74ACT374 WEF3021C 74ACT374W5B CEF 8C
74ACT374 WEF3024C 74ACT374W5B CEF/D 8C
74ACT377 ZBF3021C 74ACT377Z5B CBF 8C
74ACT377 ZBF3023C 74ACT377Z5B CBF/C 8C
74ACT377 ZBF3024C 74ACT377Z5B CBF/D 8C
74ACT399 ZBF3021C 74ACT399Z5B CBF 8C
74ACT520 XBF3021C 74ACT520X5B CBF 8C
74ACT521 XAD3025C 74ACT521X5B CAD/E 8C
74ACT521 XBF3021C 74ACT521X5B CBF 8C
74ACT534 WCF3021C 74ACT534W5B CCF 8C
74ACT563 XEF3021C 74ACT563X5B CEF 8C
74ACT564 XEF3021C 74ACT564X5B CEF 8C
74ACT573 XEF3021C 74ACT573X5B CEF 8C
74ACT573 XEF3025C 74ACT573X5B CEF/E 8C
74ACT574 XEF3021C 74ACT574X5B CEF 8C
74ACT574 XEF3023C 74ACT574X5B CEF/C 8C
74ACT574 XEF3024C 74ACT574X5B CEF/D 8C
74ACT74 WCE3024C 74ACT74W5B CCE/D 8C
74ACT74 WCF3021C 74ACT74W5B CCF 8C
74ACT74 WCF3023C 74ACT74W5B CCF/C 8C
74ACT74 WCF3024C 74ACT74W5B CCF/D 8C
74ACT818 ZCF3021C 74ACT818Z5B CCF 8C
74ACT821 ZCF3021C 74ACT821Z5B CCF 8C
74ACT823 ZCF3021C 74ACT823Z5B CCF 8C
74ACT825 ZCF3021C 74ACT825Z5B CCF 8C
74ACT825 ZCF3025C 74ACT825Z5B CCF/E 8C
74AC00 VCF3021C 74AC00V5B CCF 8C
74AC00 VCF3023C 74AC00V5B CCF/C 8C
74AC00 VCF3024C 74AC00V5B CCF/D 8C
74AC02 VCF3021C 74AC02V5B CCF 8C
74AC02 VCF3023C 74AC02V5B CCF/C 8C
74AC02 VCF3024C 74AC02V5B CCF/D 8C
74AC04 YCF3021C 74AC04Y5B CCF 8C
74AC04 YCF3023C 74AC04Y5B CCF/C 8C
74AC04 YCF3024C 74AC04Y5B CCF/D 8C
Page 15
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74AC05 YCF3021C 74AC05Y5B CCF 8C
74AC05 YCF3023C 74AC05Y5B CCF/C 8C
74AC05 YCF3024C 74AC05Y5B CCF/D 8C
74AC08 YCF3021C 74AC08Y5B CCF 8C
74AC08 YCF3023C 74AC08Y5B CCF/C 8C
74AC08 YCF3024C 74AC08Y5B CCF/D 8C
74AC10 YCF3021C 74AC10Y5B CCF 8C
74AC10 YCF3023C 74AC10Y5B CCF/C 8C
74AC10 YCF3024C 74AC10Y5B CCF/D 8C
74AC109 WEF3021C 74AC109W5B CEF 8C
74AC109 WEF3023C 74AC109W5B CEF/C 8C
74AC109 WEF3024C 74AC109W5B CEF/D 8C
74AC11 YCF3021C 74AC11Y5B CCF 8C
74AC11 YCF3023C 74AC11Y5B CCF/C 8C
74AC11 YCF3024C 74AC11Y5B CCF/D 8C
74AC125 XBF3023C 74AC125X5B CBF/C 8C
74AC125 XBF3024C 74AC125X5B CBF/D 8C
74AC138 XDF3021C 74AC138X5B CDF 8C
74AC138 XDF3023C 74AC138X5B CDF/C 8C
74AC138 XDF3024C 74AC138X5B CDF/D 8C
74AC139 XDF3021C 74AC139X5B CDF 8C
74AC139 XDF3023C 74AC139X5B CDF/C 8C
74AC139 XDF3024C 74AC139X5B CDF/D 8C
74AC14 YCF3021C 74AC14Y5B CCF 8C
74AC14 YCF3023C 74AC14Y5B CCF/C 8C
74AC14 YCF3024C 74AC14Y5B CCF/D 8C
74AC151 YCF3021C 74AC151Y5B CCF 8C
74AC151 YCF3023C 74AC151Y5B CCFC 8C
74AC151 YCF3024C 74AC151Y5B CCF/D 8C
74AC153 YDF3021C 74AC153Y5B CDF 8C
74AC153 YDF3023C 74AC153Y5B CDF/C 8C
74AC153 YDF3024C 74AC153Y5B CDF/D 8C
74AC157 YDF3021C 74AC157Y5B CDF 8C
74AC157 YDF3023C 74AC157Y5B CDF/C 8C
74AC157 YDF3024C 74AC157Y5B CDF/D 8C
74AC158 YDF3021C 74AC158Y5B CCF 8C
74AC161 ZBF3021C 74AC161Z5B CBF 8C
74AC161 ZBF3023C 74AC161Z5B CBF/C 8C
74AC161 ZBF3024C 74AC161Z5B CBF/D 8C
74AC163 ZBF3021C 74AC163Z5B CBF 8C
74AC163 ZBF3023C 74AC163Z5B CBF/C 8C
74AC163 ZBF3024C 74AC163Z5B CBF/D 8C
74AC169 ZBF3021C 74AC169Z5B CBF 8C
74AC169 ZBF3025C 74AC169Z5B CBF/E 8C
74AC174 XCF3021C 74AC174X5B CCF 8C
74AC174 XCF3023C 74AC174X5B CCF/C 8C
74AC174 XCF3024C 74AC174X5B CCF/D 8C
74AC175 ZBF3021C 74AC175Z5B CBF 8C
Page 16
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74AC175 ZBF3025C 74AC175Z5B CBF/E 8C
74AC191 ZBF3021C 74AC191Z5B CBF 8C
74AC191 ZBF3023C 74AC191Z5B CBF/C 8C
74AC191 ZBF3024C 74AC191Z5B CBF/D 8C
74AC20 XBF3021C 74AC20X5B CBF 8C
74AC20 XBF3023C 74AC20X5B CBF/C 8C
74AC20 XBF3024C 74AC20X5B CBF/D 8C
74AC240 WEF3021C 74AC240W5B CEF 8C
74AC240 WEF3023C 74AC240W5B CEF/C 8C
74AC240 WEF3024C 74AC240W5B CEF/D 8C
74AC241 WEF3021C 74AC241W5B CEF 8C
74AC241 WEF3023C 74AC241W5B CEF/C 8C
74AC241 WEF3024C 74AC241W5B CEF/D 8C
74AC244 WEF3021C 74AC244W5B CEF 8C
74AC244 WEF3023C 74AC244W5B CEF/C 8C
74AC244 WEF3024C 74AC244W5B CEF/D 8C
74AC245 VFF3021C 74AC245V5B CFF 8C
74AC245 VFF3023C 74AC245V5B CFF/C 8C
74AC245 VFF3024C 74AC245V5B CFF/D 8C
74AC251 YBF3021C 74AC251Y5B CBF 8C
74AC251 YBF3025C 74AC251Y5B CBF/E 8C
74AC2525 ZCF3021C 74AC2525Z5B CCF 8C
74AC2525 ZCF3025C 74AC2525Z5B CCF/E 8C
74AC2526 ZBE3024C 74AC2526Z5B CBE/D 8C
74AC253 YCF3021C 74AC253Y5B CCF 8C
74AC253 YCF3025C 74AC253Y5B CCF/E 8C
74AC257 XEF3021C 74AC257X5B CEF 8C
74AC257 XEF3023C 74AC257X5B CEF/C 8C
74AC257 XEF3024C 74AC257X5B CEF/D 8C
74AC258 XDF3021C 74AC258X5B CDF 8C
74AC273 ZBF3021C 74AC273Z5B CBF 8C
74AC273 ZBF3023C 74AC273Z5B CBF/C 8C
74AC273 ZBF3024C 74AC273Z5B CBF/D 8C
74AC280 ZAF3021C 74AC280Z5B CAF 8C
74AC280 ZAF3025C 74AC280Z5B CAF/E 8C
74AC299 XDF3021C 74AC299X5B CDF 8C
74AC299 XDF3023C 74AC299X5B CDF/C 8C
74AC299 XDF3024C 74AC299X5B CDF/C 8C
74AC32 YCF3021C 74AC32Y5B CCF 8C
74AC32 YCF3023C 74AC32Y5B CCF/C 8C
74AC32 YCF3024C 74AC32Y5B CCF/D 8C
74AC32 YCF3025C 74AC32Y5B CCF/E 8C
74AC373 WFF3021C 74AC373W5B CFF 8C
74AC373 WFF3023C 74AC373W5B CFF/C 8C
74AC373 WFF3024C 74AC373W5B CFF/D 8C
74AC374 WEF3021C 74AC374W5B CEF 8C
74AC374 WEF3023C 74AC374W5B CEF/C 8C
74AC374 WEF3024C 74AC374W5B CEF/D 8C
Page 17
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74AC377 ZBF3021C 74AC377Z5B CBF 8C
74AC377 ZBF3023C 74AC377Z5B CBF/C 8C
74AC377 ZBF3024C 74AC377Z5B CBF/D 8C
74AC378 WBF3021C 74AC378W5B CBF 8C
74AC379 ZBF3021C 74AC399Z5B CBF 8C
74AC520 XDF3021C 74AC520X5B CDF 8C
74AC520 XDF3023C 74AC520X5B CDF/C 8C
74AC520 XDF3024C 74AC520X5B CDF/D 8C
74AC521 XDF3021C 74AC521X5B CDF 8C
74AC521 XDF3023C 74AC521X5B CDF/C 8C
74AC521 XDF3024C 74AC521X5B CDF/D 8C
74AC521 XDF3025C 74AC521X5B CDF/E 8C
74AC540 ZBF3021C 74AC540Z5B CBF 8C
74AC540 ZBF3025C 74AC540Z5B CBF/E 8C
74AC541 ZBF3021C 74AC541Z5B CBF 8C
74AC541 ZBF3023C 74AC541Z5B CBF/C 8C
74AC541 ZBF3024C 74AC541Z5B CBF/D 8C
74AC574 XEF3021C 74AC574X5B CEF 8C
74AC574 XEF3023C 74AC574X5B CEF/C 8C
74AC574 XEF3024C 74AC574X5B CEF/D 8C
74AC646 XDF3021C 74AC646X5B CDF 8C
74AC646 XDF3023C 74AC646X5B CDF/C 8C
74AC708 ZAF3021C 74AC708Z5B CAF 8C
74AC74 WEF3021C 74AC74W5B CEF 8C
74AC74 WEF3023C 74AC74W5B CEF/C 8C
74AC74 WEF3024C 74AC74W5B CEF/D 8C
74AC821 ZCF3021C 74AC821Z5B CCF 8C
74AC86 YCF3021C 74AC86Y5B CCF 8C
74AC86 YCF3023C 74AC86Y5B CCF/C 8C
74AC86 YCF3024C 74AC86Y5B CCF/D 8C
74FCT240 YAA3021B 74FCT240Y6B BAA 8J
74FCT240 YAD3025C 74FCT240Y5B CAD/E 8J
74FCT241 ZAD3021C 74FCT241Z5B CAD 8J
74FCT244 ZAA3021B 74FCT244Z6B BAA 8J
74FCT244 ZAA3025B 74FCT244Z6B BAA/E 8J
74FCT245 TDA3021B 74FCT245T6B BDA 8J
74FCT273 ZAA3021B 74FCT27376B BAA 8J
74FCT373 ZAA3021B 74FCT37376B BAA 8J
74FCT374 ZAA3021B 74FCT374Z6B BAA 8J
74FCT377 ZAA3021B 74FCT377Z6B BAA 8J
74FCT533 ZAA3021B 74FCT533Z6B BAA 8J
74FCT540 ZAA3021B 74FCT540Z6B BAA 8J
74FCT541 ZAA3021B 74FCT541Z6B BAA 8J
74FCT573 ZAA3021B 74FCT573Z6B BAA 8J
74FCT574 ZAA3021B 74FCT574Z6B BAA 8J
74FCT574 ZAAA3025B 74FCT574Z6B BAA/E 8J
74F1061 ZAG3021T 74F1061Z4B TAG 8M
74F109 XGG3021T 74F109X4B TGG 8M
Page 18
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74F109 XGG3024T 74F109X4B TGG/D 8M
74F109 XGG3025T 74F109X4B TGG/E 8M
74F109 XHG3023T 74F109X4B THG/C 8M
74F109 XHG3024T 74F109X4B THG/H 8M
74F132 ZAB3025T 74F132Z4B TAB/E 8M
74F175 UFG3025T 74F175U4B TFG/E 8M
74F240 THG3025T 74F240T4B THG/E 8M
74F243 TKG3025T 74F243T4B TKG/E 8M
74F374 SQG3023T 74F374S4B TQG/C 8M
74F374 SQG3024T 74F374S4B TQG/D 8M
74F374 SQG3025T 74F374S4B TQG/E 8M
74F38 ZBD3024T 74F38Z4B TBD/D 8M
74LS02 ZAB3023T 74LS02Z4B TAB/C 70
74LS02 ZAB3024T 74LS02Z4B TAB/D 70
74LS02 ZAB3025T 74LS02Z4B TAB/E 70
74LS109 ZCB3024T 74LS109Z4B TCB/D 70
74LS14 YAB3025T 74LS14Y4B TAB/E 70
74LS157 TDB3023T 74LS157T4B TDB/C 70
74LS161 UCB3025T 74LS161U4B TCB/E 70
74LS161A UCB3025T 74LS161AU4B TCB/E 70
74LS174 YBB3024T 74LS174Y4B TBB/D 70
74LS240 UCC3025T 74LS240U4B TCC/E 70
74LS245 ZAC3025T 74LS245Z4B TAC/E 70
74LS257A TCB3024T 74LS257AT4B TCB/D 70
74LS273 ZAB3025T 74LS273Z4B TAB/E 70
74LS283 YCB3025T 74LS283Y4B TCB/E 70
74LS367A XBB3024T 74LS367AX4B TBB/D 70
74LS367A XBB3025T 74LS367AX4B TBB/E 70
74LS367A XBB3025T 74LS367AX4B TBB/E 70
74LS377 ZBB3025T 74LS377Z4B TBB/E 70
74LS502 XBB3025T 74LS502X4B TBB/E 70
74LS83 YBB3025T 74LS83Y4B TBB/E 70
74LS85 YBC3024T 74LS85Y4B TBC/D 70
7400 SFB3021T 7400S4B TFB 8T
7400 SFB3023T 7400S4B TFB/C 8T
7400 XAB3021T 7400X4B TAB 8T
7400 XAB3023T 7400X4B TAB/C 8T
7404 UDB3021T 7404U4B TDB 8T
7404 UDB3023T 7404U4B TDB/C 8T
7408 VBB3021T 7408V4B TBB 8T
7408 WAB3023T 7408V4B TAB/C 8T
7409 VCB3021T 7409V4B TCB 8T
7410 WAB3021T 7410W4B TAB 8T
74121 XCB3021T 74121X4B TCB 8T
74121 XCB3023T 74121X4B TCB/C 8T
74125 ZBB3021T 74125Z4B TBB 8T
74151A XCB3021T 74151AX4B TCB 8T
74153 ZBB3021T 74153Z4B TBB 8T
Page 19
<PAGE>
Fairchild Wafer Sales to NSC
- --------------------------------------------------------------------------------
DIE NSID DIE SPEC WAFER NSID WAFER SPEC AFM
- --------------------------------------------------------------------------------
74153 ZBB3023T 74153Z4B TBB/C 8T
74161 YCB3021T 74161Y4B TCB 8T
74174 ZBB3021T 74174Z4B TBB 8T
74174 ZBB3023T 74174Z4B TBB/C 8T
7420 XHB3025T 7420X4B THB/E 8T
7425 ZBB3021T 7425Z4B TBB 8T
7430 WBB3021T 7430W4B TBB 8T
7430 YAB3023T 7430W4B TAB/C 8T
7432 YBB3021T 7432Y4B TBB 8T
7437 YDB3021T 7437Y4B TDB 8T
7437 YDB3023T 7437Y4B TDB/C 8T
7440 WCB3021T 7440W4B TCB 8T
7442 WDB3021T 7442W4B TDB 8T
7442 WDB3023T 7442W4B TDB/C 8T
7475 WCB3021T 7475W4B TCB 8T
7486 YEB3021T 7486Y4B TEB 8T
7486 YEB3023T 7486Y4B TEB/C 8T
7490 SBB3021T 7490S4B TBB 8T
93L14 XBC3021T 93L14X4B TBC 8T
93L24 UCC3021T 93L24U4B TCC 8T
9309 WBB3021T 9309W4B TBB 8T
9309 WBB3023T 9309W4B TBB/C 8T
9314 YAB3021T 9314Y4B TAB 8T
9322 YCB3021T 9322Y4B TCB 8T
9322 YCB3023T 9322Y4B TCB/C 8T
9328 VAB3021T 9328V4B TAB 8T
936 SBB3021T 936S4B TBB 8T
936 SBB3023T 936S4B TBB/C 8T
946 RAB3021T 946R4B TAB 8T
946 RAB3023T 946R4B TAB/C 8T
96L02 RAB3021T 96L02Z4B TAC 8T
96L02 ZAC3025T 96L02Z4B TAC/E 8T
9601 ZYC3021T 9601Z4B TYC 8T
9601 ZYC3023T 9601Z4B TYC/C 8T
9602 YAC3021T 9602Y4B TAC 8T
9602 YAC3023T 9602Y4B TAC/C 8T
962 SAB3021T 962S4B TAB 8T
Page 20
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95 74ABT16501C MWC 5574ABT16501 ZAA3026B 5074ABT16501Z6B BAA
95 74ABT241C MWC 5574ABT241 YAA3026B 5074ABT241Y6B BAA
95 74ABT241C MWC 5574ABT241 YAA3026B 5074ABT241Y6B BAA
95 74ABT241C MWC 5574ABT241 YAB3026B 5074ABT241Y6B BAB
95 74ACQ241 MDA 5574ACQ241 TCA3021B NO 50 COMPONENT
95 74ACQ241 MWC 5574ACQ241 TCA3026B 5074ACQ241T6B BCA
95 74ACQ241 MWC 5574ACQ241 TCD3026C 5074ACQ241T5B CCD
95 74ACQ574 MDA 5574ACQ574 TBA3021B NO 50 COMPONENT
95 74ACTQ00 MDA 5574ACTQ00 ZAA3026B 5074ACTQ00Z6B BAA
95 74ACTQ00 MDC 5574ACTQ00 ZAA3026B 5074ACTQ00Z6B BAA
95 74ACTQ04 MDA 5574ACTQ04 ZAA3026B 5074ACTQ04Z6B BAA
95 74ACTQ04 MDC 5574ACTQ04 ZAA3026B 5074ACTQ04Z6B BAA
95 74ACTQ04 MWA 5574ACTQ04 ZAA3026B 5074ACTQ04Z6B BAA
95 74ACTQ04 MWC 5574ACTQ04 ZAA3021B 5074ACTQ04Z6B BAA
95 74ACTQ04 MWC 5574ACTQ04 ZAD3021C 5074ACTQ04Z5B CAD
95 74ACTQ08 MDA 5574ACTQ08 ZAA3026B 5074ACTQ08Z6B BAA
95 74ACTQ08 MDC 5574ACTQ08 ZAA3021B 5074ACTQ08Z6B BAA
95 74ACTQ08 MDC 5574ACTQ08 ZAD3021C 5074ACTQ08Z5B CAD
95 74ACTQ08 MWA 5574ACTQ08 ZAA3021B 5074ACTQ08Z6B BAA
95 74ACTQ16543 MDA 5574ACTQ16543 ZBA3026B 5074ACTQ16543Z6B BBA
95 74ACTQ16543 MDA 5574ACTQ16543 ZBD3026C 5074ACTQ16543Z5B CBD
95 74ACTQ273 MDC 5574ACTQ273 ZBA3026B 5074ACTQ273Z6B BBA
95 74ACTQ273 MDC 5574ACTQ273 ZBD3026C 5074ACTQ273Z5B CBD
95 74ACTQ563 MDA 55WD563EAA 5074ACTQ563T5B CAA
95 74ACTQ74 MWC 5574ACTQ74 ZAA3026B 5074ACTQ74Z6B BAA
95 74ACTQ74 MWC 5574ACTQ74 ZAD3026C 5074ACTQ74Z5B CAD
95 74ACTQ823 MWC 5574ACTQ823 ZAA3026B 5074ACTQ823Z6B BAA
95 74ACTQ823 MWC 5574ACTQ823 ZAD3026C 5074ACTQ823Z5B CAD
95 74ACT00 MDA 5574ACT00 TCF3026C 5074ACT00T5B CCF
95 74ACT00 MDC 5574ACT00 TCF3021C 5074ACT00T5B CCF
95 74ACT04 MDA 5574ACT04 XBF3026C 5074ACT04X5B CBF
95 74ACT04 MDC 5574ACT04 XBF3026C 5074ACT04X5B CBF
95 74ACT04 MWA 5574ACT04 XBF3026C 5074ACT04X5B CBF
95 74ACT08 MDA 5574ACT08 XBF3026C 5074ACT08X5B CBF
95 74ACT08 MDC 5574ACT08 XBF3026C 5074ACT08X5B CBF
95 74ACT08 MWA 5574ACT08 XBF3026C 5074ACT08X5B CBF
95 74ACT109 MWC 5574ACT109 WBF3021C 5074ACT109W5B CBF
95 74ACT138 MWC 5574ACT138 XDF3021C 5074ACT138X5B CDF
95 74ACT138 MWC 5574ACT138 XDF3026C 5074ACT138X5B CDF
95 74ACT157 MWC 55WJ157EAE 5074ACT157X5B CAE
95 74ACT157 MWC 5574ACT157 XDF3021C 5074ACT157X5B CDF
95 74ACT158 MWC 5574ACT158 WEF3026C 5074ACT158W5B CEF
Page 1
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95 74ACT161MWC 55WJ161EAE 5074ACT161Z5B CAE
95 74ACT161 MWC 5574ACT161 ZBF3021C 5074ACT161Z5B CBF
95 74ACT163 MWC 55WJ163EAE NO 50 COMPONENT
95 74ACT163MWC 5574ACT163 ZBF3021C 5074ACT163Z5B CBF
95 74ACT244 MWC 55WJ24EEE 5074ACT244W5B CEE
95 74ACT244 MWC 5574ACT244 WCF3021C 5074ACT244WB CCF
95 74ACT244 MWC 5574ACT244 WEF3021C 5074ACT244W5B CEF
95 74ACT245 MDC 5574ACT245 TFF3026C 5074ACT245T5B CFF
95 74ACT245 MDC 5574ACT 245 VDF3021C 5074ACT245V5B CDF
95 74ACT245 MDC 5574ACT245 VEF3026C 5074ACT245V5B CEF
95 74ACT245 MWC 5574ACT245 TFF3026C 5074ACT245T5B CFF
95 74ACT245 MWC 5574ACT245 VDF3026C 5074ACT245V5B CDF
95 74ACT245 MWC 5574ACT245 VEF3026C 5074ACT245V5B CEF
95 74ACT257 MWC 55WJ257EBE 5074ACT257X5B CBE
95 74ACT257 MWC 5574ACT257 XBF3021C 5074ACT257X5B CBF
95 74ACT257 MWC 5574ACT257 XBF3026C 5074ACT257X5B CBF
95 74ACT299 MWC 55WJ299EAE 5074ACT299X5B CAE
95 74ACT299 MWC 5574ACT299 XBF3021C 5074ACT299X5B CBF
95 74ACT323MWC 55WJ323EAE 5074ACT323X5B CAE
95 74ACT323 MWC 5574ACT323 XBF3021C 5074ACT323X5B CBF
95 74ACT3301 MDC 55CGS3301 ZCF3021C 50CGS3301Z5B CCF
95 74ACT3301 MDC 55CGS3301 ZCF3026C 50CGS3301Z5B CCF
95 74ACT3301 MDC 55WJ3301ECE 5074ACT3301Z5B CCE
95 74ACT3301 MDCT 55CGS3301 ZCF3026C 50CGS3301Z5B CCF
95 74ACT3301 MWC 55CGS3301 ZCF3026C 50CGS3301Z5B CCF
95 74ACT3301 MWC 55WJ3301ECE 5074ACT3301Z5B CCE
95 74ACT373 MWC 5574ACT373 WEF3026C 5074ACT373W5B CEF
95 74ACT374 MWC 55WD374ECA 5074ACTQ374T5B CCA
95 74ACT374 MWC 5574ACTQ374 TCD3021C 5074ACTQ374T5B CCD
95 74ACT377 MWC 55WJ377EAE 5074ACT377Z5B CAE
95 74ACT377 MWC 5574ACT377 ZBF3021C 5074ACT377Z5B CBF
95 74ACT521 MWC 5574ACT521 XBF3021C 5074ACT521X5B CBF
95 74ACT564 MWC 5574ACT564 XEF3021C 5074ACT564X5B CEF
95 74ACT573 MDA 5574ACT573 XEF3021C 5074ACT573X5B CEF
95 74ACT573 MDC 5574ACT573 XEF3026C 5074ACT573X5B CEF
95 74ACT573 MWA 5574ACT573 XEF3021C 5074ACT573X5B CEF
95 74ACT573 MWC 55WJ573EEE 5074ACT573X5B CEE
95 74ACT573 MWC 5574ACT575 XEF3021C 5074ACT573X5B CEF
95 74ACT574 MWC 55WJ574EEE 5074ACT574X5B CEE
95 74ACT574 MWC 5574ACT574 XEF3021C 5074ACT574X5B CEF
95 74ACT574 MWC 5574ACT574 XEF3026C 5074ACT574X5B CEF
95 74AC00 MDC 5574AC00 VCF3026C 5074AC00V5B CCF
Page 2
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95 74AC00 MDCT 5574AC00 VCF3026C 5074AC00V5B CCF
95 74AC00 MWC 5574AC00 VCF3026C 5074AC00V5B CCF
95 74AC02 MDC 5574AC02 VCF3026C 5074AC02V5B CCF
95 74AC02 MDCT 5574AC02 VCF3026C 5074AC02V5B CCF
95 74AC04 MDC 5574AC04 YCF3021C 5074AC04Y5B CCF
95 74AC04 MWC 5574AC04 YCF3021C 5074AC04Y5B CCF
95 74AC08 MDC 5574AC08 YCF3026C 5074AC08Y5B CCF
95 74AC125 MDC 5574AC125 XBF3026C 5074AC125X5B CBF
95 74AC138 MWC 5574AC138 XDF3021C 5074AC138X5B CDF
95 74AC138 MWC 5574AC138 XDF3026C 5074AC138X5B CDF
95 74AC139 MDC 5574AC138 XDF3021C 5074AC138X5B CDF
95 74AC139 MDCT 5574AC139 XDF3026C 5074AC138X5B CDF
95 74AC139 MWC 5574AC139 XDF3021C 5074AC139X5B CDF
95 74AC14 MWC 5574AC14 YCF3021C 5074AC14Y5B CCF
95 74AC151 MWC 55WZ151EAE 5074AC151Y5B CAE
95 74AC151 MWC 55WZ151LAC NO 50 COMPONENT
95 74AC151 MWC 5574AC151 YCF3021C 5074AC151Y5B CCF
95 74AC20 MWC 55WZ020EBE 5074AC20X5B CBE
95 74AC20 MWC 5574AC20 XBF3021C 5074AC20X5B CBF
95 74AC20 MWC 5574AC20 XBF3026C 5074AC20X5B CBF
95 74AC244 MWC 5574AC244 WCF3021C 5074AC244W5B CCF
95 74AC244 MWC 5574AC244 WEF3021C 5074AC244W5B CEF
95 74AC245 MWC 5574AC245 TGF3026C 5074AC245T5B CGF
95 74AC251 MWC 55WZ251LAC NO 50 COMPONENT
95 74AC251 MWC 5574AC251 YBF3021C 5074AC251Y5B CBF
95 74AC257 MWC 55WZ257ECD NO 50 COMPONENT
95 74AC257 MWC 55WZ257ECE 5074AC257X5B CCE
95 74AC257 MWC 5574AC257 XEF3021C 5074AC257X5B CEF
95 74AC273 MWC 5574AC273 ZBF3021C 5074AC273Z5B CBF
95 74AC273 MWC 5574AC273 ZBF3026C 5074AC273Z5B CBF
95 74AC299 MWC 552Z299ECD NO 50 COMPONENT
95 74AC299 MWC 55WZ299LCD NO 50 COMPONENT
95 74AC299 MWC 5574AC299 XDF3021C 5074AC299X5B CDF
95 74AC32 MDC 5574AC32 YCF3026C 5074AC32Y5B CCF
95 74AC32 MWC 5574AC32 YCF3026C 5074AC32Y5B CCF
95 74AC521 MWC 5574AC521 XDF3021C 5074AC521X5B CDF
95 74AC541 MWC 5574AC541 ZBF3021C 5074AC541Z5B CBF
95 74AC574 MWC 55WZ574EDE 5074AC574X5B CDE
95 74AC574 MWC 5574AC574 XEF3021C 5074AC574X5B CEF
95 74AC574 MWC 5574AC574 XEF3026C 5074AC574X5B CEF
95 74AC648 MWC 5574AC648 XDF3026C 5074AC648X5B CDF
95 74AC74 MDC 5574AC74 WEF3026C 5074AC74W5B CEF
Page 3
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95 74AC74 MDCT 5574AC74 WEF3026C 5074AC74W5B CEF
95 74AC74 MWC 5574AC74 WEF3021C 5074AC74W5B CEF
95 74AC86 MWC 5574AC86 YCF3026C 5074AC86Y5B CCF
95 74F00 MWC 55WM000BGE 5074F00W4B TGE
95 74F00DC 55WM000BGE 5074F00W4B TGE
95 74F00DC 55WM000BGE 5074F00W4B TGE
95 74F02 MWC 55WM002BEE 5074F02X4B TEE
95 74F02DC 55WM002BEE 5074F02X4B TEE
95 74F02DC 55WM002BEE 5074F02X4B TEE
95 74F04MWA 55WM004GJE NO 50 COMPONENT
95 74F04 MWC 55WM004XHE 5074F04U4B THE
95 74F04DC 55WM004BHE 5074F04U4B THE
95 74F04DC 55WM004BHE 5074F04U4B THE
95 74F08 MWC 552M008BGE 5074F08W4B TGE
95 74F08DC 552M008BGE 5074F08W4B TGE
95 74F08DC 552M008BGE 5074F08W4B TGE
95 74F10DC 55WM010BCE 5074F10X4B TCE
95 74F109DC 5574F109 XGG3021T 5074F109X4B TGG
95 74F11 MWC 55WM011BCE 5074F11X4B TCE
95 74F11DC 55WM011BCE 5074F11X4B TCE
95 74F11DC 55WM011BCE 5074F11X4B TCE
95 74F112 MWC 55WM112XGG 5074F112W4B TGG
95 74F125 MWC 55WM125XBD 5074F125Z4B TBD
95 74F125 MWC 55WM125YBA 5074F125Z5B CBA
95 74F148 MWC 5574F148 ZDG3026T 5074F148Z4B TDG
95 74F151A MWC 55WM151BHG 5074F151AW4B THG
95 74F161ADC 55WM161BNG 5074F161AT4B TNG
95 74F163ADC 55WM163BMG 5074F163AT4B TMG
95 74F164A MWC 55WM164BGG 5074FF164AY4B TGG
95 74F194 MWC 55WM194XEE 5074F194Y4B TEE
95 74F194 DC 55WM194BEE 5074F194Y4B TEE
95 74F194 DC 55WM194BEE 5074F194Y4B TEE
95 74F20 MWC 55WM020XCE 5074F20X4B TCE
95 74F20DC 55WM020BCE 5074F20X4B TCE
95 74F20DC 55WM020BCE 5074F20X4B TCE
95 74F219 MWC 55WM219XDG 5074F219Y4B TDG
95 74F240DC 55WM240BHG 5074F240T4B THG
95 74F244 MWC 55WM244BKG 5074F244T4B TKG
95 74F245 MWC 55WM245BNG 5074F245T4B TNG
95 74F251ADC 55WM251BHG 5074F251AW4B THG
95 74F251ADC 55WM251BHG 5074F251AW4B THG
95 74F253DC 55WM253BKG 5074F253U4B TKG
Page 4
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95 74F257ADC 55WM257BKG 5074F257AW4B TKG
95 74F257ADC 55WM257BKG 5074F257AW4B TKG
95 74F280DC 55WM280BKG 5074F280U4B TKG
95 74F280DC 55WM280BKG 5074F280U4B TKG
95 74F32 MWC 55WM032BJE 5074F32U4B TJE
95 74F32DC 55WM032BJE 5074F32U4B TJ
95 74F373 MWC 55WM373BPG 5074F373T4B TPG
95 74F373DC 55WM373BPG 5074F373T4B TPG
95 74F373DC 55WM373BPG 5074F373T4B TPG
95 74F374 MWC 55WM374BQG 5074F374S4B TQG
95 74F374DC 55WM374BQG 5074F374S4B TQG
95 74F374DC 55WM374BQG 5074F374S4B TQG
95 74F381 MWC 55WM381DGG NO 50 COMPONENT
95 74F381 MWC 55WM3810GG NO 50 COMPONENT
95 74F401 MWC 55W401XCD 5074F401Z4B TCD
95 74F413 MDC 55W13BHD 5074F413Z4B THD
95 74F413 MDC 55W413XHD 5074F413Z4B THD
95 74F521 MWC 55WM521BFG 5074F521Y4B TFG
95 74F521 DC 55WM521BFG 5074F521Y4B TFG
95 74F524 MWC 55WM524XFG 5074F524Z4B TFG
95 74F525 MWC 55WM525XDG NO 50 COMPONENT
95 74F539 MWC 55WM539XGG NO 50 COMPONENT
95 74F64DC 55WM064BCE 5074F64X4B TCE
95 74F74DC 55WM074BHG 5074F74X4B THG
95 74F74DC 55WM074BHG 5074F74X4B THG
95 74LVX245 MWC 5574LVX245 LAA3026J NO 50 COMPONENT
95 74VHCT373 MWC 5574VHCT373 ZAA3026C 5074VHCT373Z5B CAA
95 74VHCT374 MWC 5574VHCT374 ZAA3026C 5074VHCT374Z5B CAA
95 74VHC00 MDC 5574VHC00 LCA3006L 5074VHC00L6B LCA
95 74VHC00 MDC 5574VHC00 L1A3006T NO 50 COMPONENT
95 74VHC00 MWC 5574VHC00 LCA3006L 5074VHC00L6B LCA
95 74VHC00 MWC 5574VHC00 L1A3006T NO 50 COMPONENT
95 74VHC02 MDC 5574VHCO2 LBA3006L 5074VHC02L6B LBA
95 74VHC02 MDC 5574VHCO2 L1A3006T NO 50 COMPONENT
95 74VHC02 MWC 5574VHCO2 LBA3006L 5074VHC02L6B LBA
95 74VHC02 MWC 5574VHCO2 L1A3006T NO 50 COMPONENT
95 74VHC86 MDC 5574VHC86 L1A3006T NO 50 COMPONENT
95 74VHC86 MWC 5574VHC86 L1A3006T NO 50 COMPONENT
95MM74C04 MWC 55MMS54C04 D102041 NO 50 COMPONENT
95MM74C10 MWC 55MMS54C10 C102041 NO 50 COMPONENT
95MM74C10 MWC 55MMS74C10 C102042 5074C10C4B MAA
95MM74C14 MWC 5574C14 DAA3026T 5074C14D4B TAA
Page 5
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95MM74C161 MWC 55MMS54C161 G102041 NO 50 COMPONENT
95MM74C374 MWC 55MMS54C374 E102041 NO 50 COMPONENT
95MM74C86 MWC 55MMS54C86 C102041 NO 50 COMPONENT
95MM74C905 MWC 55MMS54C905 C102041 NO 50 COMPONENT
95MM74C905 MWC 5574C905 CAA3026T 5074C905C4B TAA
95MM74C923 MWC 55MMS54C923 E202041 NO 50 COMPONENT
95MM74HCT00 MWC 55MM74HCTF00 GBA3026C 5074HCTF00G5B CBA
95MM74HCT05 MWC 55MM74HCT05 FCA3026T 5074HCT05F4B TCA
95MM74HCT138 MDC 55MM74HCT138 CBA3026T 5074HCT138C4B TBA
95MM74HCT164 MWC 55MM74HCT164 CBA3026T 5074HCT164C4B TBA
95MM74HCT245 MWC 55MM74HCTF245 EDA3026C 5074HCTF245E5B CDA
95MM74HCT574 MDC 55MM74HC9574 DAA3026T 5074HC9574D4B TAA
95MM74HCT574 MWC 55MM74HC9574 DAA3026T 5074HC9574D4B TAA
95MM74HCU04 MWC 55MM74HCFU04 EBA3026C 5074HCFU04E5B CBA
95MM74HC00 MDC 55MM74HCF00 GCA3026C 5074HCF00G5B CCA
95MM74HC00MWC 55MM74HCF00 GCA3026C 5074HCF00G5B CCA
95MM74HC02 MDC 55MM74HC02 DCA3026T 5074HC02D4B TCA
95MM74HC02 MWC 55MM74HC02 DCA3026T 5074HC02D4B TCA
95MM74HC04 MDC 55MM74HCB4 DDA3026T 5074HCB4D4B TDA
95MM74HC04 MDC 55MM74HCF04 ECA3026C 5074HCF04E5B CCA
95MM74HC04 MWC 55MM74HCF04 ECA3026C 5074HCF04E5B CCA
95MM74HC123A MWC 55MM74HC123 CBA3021T 5074HC123C4B TBA
95MM74HC123A MWC 55MM74HC123 CBA3026T 5074HC123C4B TBA
95MM74HC125 MDC 55MM74HC125 CBA3026T 5074HC125C4B TBA
95MM74HC125 MDCT 55MM74HC125 CBA3026T 5074HC125C4B TBA
95MM74HC132 MDC 55MM74HC132 CCA3026T 5074HC132C4B TCA
95MM74HC132 MDCT 55MM74HC132 CCA3026T 5074HC132C4B TCA
95MM74HC14 MWC 55MM74HCF14 EDA3026C 5074HCF14E5B CDA
95MM74HC14 MWC 55MM74HC14 DEA3026T 5074HC14D4B TEA
95MM74HC157 MDC 55MM74HC157 CBA3026T 5074HC157C4B TBA
95MM74HC157 MWC 55MM74HC157 CBA3026T 5074HC157C4B TBA
95MM74HC161 MDC 55MM74HC161 DBA3026T 5074HC161D4B TBA
95MM74HC175 MDC 55MM74HC175 DBA3026T 5074HC175D4B TBA
95MM74HC221 MWC 55MM74HC221 EBA3026T 5074HC221E4B TBA
95MM74HC244 MWC 55MM74HCF244 EDA3026C 5074HCF244E5B CDA
95MM74HC245A MWC 55MM74HCF245 EDA3026C 5074HCF245E5B CDA
95MM74HC32 MDC 55MM74HC32 DCA3026T 5074HC32D4B TCA
95MM74HC32 MWC 55MM74HC32 DCA3026T 5074HC32D4B TCA
95MM74HC373 MDC 55MM74HCF373 FCA3026C 5074HCF373F5B CCA
95MM74HC373 MWC 55MM74HCF373 FCA3026C 5074HCF373F5B CCA
95MM74HC374 MWC 55MM74HCF374 FCA3026C 5074HCF374F5B CCA
95MM74HC393 MWC 55MM74HC393 EBA3026T 5074HC393E4B TBA
Page 6
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95MM74HC4040 MWC 55MM74HC4040 CBA3026T 5074HC4040C4B TBA
95MM74HC4050 MDC 55MM74HC4050 DBA3026T 5074HC4050D4B TBA
95MM74HC4050 MWC 55MM74HC4050 DBA3026T 5074HC4050D4B TBA
95MM74HC4051 MWC 55MM74HCF4051 CCA3026C 5074HCF4051C5B CCA
95MM47HC4052 MDC 55MM74HCF4052 CCA3026C 5074HCF4052C5B CAA
95MM47HC4052 MWC 55MM74HCF4052 CCA3026C 5074HCF4052C5B CAA
95MM74HC4066 MDC 55MM74HC4066 CBA3026T 5074HC4066C4B TBA
95MM74HC4066 MWC 55MM74HC4066 CBA3026T 5074HC4066C4B TBA
95MM74HC4316 MWC 55MM74HC4316 CBA3026T 5074HC4316C4B TBA
95MM74HC4538 MDC 55MM74HC4538 DBA3026T 5074HC4538D4B TBA
95MM74HC4538 MDCT 55MM74HC4538 DBA3026T 5074HC4538D4B TBA
95MM74HC574 MDC 55MM74HC574 CBA3026T 5074HC574C4B TBA
95MM74HC595 MWC 55MM74HC595 CBA3026T 5074HC595C4B TBA
95MM74HC688 MWC 55MM74HC688 CBA3026T 5074HC688C4B TBA
95MM74HC74A MWC 55MM74HCF74 EDA3026C 5074HCF74E5B CDA
95MM74HC86 MDC 55MM74HC86 DBA3026T 5074HC86D4B TBA
95MM74HC86 MWC 55MM74HC86 DBA3026T 5074HC86D4B TBA
95MM74HC942 MWC 55MM74HC942 HBA3026T 5074HC942H4B TBA
95DM74ALS03B MWC 55DMS74ALS03 CAA3ON6C 5074ALS03C5B CAA
95DM74ALS240A MWC 55DMS74ALS240 BAA3ON6C 5074ALS240B5B CAA
95DM74ALS244A MWC 55DMS74ALS244 BAA3ON6C 5074ALS244B5B CAA
95DM74ALS245A MWC 55DMS74ALS245 DAA3ON6C 5074ALS245D5B CAA
95DM74ALS540A MWC 55DMS74ALS540 AAA3ON6C 5074ALS540A5B CAA
95DM74ALS574A MWC 55DMS74ALS574 AAA3ON6C 5074ALS574A5B CAA
95DM74ALS74A MWC 55DMS74ALS74 CAA3ON6C 5074ALS74C5B CAA
95DM74AS20 MWC 55DMS54AS20 18 5074AS20A6B JAA
95DM74AS20 MWC 55DMS74AS20 18 5074AS20A6B JAA
95DM74LS00 MWC 55DMS74LSR00 D1C30261 5074LSR00D4B TCC
95DM74LS02 MWC 55WL002XCB 5074LS02Y4B TCB
95DM74LS03 MWC 55DMS74LSR03 D1C30261 5074LSR03D4B TCC
95DM74LS04 MWC 55DMS74LSR04 C1C30261 5074LSR04C4B TCC
95DM74LS05 MWC 55DMS74LSR05 C1C30261 NO 50 COMPONENT
95DM74LS08 55DMS74LSR08 D1C30261 5074LSR08D4B TBC
95DM74LS112A MWC 55DMS74LSR112 D1C30261 5074LSR112D4B TBC
95DM74LS123 MWC 55DMS74LSR123 C1C30261 5074LSR123C4B TBC
95DM74LS125A MWC 55DMS74LSR125 C1C30261 5074LSR125C4B TBC
95DM74LS126A MWC 55DMS74LSR126 C1C30261 5074LSR126C4B TBC
95DM74LS132 MWC 55DMS74LSR132 B1C30261 5074LSR132B4B TBC
95DM74LS139 MWC 55DMS74LSR139 B1C30261 5074LSR139B4B TCC
95DM74LS14 MWC 55DMS74LSR14 B1C30261 5074LSR14B4B TBC
95DM74LS151 MWC 55DMS74LSR151 E1C30261 5074LSR151E4B TBC
95DM74LS157 MWC 55DMS74LSR157 C1C30261 5074LSR157C4B TCC
Page 7
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95DM74LS158 MWC 55DMS74LSR158 C1C30261 5074LSR158C4B TCC
95DM74LS161A MWC 55WL161BCB 5074LS161AU4B TCB
95DM74LS163A MWC 55WL163BDB 5074LS163AU4B TDB
95DM74LS164 MWC 55DMS74LSR164 B1C30261 5074LSR164B4B TCC
95DM74LS165 MWC 55DMS74LSR165 A1C30261 5074LSR165A4B TBC
95DM74LS169A MWC 55DMS74LSR169 C1C30261 5074LSR169C4B TCC
95DM74LS175 MWC 55DMS74LSR175 C1C30261 5074LSR175C4B TBC
95DM74LS181 MWC 55WL181BDB 5074LS181Y4B TDB
95DM74LS240 MWC 55WL240BCC NO 50 COMPONENT
95DM74LS244 MWC 55WL244BCC 5074LS244U4B TCC
95DM74LS244 MWC 55WL244XCC 5074LS244U4B TCC
95DM74LS245 MWC 55DMS74LSR245 AEC3026T 5074LS4245A4B TEC
95DM74LS251 MWC 55DMS74LSR251 E1C30261 5074LSR251E4B TCC
95DM74LS256 MWC 55WL256XDB 5074LS256Z4B TDB
95DM74LS257B MWC 55DMS74LSR257 C1C30261 5074LSR257C4B TCC
95DM74LS259 MWC 55DMS74LSR259 A1C30261 5074LSR259A4B TBC
95DM74LS26 MWC 55DMS74LSR03 D1C30261 5074LSR03D4B TCC
95DM74LS260 MWC 55WL260BBB 5074LS260Z4B TBB
95DM74LS273 MWC 55WL273XCB 5074LS273Y4B TCB
95DM74LS30 MWC 55DMS74LSR30 C1C30261 5074LSR30C4B TCC
95DM74LS30 MWC 55DMS74LSR30 C1C30261 5074LSR30C5B TCC
95DM74LS32 MWC 55DMS74LSR32 D1C30261 5074LSR32D4B TBC
95DM74LS367A MWC 55DMS74LSR367 C1C30261 5074LSR367C4B TBC
95DM74LS373 MWC 55WL373XBB 5074LS373Y4B TBB
95DM74LS374 MWC 55WL374BBB NO 50 COMPONENT
95DM74LS38 MWC 55DMS74LSR38 B1C30261 5074LSR38B4B TCC
95DM74LS67A MWC 55DMS74LSR367 C1C30261 5074LSR367C4B TBC
95DM74LS670 MWC 55DMS74LSR670 B1C30261 5074LSR670B4B TCC
95DM74LS74A MWC 55DMS74LSR74 C1C30261 NO 50 COMPONENT
95DM74LS75 MWC 55DMS74LSR75 E1C30261 5074LSR75E4B TBC
95DM74LS86 MWC 55DMS74LSR86 B1C30261 5074LSR86B4B TCC
95DM74S00 MWC 55DMS74S00 E1B30261 5074S00E4B TBB
95DM74S02 MWC 55DMS74S02 C1A30261 NO 50 COMPONENT
95DM74S02 MWC 55DMS74S02 C1B30261 5074S02C4B TBB
95DM74S08 MWC 55DMS74S08 B1B30261 5074S08B4B TBB
95DM74S10 MWC 55DMS74S10 C1B30261 T074S10C4B TAB
95DM74S138 MWC 55DMS74S138 C1B30261 5074S138C4B TBB
95DM74S151 MWC 55DMS74S151 E1A30261 NO 50 COMPONENT
95DM74S151 MWC 55DMS74S151 E1B30261 5074S151E4B TBB
95DM74S153 MWC 55DMS74S153 E1B30261 NO 50 COMPONENT
95DM74S175 MWC 55DMS74S175 C1B30261 5074S175C4B TBB
95DM74S20 MWC 55DMS74S20 C1B30261 5074S20C4B TAB
Page 8
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95DM74S244 MWC 55DMS74S244 D1A30261 NO 50 COMPONENT
95DM74S244 MWC 55DMS74S244 D1B30261 5074S244D4B TAB
95DM74S257 MWC 55DMS74S257 C1B30261 NO 50 COMPONENT
95DM74S40 MWC 55DMS74S40 D1B30261 5074S40D4B TAB
95DM74S74 MWC 55DMS74S74 E1B30261 5074S74E4B TAB
95DM7400 MWC 557400 SFB3021T 507400S4B TFB
95DM7402 MWC 55WN002XCA NO 50 COMPONENT
95DM7403 MWC 55WN003XFA NO 50 COMPONENT
95DM7403 MWC 55WN0031FA 507426S4B TFA
95DM7404 MWC 557404 UDB3021T 507404U4B TDB
95DM7404 MWC 557404 UDB3026T 507404U4B TDB
95DM7406 MWC 557407 WDB3026T 507406W4B TDB
95DM7407 MWC 557407 WCB3026T 507407W4B TCB
95DM7407 MWC 557407 WDB3026T 507407W4G TDB
95DM74121 MWC 55WN121BCA NO 50 COMPONENT
95DM74121 MWC 5574121 XCB3021T 5074121X4B TCB
95DM74123 MWC 55WN123XEA NO 50 COMPONENT
95DM74164 MWC 55WN164XDA NO 50 COMPONENT
95DM74164 MWC 5574164 WDB3026T 5074164W4B TDB
95DM74165 MWC 55WN1651CA NO 50 COMPONENT
95DM7426 MWC 557403 SFB3026T 507403S4B TFB
95DM7438 MWC 557438 YDB3026T 507438Y4B TDB
95DM7473 MWC 55WN073XDA NO 50 COMPONENT
95DM7493A MWC 557493 SBB3026T 507493S4B TBB
95SCANPSC100F MDA 55SCANPSC100 ZAA3021B 50SCANPSC100Z6B BAA
95SCANPSC100F MDA 55SCANPSC100 ZAD3021C 50SCANPSC100Z5B CAD
95SCANPSC110F MDA 55SCANPSC110 ZDA3021B 50SCANPSC110Z6B BDA
95SCANPSC110F MDA 55SCANPSC110 ZDD3021C 50SCANPSC110Z5B CDD
95SCAN18245T MDA 55SCAN18245 ZBA3021B 50SCAN18245Z6B BBA
95SCAN18245T MDA 55SCAN18245 ZBD3021C 50SCAN18245Z5B CBD
95SCAN18373T MDA 55SCAN18373 YDA3026B 50SCAN18373Y6B BDA
95SCAN18373T MDA 55SCAN18373 YDD3026C 50SCAN18373Y5B CDD
95SCAN18374T MDA 55SCAN18374 YDA3026B 50SCAN18374Y6B BDA
95SCAN18374T MDA 55SCAN18374 YDD3026C 50SCAN18374Y5B CDD
95SCAN18540T MDA 55SCAN18540 YDA3026B 50SCAN18540Y6B BDA
95SCAN18540T MDA 55SCAN18540 YDD3026C 50SCAN18540Y5B CDD
95SCAN18541T MDA 55SCAN18541 YDA3026B 50SCAN18541Y6B BDA
95SCAN18541T MDA 55SCAN18541 YDD3026C 50SCAN18541Y5B CDD
95100301 MWC 55WF301RBB NO 50 COMPONENT
95100301 MWC 55100301 ZBC3021T 50100301Z4B TBC
95100301 MWC 55100301 ZBC3026T 50100301Z4B TBC
95100301 MWC 55100301 ZBC3026T 50100301Z4B TBC
Page 9
<PAGE>
Exhibit B
Commercial Wafer and Die Sales
Level 95 Die NSID Die SPEC Wafer NSID/SPEC
95100301 MW8 55WF301RBB NO 50 COMPONENT
95100301 MW8 55100301 ZBC3021T 50100301Z4B TBC
95100302 MW8 55100302 ZBC3021T 50100302Z4B TBC
95100304 MW8 55100304 YDC3021T 50100304Y4B TDC
95100307 MW8 55100307 YCC3021T 50100307Y4B TCC
95100311 MWC 55WF311XAB 50100311Y4B TAB
95100311 MWC 55100311 YAC3026T 50100311Y4B TAC
95100314 MW8 55100314 ZBC3021T 50100314Z4B TBC
95100319 MDC 55WF319XCB 50100319Z4B TCB
95100319 MDC 55100319 ZCC3026T 50100319Z4B TCC
95100319 MDC 55100319 ZCC3026T 50100319Z4B TCC/E
95100322 MW8 55100322 ZAC3021T 50100322Z4B TAC
95100323 MWC 55WF323XAB 50100323Z4B TAB
95100323 MWC 55100323 ZAC3026T 50100323Z4B TAC
95100324 MW8 55100324 ZAC3021T 50100324Z4B TAC
95100325 MWC 55100325 ZBC3026T 50100325Z4B TBC
95100328 MW8 55100328 ZBC3021T 50100328Z4B TBC
95100331 MW8 55100331 YCC3021T 50100331Y4B TCC
95100336 MW8 55100336 YEC3021T 50100336Y4B TEC
95100341 MW8 55100341 ZCC3021T 50100341Z4B TCC
95100343 MW8 55100343 ZBC3021T 50100343Z4B TBC
95100351 MWC 55100351 YEC3021T 50100351Y4B TEC
95100363 MW8 55100363 ZAC3021T 50100363Z4B TAC
95100390 MDA 55100390 YDC3026T 50100390Y4B TDC
95100390 MDC 55100390 YDC3021T 50100390Y4B TDC
95100395 MWC 55100395 ZBC3026T 50100395Z4B TBC
9511C91 MD8 55WKC918A NO 50 COMPONENT
9512S MWC 5512S NO 50 COMPONENT
EXHIBIT F
WAFER ACCEPTANCE CRITERIA
Fairchild Electrical Test Acceptance Method:
Acceptance of Fairchild Wafers for shipment to National shall be determined per
mutually agreed upon electrical parameter test distribution performance with
standard test die. For the
Page 10
<PAGE>
West Jordan, Utah fabs, all wafers will be subjected to the Acceptance criteria
specified in West Jordan specifications: SOP-3060, TS-3020 and TS-3021. For the
South Portland, Maine fabs, all Wafers will be tested to the electrical
specifications, by Process, listed in this Exhibit, with the acceptance methods
stated below.
South Portland, Maine Wafer Acceptance and Wafer Sort:
1. Each lot will be sampled at PCM test prior to Wafer sort. The following
minimum sample size will be tested and the Wafer will be rejected if the
stated number, or more, of test sites on that Wafer fails a specified
electrical parameter;
Wafer Size # Wafers per lot # Sites per Wafer Reject on # Sites
Tested Failing
6 inch 5 5 3
5 inch 5 5 3
4 inch 3 5 3
2. In the event that one or more Wafers in the lot sample fail the above
criteria, then 100% testing of the remaining Wafers in the lot will be
performed and the above acceptance criteria applied to each Wafer.
3. Electrical Test parameter distributions will be made available to National
on a monthly basis.
Fairchild Wafer Fabrication and National Wafer Sort:
1. A ten (10) Wafer lot sample will be tested to the applicable PCM
specification prior to shipment to National Five (5) test sites per wafer
will be sampled as the basis for electrical acceptance, and three (3) of
those sites must pass the PCM test parameters. In the event that one or
more sample wafers fails the PCM test, 100% testing of residual wafers
will be performed and all Wafers which pass the PCM will be shipped to
National.
2. Individual PCM specifications (by Process) are defined in Exhibit F.
3. Electrical Test parameter distributions will be made available on a
monthly basis.
<PAGE>
Fairchild Maine Fab 4100: "ANALOG"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN BETA Q2Beta 50 150 250 Gain lc=1mA,
Vce-5.0V
Bjt NPN CBO Q2BVcbo 50 >50 N/A Volts lf=10uA
Bjt NPN EBO Q2BVebo 6.5 7.0 7.5 Volts lf-10uA
Bjt NPN CEO Q2LVceo 15 >15 N/A Volts lf=10uA
Bjt Col to Col BV_iso 50 >50 N/A Volts lf=5uA
- --------------------------------------------------------------------------------------------------------------
Diffusion N Buried BL_RES 75 110 150 Ohms lf=10mA
Layer
Diffusion Narrow Base N_RES 800 1000 1800 Ohms lf=1mA
Diffusion Base BASERHO 100 125 150 Ohms/sq lf=45.3mA
Diffusion Emitter N+RHO 3.0 4.5 6.0 Ohms/sq lf=45.3mA
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Fairchild Maine Fab 4100: "BUS"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN BETA Q1Beta 20 100 225 Gain lc=1mA,
Vce=5.0V
Bjt NPN CBO Q1BVcbo 20 >20 N/A Volts lf=10uA
Bjt NPN EBO Q1BVebo 6.7 8.0 8.3 Volts lf=10uA
Bjt NPN CEO Q1LVceo 8.0 >8 N/A Volts lf=10uA
Bjt Col to Col BViso 7.5 >7.5 N/A Volts lf=5uA
- --------------------------------------------------------------------------------------------------------------
Diffusion N Buried BLres1 30 45 100 Ohms lf=10mA
Layer
Diffusion Narrow Base Narbase 1900 2500 2900 Ohms lf=1mA
Diffusion Emitter EM-res 5.0 10 40 Ohms lf=10mA
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 4100: "CGS"
Table of Parameters not available on January 2, 1997.
Fairchild Maine Fab 4100: "DTCOMM
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN BETA Q3Beta 80 180 250 Gain lc=10mA,
Vce=2.50V
- --------------------------------------------------------------------------------------------------------------
Bjt NPN CBO Q3BVcbo 38 >38 N/A Volts lf=100uA
- --------------------------------------------------------------------------------------------------------------
Bjt NPN EBO Q2BVebo 5.5 6.3 7.0 Volts lf=100uA
- --------------------------------------------------------------------------------------------------------------
Bjt NPN CEO Q3LVceo 5.0 >5 N/A Volts lf=5uA
- --------------------------------------------------------------------------------------------------------------
Bjt Col to Col BV_ISO 15 >15 N/A Volts lf=100uA
- --------------------------------------------------------------------------------------------------------------
Diffusion N Buried R_BL 15 23 30 Ohms lf=50mA
Layer
- --------------------------------------------------------------------------------------------------------------
Diffusion Narrow Base R_NB 1650 2100 2500 Ohms lf=100uA
- --------------------------------------------------------------------------------------------------------------
Diffusion Emitter R_EM 100 150 200 Ohms lf=10mA
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 4100: "DTP"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt CEO Q1LVCEO 7 15 30 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt CBO Q1BVCBO 30 45 80 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt EBO Q1BVEBO 6 6.8 7.5 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt Beta Q1Beta 75 150 350 Gain
- --------------------------------------------------------------------------------------------------------------
Bjt Schottky Q4VFD 0.26 0.32 0.4 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt Schottky BVSKY 10 20 40 Volts
==============================================================================================================
Diffusion Base BaseRho 160 190 220 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------
Diffusion Collector BL-RES 75 110 135 Ohms
- --------------------------------------------------------------------------------------------------------------
Diffusion Resistor IMP-RES 13K 16K 19K Ohms
- --------------------------------------------------------------------------------------------------------------
Diffusion Emitter N+RHO 4.25 5 5.75 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------
Diffusion Resistor N-RES 1250 1525 1800 Ohms
- --------------------------------------------------------------------------------------------------------------
Diffusion Sink SINK-RES 6 8.5 11 Ohms
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 4100: "PTP"
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bjt NPN Beta Q3BETA 15 50 100 Gain lc=1mA, Vce=5.0V
- --------------------------------------------------------------------------------------------------------------
Bjt NPN CBO Q3BVCBO 10 35 100 Volts le=10uA
- --------------------------------------------------------------------------------------------------------------
Bjt NPN EBO Q3BVEBO 6.5 7 7.5 Volts le=10uA
- --------------------------------------------------------------------------------------------------------------
Bjt NPN CEO Q3LVCEO 7 35 60 Volts lc=10uA
- --------------------------------------------------------------------------------------------------------------
Bjt Col to Col BV_ISO 30 70 100 Volts l=5uA
==============================================================================================================
Diffusion N Buried BL_RES 90 115 140 Ohms l=10umA
Layer
- --------------------------------------------------------------------------------------------------------------
Diffusion Sink (Plug) SINK_RES 2 12 30 Ohms 1=10mA
- --------------------------------------------------------------------------------------------------------------
Diffusion Emitter N+RHO 3.5 6 7 Ohms/sq l=4.53mA
- --------------------------------------------------------------------------------------------------------------
Diffusion Base BASERHO 170 195 220 Ohms/sq l=4.53mA
- --------------------------------------------------------------------------------------------------------------
Diffusion Narrow Base N_RES 1250 1625 2000 Ohms l=1mA
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Fairchild Maine Fab 6001: ABTC10
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Category Parameter Analog Device Size Lower Spec Target Upper Spec Unit Measurement
Method
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOS Vtn VTON1 0.4 0.65 0.9 Volts
- --------------------------------------------------------------------------------------------------------------
MOS Vtp VTOP1 -1.45 -1.05 -0.65 Volts
- --------------------------------------------------------------------------------------------------------------
MOS Idsat IDSSP1 -0.014 -0.01 -0.005 mA
- --------------------------------------------------------------------------------------------------------------
MOS Idsat IDSSN1 0.015 0.022 0.029 mA
- --------------------------------------------------------------------------------------------------------------
MOS Bvdn BVDSSN1 7 13 19 Volts
==============================================================================================================
Bjt CEO OUTLVCEO 4 5.7 20 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt CBO OUTBVCBO 14 19 25 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt EBO OUTBVEBO 3 4.5 5.5 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt Beta OUTBETA 65 115 200 Volts
- --------------------------------------------------------------------------------------------------------------
Bjt Schottky VCSCHOTTKY 0.2 0.34 0.475 Volts
==============================================================================================================
Diffusion Base BASERES 2300 3200 3700 Ohms
- --------------------------------------------------------------------------------------------------------------
Diffusion Buried Layer BLRHO 18 28 38 Ohms/sq.
- --------------------------------------------------------------------------------------------------------------
Diffusion Sink SINKRHO 45 55 65 Ohms/sq.
==============================================================================================================
Via Contact CONTM1M2 0 0.04 0.075 Ohms/Link
- --------------------------------------------------------------------------------------------------------------
Contact N+ Contact CONTMN+ 10 30 60 Ohms/Link
- --------------------------------------------------------------------------------------------------------------
Contact P+ Contact CONTMP+ 10 25 40 Ohms/Link
- --------------------------------------------------------------------------------------------------------------
Metal Rs Metal 1 M1CONT 0 85 200 Ohms
==============================================================================================================
Metal Rs Metal 2 M2CONTWC 0 23 70 Ohms
- --------------------------------------------------------------------------------------------------------------
Yd Gate Oxide BVGOXN -20 -15.5 -12.5 Volts
- --------------------------------------------------------------------------------------------------------------
Yd Gate Oxide BVGOXP 11.5 13.5 20 Volts
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit G
Military Aerospace Wafer Pricing
Level S Wafer Cost(1)
4" Wafers [CONFIDENTIAL
INFORMATION OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES
AND EXCHANGE
COMMISSION]
5" Wafers [CONFIDENTIAL
INFORMATION OMITTED
AND FILED SEPARATELY
WITH THE SECURITIES
AND EXCHANGE
COMMISSION]
Level S Lot Set Up Charges
for Both Fairchild and National Products
<TABLE>
<CAPTION>
4" 5"
-- --
<S> <C>
2 SEM wafers @ standard cost + Level S requirements [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
1.5 hr/wafer X 2 for SEM analysis @ [CONFIDENTIAL INFORMATION [CONFIDENTIAL INFORMATION OMITTED AND
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] /hr EXCHANGE COMMISSION]
2 hr wafer lot acceptance @ [CONFIDENTIAL INFORMATION OMITTED [CONFIDENTIAL INFORMATION OMITTED AND
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE FILED SEPARATELY WITH THE SECURITIES AND
COMMISSION] /hr EXCHANGE COMMISSION]
</TABLE>
- ----------
(1) Does not include wafer probe cost, which is an additional $29 per hour
above listed wafer price.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Sub Total [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Level S equipment set-up/testing [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Total Level S Adder/Lot [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
</TABLE>
Wafer Probe Cost
Wafer probe cost using a [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] tester is [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] per
hour.
<PAGE>
EXHIBIT K
CYCLE TIME AND EXPEDITED PROCESSING
Fiscal Year 1998 Wafer Processing Cycle Times (in Days)
[CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
Standard Hot Lot Super Hot
Process cycle time cycle time cycle time
------- ---------- ---------- ----------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
Standard Hot Lot Super Hot
Process cycle time cycle time cycle time
------- ---------- ---------- ----------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
<PAGE>
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Charges for Expedited Processing
National will be charged a premium per hot lot started as follows:
for Hot Lots, the premium will be [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] per lot
for Super Hot Lots, the premium will be
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] per lot
The standard lot sizes of 12 or 24 Wafers will apply.
<PAGE>
Foundry Agreement
Mil Aero: Demand on FSC
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUESTS FOR
CONFIDENTIAL TREATMENT
CORPORATE AGREEMENT NO. 92-019
by and between
TOREX SEMICONDUCTOR LTD.
and
NATIONAL SEMICONDUCTOR CORPORATION
This Agreement is made and entered into the 20th day of February, 1992, by and
between National Semiconductor Corporation, with its principal place of business
at 2900 Semiconductor Drive, Santa Clara, California (hereinafter referred to as
"NSC"), and Torex Semiconductor Ltd., with its principal place of business at
3833 Kinoko, lbara, Okayama 715, Japan, (hereinafter referred to as "SELLER").
NSC and SELLER may be referred to herein as a PARTY or the PARTIES, as the case
may require.
1. SCOPE
The purpose of this Agreement is to establish the terms and conditions under
which SELLER will sell to NSC Discrete Semiconductor dice and/or wafers and will
consider the purchase of other semiconductor materials and piece parts
"Products". This Agreement does not constitute an order. NSC Purchase Orders
will be required to purchase any Products from SELLER.
2. SPECIFICATIONS
SELLER shall manufacture and supply all Products listed on Attachment I and, for
those Products, SELLER shall meet all specifications established in Attachment
II. As newer and more advanced designs and materials are developed by SELLER
that improve the performance or cost effectiveness of the Products, SELLER shall
so advise NSC in writing and, upon NSC's written agreement, the specifications
established in Attachment II may be amended.
NSC retains the right to make changes in the specifications that may be required
by changes in the marketplace or to effect improvements in the Products. In the
event this right is exercised by NSC, the direction shall be in writing by the
Product Line Director and/or the Director of
<PAGE>
Page 2
Purchasing. SELLER shall take immediate action to incorporate such changes in
the Products as soon as possible. It such changes are directed, price(s) and
time of performance may be equitably adjusted.
3. TERM.
The term of this Agreement shall be effective as of the first delivery of
qualified product per NSC's Qualification Notices under this Agreement
(____________, 1992) and shall continue thereafter for a period of three (3)
years, followed by a two (2) year renewal period with price renegotiation,
unless terminated earlier as otherwise provided herein. After the initial five
year term (three years with fixed price plus two years with renegotiated price),
the Agreement shall be automatically renewed for additional two year periods
with price renegotiation unless either PARTY gives at least 90 days written
notice of its intent to cancel. Conditions for price renegotiation are found in
Paragraph 4, Price and Payment.
Except as otherwise provided in this Agreement, upon termination of this
Agreement, the PARTIES shall complete performance of all purchase orders issued
and released prior to the effective date of termination, but this involuntary
period of purchase order completion is limited to 6 months, maximum, from date
of termination.
4. PRICE AND PAYMENT.
SELLER shall sell the products listed in Attachment I to NSC at the prices
specified therein.
Prices are firm (BASE PRICES) for a period of [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]as listed on
Attachment I. Prices in [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]will be renegotiated [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]prior to the end of the [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]year.
In the renegotiation, both PARTIES shall come together and negotiate necessary
price adjustments by taking into consideration all factors that may have impact
on the benefits of either PARTY. Examples of potential factors include, U.S.
Dollar/Yen exchange rate, material costs and results of continuous improvement
programs.
The PARTIES agree to bring this information forward into the negotiation and in
good faith make any necessary price adjustments that will be consistent with our
goal to nurture the benefits of this relationship for both PARTIES.
Both PARTIES shall agree upon price for years [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]no
<PAGE>
Page 3
later than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]prior to the beginning [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]. If price agreement cannot be made between the two PARTIES for the
remaining two year period of the Agreement, then this Agreement will terminate
per the terms of Section 3 and Section 22 of this Agreement.
Payment Terms: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
All invoices shall identify the purchase order number, vendor number, NSC part
number, blanket order line and release number, item description and quantity.
Multiple purchase order numbers or release numbers cannot he combined on the
same invoice.
Invoices will be sent to the accounting offices specified on each purchase
order.
5. QUANTITIES
Quantities indicated on Attachment I are a portion of the total quantities
anticipated to be required based upon NSC plans as of the date of negotiations.
These quantities are subject to change based upon changing economic conditions.
As market conditions change such that NSC's sales plans are reduced or increased
in total, quantities procured under this Agreement will adjusted upward or
downward in accordance with the proportion that the original Agreement quantity
represents. Any additional materials or Products purchased from SELLER during
the term of the Agreement which reference this Agreement will be subject to the
terms and conditions of this Agreement.
Minimum electrical yield for diodes and transistors are stated on Attachment I.
6. ORDERS
Specific Purchase orders for Products purchased under this Agreement will be
issued by NSC. Order(s) will reference this Agreement, identify quantity
ordered, specify delivery point(s) and provide an order number of billing
purposes.
7. SCHEDULING
No later than one week before each NSC fiscal accounting period begins (each
period is 4 or 5 weeks), NSC shall provide SELLER with a rolling forecast per
NSC fiscal year calendar (attached). The period based forecast will commit for
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION], with a firm quantity commitment for [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
<PAGE>
Page 4
COMMISSION]rolling and a firm quantity by device commitment for [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]rolling on a firm weekly requirements basis. SELLER shall confirm
acceptance of the forecast within 5 working days of receipt.
Within the guidelines of the firm forecasting commitments set forth above, NSC
may without cost or liability, reschedule delivery or cancel any product upon at
least 5 weeks notice prior to the originally agreed scheduled delivery date.
8. LEADTIMES
SELLER agrees that leadtime on new orders shall not exceed [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION], ex-factory, for the initial order.
9. ADDITIONAL SERVICES
OFFICE SERVICES: In the event that business levels require additional support
from NSC, it may be necessary from time to time for NSC, with SELLER's consent,
to place several employees at SELLER's manufacturing location to coordinate
various functions such Quality Control, Scheduling, or Engineering Liaison.
PROGRESS REVIEW: With SELLER's consent, NSC, shall have the right to enter
SELLER's premises during reasonable hours and on reasonable notice to inspect
the premises and to determine compliance with all requirements of the Agreement.
CUSTOMER SUPPORT: If requested by NSC SELLER will support discussions with NSC
customers or potential customers only if accompanied by NSC personnel and will
admit such customers to SELLER's manufacturing facilities for such purposes as
quality audits, engineering development and other special requests.
PRODUCT DEVELOPMENT: Both PARTIES agree to use best efforts to develop, design
and manufacture such new products as required to meet NSC customer requests.
QUALIFICATION: See Attachment IV.
PACK SPECIFICATION: Bulk package carton box and transmission order entry - see
Attachment V.
10. TECHNOLOGICAL/ECONOMIC OBSOLESCENCE
NSC reserves the right to reduce estimated quantities or to substitute new
products for those contained in Attachment I in the event that similar new
materials or products offering a superior technological or economic advantage
become generally available during the term of this
<PAGE>
Page 5
Agreement.
SELLER shall be given a mutually agreed reasonable amount of time to match such
new material or products.
11. WARRANTIES
SELLER warrants that all products manufactured by SELLER and sold to NSC under
this Agreement shall, for a period of 12 months after delivery to NSC specified
in Section 8, be free from defects in workmanship and materials and meet and
conform to the specifications specified in Attachment II to the Agreement or
such other specifications as may be agreed to from time to time as evidenced by
written agreement signed by the PARTIES. SELLER further warrants that the
Products are of merchantable quality and are fit and suitable for the purpose
agreed upon by both PARTIES. These warranties are in addition to all other
warranties, express or implied, and shall survive delivery, inspection,
acceptance or payment by NSC and shall run to NSC, its successors, assigns,
customers and users of the products.
Any changes or waivers of any of the accepted specifications must be approved in
advance in writing by NSC and SELLER. Any SELLER invoice for SELLER products
implementing a change in the applicable specifications made by SELLER without
the advance written approval of NSC will not be authorized for payment and will
be subject to rejection.
All products sold by SELLER under this Agreement shall have lot number
traceability. A "lot" is defined as wafers manufactured in one homogenous
diffusion run.
In the event that NSC finds the products delivered do not meet the warranties
specified herein or are defective, NSC shall notify SELLER in writing of the
claims. SELLER shall have the right to confirm the defects. If SELLER accepts
the claims NSC may, at its sole discretion, (i) require SELLER to promptly
correct, at no cost to NSC, any defective or non-conforming Products by repair
or replacement at a location specified by NSC; or (ii) return such defective or
non-conforming Products at SELLER's expense to SELLER and recover from SELLER
the price thereof.
12. PROCESS CHANGES
After SELLER's process(es) for fabricating Products sold under this Agreement
has been qualified by NSC, that process(es) shall remain unchanged. Attachment
III specifies the base line process(es) (manufacturing configuration) which can
only be changed by following the procedures set forth in this Section. In
addition, SELLER shall follow the procedures and rules set forth in Attachment
IV to ensure the reliability of the Products sold by NSC under this Agreement.
SELLER's conformity to the qualified processes is intended to ensure that SELLER
satisfies the intent of Section 2 of NSC SOP-3-273, a copy of which has been
provided to SELLER for reference purposes. Process changes proposed by SELLER or
required by NSC to
<PAGE>
Page 6
remedy reliability problems shall be implemented as follows:
a) SELLER will provide NSC with written notice of the proposed process
change, accompanied by appropriate data to support the change.
b) NSC will have ten (10) working days to accept or reject the proposed
change in writing.
c) If NSC accepts the proposed change, the modified process shall become the
qualified base line process and SELLER shall, through lot traceability,
identify the Products processed under the modified process, with NSC
having the right at its sole discretion to require requalification of
SELLER Product where there has been a major process change.
d) If NSC rejects the proposed change or fails to respond to a change
proposed by SELLER within the said ten (10) working days, NSC is deemed to
have rejected a process change, and SELLER shall continue to manufacture
for NSC hereunder using the original qualified base line process.
e) In the event of unacceptable yields and/or other reliability problems,
SELLER accepts the responsibility to implement process changes that are
acceptable to NSC (and approved by NSC), and believed by NSC and SELLER to
be able to remedy the unacceptable yields and/or the reliability problem.
SELLER agrees to target a 30 day maximum time to achieve the needed
changes.
13. NSC SUGGESTIONS AND APPROVALS
In the event that NSC makes any written ECN/PCN type change suggestions to
SELLER concerning specifications, designs, drawings, features, or the like with
respect to products covered by this Agreement, SELLER will not be relieved of
any of its obligations under the Agreement unless SELLER notifies NSC in writing
that implementation of said suggestions render it impossible for SELLER to
comply with its obligations hereunder. Both PARTIES agree that any and all
change requests shall be acted upon by SELLER only if such suggested change is
in writing and cost impacts have been evaluated.
When NSC makes a written change request and such request is accepted by SELLER
in writing, such change is assumed to be a written amendment to this Agreement,
executed by both PARTIES. Any cost impact will be negotiated and agreed to by
both Parties prior to implementation of such change.
NSC's apparent approval of any specification, design, drawing, or the like
submitted by SELLER shall not relieve SELLER of any of SELLER's obligations
hereunder unless such relieved obligation has been covered by a written
amendment to this Agreement executed by both PARTIES. Such written amendment
shall include agreement on price impact, if any.
14. ACCEPTANCE
<PAGE>
Page 7
All Products delivered by SELLER, specified in Section 8, shall be inspected by
NSC within a reasonable time after delivery. If NSC has not rejected a delivered
Product lot in writing within 20 working days after receipt of the Product by an
NSC Using Location, then such lot shall be deemed to have been accepted by NSC.
NSC may, at its option, reject part or all of any shipment delivered by SELLER
under this Agreement, if both PARTIES agree that the Products fail to meet the
applicable specifications. To ensure an orderly handling of Products rejected by
NSC, NSC shall request and SELLER shall issue an RMA before Products are
returned to SELLER for credit.
All rejected Products pursuant to this section will be shipped to SELLER after
receipt of RMA by NSC, freight collect.
15. CONFIDENTIALITY
Either PARTY agrees that certain information furnished to it by the other PARTY
under this Agreement, which if furnished in writing or other tangible form and
marked as being confidential, or if orally or visually disclosed is then reduced
to writing and identified as being confidential and such writing is provided to
the receiving PARTY within thirty (30) days after such oral or visual
disclosure, shall be considered to be the Confidential Information of the
transferring PARTY. The receiving PARTY agrees that it will maintain the
Confidential Information of the transferring PARTY in strict confidence
utilizing at least the same degree of care utilized by the receiving PARTY to
protect its own Confidential Information of similar nature and will not
reproduce the transferring PARTY's Confidential Information or disclose it to
any third party or to employees not having a need to know.
SELLER shall have the right to use the NSC Confidential information disclosed or
transferred hereunder only at its facility in lbara, Okayama, Japan, and only
for the purpose of manufacturing products of the types listed in Attachment I
for delivery only to NSC pursuant to this Agreement.
The obligations of confidence and use set forth in this Section 15 shall impose
no obligation upon the receiving PARTY with respect to any Confidential
Information which:
a) is now, or subsequently becomes generally known or available; or
b) can be shown by receiving PARTY to have been in its possession prior to
receipt of same from the transferring PARTY; or
c) is subsequently rightfully furnished to the receiving PARTY by a third
party without restriction on disclosure; or
d) is furnished by the disclosing PARTY to a third party without a
restriction on disclosure; or
<PAGE>
Page 8
e) is independently developed by the receiving PARTY provided the person or
persons developing same have not had access to the Confidential
Information of the transferring PARTY.
SELLER acknowledges that SELLER understands and agrees that it is expressly
prohibited from revealing to any third party that SELLER is conducting business
or discussions related to this Agreement, or the terms and conditions hereof,
without the prior written approval of NSC.
The obligations set forth in this Section 15 shall survive the termination of
this Agreement by two years.
All Confidential Information of a PARTY in the possession of the other PARTY
disclosed or transferred under this Agreement shall be returned within thirty
(30) days after the expiration or earlier termination of this Agreement.
16. TECHNICAL SUPPORT AND DEVELOPMENTS
NSC agrees to provide reasonable technical support at NSC's expense to SELLER,
in lbara, Japan, to assist SELLER in meeting NSC's specifications.
SELLER agrees to provide reasonable technical support at SELLER'S expense to
assist NSC on yield, reliability and packaging issues related to SELLER's
products as produced for NSC, such technical support being made available in
Cebu, Philippines and in Santa Clara, USA.
17. INDEMNIFICATION AND LIMITATION OF LIABILITY
SELLER shall at all times indemnify and hold harmless NSC, its agents and
employees against all suits, claims, liabilities, damages, losses, costs or
other expenses, including attorneys' fees, relating to injuries or damages
alleged to have resulted from SELLER's negligence or any defective Product
supplied under this Agreement. SELLER will have no such obligation to the extent
that any such injury or damage is due solely and directly to NSC's negligence.
NSC shall at all times indemnify and hold harmless SELLER, its agents and
employees against all suits, claims, liabilities, damages, losses, costs or
other expenses, including attorneys' fees, relating to injuries or damages
alleged to have resulted from NSC's negligence or NSC's handling or selling of
any Product delivered to NSC by SELLER. NSC will have no such obligation to the
extent that any such injury or damage is due solely and directly to SELLER's
negligence.
SELLER hereby agrees to indemnify NSC against and save it harmless from all
liability, claims or demands made by any of SELLER's officers or employees
(including former officers or employees) on account of or by reason of or
growing out of the performance of this Agreement.
NSC hereby agrees to indemnify SELLER against and save it harmless from all
liability, claims or demands made by any of NSC's officers or employees
(including former officers or
<PAGE>
Page 9
employees) on account of or by reason of or growing out of the performance of
this Agreement. NSC shall not be liable to SELLER for any cancellation
penalties, excluding ones resulting from cancellation of firm order Work In
Process charges, or any other amounts to compensate SELLER for lost profits or
opportunities, so long as NSC pays for accepted Products from SELLER at the
prices, in quantities and under terms that are consistent with this Agreement.
Except as otherwise specifically provided in this Agreement, neither PARTY shall
be liable for any incidental or consequential damages arising out of said
PARTY's performance or non-performance of this Agreement.
18. INDEPENDENT CONTRACTORS
SELLER is deemed to be at all times an independent contractor for all purposes
and agrees to carry all worker's compensation and other insurance necessary
under Japanese laws and accepts exclusive liability for all payroll taxes or
contributions imposed by Japanese laws with respect to its officers and
employees.
19. NSC'S PURCHASE ORDER
The terms and conditions of NSC's purchase orders issued and released pursuant
to this Agreement shall be a part hereof. In the event there is a conflict
between the terms and conditions of NSC's purchase order and the terms and
conditions of this Agreement, the terms and conditions of this Agreement shall
prevail.
20. FORCE MAJEURE
Neither PARTY shall be liable for any inability to comply with the provisions of
this Agreement due to causes reasonably beyond its control. These causes shall
include, but are not limited to, fire, flood, earthquake, explosion, accident,
acts of public enemy, war, labor disputes, transportation, embargoes, or
failures or delays in transportation, acts of God, acts of any government, or
any agency or department thereof or judicial action. The PARTY whose performance
is affected by such a cause shall promptly notify the other PARTY hereto of such
impossibility of performance. If such nonperformance continues in effect for
more than ninety (90) days, the other PARTY may, at its option, terminate this
Agreement without further cause or liability. Otherwise, this Agreement shall
continue in full force and effect for the remainder of its term upon cessation
of such event of force majeure.
21. ASSIGNMENT
Neither PARTY may assign its rights or obligations under this Agreement without
the prior written consent of the other PARTY and any attempted assignment will
be void.
22. TERMINATION
<PAGE>
Page 10
Either PARTY may terminate this Agreement immediately in the event that either
PARTY is the subject of a petition filed in Bankruptcy court of the United
States or Japan, whether voluntary or involuntary, if a Receiver or Trustee is
appointed for all or a substantial portion of the assets of either PARTY, or if
either PARTY makes an assignment for the benefit of its creditors.
23. PARAGRAPH TITLES
The paragraph titles herein are intended for convenience only and shall not be
construed to alter either PARTIES' obligations or rights as otherwise set forth
herein.
24. EXPORT CONTROL
Each PARTY represents and warrants to the other PARTY that unless such prior
authorization is obtained from the United States Government, such PARTY shall
not knowingly:
a) Export or re-export, directly or indirectly, any technical data (as
defined in Part 379 of the Export Administration Regulations of the United
States Department of Commerce) received from the other PARTY hereunder; or
b) Disclose such technical data for use in export or re-export directly or
indirectly, any direct product of such technical data, to any destination
or country to which the export or re-export or release of technical data
or export or said re-export of products of technical data is prohibited by
the laws or regulations of the United States. These assurances are
furnished by each PARTY in compliance with Part 379 (Technical Data) of
the Export Administration Regulations of the United States Department of
Commerce.
25. GOVERNING LAW AND ARBITRATION
All disputes arising in connection with this Agreement shall be settled amicably
through good faith negotiations In the event no agreement can be reached, all
disputes shall be submitted to arbitration in San Jose, California before and
under the rules of the American Arbitration Association. The arbitrator's
decision shall be final, conclusive, and binding, and judgment on any
arbitration award or decision may be entered in any court of competent
jurisdiction.
The PARTIES agree that after arbitration the State of California shall have
jurisdiction to determine the validity, construction and performance of this
Agreement and the legal relations between the PARTIES. All disputes are subject
to venue of the State (Santa Clara County) and Federal (Northern District of
California) courts in California, and the PARTIES consent to the personal and
exclusive jurisdiction and venue of those courts.
26. BINDING, EFFECT
This Agreement shall inure to the benefit of and be binding upon the PARTIES
hereto and their subsidiaries, successors and assigns.
<PAGE>
Page 11
27. ENTIRE AGREEMENT
This Agreement, including all other documents incorporated by reference and
those attached hereto as Attachments, expresses the entire understanding of the
PARTIES hereto and cancels and supersedes any previous agreements,
understandings or representations between the PARTIES relating to the subject
matter hereof. This Agreement may not be modified except in a writing signed by
an authorized officer or representative of each PARTY.
28. SEVERABILITY
If any provision of this Agreement is held invalid, the remaining provisions
shall remain valid and in force, unless such invalidity would frustrate the
purpose of this Agreement.
29. NOTICES
Any notice to be given under this Agreement shall be in writing and shall be
sent to the appropriate PARTY at the address first stated in this Agreement, or
to such other address as a PARTY may later designate in writing to the other.
Notices shall be deemed to have been adequately sent and delivered when received
by the appropriate PARTY, after having been deposited in the mail (registered or
certified), postage prepaid.
30. PUBLICITY
Neither PARTY shall publicize or otherwise disclose the terms of this Agreement
without the prior written approval of the other PARTY, which approval shall not
be unreasonably withheld.
31. WAIVER
No failure or delay on the part of either PARTY in the exercise of any power,
right or Privilege arising hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege.
NATIONAL SEMICONDUCTOR CORPORATION TOREX SEMICONDUCTOR LTD.
/s/ 3/12/92 /s/ 3.20/92
- -------------------------------------- --------------------------------------
Signature Date Signature Date
Thomas P. Welch-Director of Technology Makatsu Uchiyama-Managing Director
- -------------------------------------- --------------------------------------
Name (Printed) Title Name (Printed) Title
<PAGE>
Page 12
/s/ 3/12/92 /s/
- -------------------------------------- --------------------------------------
Approved By Date Approved By Date
R.E. Belcher-Discrete Division Hiroshi Norigo-President
- -------------------------------------- --------------------------------------
Name (Printed) Title Name (Printed) Title
<PAGE>
LETTER OF INTENT
THIS LETTER OF INTENT is dated _______________ of August, 1991, by and between
NATIONAL SEMICONDUCTOR CORPORATION, a Delaware Corporation, having a principal
place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 (hereinafter "NSC") and THINK-O ELECTRIC COMPANY, a Japanese
corporation, having a principal place of business at 150 Kinoko, Ibara-City,
Okayama, 715 Japan (hereinafter "TEC"). NSC and/or TEC may be referred to herein
as a "party" or the "parties" as the case may require.
WITNESSETH:
WHEREAS, NSC and TEC have entered into preliminary discussions concerning
the creation of a business relationship between the parties; and
WHEREAS, NSC and TEC desire to record and memorialize the substance of
those discussions in order to construct a framework from which a final binding
agreement can be negotiated.
NOW, THEREFORE, in furtherance of the premises the parties hereto set
forth the following:
1. NSC shall purchase discrete semiconductor dice and/or wafers, and will
consider the purchase of other semiconductor materials and piece parts,
from TEC on a preferred supplier basis.
2. TEC shall supply such materials to NSC as a preferred customer with
special pricing and guaranteed production capacity.
3. Should TEC discrete semiconductors be successfully qualified by NSC and
should the parties agree on price, quality, delivery and other terms
and conditions of sale, then NSC shall agree to commence purchasing a
minimum of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]wafers, or dice equivalent, per
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]from TEC. Since the parties
acknowledge that NSC requirements for discrete semiconductors may
increase during the [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
<PAGE>
COMMISSION]period following the signing of a final agreement by the
parties, TEC agrees that it shall, at NSC's request, make available to NSC
up to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]discrete semiconductor wafers per
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. Depending upon TEC performance and semiconductor
market conditions, the parties agree that this schedule can be extended
and that the quantity of wafers to be delivered thereunder can be
increased up to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]or more per month.
4. The parties agree to cooperate and take all reasonable steps necessary to
resolve any problems that may arise with regard to performance, price,
quality or delivery.
5. The initial prices to NSC for TEC wafers shall be follows:
Bias
Combined Total Finished Resistor
Wafers/Month Diodes Zeners Trans. Trans. Trans.
------------ ------ ------ ------ ------ ------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Diode and zener prices do not include front bump or back metal. Transistor
prices do not include back metal, but shall sample probing. All prices
include production masks and incidental tooling expenses. NSC shall supply
mask masters. The listed prices are also based on yields of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]percent for diodes and [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]percent for
transistors.
6. Initial deliveries by TEC shall be [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]after receipt
of order. Following deliveries will be based upon a [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]rolling forecast supplied by NSC and updated monthly.
<PAGE>
7. The parties agree to review pricing [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
8. This Letter of Intent shall not be a binding commitment upon either party,
but shall instead serve as a basis for good faith negotiations between NSC
and TEC leading to a final binding contract. The parties agree to strive
to execute such a contract not later than September 30, 1991.
9. The final contract shall be administered on behalf of TEC by Torex
Semiconductor LTD., TEC's international operations management company.
10. Neither party shall publicize or otherwise disclose the terms of this
relationship, this Letter of Intent, or the final agreement, without the
prior written approval of the other party.
IN WITNESS WHEREOF, the parties have had this Letter of Intent
executed by their respective authorized officers on the day and date first
written above.
THINK-O ELECTRIC COMPANY NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ By: /s/
----------------------------- ------------------------------
Title: Title
---------------------------- ------------------------------
<PAGE>
ATTACHMENT II
ELECTRICAL SPECIFICATIONS
<PAGE>
1.0 SCOPE: This covers all diodes made by Torex Semiconductor Ltd for the
National Semiconductor Corporation Discrete facility in Cebu,
Philippines.
2.0 PAPERWORK
2.1 The paperwork sent with the run should state the device, its
revision letter, the lot number and quantity of wafers being
shipped.
2.2 The test results of wafers in the lot tested at Torex's sample test
should be included in the shipment with the run.
3.0 SAMPLING PLAN
3.1 Oxide thickness (section 4.1) should be measured on 20% of the lot
to verify it is within spec.
3.2 The Gross Visual Inspection (section 4.2) should be done on all of
the wafers in the lot.
3.3 The Fine Visual Inspection (section 4.3) should be done on 20% of
the wafers in the lot.
3.3.1 Inspect five (5) spots per wafer, five (5) die per spot. (see
Figure 1)
3.3.2 Accept/Reject Criteria
If one or more die in a spot is rejected, then the spot is
rejected.
If 3 or more spots are rejected, then the wafer is rejected.
If the total number of spots rejected exceeds the number of
wafers inspected, the lot is rejected.
4.0 VISUAL INSPECTION CRITERIA
This inspection does not include the outer 1/8 inch area from the
edge of the wafer.
<PAGE>
4.1 Oxide Thickness
All diodes should have an oxide thickness greater then 6500
Angstroms.
4.2 Gross Visual Criteria
4.2.1 Fringing
The wafer surface should not show more then two distinct fringes of
color. This would indicate a possible overetch or passivation
problem.
4.2.2 Contamination
Foreign material, pits, voids or stains on the wafer surface is
rejectable.
4.2.3 Discoloration
Any abnormal coloration on the frontside of the wafer is rejectable.
4.2.4 Warpage
Any warpage that makes it impossible to mount the wafer on a flat
surface is rejectable.
4.2.5 Scratches
Any wafer showing a scratch that is greater then 2 inches in length
on the front of the wafer is rejectable.
4.2.6 Broken Wafers
Only whole wafer or a wafer with a piece missing from the edge of
the wafer that is less then the length of the major flat is
shippable.
<PAGE>
4.2.7 Mixing
Wafers of different device types can not be shipped in the same
container.
4.3 Fine Visual Criteria - done at 100X magnification
4.3.1 Misalignment
The contact mask should be 100% within the 2nd mask. (see Figure 2)
75% of the contact window should be covered by metal. (see Figure 3)
4.3.3 Mask/Oxide Reject
No more then 10% of the space between the contact and the junction
can be etched away. (see Figure 4)
4.3.4 Nitride in Contact Area
No residual nitride should be left in the contact opening.
4.3.5 Pinholes
Any pinholes in the active area starting from the PCCO is
rejectable.
4.3.6 Cracks
Any cracks that touches the inner boundary of the PCCO on the die is
rejectable.
4.3.7 Other
Any area with a defect other then those defined above including
evidence of damage, improper or non-standard processing shall be
held at Torex for review with Cebu and/or SC engineering
<PAGE>
for disposition prior to shipment.
<PAGE>
[ CHART ]
5 spots per wafer
5 die per spot
<PAGE>
[ FIGURES ]
Accept Accept Reject Reject
Figure 2 - METAL COVERAGE FOR 1EB; 1HB, 1LB, 1PC, 1TB
- -----------------------------------------------------
[ FIGURES ]
Accept Accept Reject
100% coverage 75% coverage Less then
coverage
FIGURE 3 - MASK/DIODES DEFECTS
- ------------------------------
PCCO [ FIGURE ] [ FIGURE ]
Contact Area
Junction
Depletion Region Defect
<PAGE>
1.0 SCOPE: This covers all transistors made by Torex Semiconductor
Ltd for the National Semiconductor Discrete facility
in Cebu, Philippines.
2.0 PAPERWORK:
2.1 The paperwork sent with the run should state the device, its
revision letter, the HFE bin target, the lot number and the quantity
of wafers being shipped.
2.2 The sample test results of the lot should be included in the
shipment with the lot.
3.0 SAMPLING PLAN
3.1 Inspect all of the wafers in the lot for Gross and Fine defects as
defined in sections 4.1 and 4.2.
3.2 For the Fine Visual Inspection, the sampling plan is:
5 areas per wafer, 21 die per area
Accept/Reject = 1/2
Quality level = 5% LTPD
4.0 VISUAL INSPECTION CRITERIA
This inspection does not include the outer 1/8 inch area from the
edge of the wafer.
4.1 Gross Visual Criteria - done with the unaided eye
4.1.1 Contamination
Foreign material, pits, voids or stains on the wafer surface
is rejectable.
4.1.2 Discoloration
Any abnormal coloration on the frontside of the wafer is
rejectable.
<PAGE>
4.1.3 Warpage
Any warpage that makes it impossible to mount the wafer on a
flat surface is rejectable.
<PAGE>
PG 2/5 - TRANSISTORS
4.1.4 Scratches
Any wafer showing a scratch that is greater then 2 inches in
length on the front of the wafer is rejectable.
4.1.5 Broken Wafers
Only whole wafer or a wafer with a piece missing from the edge
of the wafer that is less then the length of the major flat is
shippable.
4.1.6 Mixing
Wafers of different devices types can not be shipped in the
same container.
4.2 Fine Visual Criteria - done at 100X magnification
4.2.1 Oxide Rejects
4.2.1.1 The absence of oxide which allows the connection of
metal to an area not designated by design.
4.2.1.2 The contact oxide cut is not continuous or has been
reduced by more than 50% of its intended design.
4.2.1.3 Pinholes or voids which expose silicon in the active
area of the die.
4.2.1.4 Any irregular shapes, fingers, spikes, etc on the
diffusion line which depart from the design by more
then 50% of the distance to the next diffusion is
rejectable.
4.2.1.5 Any continuous multiple spike that is
<PAGE>
representative by a corrugated diffusion line is
rejectable.
4.2.2 Masking Rejects
4.2.2.1 More then 50% of the design contact cut is not covered
by metal and is exposing silicon.
4.2.2.2 Any fault that reduces the designed diffusion opening
by more than 50%.
4.2.2.3 Contact oxide cut criterion:
For overlay devices: Pr 21M, 22P, 23U, 25P, 42P, 43W,
47J, 49I, 65L, 66R, 75H
The edge of the contact cut must not be coincident
with the diffusion line.
For non-overlay devices: Pr 05R/S, 06F, 07U, 10K, 1If,
12R, 13N, 16J, 19T/U, 28C, 36M, 37J, 38J, 39J, 61H, 62M,
63W, 67M, 68K, 69M, 70J, 74L, 76K, 77J, 79L, 4PP, 4QJ,
5PJ, 5QL
Any masking misalignment which reduces the
distance between the contact oxide cut and the
diffusion line to less than 50% of the designed
separation is rejectable.
4.2.3 Metallization Rejects
4.2.3.1 Scratches in the metal which reduce the width and/or
length of the metal by greater then 25% of the
designed dimension is rejectable.
4.2.3.2 EQ Rings which are scratched are damaged such that the
metal is not continuous from point to point is
rejectable.
4.2.3.3 The designed separation of any two metallizations has
been reduced by more than 50%.
4.2.3.4 The narrowest pattern of metallization is reduced
<PAGE>
by overetching/scratch by more than 25% of its
designed value.
4.2.3.5 Any evidence of peeling, blistering, or lifting of the
metal is rejectable.
4.2.3.6 Any metal misalignment such that the area of the
contact window that is exposed is equal or greater in
width than the distance between the contact cut edge
and the diffusion line.
4.2.4 Bond Pad Rejects
4.2.4.1 Any abnormal coloration of the bond pad.
4.2.4.2 Any substance on the bond pad in the form of chemical
residues, stains or other contaminants that can not be
removed by a D.I. water clean.
4.2.4.3 Metal covering less than 75% of the bond pad area is
rejectable.
4.2.4.4 Any nitride left in the bond pad is rejectable.
4.2.4.5 The bond pad is reduced to less than than 75% of its
designed area.
4.2.4.6 The bond pad is not entirely on the metal.
4.2.5 Passivation Rejects
4.2.5.1 Any passivation voids in the active metal of die is
rejectable.
4.2.5.2 Any evidence of lifting, peeling, cracked or missing
nitride is rejectable.
4.2.6 Contamination Rejects
4.2.6.1 Any foreign material that can not be removed by
chemical soneration followed by D.I. water rinse is
rejectable.
<PAGE>
4.2.6.2 Foreign material bridging any two metal lines or
reducing the designed separation of any two metal
lines by greater than 50% is rejectable.
4.2.7 Other
4.2.7.1 Any area with a defect other then those defined above
including evidence of damage, improper or non-standard
processing shall be held by Torex for review with Cebu
and or SC engineering for disposition prior to
shipment.
<PAGE>
PG 5/5 - TRANSISTORS
INSPECTION PATTERN
[ FIGURE ]
5 areas per wafer
21 die per area
<PAGE>
DOCUMENTATION MANAGERS
Each party designates the persons identified below as its Documentation Manager
for the receipt and dispatch, on its behalf, of all Confidential Information
disclosed pursuant to this Agreement as follows:
FOR DISCLOSING PARTY: FOR RECIPIENT:
Attention: Attention:
- ------------------------------ --------------------------------
- ------------------------------ --------------------------------
- ------------------------------ --------------------------------
- ------------------------------ --------------------------------
Telephone: (408) 721-4062 Telephone: (0866)62-4121
Fax: (408) 732-4116 Fax: (0866) 63-1426
Each party may change its Documentation Manager upon written notice to the other
party.
Both parties shall be relieved of all obligations hereunder FIVE (5) years after
July 8, 1991.
UNDERSTOOD AND AGREED:
DISCLOSING PARTY: RECIPIENT:
NATIONAL SEMICONDUCTOR CORPORATION TOREX SEMICONDUCTOR LTD.
- ------------------------------ --------------------------------
Signature Signature
- ------------------------------ --------------------------------
Type of Print Name Type of Print Name
- ------------------------------ --------------------------------
Title Title
- ------------------------------ --------------------------------
Date Date
Return fully executed copies of this Agreement to each party's Documentation
Manager.
APPENDIX A
Items Considered To Be Confidential Under Terms Of The Foregoing Confidential
Disclosure Agreement:
<PAGE>
SEMICONDUCTOR DESIGN, PROCESS, AND MANUFACTURING INFORMATION.
Authorized Purposes For Use Of Confidential Information Under Foregoing
Confidential Disclosure Agreement:
FOR USE BY TOPEX IN SUPPLYING SEMICONDUCTOR DICE, WAFERS, PIECE
PARTS, AND PACKAGED DEVICES TO NATIONAL.
<PAGE>
RELIABILITY TEST CONDITIONS
15-Nov-91 Page 1 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TEST TEST
DEFINITION TEST CONDITIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACLV AUTOCLAVE TEMPERATURE 21 Deg C
PLASTIC PRESSURE 15 PSIG
UNITS
READOUT 0/168 Hrs
SAMPLE SIZE 100 Units
- ------------------------------------------------------------------------------------------------------------------------------------
ACOL AC OP LIFE TEMPERATURE 28 Deg C
GLASS SEALS BIAS 1D & 1S: IOU = 50 ma; VR = WIV
CONDITIONS All Others: Io = 200 ma; VR = WIV
READOUT 0/168/500/1000 Hrs
SAMPLE SIZE 100 Units
- ------------------------------------------------------------------------------------------------------------------------------------
DCOL DC OP LIFE TEMPERATURE 25 Deg C
BIAS 1D & 1S: If = 150 ma
CONDITIONS DE: IF = 300 ma
All Other Glass Seals: IF = 400 ma
SOT-23: IF = 208 man/Junct; PD = 250 mw
1T; DCOL NOT PERFORMED
READOUT 0/168/500/1000 Hrs
SAMPLE SIZE 100 Units (2 Chamber slots per sample)
- ------------------------------------------------------------------------------------------------------------------------------------
HTRB HIGH TEMP TEMPERATURE 150 Deg C
REVERSE
BIAS BIAS 80% RATED VOLTAGE
CONDITIONS
READOUT 0/168/500/1000 Hrs
SAMPLE SIZE 100 Units (2 Chamber slots per sample)
- ------------------------------------------------------------------------------------------------------------------------------------
HTS HIGH TEMP TEMPERATURE 150 Deg C (Plastic only)
STORAGE 200 Deg C (Glass seals only)
READOUT 0/168/500/100 Hrs
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SAMPLE SIZE 100 Units
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
RELIABILITY TEST CONDITIONS
15-Nov-91 Page 2 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TEST
TEST DEFINITION TEST CONDITIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TMCL TEMP CYCLE TEMPERATURE -40 to +150 Deg C
READOUT 0/100/200 Cyc
SAMPLE SIZE 100 Units
- ------------------------------------------------------------------------------------------------------------------------------------
TMSK THERMO TEMPERATURE -55 to +125 Deg C
SHOCK
READOUT 0/100/200 Cyc
SAMPLE SIZE 100 Units
- ------------------------------------------------------------------------------------------------------------------------------------
VFPL VF PULL TEMPERATURE 25 Deg C
BIAS If = 200 ma
CONDITIONS
APPLIED PULL 10 pounds
REJECT DEGRADATION = Delta VF @ 26 - 100 mv
CRITERIA CATASTROPHIC = Delta VF g.t. 100 mv
SAMPLE SIZE DO-35 Package Only - 500 Units
- ------------------------------------------------------------------------------------------------------------------------------------
THBT HUMIDITY TEMPERATURE 85 Deg C @ 85% RH
PLASTIC BIAS VR = 10 v
UNITS CONDITIONS
READOUT 0/168/500/1000 Hrs
SAMPLE SIZE 100 Units
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: ON ALL REL TESTS ACCEPT ON 1; REJECT ON 2
================================================
================================================
<PAGE>
PROPOSED TOREX DIODE QUALIFICATION
LOCATION PERFORMING REL TESTING HAS OPTION OF PERFORMING
EITHER ACOL or DCOL TEST ACCORDING TO CURRENT CAPACITY
3 DIFFERENT DIE RUNS FOR EACH PRODUCT
15-Nov-91 Page 3 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
REL
OLD TESTS
PKG NSID CODE COMMENTS REQ'D TIME POINTS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DO-35 D3 1000 1N4148 ACOL 168 hrs; 500 hrs; 1,000 hrs
DCOL 168 hrs; 500 hrs; 1,000 hrs
HTRB 168 hrs; 500 hrs; 1,000 hrs
HTS 168 hrs; 500 hrs;
TMSK 100 cyl; 500 cyl
VF PULL 500 UNITS
DO-35 D4 1100 SMALL CONTACT ACOL 168 hrs
1000 PRODUCT DCOL 168 hrs
HTRB 168 hrs
VF PULL 500 UNITS
DO-35 D5 1800 OVER-DIFFUSED ACOL 168 hrs
1000 PRODUCT DCOL 168 hrs
HTRB 168 hrs
VF PULL 500 UNITS
- ------------------------------------------------------------------------------------------------------------------------------------
DO-7 1D 1300 FJT 1100 ACOL 168 hrs; 500 hrs; 1,000 hrs
DCOL 168 hrs; 500 hrs; 1,000 hrs
HTRB 168 hrs; 500 hrs; 1,000 hrs
HTS 168 hrs; 500 hrs;
TMSK 100 cyl; 500 cyl
- ------------------------------------------------------------------------------------------------------------------------------------
DO-7 1G 1400 DO7 VERSION OF ACOL 168 hrs
1450 PRODUCT DCOL 168 hrs
HTRB 168 hrs
SOT-23 1H 1425 SOT VERSION OF DCOL 168 hrs
1450 PRODUCT HTRB 168 hrs
MMBD 1405 ACLV 168 hrs
DUAL DICE TMSK 100 cyl;
WIRE PULL
DO-35 1J 1450 FDH-400 ACOL 168 hrs
DCOL 168 hrs
HTRB 168 hrs
VF PULL 500 UNITS
DO-35 1V 1460 HIGH VOLTAGE ACOL 168 hrs; 500 hrs; 1,000 hrs
VERSION OF DCOL 168 hrs; 500 hrs; 1,000 hrs
1450 PRODUCT HTRB 168 hrs; 500 hrs; 1,000 hrs
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
HTS 168 hrs; 500 hrs;
TMSK 100 cycl; 500 cyl
VF PULL 500 UNITS
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROPOSED TOREX DIODE QUALIFICATION
LOCATION PERFORMING REL TESTING HAS OPTION OF PERFORMING
EITHER ACOL or DCOL TEST ACCORDING TO CURRENT CAPACITY
3 DIFFERENT DIE RUNS FOR EACH PRODUCT
15-Nov-91 Page 4 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
REL
OLD TESTS
PKG NSID CODE COMMENTS REQ'D TIME POINTS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DO-7 1K 1500 DO 7 VERSION OF ACOL 168 Hrs
1550 PRODUCT DCOL 168 Hrs
HTRB 168 Hrs
SOT-23 1L 1525 SOT VERSION OF ACOL 168 hrs
1550 PRODUCT DCOL 168 hrs
MMBD 1505 HTRB 168 hrs
DUAL DICE TMSK 100 cyl;
WIRE PULL
DO-35 1M 1550 HIGH VOLTAGE ACOL 168 hrs; 500hrs; 1,000 hrs
VERSION OF DCOL 168 hrs; 500 hrs; 1,000 hrs
1550 PRODUCT HTRB 168 hrs; 500 hrs; 1,000 hrs
HTS 168 hrs; 500 hrs;
TMSK 100 cyl; 500 cyl
VF PULL 500 UNITS
- ------------------------------------------------------------------------------------------------------------------------------------
DO-7 1N 1600 DO7 VERSION OF ACOL 168 hrs
1625 PRODUCT DCOL 168 hrs
HTRB 168 hrs
SOT-23 1P 1625 MMBD 1205 DCOL 168 hrs 500 hrs; 1,000 hrs
DUAL DICE HTRB 168 hrs; 500 hrs; 1,000 hrs
HTS 168 hrs; 500 hrs; 1,000 hrs
ACLV 168 hrs
TMSK 100 cyl; 500 cyl
85/85 1000 hrs
WIRE PULL
DO-35 Ir 1650 DO35 VERSION OF ACOL 168 hrs
1625 PRODUCT DCOL 168 hrs
HTRB 168 hrs
VF PULL 500 UNITS
DO-35 IrB 1650 DELCO 1650 ACOL 168 hrs; 500 hrs; 1,000 hrs
FDH-9550 DCOL 168 hrs; 500 hrs; 1,000 hrs
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
HTRB 168 hrs; 500 hrs; 1,000 hrs
HTS 168 hrs; 500 hrs;
TMSK 100 cyl; 500 cyl
VF PULL 500 UNITS
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PROPOSED TOREX DIODE QUALIFICATION
LOCATION PERFORMING REL TESTING HAS OPTION OF PERFORMING
EITHER ACOL or DCOL TEST ACCORDING TO CURRENT CAPACITY
3 DIFFERENT DIE RUNS FOR EACH PRODUCT
15-Nov-91 Page 5 of 5
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
REL
OLD TESTS
PKG NSID CODE COMMENTS REQ'D TIME POINTS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DO-7 1S 1700 FD 700 ACOL 168 hrs; 500 hrs; 1,000 hrs
DCOL 168 hrs; 500 hrs; 1,000 hrs
HTRB 168 hrs; 500 hrs; 1,000 hrs
HTS 168 hrs; 500 hrs;
TMSK 100 cyl; 500 cyl
SOT-23 1T 1725 SOT VERSION OF DCOL 168 Hrs
1700 PRODUCT HTRB 168 Hrs
MMBD 1705 ACLV 168 Hrs
DUAL DICE TMSK 100 cyl;
WIRE PULL
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: ON ALL REL TESTS ACCEPT ON 1; REJECT ON 2
================================================
================================================
<PAGE>
ATTACHMENT V
PACKING SPECIFICATION
<PAGE>
PACKING SPECIFICATION
PURPOSE: THIS SPECIFICATION APPLIES TO ALL 4 INCH WAFER PACKING.
SCOPE: THIS COVERS ALL DIODE AND TRANSISTOR FINISHED WAFERS SHIPPED TO
NATIONAL SEMICONDUCTOR CEBU PHILIPPINES
LABEL: ALL PACKAGES SHALL CARRY THE FOLLOWING INFORMATION:
1) DEVICE (NS ID AND APPLICABLE REVISION) AND BIN TARGET
2) LOT NUMBER
3) WAFER QUANTITY
4) MANUFACTURED BY
PACKING: 1) TO ENSURE NO DAMAGE DURING TRANSPORTATION, THE PACKING
METHOD IS DONE PER THE DIAGRAM BELOW:
_______________ SPONGE
_______________ PAPER
_______________ WAFER
_______________ PAPER
[ FIGURE ] [ FIGURE ]
2) FOR TRANSISTORS, THE WAFERS ARE TO BE PACKED IN NUMERICAL ORDER.
3) WAFERS SHOULD BE PLACED IAN THE CONTAINER WITH THE FRONT OF THE WAFER
FACING UP.
4) THE LID OF THE CONTAINER MUST OF A TYPE THAT WILL STAY ON THE CONTAINER
WITHOUT TAPE.
<PAGE>
January 14, 1992
To: Richard Hung
From: Maureen Feltz
Subject: Torex/NSC Contract Proposal
Ammendments:
1) Item #3 Term
"The term of this Agreement shall be effective...continued thereafter for
5 years,...
2) Item #4 Price and Payment
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
3) Item #5 Quantities
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
5) Item #8 Leatimes
(rewrite)
"SELLER guarantees that leadtime on new orders shall not exceed 4 weeks
ex-factory for initial order.
6) Item #12e Process Changes
(add)
"If after 30 days the problems cannot be resolved by the SELLER, the
SELLER is to alert NSC immediately and the situation is to receive the full
attention of both parties until mutually resolved."
7) Item #13 NSC Suggestions and Approvals
- See contract paragraph-
(Need suggestions from SELLER/Torex on what they are looking for and what
they don't understand with regards to the term "obligations".)
8) Item #17 Indemnification and Limitation of Liability
(rewrite paragraph #3)
<PAGE>
"NSC shall not be liable to SELLER for any cancellation penalties,
excluding ones resulting from cancellation of 3 periods firm orders, work in
process, or any other amounts to compensate SELLER for lost profits or
opportunities, so long as NSC pays for accepted products from SELLER at the
prices, in quantities and under terms that are consistent with this Agreement.
(add)
SELLER must promise to do their best to minimize all liabilities. (See
Kyocera contract for wording)
9) At the end of the existing contract an additional paragraph will be
cited with regards to "Exchange of Personnel".
Objective: Exchange of dedicated personnel, one National employee for
one Torex employee for the duration of this 5 Year Agreement.
Notes: National employee to take up permanent residence in Japan and an
office in Torex's Japan Facility. Torex employee to take up permanent
residence in Cebu and an office in NSC's Cebu facility.
<PAGE>
ATTACHMENT VII
EXTENSION - SECTION 15 CONFIDENTIALITY
In addition to the confidentiality agreement covered in section 15, where
both parties pledge to maintain the confidentiality of information transferred
to them, Torex will sell NSC designed products and any future derivatives of NSC
products only to NSC or its successors.
<PAGE>
TOREX PROPOSAL - 3/11/92
ATTACHMENT VII
EXTENSION - SECTION 15 CONFIDENTIALITY
In addition to the confidentiality agreement covered in section 15, where both
parties pledge to maintain the confidentiality of information transferred to
them, Torex will sell NSC designed products and any future derivatives of NSC
products only to NSC or its successors. A derivative in this paragraph is
defined as a product in which the design is developed by or under written
instructions from NSC or its successors.
Signed : Signed:
NATIONAL SEMICONDUCTOR CORP. TOREX SEMICONDUCTOR LTD.
- -------------------------------- ---------------------------------
R.E. Belcher Hiroshi Tori
Vice President & General Manager President
Discrete Division
Date:___________________________ Date:_____________________________
<PAGE>
DOCUMENTATION MANAGERS
Each party designates the persons identified below as its Documentation Manager
for the receipt and dispatch, on its behalf, of all Confidential Information
disclosed pursuant to this Agreement as follows:
FOR DISCLOSING PARTY: FOR RECIPIENT:
Attention: Attention:
TOM WELSH M/S 4-150 H. TANI
2900 SEMICONDUCTOR DRIVE TOREX SEMICONDUCTOR LTD.
P. O. BOX 58090 6833 KINOKO, IBARA-CITY
SANTA CLARA, CA 95052-8090 OKAYAMA, 715 JAPAN
Telephone: (408) 721-4062 Telephone: (0866)62-4121
Fax: (408) 732-4116 Fax: (0866) 63-1426
Each party may change its Documentation Manager upon written notice to the other
party.
Both parties shall be relieved of all obligations hereunder FIVE (5) years after
July 8, 1991.
UNDERSTOOD AND AGREED:
DISCLOSING PARTY: RECIPIENT:
NATIONAL SEMICONDUCTOR CORPORATION TOREX SEMICONDUCTOR LTD.
- ---------------------------------- ------------------------------
Signature Signature
- ---------------------------------- ------------------------------
Type of Print Name Type of Print Name
VICE PRESIDENT DISCRETE DIVISION SENIOR MANAGING DIRECTOR
- ---------------------------------- ------------------------------
Title Title
JULY 8, 1991 JULY 8, 1991
- ---------------------------------- ------------------------------
Date Date
Return fully executed copies of this Agreement to each party's Documentation
Manager.
APPENDIX A
Items Considered To Be Confidential Under Terms Of The Foregoing Confidential
Disclosure Agreement:
<PAGE>
SEMICONDUCTOR DESIGN, PROCESS, AND MANUFACTURING INFORMATION.
Authorized Purposes For Use Of Confidential Information Under Foregoing
Confidential Disclosure Agreement:
FOR USE BY TOPEX IN SUPPLYING SEMICONDUCTOR DICE, WAFERS, PIECE
PARTS, AND PACKAGED DEVICES TO NATIONAL.
<PAGE>
LETTER OF INTENT
THIS LETTER OF INTENT is dated _______________ of August, 1991, by and between
NATIONAL SEMICONDUCTOR CORPORATION, a Delaware Corporation, having a principal
place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 (hereinafter "NSC") and THINK-O ELECTRIC COMPANY, a Japanese
corporation, having a principal place of business at 150 Kinoko, Ibara-City,
Okayama, 715 Japan (hereinafter "TEC"). NSC and/or TEC may be referred to herein
as a "party" or the "parties" as the case may require.
WITNESSETH:
WHEREAS, NSC and TEC have entered into preliminary discussions concerning
the creation of a business relationship between the parties; and
WHEREAS, NSC and TEC desire to record and memorialize the substance of
those discussions in order to construct a framework from which a final binding
agreement can be negotiated.
NOW, THEREFORE, in furtherance of the premises the parties hereto set
forth the following:
1. NSC shall purchase discrete semiconductor dice and/or wafers, and will
consider the purchase of other semiconductor materials and piece parts,
from TEC on a preferred supplier basis.
2. TEC shall supply such materials to NSC as a preferred customer with
special pricing and guaranteed production capacity.
3. Should TEC discrete semiconductors be successfully qualified by NSC and
should the parties agree on price, quality, delivery and other terms and
conditions of sale, then NSC shall agree to commence purchasing a minimum
of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] wafers, or dice equivalent, per
month from TEC. Since the parties acknowledge that NSC
requirements for discrete semiconductors may increase during the
two year period following the signing of a final agreement
by the parties, TEC agrees that it shall, at NSC's request, make available
to NSC up to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] discrete semiconductor wafers per
month. Depending upon TEC performance and semiconductor market
conditions, the parties agree that this schedule can be extended
and that the quantity of wafers to be delivered thereunder can be
increased up to [CONFIDENTIAL INFORMATION OMITTED AND
<PAGE>
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] or more per
month.
4. The parties agree to cooperate and take all reasonable steps necessary to
resolve any problems that may arise with regard to performance, price,
quality or delivery.
5. The initial prices to NSC for TEC wafers shall be follows:
Bias
Combined Total Finished Resistor
Wafers/Month Diodes Zeners Trans. Trans. Trans.
------------ ------ ------ ------ ------ ------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Diode and zener prices do not include front bump or back metal. Transistor
prices do not include back metal, but shall sample probing. All prices
include production masks and incidental tooling expenses. NSC shall supply
mask masters. The listed prices are also based on yields of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] percent for diodes and [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] percent for
transistors.
6. Initial deliveries by TEC shall be [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]after receipt
of order. Following deliveries will be based upon a [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] rolling forecast supplied by NSC and updated monthly.
7. The parties agree to review pricing annually.
8. This Letter of Intent shall not be a binding commitment upon either party,
but shall instead serve as a basis for good faith negotiations between NSC
and TEC leading to a final binding contract. The parties agree to strive
to execute such a contract not later than September 30, 1991.
9. The final contract shall be administered on behalf of TEC by Torex
Semiconductor LTD., TEC's international operations management company.
<PAGE>
10. Neither party shall publicize or otherwise disclose the terms of this
relationship, this Letter of Intent, or the final agreement, without the
prior written approval of the other party.
IN WITNESS WHEREOF, the parties have had this Letter of Intent
executed by their respective authorized officers on the day and date first
written above.
THINK-O ELECTRIC COMPANY NATIONAL SEMICONDUCTOR CORPORATION
By: By:
------------------------------ ------------------------------
Title: Title
------------------------------ ------------------------------
<PAGE>
Die Size: 10 x 10 mils Die Size: 17.5 x 17.5 mils
Diode Test Program Diode Test Program
- --------------------------------- ----------------------------------
Test Condition Min Max Test Condition Min Max
- --------------------------------- ----------------------------------
Ir Vr=22v 3.0 nA Ir Vr=130v 5 nA
- --------------------------------- ----------------------------------
Ir Vr=22v 20 nA Ir Vr=185v 10 nA
- --------------------------------- ----------------------------------
BV Ir=5uA 78 v BV Ir=5uA 205 v
- --------------------------------- ----------------------------------
BV Ir=100uA 103" v BV Ir= v
- --------------------------------- ----------------------------------
BV Ir=100uA 180 v BV Ir= V
- --------------------------------- ----------------------------------
Vf If=1.0uA 325 mv Vf If=10uA 430 mv
- --------------------------------- ----------------------------------
Vf If=10uA 420 mv Vf If= mv
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Date Rev Comment
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 1PC Device: IrC
Die Size: 15 x 15 mils Die Size: 15 x 15 mils
Diode Test Program Diode Test Program
- --------------------------------- ----------------------------------
Test Condition Min Max Test Condition Min Max
- --------------------------------- ----------------------------------
Ir Vr=22v 4.0 nA Ir Vr=22v nA
- --------------------------------- ----------------------------------
Ir Vr=22v 20 nA Ir Vr=22v 30 nA
- --------------------------------- ----------------------------------
Ir Ir=52v 78 40 nA Ir Ir=52v 80 nA
- --------------------------------- ----------------------------------
BV Ir= v BV Ir= v
- --------------------------------- ----------------------------------
BV Ir=100uA 103 v BV Ir=100uA 103 V
- --------------------------------- ----------------------------------
Vf If=1.0uA 320 mv Vf If=1.0uA 320 mv
- --------------------------------- ----------------------------------
Vf If=10uA 385 mv Vf If=10uA 385 mv
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Date Rev Comment
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device
Die Size: 25 x 25 mils Die Size: 25 x 25 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 1.8 v VBE 1b=10mA 1.8 v
- ---------------------------------- --------------------------------
ICBO Vcb=60v 100 nA ICBO Vcb=60v 100 nA
- ---------------------------------- --------------------------------
ICES Vce= nA ICES Vce= nA
- ---------------------------------- --------------------------------
IEBO veb=10v 100 nA IEBO Veb=10v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 32 v BVCEO 1c=10mA v
- ---------------------------------- --------------------------------
BVCES 1c=100uA 48 v BVCES 1c=100uA 45 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 13 v BVEBO 1e=10uA 13 v
- ---------------------------------- --------------------------------
HFE 1c=100mA 5K 100K HFE 1c=100mA 60K 300K
Vce=5.0v Vce=5.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 5K 10K -1 A1
- --------------------------------- ----------------------------------
A2 10K 25K A2
- --------------------------------- ----------------------------------
B1 25K 35K -2 B1
- --------------------------------- ----------------------------------
B2 35K 45K -3 B2
- --------------------------------- ----------------------------------
C1 45K 60K -4 C1 60K 120K -4
- --------------------------------- ----------------------------------
C2 60K 100K -5 C2 120K 300K -5
- --------------------------------- ----------------------------------
*Torex will target to Bin 5 but NS
will accept wfr with yld in Bin 4
that make the lot aver yld > S/S
>80%
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
[ illegible ]
-------------
- - All wafers are tested at T85, 100 spots/wafer
- - A minimum of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] wafer yield to the BV, leakage,
Vbe portion of the specification for the target bin yield except when it
is determined by both parties that the HFE target will cause the BV
distribution to fall below the specification. An engineering plan to
improve the BV distribution for these high HFE devices will be developed
and reviewed in three periods. Along with the electrical yields in
general. Examples are as follows:
PRODUCT HFE RANK
------- --------
05S - C1, C2
12R - B2, C1, C2
16J - A2, B1, B2
38J - B1, B2, C1
66R - B2, C1
74l - B1, B2
79L - A2, B1, B2, C1
- - A minimum [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] lot average yield to the HFE bin with
no wafer in the lot having less than[CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] yield to the
HFE bin.
- - For HFE bin targets where the HFE range is less than 2:1 or there is a
high HFE requirement, the lot average yield for these bins is a minimum
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] with no wafer in the lot yielding less than
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]. These bins will be identified on the test
programs.
- - NSC and Torex agree to review these yields after a device has run for
three periods to see if a change to the yield accept limit is needed. The
target goal for the HFE bins is [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
DIODE YIELD ACCEPTANCE
- ----------------------
All wafers are tested at T85 as follows:
<PAGE>
- - 5 wafers/lot sampled; 100 spots/wafer
* If the yield is [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]%, the lot is shipped to Cebu
* If the 1 or more wafers have [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], 5 more wafers in
the lot are tested
2nd group of 5 wafers sampled; 100 spots/wafer
* If all of these wafers [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], the lot is
shipped to Cebu
* If one of more wafers yield [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], the remaining
wafers in the lot are tested
Any wafer with yield [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] is scrapped at Think-O. Wafers with
yield between [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] can be shipped to Cebu as long as the total
number of wafers in this yield range does not exceed [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the
shipment. This is to be reviewed in 30 days from today with a target yield goal
of [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] or greater.
<PAGE>
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 1.8 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=65v 100 nA ICES Vce=50v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=7.0v 100 nA IEBO Veb=6.3v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 100 v BVCEO 1c=10mA 55 v
- ---------------------------------- --------------------------------
BVCES 1c=100uA 110 v BVCES 1c=100uA 110 v
- ---------------------------------- --------------------------------
BVEBO 1e=1.0mA 19.5 v BVEBO 1e=10uA 8.2 v
- ---------------------------------- --------------------------------
HFE 1c=100mA 4K 100K HFE 1c=1.0mA 150 900
Vce=5.0v Vce=5.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 4K 10K -1 A1
- --------------------------------- ----------------------------------
A2 10K 25K -2 A2 150 275 -2
- --------------------------------- ----------------------------------
B1 25K 35K -4 B1 275 450 -3
- --------------------------------- ----------------------------------
B2 35K 70K -3 B2 450 550 -4
- --------------------------------- ----------------------------------
C1 70K 100K -3 C1 550 650 -4
- --------------------------------- ----------------------------------
C2 C2 650 900 -5
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
11/25/91 A Issue E. Keiser 11/22/91 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Pr 10K Bin 4 Test Spec
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb=90v 100 nA ICBO Vcb=65v 100 nA
- ---------------------------------- --------------------------------
ICES Vce=55v 100 nA ICES Vce=55v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=5.0v 100 nA IEBO Veb=5.0v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 50 v BVCEO 1c=10mA 42 v
- ---------------------------------- --------------------------------
BVCES 1c=100uA v BVCES 1c=100uA v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 7.0 v BVEBO 1e=10uA 7.0 v
- ---------------------------------- --------------------------------
HFE 1c=10mA 110 800 HFE 1c=10mA 450 800
Vce=5.0v Vce=5.0v
- ---------------------------------- --------------------------------
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 A1
- --------------------------------- ----------------------------------
A2 110 180 -2 A2
- --------------------------------- ----------------------------------
B1 180 225 -5 B1
- --------------------------------- ----------------------------------
B2 225 360 -3 B2
- --------------------------------- ----------------------------------
C1 360 450 -3 C1
- --------------------------------- ----------------------------------
C2 450 800 -4 C2 450 800 -4
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
*for Bin 4, use Pr 10 Bin 4 test spec
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
11/22/91 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
1/22/92 B add Bin 4 E. Keiser
test spec
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb=90v 100 nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=60v 100 nA ICES Vce=65v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=5.0v 100 nA IEBO Veb=6.0v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 84 v BVCEO 1c=10mA 84 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 90 v BVCES 1c=10uA 160 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 7.0 v BVEBO 1e=10uA 8.2 v
- ---------------------------------- --------------------------------
HFE 1c=10mA 110 700 HFE 1c=100mA 55 550
Vce=5.0v Vce=5.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 A1 55 110 -1
- --------------------------------- ----------------------------------
A2 110 220 -2 / -3 A2 110 150
- --------------------------------- ----------------------------------
B1 220 270 B1 150 200 -2
- --------------------------------- ----------------------------------
B2 270 350 -4 B2 200 250 -3
- --------------------------------- ----------------------------------
C1 350 440 C1 250 300 -4
- --------------------------------- ----------------------------------
C2 440 700 -5 C2 300 550
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=45v 100 nA ICES Vce=125v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=5.0v 100 nA IEBO Veb=5.0v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 43 v BVCEO 1c=10mA 168 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 80 v BVCES 1c=10uA 220 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 6.5 v BVEBO 1e=10uA 6.5 v
- ---------------------------------- --------------------------------
HFE 1c=50mA 45 320 HFE 1c=10mA 66 250
Vce=1.0v Vce=5.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 45 110 -1 A1 66 90 -3
- --------------------------------- ----------------------------------
A2 110 120 -2 / -8 A2 90 120 -2 / -3
- --------------------------------- ----------------------------------
B1 120 150 -2 / -8 B1 120 225 -2 / -3 / -4
- --------------------------------- ----------------------------------
B2 150 190 -2 / -8 B2 225 250 -4
- --------------------------------- ----------------------------------
C1 190 320 -2 C1
- --------------------------------- ----------------------------------
C2 C2
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=1.0mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=65v 100 nA ICES Vce=25v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=5.0v 100 nA IEBO Veb=4.2v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 43 v BVCEO 1c=1.0mA 16 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA v BVCES 1c=10uA 42 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 6.5 v BVEBO 1e=10uA 4.8 v
- ---------------------------------- --------------------------------
HFE 1c=100mA 65 350 HFE 1c=10mA 50 110
Vce=10v Vce=1.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 65 110 -1 A1 50 110 -1
- --------------------------------- ----------------------------------
A2 110 150 -2 A2
- --------------------------------- ----------------------------------
B1 150 200 -2 B1
- --------------------------------- ----------------------------------
B2 200 270 -2 / -3 B2
- --------------------------------- ----------------------------------
C1 270 350 -3 C1
- --------------------------------- ----------------------------------
C2 C2
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
11/25/91 A Issue E. Keiser 2/14/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=25v 100 nA ICES Vce=40v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=4.0v 100 nA IEBO Veb=5.3v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 16 v BVCEO 1c=10mA 43 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 42 v BVCES 1c=10uA 70 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 5.2 v BVEBO 1e=10uA 6.5 v
- ---------------------------------- --------------------------------
HFE 1c=30mA 40 110 HFE 1c=10mA 60 450
Vce=1.0v Vce=1.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 40 110 -1 A1 60 110 -1
- --------------------------------- ----------------------------------
A2 A2 110 130 -1 / -2
- --------------------------------- ----------------------------------
B1 B1 130 150 -2
- --------------------------------- ----------------------------------
B2 B2 150 270 -2 / -3
- --------------------------------- ----------------------------------
C1 C1 270 380 -3 / -8
- --------------------------------- ----------------------------------
C2 C2 380 450 -8
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
2/14/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
2/14/92 B Add Bin 8 E. Keiser
target,
C2 HFE
rank;
change
HFE max
to 450
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 25P / C3025 Device: 75S / C3037
Die Size: 29 x 28 mils Die Size: 31 x 31 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=40v 100 nA ICES Vce=45v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=4.5v 100 nA IEBO Veb=4.5v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 52 v BVCEO 1c=10mA 32 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 83 v BVCES 1c=10uA 73 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 6.5 v BVEBO 1e=10uA 6.5 v
- ---------------------------------- --------------------------------
HFE 1c=100mA 66 135 HFE 1c=100mA 90 315
Vce=1.0v Vce=1.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 66 135 -1 A1 90 110 -2
- --------------------------------- ----------------------------------
A2 A2 110 130 -2 / -4
- --------------------------------- ----------------------------------
B1 B1 130 180 -2 / -4
- --------------------------------- ----------------------------------
B2 B2 180 220 -2 / -3/ -4
- --------------------------------- ----------------------------------
C1 C1 220 270 -2/ -3/ -4
- --------------------------------- ----------------------------------
C2 C2 270 315 -4
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 38J / D3038 Device: 39J / D3039
Die Size: 31 x 31 mils Die Size: 31 x 31 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=55v 100 nA ICES Vce=63v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=6.3v 100 nA IEBO Veb=6.3v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 60 v BVCEO 1c=10mA 84 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 93 v BVCES 1c=10uA 94 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 7.2 v BVEBO 1e=10uA 8.4 v
- ---------------------------------- --------------------------------
HFE 1c=100mA 55 540 HFE 1c=100mA 50 450
Vce=1.0v Vce=1.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 55 110 -1 A1 50 90 -1 / -2
- --------------------------------- ----------------------------------
A2 110 170 -2 / -4 A2 90 150 -1 / -2
- --------------------------------- ----------------------------------
B1 170 270 -2/ -3/ -4 B1 150 225 -2/ -3/ -4
- --------------------------------- ----------------------------------
B2 270 360 -3/ -4/ -5 B2 225 250 -3/ -4/ -5
- --------------------------------- ----------------------------------
C1 360 540 -5 C1 250 350 -4/ -5
- --------------------------------- ----------------------------------
C2 C2 350 450 -5
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 42P / C3042 Device: 43W / C3043
Die Size: 15 x 15 mils Die Size: 13 x 15 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=1.0mA 0.9 v VBE 1b=1.0mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=33v 100 nA ICES Vce=33v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=4.0v 100 nA IEBO Veb=3.5v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=1.0mA 42 v BVCEO 1c=1.0mA 16 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 45 v BVCES 1c=10uA 35 v
- ---------------------------------- --------------------------------
BVEBO 1e=10mA 5.2 v BVEBO 1e=10uA 5.3 v
- ---------------------------------- --------------------------------
HFE 1c=10mA 55 220 HFE 1c=10mA 45 180
Vce=5.0v Vce=5.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 55 66 -1 A1 45 55 -1
- --------------------------------- ----------------------------------
A2 66 110 -1 A2 55 75 -1
- --------------------------------- ----------------------------------
B1 110 135 -2 B1 75 90 -1 / -2
- --------------------------------- ----------------------------------
B2 135 180 -3 / -4 B2 90 110 -2 / -3
- --------------------------------- ----------------------------------
C1 180 220 -3 / -4 C1 110 140 -2 / -3
- --------------------------------- ----------------------------------
C2 C2 140 180 -3
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
2/14/92 A Issue E. Keiser 2/14/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 7 / 03048 Device: 61H / B3061
Die Size: 28 x 28 mils Die Size: 25 x 25 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 1.8 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=150v 100 nA ICES Vce=32v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=6.3v 100 nA IEBO Veb=11v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 315 v BVCEO 1c=10mA 45 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 325 v BVCES 1c=10uA 50 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 7.0 v BVEBO 1e=10uA 12.5 v
- ---------------------------------- --------------------------------
HFE 1c=10mA 40 150 HFE 1c=100mA 8K 190K
Vce=10v Vce=5.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 40 50 -1 A1 8K 12K -1
- --------------------------------- ----------------------------------
A2 50 80 -1 / -2 A2 12K 22K -1 / -2
- --------------------------------- ----------------------------------
B1 80 150 -2 B1 22K 52K -1 / -2
- --------------------------------- ----------------------------------
B2 B2 52K 77K -2 / -3
- --------------------------------- ----------------------------------
C1 C1 77K 100K -3 / -4
- --------------------------------- ----------------------------------
C2 C2 100K 190K -4 / -5
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
11/25/91 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
2/14/92 B Redefined
HFE
ranks,
new bins
added;
changed
BVCEO to
min 45v,
BVCES to
min 45v
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 62M / A3062 Device: 63W / A3063
Die Size: 18 x 18 mils Die Size: 19 x 19 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=45v 100 nA ICES Vce=45v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=6.5v 100 nA IEBO Veb=5.0v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=1.0mA 65 v BVCEO 1c=10mA 64 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 80 v BVCES 1c=10uA 70 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 8.2 v BVEBO 1e=10uA 6.3 v
- ---------------------------------- --------------------------------
HFE 1c=1.0mA 110 800 HFE 1c=150mA 65 330
Vce=5.0v Vce=10v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 110 150 -2 A1 65 110 -1
- --------------------------------- ----------------------------------
A2 150 225 -2 / -3 A2 110 130 -2
- --------------------------------- ----------------------------------
B1 225 300 -2 / -3 B1 130 170 -2 / -3
- --------------------------------- ----------------------------------
B2 300 450 -4 B2 170 270 -2 / -3
- --------------------------------- ----------------------------------
C1 450 600 -4 C1 270 330 -3
- --------------------------------- ----------------------------------
C2 600 800 -5 C2
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Changed E. Keiser 1/22/92 A Issue E. Keiser
Veb=6.3v,
HFE rank
limits
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 66R / A3066 Device 67M / B3067
Die Size: 22 x 13 mils Die Size: 30 x
30 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=40v 100 nA ICES Vce=60v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=5.0v 100 nA IEBO Veb=6.3v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 43 v BVCEO 1c=10mA 84 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 50 v BVCES 1c=10uA 90 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 6.3 v BVEBO 1e=10uA 7.2 v
- ---------------------------------- --------------------------------
HFE 1c=10mA 66 380 HFE 1c=100mA 50 550
Vce=1.0v Vce=5.0v
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 66 110 -1 A1 50 110 -1
- --------------------------------- ----------------------------------
A2 110 130 -1 A2 110 150 -2
- --------------------------------- ----------------------------------
B1 130 150 -2 B1 150 200 -2
- --------------------------------- ----------------------------------
B2 150 270 -2 / -3 B2 200 240 -2
- --------------------------------- ----------------------------------
C1 270 380 -3 C1 240 270 -2 / -3
- --------------------------------- ----------------------------------
C2 C2 270 550 -3
- --------------------------------- ----------------------------------
*For Bin 3 only, the acceptable
min lot average yield is 60%
with no wafer yielding 40%
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
11/25/91 A Issue E. Keiser 1/22/91 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 68 K / A3068 Device 68K/ A3068
Die Size: 20 x 20 mils Die Size: 20 x 20 mils
Pr 68 Bin 4
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=45v 100 nA ICES Vce=45v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=5.0v 100 nA IEBO Veb=5.0v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 48 v BVCEO 1c=10mA 42 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 50 v BVCES 1c=10uA 50 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 7.0 v BVEBO 1e=10uA 7.0 v
- ---------------------------------- --------------------------------
HFE 1c=10mA 110 800 HFE 1c=10mA 450 800
Vce=5.0v Vce=5.0v
- ---------------------------------- --------------------------------
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 A1
- --------------------------------- ----------------------------------
A2 110 225 -2 A2
- --------------------------------- ----------------------------------
B1 225 300 -3 B1
- --------------------------------- ----------------------------------
B2 300 450 -3 B2
- --------------------------------- ----------------------------------
C1 450 600 -5 C1
- --------------------------------- ----------------------------------
C2 600 800 -4 C2 450 800 -4
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
11/25/91 A Issue E. Keiser 1/22/91 A Issue E. Keiser
- --------------------------------- ----------------------------------
1/22/92 B Add Bin 4 E. Keiser
spec,
change C2
HFE to 800
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 74L / A3074 Device: 76J / B3076
Die Size: 19 x 19 mils Die Size: 33 x 27 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=75v 100 nA ICES Vce=150v 100 nA
- ---------------------------------- --------------------------------
IEBO Veb=5.0v 100 nA IEBO Veb=6.3v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 170 v BVCEO 1c=10mA 315 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 180 v BVCES 1c=10uA 315 v
- ---------------------------------- --------------------------------
BVEBO 1e=10mA 7.2 v BVEBO 1e=10uA 7.8 10 v
- ---------------------------------- --------------------------------
HFE 1c=10mA 45 180 HFE 1c=10mA 43 250
Vce=10v Vce=10v
- ---------------------------------- --------------------------------
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 45 65 -1 A1 43 50 -1
- --------------------------------- ----------------------------------
A2 65 80 -1 / -2 A2 50 85 -1 / -2
- --------------------------------- ----------------------------------
B1 80 130 -1 / -2 B1 85 100 -2
- --------------------------------- ----------------------------------
B2 130 180 -1 / -2 B2 100 150 -2 / -3
- --------------------------------- ----------------------------------
C1 C1 150 200 -3
- --------------------------------- ----------------------------------
C2 C2 200 250 -3
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
Device: 77J / A3077 Device: 78J / B_______
Die Size: 31 x 31 mils Die Size: 31 x 31 mils
- ---------------------------------- --------------------------------
Test Condition Min Max Test Condition Min Max
- ---------------------------------- --------------------------------
VBE 1b=10mA 0.9 v VBE 1b=10mA 0.9 v
- ---------------------------------- --------------------------------
ICBO Vcb= nA ICBO Vcb= nA
- ---------------------------------- --------------------------------
ICES Vce=30v 100 nA ICES Vce=50v 100 nA
- ---------------------------------- --------------------------------
IEBO Vce=4.5v 100 nA IEBO Veb=6.3v 100 nA
- ---------------------------------- --------------------------------
BVCEO 1c=10mA 35 v BVCEO 1c=10mA 63 v
- ---------------------------------- --------------------------------
BVCES 1c=10uA 50 v BVCES 1c=10uA 70 v
- ---------------------------------- --------------------------------
BVEBO 1e=10uA 6.3 v BVEBO 1e=10uA 7.0 v
- ---------------------------------- --------------------------------
HFE 1c=100mA 55 350 HFE 1c=100mA 55 400
Vce=1.0v Vce=1.0v
- ---------------------------------- --------------------------------
- ---------------------------------- --------------------------------
- --------------------------------- ----------------------------------
HFE HFE HFE Order Bin HFE HFE HFE Order Bin
Rank min max Rank min max
- --------------------------------- ----------------------------------
A1 55 110 -1 A1 55 110 -1
- --------------------------------- ----------------------------------
A2 110 150 -1 / -2 A2 110 150 -1
- --------------------------------- ----------------------------------
B1 150 200 -2 B1 150 200 -2 / -3
- --------------------------------- ----------------------------------
B2 200 250 -2 / -3 B2 200 250 -2/ -3
- --------------------------------- ----------------------------------
C1 250 300 -3 C1 250 300 -3 / -4
- --------------------------------- ----------------------------------
C2 300 350 -3 C2 300 400 -4
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
Date Rev Comment Signoff Date Rev Comment Signoff
- --------------------------------- ----------------------------------
1/22/92 A Issue E. Keiser 1/22/92 A Issue E. Keiser
- --------------------------------- ----------------------------------
2/14/9_ B Changed E. Keiser
max HFE
to 400
Added Bin
4
- --------------------------------- ----------------------------------
- --------------------------------- ----------------------------------
<PAGE>
- ----------------------------------
Test Condition Min Max
- ----------------------------------
VBE 1b=10mA 0.9 v
- ----------------------------------
ICBO Vcb=80v 100 nA
- ----------------------------------
ICES Vce= nA
- ----------------------------------
IEBO Veb=5.2v 100 nA
- ----------------------------------
BVCEO 1c=10mA 128 v
- ----------------------------------
BVCES 1c=10uA 130 v
- ----------------------------------
BVEBO 1e=10uA 7.0 v
- ----------------------------------
HFE 1c=100mA 55 250
Vce=1.0v
- ----------------------------------
- ----------------------------------
- ---------------------------------
HFE HFE HFE Order Bin
Rank min max
- ---------------------------------
A1 50 80 -1
- ---------------------------------
A2 80 120 -1 / -2 / -3
- ---------------------------------
B1 120 160 -1/ -2 / -3
- ---------------------------------
B2 160 200 -3
- ---------------------------------
C1 200 250 -3
- ---------------------------------
C2
- ---------------------------------
- ---------------------------------
Date Rev Comment Signoff
- ---------------------------------
11/22/92 A Issue E. Keiser
- ---------------------------------
- ---------------------------------
- ---------------------------------
<PAGE>
Latitude: Exchange of several dedicated NSC and Torex personnel to
be in place during the transition. (need to specify an approximate time
frame)
Notes: In addition, both parties agree to hold quarterly review
meetings with dedicated personnel from both parties present and
alternating meeting site.
In the event of a crisis, NSC and Torex will maintain the ability to
exchange competant personnel at each site within 48 hours to address
critical situation.
cc: Louis Yamauchi
<PAGE>
ATTACHMENT III
BASE LINE PROCESSES
<PAGE>
- --------------------------------------------------------------------------------
NSC DEVICE TOREX DEVICE STANDARD MAILING DATE NOTE
NUMBER
- --------------------------------------------------------------------------------
TRANSISTORS 74l A3074 APRIL 17,
1992
------------------------------------------------------------------
76J B3076 The Date is Not Yet Fixed
------------------------------------------------------------------
77J A3077 APRIL 25,
1992
------------------------------------------------------------------
78J B3078 APRIL 25,
1992
------------------------------------------------------------------
79L B3079 APRIL 25,
1992
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
- --------------------------------------------------------------------------------
Diodes D3D * DS76 D41002 ---
- --------------------------------------------------------------------------------
1PC DS77 The Date is Not Yet
Fixed.
------------------------------------------------------------------
IRC DS78 The Date is Not Yet
Fixed.
------------------------------------------------------------------
1MC DS79 The Date is Not Yet
Fixed.
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
- --------------------------------------------------------------------------------
[CHARTS]
- --------------------------------------------------------------------------------
NSC DEVICE TOREX DEVICE STANDARD MAILING DATE NOTE
NUMBER
- --------------------------------------------------------------------------------
TRANSISTORS 05R D3005H APRIL 25,
1992
------------------------------------------------------------------
05S D3005L APRIL 25,
1992
------------------------------------------------------------------
06F D3006 MARCH 19,
1992
------------------------------------------------------------------
07T C3007 The Date is Not Yet
Fixed.
------------------------------------------------------------------
10K * C3010 H40403 --
------------------------------------------------------------------
11F C3011 The Date is Not Yet
Fixed.
------------------------------------------------------------------
12R D3012 APRIL 17,
1992
------------------------------------------------------------------
13N D3013 APRIL 17,
1992
------------------------------------------------------------------
16J C3016 APRIL 17,
1992
------------------------------------------------------------------
19T C3019L H40404 MARCH 19,
1992
------------------------------------------------------------------
19U C3019H H40405 MARCH 19,
1992
------------------------------------------------------------------
21K C3021 The Date is Not Yet
Fixed.
------------------------------------------------------------------
22M C3022 The Date is Not Yet
Fixed.
------------------------------------------------------------------
23U C3023 H40406 The Date is Not Yet
Fixed.
------------------------------------------------------------------
25P C3025 The Date is Not Yet
Fixed.
------------------------------------------------------------------
37J C3037 APRIL 25,
1992
------------------------------------------------------------------
38J D3038 APRIL 17,
1992
------------------------------------------------------------------
39J D3039 APRIL 25,
1992
------------------------------------------------------------------
42P C3042 The Date is Not Yet Fixed
------------------------------------------------------------------
43W C3043 The Date is Not Yet
Fixed.
------------------------------------------------------------------
48T D3048 MARCH 19,
1992
------------------------------------------------------------------
<PAGE>
------------------------------------------------------------------
61H B3061 APRIL 25,
1992
------------------------------------------------------------------
62M A3062 APRIL 25,
1992
------------------------------------------------------------------
63W A3063 H40003 MARCH 19,
1992
------------------------------------------------------------------
66R A3066 H40004 MARCH 19,
1992
------------------------------------------------------------------
67M B3067 APRIL 25,
1992
------------------------------------------------------------------
68K* A3068 H40005 --
- --------------------------------------------------------------------------------
<PAGE>
ATTACHMENT IV
QUALIFICATION REQUIREMENTS
AND
QUALITY LEVEL REQUIREMENTS
<PAGE>
CONFIDENTIAL DISCLOSURE AGREEMENT
National Semiconductor Corporation, with a principal place of business at 2900
Semiconductor Drive, Santa Clara, CA, ("Disclosing Party") and TOREX
SEMICONDUCTOR LTD. with a principal place of business at 6833 Kinoko,
Ibara-City, Okayama 715 Japan , ("Recipient"), mutually agree that certain
confidential information of the Disclosing Party, relating to items described on
Appendix A, which if furnished by the Disclosing Party to Recipient in written
or other tangible form is clearly marked as being confidential or if orally or
visually furnished, is identified as being confidential in a writing submitted
to the Recipient within thirty (30) days after such oral or visual disclosure
shall be considered by the Recipient to be the Confidential Information of the
Disclosing Party.
Recipient agrees to maintain the Confidential Information of the Disclosing
party received hereunder in confidence utilizing the same degree of care the
Recipient uses to protect its own confidential information of a similar nature
and to not disclose such information to any third party or to employees of the
Recipient without a need to know.
Recipient shall use the Confidential Information received hereunder only for the
purposes designated in Appendix A.
Recipient agrees to fully comply with the United States Export Administration
Regulations, assuring the Disclosing Party that, unless prior authorization is
obtained from the United States Office of Export Administration, Recipient does
not intend to and shall not knowingly export or re-export, directly or
indirectly, any Confidential Information received hereunder or any product
thereof in contradiction of current Export Administration Regulations published
by the United States Department of Commerce. The obligations under this
paragraph shall survive any termination of this Agreement.
This Agreement shall impose no obligation upon the Recipient with respect to any
Confidential Information of the Disclosing Party which (i) is now or which
subsequently becomes generally known or available; (ii) is known to the
Recipient at the time of receipt of same from the Disclosing Party; (iii) is
provided by the Disclosing Party to a third party without restriction on
disclosure; (iv) is subsequently rightfully provided to the Recipient by a third
party without restriction on disclosure; or (v) is independently developed by
the Recipient provided the person or persons developing same have not had access
to the Confidential Information of the Disclosing Party.
All written data delivered by Disclosing Party to Recipient pursuant to this
Agreement shall be and remain the property of the Disclosing Party, and all such
written data, and any copies thereof, shall be promptly returned to the
Disclosing Party upon written request, or destroyed at the Disclosing Party's
option.
<PAGE>
No rights or obligations other than those expressly recited herein are to be
implied from this Agreement. No license is hereby granted directly or indirectly
under any patent.
<PAGE>
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUESTS FOR
CONFIDENTIAL TREATMENT
Dated this 9th day of January, 1997
An
Assembly/Final Test
Subcontract Agreement
Between
This Subcontractor whose name and address
are stated in Section Two of the first schedule
and
National Semiconductor International, Inc., & Affiliates
whose business registration address
is stated in Section Three of the first schedule
<PAGE>
THIS AGREEMENT is made the day and year stated in Section One of the First
Schedule hereto between:
1. The Subcontractor whose name and address are set out in Section Two of the
First Schedule (hereafter called the "Assembler") of one part,
And
2. National Semiconductor International, Inc., & Affiliates (or "NSIL" with its
name and address set out in Section Three of the First Schedule (hereafter
called "National") of the other part.
Whereas:
1. National is engaged in the business of designing, manufacturing and marketing
semiconductor devices.
2. Assembler is engaged in the business of manufacturing various electronic
components and semiconductor devices.
3. This assembly agreement is applicable only to the list of packages referenced
in Section One and Two of the Second Schedule.
4. The parties mutually desire that the Assembler assemble certain integrated
circuits designed by National subject to the terms and conditions below.
5. The parties also mutually desire that the Assembler provide final test
service on devices listed in the Second Schedule, Section One.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF WORK
a) Assembler shall perform certain semiconductor assembly and final test work
for National. The semiconductor devices (hereafter the "Devices") shall be
assembled and/or tested in a good and workmanlike manner in accordance with
Assembler's standard specifications and National's specific specifications.
b) Notwithstanding anything contained herein to the contrary, National reserves
the right to engage any other subcontractor to perform any assembly and/or final
test work on a per need basis. This agreement shall in no way be interpreted or
construed to be an exclusive dealing with the Assembler.
<PAGE>
2. TERMS
The term of this Agreement is as stipulated in Section Four of the First
Schedule. National will notify Assembler in writing ninety (90) days prior to
the expiration of this Agreement whether or not it desires to renew this
Agreement. Should National desire such a renewal, then both parties will enter
into a good faith negotiation regarding the same. Failure by National to provide
such notice to Assembler shall be deemed to be notice by National that it does
not desire to renew this Agreement. If Assembler is not notified 90 days prior
to the expiration of this Agreement, then Assembler should make reasonable
effort to begin a dialogue with National concerning the plans of both parties.
3. MATERIALS/FACILITIES
a) Assembler shall supply all materials related to the assembly except for the
items listed in Section Five of the First Schedule.
b) Assembler shall ensure that all materials and assembly processes used to
assemble National's Devices are free of ODC's (Ozone Depleting Chemicals).
c) Assemblers shall be responsible for supplying the assembly and final test
facilities and all equipment (unless otherwise set forth in this Agreement) and
personnel necessary to perform assembly and/or test work contemplated hereunder.
Unless Assembler has received National's prior written consent otherwise, all
assembly and/or test work shall be performed at the facility specified in
Section Two of the First Schedule
d) National agrees to accept the liability for any unique raw materials that the
Assembler has purchased for National's Devices, if unused, provided that the
Assembler has purchased this inventory using National's 8 period rolling
forecast and used reasonable lead time provided by the vendor. Any excess to
this amount is the responsibility of the Assembler.
4. ASSEMBLY PLAN
a) For information and planning purposes, National will provide Assembler with
an eight (8) period rolling forecast (hereafter the "Forecast") with quantities
by package type per Section One of the Second Schedule.
b) A new Forecast shall be due during the last week of each period (National's
fiscal year calendar) and Assembler shall respond to the Forecast with a one
hundred percent (100%) firm assembly commitment for the first period within five
(5) working days as long as the immediate period forecast is not higher than
that committed in the previous period.
<PAGE>
c) Based on the Forecast provided by National, Assembler shall ensure that the
proportionate weekly capacity is available to enable linear loading of
National's orders. National shall make reasonable effort to ensure linear
loading to the Assembler.
d) If Assembler starts factory program material more than thirty (30) days ahead
of customers request data, then the Assembly assumes liability for the total
value of the product unless the starts are authorized by National.
5. PRICES
a) The prices to be paid by National for devices assembled and/or tested
pursuant to this agreement shall be mutually agreed to by both Assembler and
National. A Pricing Agreement shall be documented noting effectivity date, and
signed by representatives of both the Assembler and National. A Pricing
Agreement shall be incorporated in this agreement as Section Two, Second
Schedule, and will be expressed in U.S. Dollars. Prices shall be negotiated on
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]basis, as a minimum. Updates on [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]basis
shall be permitted when mutually agreed upon between Assembler and National.
Yields used in determining the pricing shall be reviewed on [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]basis, as a minimum.
b) All prices are to be expressed in terms of [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]unless
otherwise specified. Pricing shall reflect whether product is to be standard
packed in tubes or packed utilizing tape and reel. Exceptions will be paid via
SRF (Service Request Form).
c) Unit pricing that is reduced contingent on specific minimum volumes shall be
documented on the Pricing Agreement. Failure by National to meet the minimum
quantity volumes required shall result in a [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]penalty
payment. Penalty payment shall be calculated as in the example provided below:
Volume Price Break [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] Actual Volume Load [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] Penalty Payment [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
<PAGE>
d) Prices agreed to be both Assembler and National shall be effective throughout
the term of this contract except as updated [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]by mutual
agreement between the Assembler and National. Any cost improvement or steps
taken by National to reduce the existing price shall be incorporated into the
Pricing Agreement in the quarter immediately following the identification and
acceptance of reduction by the Assembler. Any cost reduction generated by the
Assembler through improved utilization or efficiency of equipment and/or
operators being employed shall benefit the Assembler exclusively until the next
contractual pricing agreement is incorporated.
e) New products introduced by National for the Assembler to assembled and/or
final test shall be priced through mutual agreement between National and
Assembler. Pricing of new products shall follow the format mutually agreed to in
the Pricing Agreement by both Assembler and National.
6. PAYMENT TERMS
a) Payment to Assembler by National shall be made on a [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]basis
from the date of invoice, if not specified otherwise in Section Three of the
Second Schedule.
b) All payments shall be made in United States dollars (US$) unless specified
otherwise in Section Three of the Second Schedule.
c) Assembler shall purchase die from National at those prices defined by the
Transfer Price File while the Assembler remains on buy-sell agreement with
National. Invoices for said die shall be due and payable by Assembler on a
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]basis and paid in United States dollars.
7. TURNAROUND TIME
a) Assembler shall use its best efforts to ship Devices (assembly only or
assembly and test) in the turnaround times indicated below:
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
b) The Turnaround Time shall mean the elapsed number of calendar days from the
date of the Die or assembled unit shipment arrives at the Airport of Assembler's
manufacturing location,
<PAGE>
or date the die is requested to be built, whichever is later, and the date
assembled and/or tested Devices are shipped out of the same Airport. Turnaround
Time shall include Sundays and Holidays at Assembler's location.
8. YIELD
a) Assembler shall use its best efforts to meet the Assembly/Test Yields defined
in Section Four of the Second Schedule.
b) Assembly yield shall be measured by acceptable assembled Devices shipped
versus the number of good die the Assembler received and shall be assessed over
a [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]time period on a per package and per lead count basis.
Should the yield performance fall [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]below that specified in
Section Four of the Second Schedule, Assembler shall submit a specific
explanation to National for review and the cost of indemnification shall be
mutually determined and agreed upon between National and Assembler on a case to
case basis, unless otherwise specified in Section Four of the Second Schedule.
c) Should the yield performance fall below minimum contracts yield that is
specified in Section Four of the Second Schedule on a lot to lot basis,
Assembler shall notify National immediately. A specific explanation in the
standard report format shall be submitted to National for review within the next
seven (7) days.
d) For assembly of untested Devices only, National will perform "First Test"
testing on the Devices received from the Assembler at National's test location
and will report the test results to Assembler on a weekly basis, or as and when
the need arises, to assist Assembler in monitoring its assembly performance.
e) Assembler shall calculate yield variance as defined by Attachment A of the
Second Schedule Section Four every period (per National Fiscal Year Calendar).
Yields may be adjusted each quarter if mutually agreed to by both Assembler and
National. A reclaim process shall be implemented by Assembler to reduce the
amount of negative variance claimed against National for E2PROM products. The
reclaim procedure shall be as defined in Attachment B of the Second Schedule
Section Four attached herein.
f) Yield variance claims by the Assembler shall be defined in Section Four of
the Second, Attachment A and are subject to the concurrence and approval of
National.
<PAGE>
g) National reserves the right to reprocess finished goods in an effort to
maximum utilization of its inventories. Procedures and pricing of reprocessed
materials is defined in the Second Schedule Section Four, under Attachment C.
Freight costs to be incurred by NSC.
h) National shall have the right to terminate this Agreement should Assembler be
unable to meet agreed upon yield levels within ninety (90) days of notification
from National.
9. PROVISION OF DIE
a) National shall sell die and/or assembled units to Assembler for assembly
and/or test work as long as Assembler remains on buy-sell agreement with
National.
b) Assembler shall not use uncommitted die for assembly prior to receiving
specific loading instructions from National or its designated receiving
location.
10. SHIPMENT
a) All shipments or die and material from National to assembler will be under
FOB term as long as Assembler remains on buy-sell agreement with National.
National agrees to be invoiced for and pay the freight costs incurred by
Assembler for any die, consigned equipment or material provided by National
Singapore location.
b) All shipments of assembled and/or tested Devices from Assembler to a National
location specified in Section 5 of the Second Schedule will be on FOB term. If
Assembler is paying freight on behalf of National then manual billing should be
done on a monthly basis.
c) Assembly is required to use the freight forwarder specified by National for
shipment of assembled Devices. Assembler shall ensure that all export controls
and licenses are in place between Assembler's location and National's regional
warehouses and shipments made directly to National's customers per National's
instructions.
11. ACCEPTANCE
a) National's acceptance or rejection of assembled and/or tested Devices shall
be based on the Specifications. National shall have the right to reject isolated
lots or groups of lots assembled and/or tested Devices at its incoming or
designated receiving location.
b) National will notify Assembler of any rejection that exceeds AOL Limits per
Specifications and reject samples shall be promptly shipped to Assembler for
verification upon Assembler's request.
<PAGE>
c) Assembler shall have [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION]to reply to National's notification
and upon agreeing that the rejection is caused by assembly workmanship
deficiency, the rejected lots, if reworkable, shall be returned to Assembler for
rework and Assembler will pay all associated freight costs. If rejected lots are
non-reworkable, National is entitled to a minimum, to debit Assembler's account
the dollar amount in the Assembler's original invoice for the defective
assembled Devices, unless otherwise specified in Section Four of the Second
Schedule.
d) National shall have the right, at its expense, to employ one or more
inspectors, or professional or technical personnel or its designees, with access
to Assembler's facility to inspect the processes, materials and National's
Devices and to perform quality audit. The Quality Inspector is authorized to
shutdown, in his or her sole reasonable discretion, the Assembler's
manufacturing activities for National, upon discovering any discrepancies
against the Specifications.
12. CHANGE OF SPECIFICATIONS
a) Assembler shall advise National in writing at least [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]prior
to making any proposed changes with respect to direct materials, suppliers,
manufacturing processes and/or assembly location. National reserves the right in
its absolute discretion to accept or reject such proposed changes. Upon
obtaining the conceptual acceptance of the proposed changes from National,
Assembler shall perform and provide the relevant reliability data and/or built
qualification lots per National's requests at Assembler's expense. Proposed
changes shall be implemented on a cut-off date mutually determined by both
parties upon obtaining final approval from National.
b) Assembler agrees to use its best efforts to implement all reasonable
proposals for improvement of specifications suggested by National.
c) Assembler shall use its best efforts to participate in quality and yield
enhancement programs as suggested by National.
d) Assembler shall not be required to implement any change where the cost is
shown to exceed the benefit anticipated unless mutually agreed to by both
parties.
13. MANUFACTURING DATA
a) Assembler shall provide National the manufacturing data deemed necessary as
agreed to between Assembler and National. It shall include the amount at die and
package level of Assembler's diebank, WIP, and stagnant inventories. Assembler
shall be able to provide
<PAGE>
National on a weekly basis, a summary of shipping activity and die receipts.
Assembler shall also provide National weekly reports regarding assembly and test
yields, as well as cycletimes for both assembly only and assembled/tested
products at the package level. Assembler shall provide National with any other
information National reasonably requests. The format for stated data shall be as
mutually determined between Assembler and National.
b) Wherever possible, Assembler agrees to allow National to establish a
computer-link with the Assembler's computer system to enable quick access to
data related to National's Devices only.
14. MANUFACTURING LOT
a) Assembler shall ensure that no manufacturing lot shall consist of more than
one die lot. At Assembler's discretion, large die lots can be broken down into
smaller manufacturing lots.
b) Assembler shall assign a unique manufacturing lot number to each assembly lot
to maintain traceability. The lot number shall appear on the Lot Traveler
together with National's Device code.
15. REJECTED DIE & REJECTED ASSEMBLED UNITS
National may at its discretion, request all rejected die and rejected assembled
and/or tested Devices be returned by the Assembler, or otherwise to be destroyed
by the Assembler. Such destruction, if desired, shall be witnessed by National
personnel or alternatively, National may request the Assembler to issue a letter
of assurance to that effect. National shall pay for freight for such returns.
16. U.S. EXPORT/IMPORT LAWS
Assembler shall comply with all applicable U.S. Import and Export Laws and
Regulations. Assembler shall meet such requirements, like Country of Origin
marking on each marking on each package as requested by National, in order to
ensure full compliance with such Laws. The provisions of this Section 16 shall
survive the termination of this Agreement and continue indefinitely.
17. WARRANTY
a) The assembled and/or tested Devices sold by Assembler to National shall be in
good condition, free of defects in material and workmanship (except with regard
to die supplied by National to which Assembler warrants only workmanship) for a
period of twelve (12) months after the date of acceptance by National.
<PAGE>
b) In the event of assembled and/or tested Device failure proven (by way of
failure analysis) to have been caused by defects in workmanship, Assembler shall
issue credit for at a minimum, the dollars amount of the assemblers original
invoice of the relevant Devices to National, or assemble similar Devices for
National at no charge.
c) Assembler shall have no obligation under any warranty set forth above in the
event that
the Devices have failed as a result of normal wear and tear,
catastrophe or fault or negligence of National or its customers;
the Devices have been modified by National or its customers in a way
which affects the performance of the Devices;
the Devices have not been stored, maintained, or used by National or its
customers in accordance with National's standard operating and/or maintenance
instructions.
18. INSURANCE
National will be responsible for insurance coverage for all consigned materials
and equipment in-transmit to Assembler and in-house with Assembler.
19. INDEMNIFICATION
a) National shall at its cost and expense defend any claim or action brought
against the Assembler based upon a claim that any Device assembled hereunder by
Assembler for National in accordance with the National's specifications,
infringes any U.S., Japanese, or European Union patent, copyright, trade secret
or other intellectual property right, and National will pay any settlements
entered into on behalf of, or damages awarded against Assembler, provided that
National is given full control of such defense and settlement, Assembler
provides all reasonable assistance in connection therewith as requested by
National, at National's cost and expense and Assembler provides written notice
to National within a reasonable time after becoming aware of such claim or
action.
20. TERMINATION
a) Either party may terminate this Agreement by giving notice in writing to the
other party in the event the other party is in material breach of this Agreement
and shall have failed to cure such breach within thirty (30) days of written
notice thereof from the first party.
b) Either party may terminate this Agreement at any time by giving notice in
writing to the other party, which notice shall be effective upon dispatch,
should the other party file a petition of any type as to its bankruptcy, be
declared bankrupt, become insolvent, make an assignment for
<PAGE>
the benefit of creditors, go into liquidation or receivership or otherwise lose
legal control of its business.
c) Either party may terminate this Agreement by giving notice in writing to the
other party should an event of Force Majeure continue for more than thirty (30)
days.
d) Termination of this Agreement shall not release either party from the
obligation to make payment of all amounts then due and payable.
e) In the event of termination, Assembler shall return all die at contract
price, materials, equipment and technical documents National has previously
provided to Assembler. National shall also buy back all work-in-progress (WIP)
at Assembler's cost and all assembled and tested Devices in Assembler's stock at
contract pricing, provided these WIP and devices are assembled in accordance
with the Specifications.
21. ENTIRE AGREEMENT
a) The Schedules referred to and attached to this Agreement are hereby
incorporated and by this reference made a part hereof. This Agreement, and the
Schedules hereto, embody the entire understanding of the parties as it relates
to the subject matter hereof.
b) The relevant sections of the Schedules, whenever necessary, shall be updated
to include any changes and additional new business plans agreed between the
parties. The revised Schedules signed by the duly authorized officers of the
respective parties, shall become the addendum of the original Schedules and by
this reference made a part hereof.
c) This Agreement supersedes any prior agreements or understanding between the
parties with respect to such subject matter.
d) No amendment or modification of this Agreement shall be valid and binding
upon the parties unless signed by the duly authorized officers or
representatives of the respective parties.
22. WAIVER
Should any party fail to enforce any provision of this Agreement or to exercise
or waive any right in respect hereto, such failure or waiver shall not be
constructed as constituting a waiver or a continuing waiver of its rights to
enforce such provisions or right or any other provision or right.
23. AGENCY
a) The relationship of the parties under this Agreement shall be as independent
contractors.
<PAGE>
b) Nothing contained herein or done in pursuance of this Agreement shall
constitute the parties as entering upon a joint venture or partnership, or shall
constitute either party being an employee of the other party for, any purpose or
in any sense whatsoever.
24. INVALIDITY
If any provision of this Agreement or the application thereof to any situation
or circumstance shall be invalid or unenforceable, the remainder of this
Agreement shall not be affected, and each remaining provision shall be valid and
enforceable to the fullest extent. In the event of such partial invalidity, the
parties shall seek in good faith to agree on replacing any such legally invalid
provision with provisions which in effect will, from an economic viewpoint, most
nearly or fairly approach the effect of the invalid provision.
25. COUNTERPARTS
This agreement may be executed simultaneously in several duplicate originals in
the English Language, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
26. JURISDICTION
The Agreement shall be governed by, and interpreted and construed in accordance
with the Laws of the Country specified in Section Three of the First Schedule,
where the relevant National Location or Product Division resides.
27. CONFIDENTIALITY
a) For the purposes of this Agreement, "Confidential Information" shall mean all
proprietary information relating to the subject matter of this Agreement which
is disclosed by one of the parties to the other in written, graphic and/or
computer data form and originally designated in writing by the disclosing party
as "Confidentiality Information" or by words of similar import, or if disclosed
orally is designated as "Confidential Information" at such time and is
summarized and confirmed in writing within thirty (30) days after oral
disclosure that such orally disclosed information is "Confidential Information."
b) Each party acknowledges and agrees that all Confidential Information
identified as such is confidential or proprietary to the disclosing party. Each
party agrees not to use any such Confidential Information during the term of the
Agreement and for an additional period of three (3) years for any purpose other
than as permitted or required for performance by such party hereunder. Each
party further agrees not to disclose or provide any such Confidential
Information to any third party and to take all necessary measures to prevent
such disclosure using
<PAGE>
the same standard of care it normally uses in protecting its own trade secrets
and proprietary information.
c) Notwithstanding any other provision of this Agreement, no information
received by a party hereunder shall be Confidential Information is said
information is:
published or otherwise made available to the public other than by a
breach of this Agreement;
furnished to a party by an independent third party without restriction
on its dissemination;
approved for release in writing by the party designating said
information as Confidential Information;
known to or independently developed by the party receiving Confidential
Information hereunder who have had no access to the said Confidential
Information;
disclosed to a third party by the party transferring said information
hereunder without restricting its subsequent disclosure and use by the third
party
d) Disclosure of any Confidential Information by a party hereto shall not be
precluded if such disclosure is in response to a valid order of a court or other
government body, provided that the receiving party promptly notifies the other
party of such order and makes a good faith effort, at the expense of the party
which originally disclosed the information, to obtain a protective order
requiring the Confidential Information so disclosed be kept in confidence and
used only for the purpose for which such order was issued.
28. ARBITRATION
This Agreement shall be concluded in the United States and governed by, and
construed in accordance with, the laws of the United States.
The Parties shall use their best efforts to settle by way of amicable
negotiations any differences which may occur between them in connection with
this Agreement. If the Parties fail to reach such an amicable settlement, either
party may submit such differences to arbitration, which shall have sole
jurisdiction and shall take place in accordance with the following minimum set
of rules;
a) The rules of the International Chamber of Commerce (ICC) shall apply.
<PAGE>
b) The arbitration shall be held by a single arbitrator mutually acceptable to
both Parties. If the Parties cannot agree on a single arbitrator, each Party
shall identify one independent individual who shall meet to appoint a single
arbitrator.
c) The decision of the arbitrator shall be considered as a final and binding
resolution of the disagreement and may be entered as judgment in any court of
competent jurisdiction.
d) arbitrator shall be considered as a final and binding resolution of the
disagreement and may be entered as judgment in any court of competent
jurisdiction.
d) The arbitration shall be held in San Francisco, California, U.S.A.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day,
month and year first above written.
SIGNED by the said Assembler: In the presence of:
/s/ /s/
- ------------------------------ ---------------------------------
Name:Dr. Thakol Nunthirapkorn Name: Mr. Somkuan Uswachoke
Title: Chief Financial Officer Title: Chief Executive Officer
Date: February 26, 1997 Date: February 26, 1997
SIGNED by In the presence of:
National Semiconductor International, Inc.
/s/ /s/
- ------------------------------ ---------------------------------
Name: John M. Clark III Name: Patricia H. McCall
Title: Secretary of NSIL Title: Senior Corporate Counsel
Date: February 26, 1997 Date: February 26, 1997
<PAGE>
Assembler's Initial: National's Initial:
<PAGE>
FIRST SCHEDULE
- --------------------------------------------------------------------------------
SECTION ONE: DAY/MONTH/YEAR OF THIS AGREEMENT
- --------------------------------------------------------------------------------
25th day of November, 1996
- --------------------------------------------------------------------------------
SECTION TWO: NAME AND DESCRIPTION OF THE ASSEMBLER
- --------------------------------------------------------------------------------
Facility Name: NS Electronics Bangkok (1993) LTD.
Address: 40/10 Sukhumvit Road
Soi Sukhumvit 105, Bangna
Prakanong, Bangkok, 10260
Country: Thailand
- --------------------------------------------------------------------------------
SECTION THREE: NATONAL SEMICONDUCTOR INTERNATIONAL, INC. & AFFILIATE
- --------------------------------------------------------------------------------
Location Name: National Semiconductor International, Inc.
Address: 2900 Semiconductor Drive
Santa Clara
California 95052
Country: U.S.A.
- --------------------------------------------------------------------------------
SECTION FOUR: TERM OF AGREEMENT
- --------------------------------------------------------------------------------
Effective Date: November 25, 1996 Expiration Date: November 23, 1997
- --------------------------------------------------------------------------------
SECTION FIVE: MATERIALS/EQUIPMENT COSIGNED BY NATIONAL
- --------------------------------------------------------------------------------
See Attachment A for list of equipment owned by NSC.
- --------------------------------------------------------------------------------
<PAGE>
ATTACHMENT A
EQUIPMENT OWNED BY NSC*
Equipment Tag #
--------- -----
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
*As of November 25, 1996
<PAGE>
SECOND SCHEDULE
- --------------------------------------------------------------------------------
SECTION ONE: VOLUME FORECAST
- --------------------------------------------------------------------------------
Assembly
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Final Test
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
SECTION TWO: PRICES
- --------------------------------------------------------------------------------
Per attached Pricing Agreement. Refer to Transfer Price File for Die
costs.
Equipment Efficiency Assumed:
Tester + Handler Machine Efficiency %
---------------- --------------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
SECTION THREE: TERMS OF PAYMENT
- --------------------------------------------------------------------------------
Payment Term
- ------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
Assembler's Initial: ____________ National's Initial: ____________
<PAGE>
SECOND SCHEDULE
- --------------------------------------------------------------------------------
SECTION THREE: TURNAROUND TIME
- --------------------------------------------------------------------------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
SECTION FOUR: YIELDS
- --------------------------------------------------------------------------------
Standard Yields
Assembly Cum Yield: Assembly CUM Yield is to be
- --------------------------------------------------------------------------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Test Yield: Per Pricing Agreement
Final Test Yield: Per Pricing Agreement
See Attachment A, B & C
- --------------------------------------------------------------------------------
SECTION FIVE: SHIPMENT SENT TO
- --------------------------------------------------------------------------------
1) Products:
Attention of:
Company Name:
Address:
Phone/Fax Contact Numbers:
2) Products:
Attention of:
Company Name:
Address:
Phone/Fax Contact Numbers:
- --------------------------------------------------------------------------------
SECTION SIX: MANUFACTURING DATA
- --------------------------------------------------------------------------------
As mutually agreed between Assembler and National and detailed in Clause 13.
- --------------------------------------------------------------------------------
Assembler's Initial: ____________ National's Initial: ____________
<PAGE>
Attachment A
of Section Four or Second Schedule
- --------------------------------------------------------------------------------
Yield Variance Computation Methodology
(refer to Clause SE)
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
Assembler's Initial: ____________ National's Initial: ____________
<PAGE>
Attachment B
of Section Four of Second Schedule
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Assembler's Initial: ____________ National's Initial: ____________
<PAGE>
Attachment C
Reprocess Computation Methodology
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Assembler's Initial: ____________ National's Initial: ____________
<PAGE>
Attachment C
Reprocess Computation Methodology
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
FIRST SCHEDULE - Addendum NSEB -001
SECTION ONE: DAY/MONTH/YEAR OF THIS AGREEMENT
25th day of November, 1996
SECTION TWO: NAME AND DESCRIPTION OF THE ASSEMBLER
Company Name: NS Electronics Bangkok 1193) Ltd.
Address: 40/10 Suknumvit Road
Soi Sukhumvit 105, Bangna
Prakanong, Bangkok 10260
Country: Thailand
SECTION THREE: NATIONAL SEMICONDUCTOR INTERNATIONAL, INC. & AFFILIATES
Location Name: National Semiconductor International, Inc.
Address: 2900 Semiconductor Drive
Santa Clara
California 95052
U.S.A.
SECTION FOUR: TERM OF AGREEMENT
Effective Date: November 25, 1996 Expiration Date: November 23, 1997
SECTION FIVE: MATERIALS/EQUIPMENT CONSIGNED BY NATIONAL
This addendum NSB-001 represents the additional business from National to NSEB
on top of those of Memory Products listed in the main Contract and there is no
material or equipment consigned by National to NSEB for this portion of
additional business.
<PAGE>
SECOND SCHEDULE - Addendum NSEB-001
SECTION ONE: VOLUME FORECAST
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SECTION TWO: PRICES
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
SECTION THREE: TERMS OF PAYMENT
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
SECOND SCHEDULE - Addendum NSEB - 001
- --------------------------------------------------------------------------------
SECTION THREE: TURNAROUND TIME
- --------------------------------------------------------------------------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
SECTION FOUR: YIELDS
- --------------------------------------------------------------------------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
See Attachment A, B & C
- --------------------------------------------------------------------------------
SECTION FIVE: SHIPMENT SENT TO
- --------------------------------------------------------------------------------
1) Products: Analog
Attention of: A.K. Yeap
Company Name: National Semiconductor Sdn., Bhd,
Address: Batu Berendam Free Trade Zone,
Phone/Fax Contact Numbers: 75350 Malacca,
Malaysia
Phone/Fax Contact Numbers:
Phone: 60-6-325644
FAX 60-6-323698
2) Products: C&C
Attention of: J.F. Ong
Company Name: National Semiconductor Manufacturer(S) Pte.
Ltd.
Address: c/o National Semiconductor Manufacturer(S)
Pte. Ltd.
Phone/Fax Contact Numbers: 11, Lorong 3, Toa Payob
Singapore 1231
Phone: 65-3509231
FAX65-2567290
- --------------------------------------------------------------------------------
Assembler's Initial: ____________ National's Initial: ____________
<PAGE>
SECTION SCHEDULE - Addendum NSEB - 001
SECTION FIVE: SHIPMENT SENT TO
3) Products: DMD
Attention of: H.A. Oon/Vicdy Song
Company Name: National Semiconductor Sdn., Bhd
Address: Bayan Lepas Free Trade Zone
11900 Penang,
Malaysia
Phone/Fax Contact Numbers:
Phone 60-4-837211
FAX: 60-4-833894
4) Products: Discrete
Attention of: Connie Tangpuz/Troy Solon
Company Name: National Semiconductor (HK) Distribution
Ltd. (Phillipines Branch)
Address: Mactan Export Processing Zone
Lapu-lapu City, Cebu
Phillippines
Phone/Fax Contact Numbers:
Phone: 63-32-400534
FAX: 60-32-400557
SECTION SIX: MANUFACTURING DATA
As mutually agreed between Assembler and National and detailed in Clause 13.
<PAGE>
An Addendum to NSEB
In Pursuant to Section 21 of Assembly Subcontract Agreement
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day,
month and year first above written.
SIGNED by the said Assemblor: In the presence of:
/s/ /s/
- ------------------------------ ---------------------------------
Name: Dr. Thakol Nunthirapkorn Name: Mr. Somkuan Uswachoke
Title: Chief Financial Officer Title: Chief Executive Officer
Date: February 26, 1997 Date: February 26, 1997
SIGNED by In the presence of:
National Semiconductor International, Inc.
/s/ /s/
- ------------------------------ ---------------------------------
Name: John M. Clark III Name: Patricia H. McCall
Title: Secretary of NSIL Title: Senior Corporate Counsel
Date: February 26, 1997 Date: February 26, 1997
<PAGE>
Exhibit E
SUPPLY AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
THIS SUPPLY AGREEMENT ("Agreement") is dated and made effective this
20th day of January, 1996 (the "Effective Date") by and between National
Semiconductor Corporation, a Delaware corporation, having its principal
place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 ("NSC") and Dynacraft Industries Sdn Bhd, a Malaysian
corporation, having its principal place of business at Level 9, Wisma Hong
Leong, 18 Jalan Perak, 50450 Kuala Lumpur, Malaysia ("DCI Sdn Bhd"). NSC
and/or DCI Sdn Bhd may be referred to herein as a "party" or the "parties"
as the case may require.
W I T N E S S E T H:
WHEREAS, Malaysian Pacific Industries Berhad ("MPI"), on the one
hand, and Dyna-Craft, Inc., a California corporation, Dynacraft Sdn Bhd, a
Malaysian corporation, and Dynacraft Asia Pacific Sdn Bhd, a Malaysian
corporation (collectively "DCI"), on the other hand, and NSC have entered
into that certain Purchase and Sale Agreement (the "Purchase and Sale
Agreement") dated November 9, 1995, under which DCI is selling certain
assets relating to its business of manufacturing and selling lead frames
for integrated circuits and other semiconductor devices (the "Business")
to MPI; and
WHEREAS, MPI has assigned its rights with respect to certain of the
Purchased Assets to DCI Sdn Bhd, as provided in Section 3.4 of the
Purchase and Sale Agreement; and
WHEREAS, DCI has heretofore been a major supplier of lead frames
products and services to NSC; and
WHEREAS, NSC and DCI Sdn Bhd desire to enter into an agreement under
which DCI Sdn will continue to sell lead frames to NSC following the
closing of the transactions contemplated by the Purchase and Sale
Agreement.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations hereinafter set
forth, the parties hereto, intending to be legally bound hereby, do agree
as follows:
<PAGE>
1.0 DEFINITIONS
1.1 "Confidential Information" shall mean all proprietary information which is
directly or indirectly disclosed by either party to the other hereunder,
regardless of the form in which it is disclosed, which if furnished in
written or other tangible form is clearly marked as being confidential, or
if orally or visually furnished is identified as being confidential when
disclosed and is later confirmed as such in a writing submitted to the
receiving party within thirty (30) days after such oral or visual
disclosure.
1.2 "Lead frame" shall mean a thin piece of copper, or other form of metal,
alloy used as the mounting pad and external leads for silicon chips in
semiconductor devices.
1.3 "Period" shall mean that accounting and planning interval based upon NSC's
fiscal year which is divided into four (4) equal quarters, each of which
consists of three (3) periods. The first two periods of each quarter are
of four (4) weeks duration, while the third period is five (5) weeks in
duration. Each of these periods, whether of four (4) or five (5) weeks
duration, shall be referred to herein as a Period.
1.4 All other terms that are utilized in this Agreement and are defined in the
Purchase and Sale Agreement shall have the same meaning as provided in the
Purchase and Sale Agreement.
2.0 SCOPE
2.1 Subject to the terms and conditions of this Agreement, during the initial
one (1) year term of this Agreement NSC will purchase from DCI Sdn Bhd,
and DCI Sdn Bhd shall sell to NSC, a total number of lead frames whose
aggregate value shall not be less than [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the
net dollar value of lead frames purchased by NSC from DCI during NSC's
1995 fiscal year.
a. NSC, at its option, may identify on an attachment to this Agreement
certain lead frame types (limited to those lead frames being produced by
DCI for NSC as of May 31, 1995), in respect of which DCI Sdn Bhd shall
supply NSC's requirements. These required supplies, if any, shall be
included as part of the [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] dollar volume
commitment set forth hereinabove in this Paragraph 2.1.
<PAGE>
b. During its first year of this Agreement, DCI Sdn Bhd shall, at a
minimum, meet quality and delivery standards which were in effect at the
time of the Closing. By the end of such one (1) year period, DCI Sdn Bhd
shall be required to have met and continue to maintain throughout any
remaining term of this Agreement, industry standard requirements for
quality and delivery.
2.2 Should NSC request, DCI Sdn Bhd shall cooperate and provide to NSC, at
NSC's expense, a second set of designs and drawings for tooling for lead
frame types supplied to NSC hereunder. Subject to the provisions of
Paragraph 2.1 above, NSC shall be permitted to purchase lead frames from
second source or alternate suppliers.
2.3 DCI Sdn Bhd shall, during the term of this Agreement, maintain sufficient
manufacturing capacity to produce and deliver to NSC its requirements
referenced in Paragraph 2.1 above.
2.4 Providing DCI Sdn Bhd can meet or exceed competitive criteria established
in the marketplace, NSC shall offer DCI Sdn Bhd the opportunity to sell to
NSC new and/or additional lead frame types not being supplied to NSC by
DCI Sdn Bhd as of May 31, 1995.
2.5 This Agreement shall consist of two parts. The first shall be that portion
(the "Main Body") which governs the overall terms and conditions for the
sale of lead frames from DCI Sdn Bhd to NSC. The Main Body consists of
Sections 1 through 14. The second part of this Agreement shall consist of
separate Schedules for each operating unit of NSC purchasing lead frames
hereunder. Each Schedule shall set forth applicable prices,
specifications, inspection and acceptance criteria and and other
operational and technical issues particular to that operating unit. Unless
specifically set forth otherwise in Schedule, in the event of any
inconsistency between the Main Body and a Schedule hereto, the terms and
conditions of the Main Body shall prevail, provided, however, that nothing
in such Schedules shall be deemed to override the provisions of Section 6
hereof.
3.0 PRODUCTION CONTROL AND PLANNING
3.1 All planning herein will be done under NSC's accounting calendar.
3.2 NSC shall provide DCI Sdn Bhd with a six Period rolling forecast (the
"Forecast") for lead frames. The Forecast is due by the last workday of
the second (2nd) week of each Period for the following six Periods and
shall be a firm commitment by NSC according to the following schedule:
<PAGE>
Period 1 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 2 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 3 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 4 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 5 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 6 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
3.3 DCI Sdn Bhd shall provide a commitment (the "Commitment") to each Forecast
by the third (3rd) week of the Period immediately preceding the first
(1st) Period of the Forecast. The Commitment shall be a firm commitment by
DCI Sdn Bhd according to the following schedule:
Period 1 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 2 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 3 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 4 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 5 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Period 6 - [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
<PAGE>
3.4 The Forecast does not constitute a purchase order and nothing contained
therein shall authorize DCI Sdn Bhd to manufacture and ship lead frames to
NSC before receiving a formal purchase order from NSC. Notwithstanding the
foregoing, nothing shall prevent NSC from placing purchase orders in
excess of the Forecast for lead frames, in which event DCI Sdn Bhd agrees
to use its reasonable best efforts to supply NSC in accordance therewith.
3.5 The parties agree to cooperate in implementing an electronic data
interchange in order to facilitate production planning and ordering
hereunder.
4.0 CHANGES NOTIFICATION
4.1 If DCI Sdn Bhd proposes to make any change in materials, manufacturing
locations and/or processes used in the Business as of the Closing Date of
the Purchase and Sale Agreement, it shall provide NSC written notice
thereof, in which event NSC shall have the right conduct qualification as
it deems necessary. In no event shall DCI Sdn Bhd provide lead frames to
NSC hereunder other than in strict accordance with the specifications set
forth in the Schedules or such amendments to said specifications as NSC
shall have approved in writing.
5.0 ACCEPTANCE/QUALIFICATION/RAMP UP
5.1 DCI Sdn Bhd shall utilize its best efforts to complete qualification of
new lead frame types requested by NSC as soon as possible.
5.2 NSC shall be responsible for specifying and performing any qualification
testing deemed necessary.
5.3 DCI Sdn Bhd shall provide NSC with a preliminary ramp up schedule for new
lead frame types, which may be subject to subsequent reduction in the
event abnormal problems are encountered by DCI Sdn Bhd with yields,
process, capacity support, quality/reliability or other product or process
features.
6.0 PRICING, DELIVERY AND PAYMENT TERMS
6.1 The parties expressly agree that except as is set forth in Paragraph 6.2,
below, with respect to the [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of this Agreement,
throughout the term of this Agreement the prices to be charged for lead
frames sold to NSC hereunder shall in no event be more than either:
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
<PAGE>
a. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
6.2 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
6.3 The Prices are F.O.B., shipment point, but do not include freight
forwarding fees, insurance or import duties. Contracting and invoicing
arrangements between NSC and its chosen carrier(s) shall be the sole
responsibility of NSC.
6.4 Payment terms shall be [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], from either the
date of invoice or shipment, whichever is later. All payments made
hereunder shall be in United States Dollars.
7.0 EXPORT CONTROL
7.1 Each party hereby represents and warrants to the other party that unless
prior authorization is obtained from the United States Government, such
party shall not knowingly:
a. export or re-export, directly or indirectly, any technical data (as
defined in part 779 of the Export Administration Regulations of the United
States Department of Commerce) received from the other party; or
b. disclose such technical data for use in, or export or re-export,
directly or indirectly, any direct product of such technical data to any
destination or country to which the export or re-export or release of
technical data is prohibited or restricted by the laws or regulations of
the United States.
These assurances are furnished by each party in compliance with part 779
of the Export Administration Regulations of the United States Department
of Commerce.
7.2 Each party hereby further agrees to obtain any necessary export license or
other documentation prior to exportation of any products or technical data
acquired from the other party under this Agreement. Accordingly, such
party shall not sell, export, re-export, transfer, divert or otherwise
dispose of any such product directly or indirectly except as authorized
under the United States export control laws and regulations.
7.3 The terms of this Section 7, Export Control, shall survive any termination
of this Agreement and shall continue indefinitely.
<PAGE>
8.0 TERM AND TERMINATION
8.1 The term of this Agreement shall be for one (1) year from the Closing Date
of the Purchase and Sale Agreement, unless earlier terminated in
accordance with the provisions of this Agreement.
8.2 NSC shall have the option to extend this Agreement for an additional
period of one (1) year by providing DCI Sdn Bhd with written notice
thereof at least ninety (90) days prior to the scheduled termination date.
NSC shall have the right to exercise said option a total of two (2) times.
The original one year term and any extension(s) thereto shall be referred
to herein as the "term" of this Agreement.
8.3 This Agreement may be terminated without liability in accordance with the
following:
a. either party may terminate this Agreement by giving notice in writing
to the other party, which notice shall be effective upon dispatch, should
the other party file, or have filed against it, a petition of any type as
to its bankruptcy; be declared bankrupt; become insolvent; make an
assignment for the benefit of creditors; go into liquidation or
receivership; or
b. either party may terminate this Agreement by giving notice in writing
to the other party in the event the other party is in material breach of
this Agreement and shall have failed to cure such breach within sixty (60)
days of receipt of write notice thereof from the first party.
8.4 In the event of termination of this Agreement for any reason, the parties
shall have the following rights and obligations:
a. termination of this Agreement shall not release either party from the
obligation to make payment of all amounts then due and payable;
b. DCI Sdn Bhd shall be required to fill all purchase orders submitted by
NSC prior to the effective date of termination in accordance with the
terms and conditions of such purchase orders; and
c. Each party's obligations pursuant to Sections 7, 9, 10, 11 and 13
hereof shall survive termination of this Agreement.
9.0 CONFIDENTIALITY
<PAGE>
9.1 Each party agrees that it will not use in any way for its own account, or
for the account of any third party, nor disclose to any third party except
pursuant to this Agreement, any Confidential Information revealed to it by
the other party. Each party shall take every reasonable precaution to
protect the confidentiality of said information. Each party shall use the
same standard of care in protecting the Confidential Information of the
other party as it normally uses in protecting its own trade secrets and
proprietary information.
9.2 Notwithstanding any other provision of this Agreement, no information
received by a party hereunder shall be Confidential Information if said
information is or becomes:
a. published or otherwise made available to the public other than by a
breach of this Agreement;
b. furnished to a party by a third party without restriction on its
dissemination;
c. approved for release in writing by the party designating said
information as Confidential Information;
d. learned or developed, subsequent to the date of this Agreement, by the
party receiving Confidential Information hereunder, without reference to,
or use of, such Confidential Information; or
e. disclosed to a third party by the party transferring said information
hereunder without restricting its subsequent disclosure and use by said
third party.
9.3 Disclosure of any Confidential Information by a party hereto shall not be
precluded if such disclosure is in response to a valid order of a court or
other governmental body, provided that the receiving party promptly
notifies the other party of such order and makes a good faith effort, at
the expense of the other party, to obtain a protective order requiring the
Confidential Information so disclosed be kept in confidence and used only
for the purpose for which such order was issued.
10.0 WARRANTY
<PAGE>
10.1 DCI Sdn Bhd warrants that the lead frames provided to NSC hereunder shall
conform to all applicable specifications and shall be free from defects in
material and workmanship for a period of one (1) year from the date of
acceptance at NSC. The foregoing warranty does not apply to any lead
frames w which have been subject to misuse, neglect, accident, or
modification by NSC or any customer of NSC. DCI Sdn Bhd's sole obligation
to NSC hereunder for product failing to meet the aforesaid warranty shall
be, at NSC's discretion, to replace the nonconforming product or issue NSC
a credit for the purchase price of the nonconforming product.
11.0 INDEMNIFICATION
11.1 DCI Sdn Bhd shall indemnify, defend, save and hold harmless NSC from and
against any Damages arising from any Claims that lead frames supplied to
NSC hereunder infringe any Intellectual Property Rights of any third party
in accordance with Section 10.3(b)(ii) of the Purchase and Sale Agreement.
12.0 OZONE DEPLETING CHEMICALS
12.1 DCI Sdn Bhd certifies that all products supplied to NSC hereunder,
including packing and packaging material, will not contain any of the
ozone depleting materials identified in the Montreal Protocol on
Substances that Deplete the Ozone Layer.
12.2 NSC hereby certifies that DCI's operation of the Business as of the
Closing Date was conducted in such a manner so that all products
manufactured and supplied by DCI, including packing and packaging
material, did not contain any of the ozone depleting materials identified
in the Montreal Protocol on Substances that Deplete the Ozone Layer.
13.0 REPORTS AND COMMUNICATIONS
13.1 Each party hereby appoints a Program Manager whose primary responsibility
shall be to act as a focal point for discussions between the parties. Such
discussions will include, but not be limited to, pricing and delivery
reviews, the volume requirements of NSC and an analyses of orders made
against those needs, and such other technical and commercial issues as are
related to the subject matter of this Agreement. The Program Managers
shall also be responsible for maintaining pertinent records as are
necessary to fulfill the terms and conditions of this Agreement. Unless
otherwise agreed by the parties, the Program Managers will meet no less
frequently than every six (6) months. The names, addresses and telephone
numbers of the Program Managers of the parties are as follows:
<PAGE>
NSC:
DCI Sdn Bhd:
14.0 GENERAL
14.1 AMENDMENT: This Agreement may be modified only by a written document
signed by duly authorized representative of the parties.
14.2 FORCE MAJEURE: A party shall not be liable for a failure or delay in the
performance of any of its obligations under this Agreement where such
failure or delay is the result of fire, flood, or other natural disaster,
Act of God, war, embargo, riot, labor dispute, or the intervention of any
government authority, providing that the party failing in or delaying its
performance immediately notifies the other party of its inability to
perform and states the reason for such inability.
14.3 ASSIGNMENT: DCI Sdn Bhd shall not have the right or the power to assign,
transfer or sublicense any of its rights, or delegate or subcontract the
performance of any of its obligations, under this Agreement without the
prior written authorization of NSC, except that DCI Sdn Bhd shall have the
right to assign this Agreement or any of the rights or obligations
hereunder to any of its Affiliates without the prior written consent of
NSC; provided, however, that (a) DCI Sdn Bhd shall remain subject to all
obligations under this Agreement; and (b) any such assignment shall not
result in any violation of any applicable Legal Requirements.
14.4 COUNTERPARTS: This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
14.5 GOVERNING LAW AND DISPUTE RESOLUTION: This Agreement, shall be governed
by, and interpreted in accordance with, the laws of the State of
California, excluding conflicts of laws principles and any application of
the U.N. Convention on Contracts for the International Sale of Goods. Any
dispute between parties relating to the validity, performance,
interpretation or construction of this Agreement shall be resolved in
accordance with the dispute resolution provisions of Section 11.4 of the
Purchase and Sale Agreement.
14.6 WAIVER: Should either of the parties fail to exercise or enforce any
provision of this Agreement, or waive any right in respect thereto, such
failure or waiver shall not be construed as constituting a waiver or a
continuing waiver of its rights to enforce such other provision or right
or any other provision or right.
<PAGE>
14.7 SEVERABILITY: If any provision of this Agreement or the application
thereof to any situation or circumstance shall be invalid or
unenforceable, the remainder of this Agreement shall not be affected, and
each remaining provision shall be valid and enforceable to the fullest
extent.
14.8 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE
OTHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR
THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS OR SERVICES SOLD PURSUANT
HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE
OR OTHERWISE.
14.9 EFFECT OF HEADINGS: The headings and sub-headings contained herein are for
information purposes only and shall have no effect upon the intended
purpose or interpretation of the provisions of this Agreement.
14.10 INTEGRATION: This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter of
this Agreement and integrates all prior discussions and proposals (whether
oral or written) between them related to the subject matter hereof.
14.11 PUBLICITY: Neither party shall publicize or otherwise disclose the terms
of this Agreement without the prior written approval of the other party.
14.12 NO PARTNERSHIP OR AGENCY CREATED: The relationship of NSC and DCI Sdn Bhd
shall be that of independent contractors only. Nothing is this Agreement
shall be construed as making DCI Sdn Bhd an agent or legal representative
of NSC or otherwise as having the power or authority to bind NSC in any
manner.
14.13 BINDING EFFECT: This Agreement and the rights and obligations hereunder
shall be binding upon and inure to the benefit of the parties hereto and
to their respective successors and assigns.
14.14 NOTICES: Any notice to be made in connection with any right or obligation
arising under this Agreement, shall be provided by registered mail,
telegram, facsimile or telex by one party to the other at the following
addresses. Said notices shall be deemed to be effective upon receipt by
the receiving party thereof.
NSC: National Semiconductor Corporation
<PAGE>
1090 Kifer Road
M/S 16-135
Sunnyvale, CA 94086-3737
FAX: (408) 733-0293
Attn: General Counsel
DCI Sdn Bhd: Dynacraft Industries Sdn Bhd
Level 9, Wisma Hong Leong
18 Jalan Perak
50450 Kuala Lumpur
Malaysia
Attn:
Fax:
IN WITNESS WHEREOF, the parties have had this Agreement executed by
their respective duly authorized officers on the day and date first written
above.
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/
------------------------------------------
Title: Sr. Vice President
DYNACRAFT INDUSTRIES Sdn Bhd
By: /s/
------------------------------------------
Title: Group Managing Director
<PAGE>
The Schedule for each Operating Unit shall, at a minimum, contain provisions
regarding the following:
A LEAD FRAME TYPES/SPECIFICATIONS
-----
B PRICING
-----
INSPECTION PROCEDURES
-----
ACCEPTANCE CRITERIA
-----
TOOLING
-----
<PAGE>
Supply Agreement: Schedule A
Identified Leadframe Types for Support
Types Stamped/Etched
----- --------------
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
<PAGE>
Supply Agreement: Schedule B
Part Productline Leads Customer Price
- ---- ----------- ----- -------- -----
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
<PAGE>
LICENSING AND
MANUFACTURING AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
This Agreement is entered into this 27th day of April, 1990, by and
between National Semiconductor Corporation, a Delaware corporation with its
principal place of business at 2900 Semiconductor Drive, Santa Clara California
(hereinafter referred to as "NSC") and Waferscale Integration, Inc., a
California corporation with its principal place of business at 47280 Kato Road,
Fremont, California (hereinafter referred to as "WSI"). NSC and/or WSI may be
referred to herein as a PARTY or the PARTIES as the case may require.
RECITALS
WHEREAS, NSC and WSI independently have designed, developed, manufactured
and marketed integrated circuits in the general field of high performance
programmable VLSI memory products;
WHEREAS, WSI has designed and developed a family of CMOS EPROM products
designed by WSI as "27CXXXLS";
WHEREAS, NSC desires access to WSI products and technology in order to
help complement NSC's memory products business;
WHEREAS, WSI does not now have its own wafer fabrication facility, and
desires to purchase for resale EPROM products manufactured by NSC, and NSC is
willing to manufacture and sell such products to WSI;
WHEREAS, WSI and NSC desire that NSC make an equity investment in WSI; and
WHEREAS, WSI and NSC desire to work jointly on the development of future
EPROM products;
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations set forth hereinbelow, the
Parties hereby agree as follows:
1.0 RECITALS AND APPENDICES
1.1 The PARTIES intend that the recitals and appendices to this
Agreement are to be an integral part thereof.
2.0 DEFINITIONS
<PAGE>
2.1 "SUBSIDIARY": any company or other entity more than fifty (50%)
percent of whose outstanding stock entitled to vote for the election
of directors is owned or controlled, directly or indirectly, by a
PARTY hereto. A company or other entity continues to be a SUBSIDIARY
only so long as such control exists.
2.2 "CONFIDENTIAL INFORMATION": all proprietary information relating to
the subject matter of this Agreement disclosed by one of the PARTIES
to the other PARTY in written and/or graphic or computer data base
form originally designated in writing by the disclosing PARTY as
CONFIDENTIAL INFORMATION or by words of similar import, or, if
disclosed orally, summarized and confirmed in writing by the
disclosing PARTY within thirty (30) days after oral disclosure that
the orally disclosed information is CONFIDENTIAL INFORMATION. In
addition, information previously disclosed by one PARTY to the other
and covered by the terms of the Confidential Disclosure Agreement
dated August 28, 1989 (the "August Agreement") shall be CONFIDENTIAL
INFORMATION governed by this Agreement, which shall supersede the
August Agreement.
2.3 "LICENSED PRODUCTS": any of the following with respect to which
TECHNICAL INFORMATION has been transferred by one PARTY to the other
PARTY under the terms of this agreement:
(i) those products specified in Appendix A,
(ii) UPDATES to such products, and
(iii) NEW VERSIONS of such products.
2.4 "UPDATES": modifications (excluding NEW VERSIONS) made to LICENSED
PRODUCTS for the purpose of either: (i) making LICENSED PRODUCTS
conform to published specifications therefor, (ii) yield improvement
or increased industrial productivity, including reductions in
manufacturing or test time, or (iii) performance enhancements, and
which require changes to the TECHNICAL INFORMATION previously
transferred hereunder with respect to such products.
2.5 "NEW VERSIONS": EPROM products resulting from major modifications or
alterations by WSI to the cell architecture of the LICENSED
PRODUCTS.
2.6 "COOPERATIVE PRODUCTS": those EPROM products designed by NSC
resulting from the technical cooperation described in Section 9.0
hereof.
2.7 "TECHNICAL INFORMATION": the information with respect to a LICENSED
PRODUCT which one PARTY delivers to the other PARTY, as specified on
Appendix B or as otherwise specified herein, under the terms of this
Agreement.
<PAGE>
2.8 "TECHNICAL ASSISTANCE": the engineering and design consultation, and
related assistance, to be provided by a PARTY delivering TECHNICAL
INFORMATION hereunder, with times, places and personnel as set forth
in this Agreement or otherwise agreed upon by the PARTIES.
2.9 "NET SALES": the total invoiced price of products sold or otherwise
disposed of by a PARTY in normal, arm's length, commercial
transactions between parties which are not in affiliation, less
shipping costs, taxes, and discounts actually paid or allowed, but
not fees or commissions to agents, representatives or others. If a
product is sold or otherwise disposed of otherwise than in normal,
arm's length, commercial transactions between parties which are not
in affiliation, "NET SALES" shall mean the amount that would have
been calculated according to the immediately preceding sentence for
the same quantities of similar or substantially similar products
sold in normal, arm's length, commercial transactions to the PARTY's
domestic OEM customers, or, if there be no similar or substantially
similar products so sold, then the fair market value thereof. A
product shall be deemed "sold" for purposes of this definition when
billed out, delivered, shipped or mailed to a customer, or when
first used or first set aside for future use by a PARTY or its
SUBSIDIARY, whichever shall first occur. A product disposed of as
scrap shall not be considered as product manufactured under this
Agreement. "NET SALES" shall not include any sales of products by
one PARTY to the other PARTY or such other PARTY SUBSIDIARIES.
2.10 "EPROM": a semiconductor memory device which is capable of being
programmed after manufacture by the application of specified
voltages and/or codes to the device pins, which is capable of
retaining the programmed information indefinitely, and which is
capable of being erased by ultraviolet radiation if assembled in a
package having a quartz window.
2.11 "EPROM PROCESS": the CMOS process to be used by NSC in production of
the LICENSED PRODUCTS, which process was developed at NSC's Salt
Lake City plant incorporating the overlapping gate, self-aligned
implant and tungsten silicide polysilicon wordlines required to
realize virtual ground EPROMS.
2.12 "ACCEPTANCE CRITERIA": has the meaning set forth in Appendix G.
2.13 "QUALIFICATION": has the meaning set forth in Appendix H.
2.14 "NSC": National Semiconductor Corporation and its SUBSIDIARIES.
2.15 "WSI": Waferscale Integration, Inc. and its SUBSIDIARIES.
3.0 LICENSE GRANTS
<PAGE>
3.1 WSI hereby grants to NSC under WSI patents, copyrights, mask work
rights, necessary to manufacture the LICENSED PRODUCTS, and
TECHNICAL INFORMATION, a worldwide, non-exclusive license, without
the right to grant sublicenses, to: (i) make, have made and use
semiconductor processes, including the EPROM PROCESS, and (ii) make,
have made, use, sell, have sold, and otherwise dispose of
semiconductor products, including the LICENSED PRODUCTS; provided,
however that NSC shall not have the right to make, have made, use,
sell, have sold or otherwise dispose of any products designed or
developed by WSI other than LICENSED PRODUCTS, except for the
account of WSI in accordance with the terms of this Agreement; and,
provided further, that NSC shall not have the right to make, have
made, use, sell, have sold or otherwise dispose of LICENSED PRODUCTS
as die, wafers or packaged units for purposes of resale by any third
party as semiconductor products under any third party's own brand
label.
3.2 WSI hereby grants to NSC under WSI copyrights, a paid-up worldwide,
non-exclusive license, without the right to grant sublicenses, to
modify, reproduce and distribute all or part of the copyrighted
materials relating to the LICENSED PRODUCTS hereunder that are made
available to the general public.
3.3 WSI hereby grants to NSC licenses under all necessary rights to
WSI's proprietary packaging and tooling, including lead frames,
custom packaging and other items specifically required for
manufacturing LICENSED PRODUCTS.
3.4 NSC hereby grants to WSI under NSC TECHNICAL INFORMATION, a
worldwide, non-exclusive, license, without the right to grant
sublicenses, to make, have made, use, sell, have sold and otherwise
dispose of semiconductor products, including the LICENSED PRODUCTS;
provided, however, that in exercising the "have made" rights granted
hereunder, the following shall apply:
3.4.1 WSI shall be free to use any third-party foundry so long as
WSI provides to such foundry no process information beyond the
required electrical and physical targets.
3.4.2 If WSI desires to provide such foundry additional process
information, WSI shall advise NSC of the identity of the
proposed foundry prior to the transfer of any NSC TECHNICAL
INFORMATION, and NSC shall have the right to prohibit the
transfer of such information if NSC can demonstrate to the
reasonable satisfaction of WSI that the proposed foundry
presents a high risk of misuse of the information to be
provided.
3.4.3 Disclosure by WSI to any third-party of NSC TECHNICAL
INFORMATION shall be made only under terms and provisions
which protect the confidentiality of the disclosed information
upon the terms, and for a period which is not less than that,
contained in this Agreement.
<PAGE>
3.4.4 It is understood and agreed that, except as provided in
Section 7.18, NSC shall have no obligation to provide
technical assistance or consultation to WSI in bringing up is
own manufacturing facility or qualifying a third-party
foundry.
4.0 TECHNICAL INFORMATION AND TECHNICAL ASSISTANCE
4.1 As soon as practicable after the signing of this Agreement (but in
no event later than the delivery due dates set forth beside each
LICENSED PRODUCT on Appendix A), WSI will deliver to NSC the
TECHNICAL INFORMATION specified in Appendix B with respect to the
LICENSED PRODUCTS listed on Appendix A.
4.2 On a continuing basis during the term of this Agreement, each PARTY
shall promptly, but in any event within 60 days from creation,
deliver to the other PARTY any revised or updated information
corresponding to previously transferred TECHNICAL INFORMATION, as
well as the TECHNICAL INFORMATION specified on Appendix B for all
UPDATES and NEW VERSIONS.
4.3 WSI agrees to provide to NSC, with respect to the LICENSED PRODUCTS
listed on Appendix A, the TECHNICAL ASSISTANCE specified in Appendix
C. Such TECHNICAL ASSISTANCE shall be provided at NSC facilities and
shall be limited to a maximum of twelve (12) months. The level of
such TECHNICAL ASSISTANCE shall be mutually agreed by the PARTIES to
promote the prompt QUALIFICATION of manufacturing at NSC's facility,
but WSI shall not be obligated to provide more than four WSI
engineers at NSC's site during the first six months of this
Agreement, or more than three WSI engineers thereafter.
4.4 During the period prior to QUALIFICATION of WSI shall have access to
such wafers, processed dice and packaged units as shall be required
for engineering work in support of the QUALIFICATION .
4.5 WSI will have the right, upon written request and subject to the
reasonable approval of NSC as to the specific periods of attendance,
to send WSI personnel, military compliance authorities and
representatives from WSI customers to NSC's facilities to inspect
such facilities and consult with appropriate NSC personnel regarding
NSC's manufacturing processes, equipment and process modules
applicable to the EPROM PROCESS. All such visitors shall be required
to observe such restrictions as are imposed by NSC on its own
customers during similar inspections.
4.6 With respect to changes made by NSC tot he EPROM PROCESS, NSC shall
provide to WSI information concerning the change at the time and on
the same basis that NSC provides such information to its
most-favored OEM customers.
5.0 CONSIDERATION
<PAGE>
5.1 In consideration for the licenses granted by WSI to NSC under
Sections 3.1, 3.2 and 3.3, NSC shall pay to WSI the following:
(i) A license fee of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of this fee has been
paid to WSI prior to the date of this Agreement, and
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] is payable upon the
signature hereof.
(ii) A product transfer fee of [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] for each LICENSED PRODUCT, one half payable upon
transfer of the data base and one half payable upon
QUALIFICATION of the LICENSED PRODUCT by NSC.
(iii) A royalty of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the
NET SALES BY NSC of LICENSED PRODUCTS until such NET SALES
have reached [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], a
royalty of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the
NET SALES by NSC of LICENSED PRODUCTS on the second
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of the NET SALES by
NSC of LICENSED PRODUCTS thereafter.
5.2 In consideration for the provision by WSI of TECHNICAL ASSISTANCE,
NSC shall pay a technical support fee of [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] per month for the period during which WSI is providing
TECHNICAL ASSISTANCE specified in Section 4.3, which payments are
not to exceed in total [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
5.3 In consideration for the license granted by NSC to WSI under Section
3.4, WSI shall devote reasonable technical resources during the term
of this Agreement to the development of a 16 Meg EPROM and related
process improvements. In the event WSI desires to cease its
development effort on a 16 Meg EPROM, it shall so notify
<PAGE>
NSC and WSI shall thereafter, through the term of this Agreement and
any extension thereof, pay to NSC a royalty of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] of the NET SALES by WSI of products
manufactured by NSC on the EPROM PROCESS or manufactured for WSI by
a third-party foundry pursuant to the license granted to WSI under
Section 3.4 of this Agreement.
5.4 All royalty payments required hereunder shall be made quarterly in
arrears, within [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the end
of each of paying PARTY's fiscal quarters and shall be accompanied
by a report setting forth the NET SALES of LICENSED PRODUCTS and the
manner in which the amount of the royalty payment was calculated.
Each PARTY shall have the right, in confidence and upon reasonable
notice, to have a mutually acceptable third party accounting firm
inspect the other PARTY's books and records to determine compliance
with this Section 5.0.
5.5 Except as otherwise provided in this Agreement, each PARTY shall pay
all of its own expenses incurred in order to perform its obligations
under this Agreement.
6.0 STOCK PURCHASE AGREEMENT
6.1 In further consideration for the licenses granted by WSI to NSC
under Sections 3.1, and 3.2 and 3.3, for the transfer by WSI of
TECHNICAL INFORMATION, and for the provision by WSI of TECHNICAL
ASSISTANCE, NSC shall make a Nine Million Dollar ($9,000,000) equity
investment in WSI in substantially equal installments at three
closings under the terms and conditions set forth in the Stock
Purchase Agreement attached hereto as Appendix D, which is being
entered into by the PARTIES simultaneously with this Agreement.
Notwithstanding anything to the contrary contained herein, this
Agreement shall not be effective for any purpose unless and until
the First Closing under the Stock Purchase Agreement (as defined
therein) has occurred.
7.0 SUPPLY OF FINISHED PRODUCT AND WAFERS TO WSI
7.1 NSC agrees to supply to WSI LICENSED PRODUCTS in the form of
finished products or as dice in wafer form, and to supply other
products manufactured on the EPROM PROCESS in parametrically
tested-wafer form, subject to the terms and conditions set forth in
this Section 7.0, which shall control over any other terms and
conditions in conflict therewith set forth in any other document.
7.2 For LICENSED PRODUCTS, NSC agrees to supply finished products in
packaged and tested form to WSI beginning not more than thirteen
(13) weeks after
<PAGE>
QUALIFICATION of the relevant LICENSED PRODUCT (subject to the
possible ramp-up constraints described in Section 7.4). Such
products shall be marked with the WSI logo and such other markings
as agreed by the PARTIES. Alternatively, upon the request of WSI,
NSC will supply LICENSED PRODUCT as dice in wafer form beginning not
more than nine (9) weeks after QUALIFICATION of the relevant
product. For LICENSED PRODUCTS, NSC shall provide and pay for (i)
development wafer processing needed for QUALIFICATION of such
products, with quantities determined by agreement of the PARTIES,
(ii) mask tooling for LICENSED PRODUCTS, (iii) scribeline test chip
tooling costs, and (iv) other production costs associated with the
QUALIFICATION of LICENSED PRODUCTS.
7.3 For WSI products which are not licensed to NSC, NSC shall supply
product to WSI in the form of parametrically tested wafers only, and
only on the condition that the products can be manufactured on the
EPROM PROCESS, and provided further that WSI pays the costs of all
masks and tooling for such products. NSC shall be liable for no
engineering costs on non-LICENSED PRODUCTS beyond those required to
meet the parametric acceptance criteria.
The quantity of such non-LICENSED PRODUCTS shall not exceed
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] percent of the total wafers
manufactured by NSC for WSI during any calendar quarter.
7.4 Pursuant to Sections 7.2 and 7.3, NSC shall supply such quantities
as are ordered by WSI up to the monthly volumes set forth in the
following schedule:
Quarter 1: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 2: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 3: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 4: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 5: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 6: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
<PAGE>
Quarter 7: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Thereafter: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
The capacity defined for "Quarter 1" in this Section 7.4 will be
available for shipments to WSI starting [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] after NSC has completed QUALIFICATION of the 27C010LS.
However, as a result of "learning-curve" constraints in new assembly
and test flows, both PARTIES recognize that the finished goods
manufacturing cycle time for LICENSED PRODUCTS immediately after
QUALIFICATION of a LICENSED PRODUCT may be longer than the
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] contemplated by this Section
7.0. Both PARTIES agree to use their best efforts to assist
improvement of such longer cycle times as quickly as possible.
7.5 In consideration for NSC making available to WSI the wafer capacity
set forth in Section 7.4, WSI guarantees to purchase the following
minimum quantities:
Quarter 1: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 2: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 3: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 4: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 5: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 6: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
Quarter 7: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
<PAGE>
Thereafter: [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
These minimum guarantees shall be subject to annual renegotiation
(but in no event to less than [CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] per
month) provided, however, that the available capacity committed by
NSC in Section 7.4 shall be correspondingly adjusted to an amount
equal to [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] the minimum guaranteed
amount. Notwithstanding these minimum guarantees, WSI shall have the
option to terminate the foundry provisions of this Section 7.0 in
accordance with the notice requirements of Section 7.16.
7.6 The prices to be paid by WSI for LICENSED PRODUCTS shall be
determined according to the schedules and formulae set forth in
Appendix E.
7.7 For non-LICENSED PRODUCTS, NSC shall initially be obligated to
deliver only parametrically tested wafers, processed to NSC
commercial production standards. Thereafter, the wafers shipped to
WSI for non-LICENSED PRODUCTS shall be subject to the ACCEPTANCE
CRITERIA set forth in Appendix G. The prices to be charged for such
wafers will be based on WSI's total equivalent wafer consumption,
with the price during any month determined by averaging the wafer
production value of LICENSED PRODUCTS and other products sold to
WSI, according to the following schedule:
(i) First [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE
COMMISSION] Wafers per month - [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(ii) Wafers [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE
COMMISSION] per month - [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
(iii) Wafers [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE
COMMISSION] per month - [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
(iv) Wafers [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] per month
- [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION]
(v) Wafers [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] and up per month -
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
For non-LICENSED PRODUCTS, NSC shall not be obligated to start any
production lots containing fewer than [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] wafers. Further, NSC shall not be obliged to carry more
than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] different non-LICENSED PRODUCTS
in work-in-process ("WIP") at any one time, provided, however, that
this limitation is based on the assumption that wafer fabrication
cycle time is between [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] weeks, and
if that cycle time is consistently exceeded the PARTIES shall
negotiate a modification of this eight product limit.
Since all non-LICENSED PRODUCTS are custom with respect to WSI, once
wafers have started, WSI will be obligated to accept and pay for
completed wafers or NSC stated WIP costs.
7.8 Special wafer fabrication charges:
(i) wafers produced to 883C standard shall be subject to a
surcharge of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] per
wafer. 883C wafers will be limited to a maximum of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] percent of the total
wafers manufactured for WSI.
(ii) Quick turnaround lots, which are run in approximately 2.5
times theoretical cycle time, shall be limited to
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] wafers. The
availability of quick turnaround lot starts is subject to
allocation among all users in the line, and they shall be
billed at [CONFIDENTIAL INFORMATION OMITTED AND FILED
<PAGE>
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] the
wafer price prevailing at the time the wafers are started.
7.9 NSC shall have the option of subcontracting to third parties the
wafers manufactured for WSI hereunder, provided that said
subcontracted wafers satisfy the WSI ACCEPTANCE CRITERIA specified
in Appendix G.
7.10 WSI shall utilize purchase orders as the mechanism for short term
forecasting. Each month, WSI shall place a purchase order for its
best estimate of its requirements, by product type, for the sixth
month hence. All purchase orders with delivery dates of less than
three months are firm, and may not be altered.
7.11 Purchase orders outside the three month window may be changed
according to the following schedule:
Delivery date Aggregate Change
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
Because different product types may be included, the aggregate
changes shall be evaluated on the basis of wafer starts to serve WSI
needs within any given month.
7.12 WSI will assist NSC in all long term planning, providing long term
forecasts of expected requirements for finished goods, dice and
wafers. These forecasts will be required in March and September of
each year, supporting NSC's capacity forecasting cycles.
7.13 In the event of a shortfall in wafer capacity for the EPROM PROCESS,
NSC shall support the WSI guarantees according to Paragraph 7.5
above. Additional capacity shall be allocated in the following
manner:
(i) NSC shall use capacity up to the guarantees defined for WSI in
Paragraph 7.5.
(ii) Remaining capacity will be allocated in proportion to the hard
backlog (described in equivalent wafers) of the PARTIES.
Capacity allocations shall be defined in wafers, and each PARTY will
have the freedom, within the constraints of timing for wafer starts,
to define which products shall be manufactured with their available
capacity.
7.14 In the event of a shortfall in NSC's final test capacity for EPROMS,
NSC shall have the option of subcontracting final test or of
shipping packaged but untested units to WSI at a cost determined in
accordance with Appendix E. NSC shall advise WSI of
<PAGE>
such untested shipments no less than [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] weeks prior to the date that product will be sealed by
NSC.
7.15 All shipments to WSI of finished products and wafers shall be
governed by NSC's standard terms and conditions of sale, except as
modified herein. A copy of such terms and conditions is attached
hereto as Appendix F, and in the event of any conflict between such
terms and this Agreement, this Agreement shall control. Payment
shall be made by WSI within thirty [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]of
the date of NSC's invoice. In the event of non-payment or delayed
payment by WSI, NSC shall have the right to suspend performance
hereunder, place WSI on "credit hold" or take other appropriate
actions immediately notwithstanding the 60-day cure period provided
in Section 12.2 for other breaches of this Agreement.
7.16 If WSI desires to stop purchasing wafers or finished product from
NSC, the following ramp-down schedule shall apply:
Percentage of Outs For
Months After Notice Month Notice is Given
------------------- ---------------------
Fourth [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Fifth [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Sixth [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Seventh [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION]
Eighth [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION]
7.17 NSC shall have the right to cease production of finished products or
wafers for WSI at any time prior to the termination of this
Agreement on the following conditions:
<PAGE>
7.17.1 NSC must give WSI not less than [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
written notice of its intention to cease such production.
7.17.2 NSC shall not be entitled to issue such notice until [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] after NSC first delivers finished product or
wafers to WSI pursuant to this Section 7.0.
7.17.3 Upon its receipt of notice from NSC under Section 7.17.1, WSI shall
be required to confirm, not later than [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] after receipt of notice, the total "lifetime buy"
quantity of wafers and finished products it intends to purchase
from NSC prior to NSC's cessation of production. WSI confirmation
of this "lifetime buy" quantity shall be accompanied by a firm
purchase order for the full amount. The "lifetime buy" quantity
ordered by WSI shall be limited to not more than [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] the maximum quantity that could otherwise be
ordered by WSI during the notice period.
7.18 In the event WSI terminates this Agreement pursuant to Section 12.2
or NSC ceases production for WSI pursuant to Section 7.17, WSI shall
have the right to disclose NSC TECHNICAL INFORMATION delivered to
WSI hereunder to one or more third parties for the sole purpose of
having such third parties provide WSI with design, layout, foundry,
assembly and testing services relating to semiconductor products,
provided that such disclosures are made under terms and provisions
which protect the confidentiality of the disclosed information upon
the terms, and for a period which is not less that, contained in
this Agreement. WSI shall also have rights to the tooling used by
NSC in the manufacture of product of WSI, and NSC shall provide WSI
reasonable technical assistance and consultation to assist such
foundry in qualifying its process for WSI.
8. PROGRAM MANAGEMENT
8.1 Within fifteen (15) days after signature of this Agreement, the
PARTIES shall appoint a Program Management Committee of no more than
six persons, comprised of three representatives from each PARTY, at
least one of which shall be an engineer qualified in technical
matters related to the LICENSED PRODUCTS. Each PARTY shall designate
one of its representatives to this Committee as Program Manager,
whose primary responsibility shall be to act as a focal point for
<PAGE>
technical and commercial discussions between the PARTIES related to
the subject mater of this Agreement.
8.2 The Program Management Committee shall meet not less than once a
month for the initial six months of this Agreement, and not less
than quarterly thereafter. Meetings shall be held alternately at
WSI's site in Fremont and NSC's site in Santa Clara, unless
otherwise agreed. The Program Managers of each PARTY shall establish
the agenda in advance of each meeting.
9.0 TECHNICAL COOPERATION
9.1 By mutual agreement, the parties may add to the number of LICENSED
PRODUCTS by adding additional products to Appendix A. In the event
such additional products are developed solely by WSI, NSC shall pay
to WSI the product transfer fee specified in Section 5.1(ii) and
such products shall be subject to the royalty obligations of Section
5.1(iii).
9.2 In the event WSI develops a NEW VERSION, it shall transfer to NSC
the TECHNICAL INFORMATION required under Section 4.2, and the
following additional terms shall apply:
9.2.1. If the NEW VERSION does not exceed the performance levels set
forth on Appendix I, NSC shall have the option to immediately
add the NEW VERSION to Appendix A, in which case the NEW
VERSION will be governed by Section 9.1.
9.2.2 If the NEW VERSION does exceed the performance levels set
forth on Appendix I, NSC shall have the right to add the NEW
VERSION as an Appendix A LICENSED PRODUCT [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] after first silicon on the NEW
VERSION is shipped by NSC to WSI, provided that NSC shall have
the right to deliver customer samples only until [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] after shipment of such first silicon
to WSI. Notwithstanding the foregoing time restrictions on
NSC's ability to ship samples or production units of the NEW
VERSION, should NSC demonstrate, to the reasonable
satisfaction of WSI, that an EPROM competitor of NSC's has
announced, sampled or shipped production units of an EPROM
that is competitive in performance to the NEW VERSION, then
NSC shall have the right to announce equivalent information
and ship equivalent samples or production units.
9.3 In order to continue expansion of the product family, the PARTIES
may agree that NSC shall design specified additional EPROMS, all of
which shall be
<PAGE>
manufacturable on the EPROM PROCESS, with the technical assistance
and cooperation of WSI. These COOPERATIVE PRODUCTS shall be offered
for sale to WSI under the provisions and pricing methods of Section
7.0 applicable to LICENSED PRODUCTS at the time they are released to
production by NSC.
9.4 COOPERATIVE PRODUCTS shall not be subject to either a product
transfer fee or a royalty.
9.5 Notwithstanding assistance from any NSC engineer in designing the
WSI 27C020LS product, the PARTIES recognize that WSI will own the
27C020LS and that the 27C020LS will be a LICENSED PRODUCT and not a
COOPERATIVE PRODUCT.
10.0 FUTURE AGREEMENTS
10.1 WSI and NSC desire to work together on the joint development of the
next generation of EPROM products and processes. The PARTIES
therefore agree to negotiate in good faith with the goal of entering
into a mutually satisfactory CO-DEVELOPMENT AGREEMENT setting forth
the terms and conditions of such joint development work as promptly
as possible after the execution of this Agreement. However, failure
by the PARTIES to negotiate a CO-DEVELOPMENT AGREEMENT will not
constitute a material breach under this Agreement.
10.2 WSI has indicated to NSC its interest in acquiring license rights to
manufacture and sell certain NSC products on terms and conditions
similar to those set forth in this Agreement. The PARTIES therefore
agree to negotiate in good faith with the goal of entering into a
mutually satisfactory LICENSING AGREEMENT under which NSC would
license WSI to manufacture an and sell up to five mutually-agreed
NSC products on terms and conditions similar to those of this
Agreement. However, failure by the PARTIES to negotiate a LICENSING
AGREEMENT will not constitute a material breach under this
Agreement.
11.0 CONFIDENTIALITY
11.1 Each PARTY acknowledges that the other may, from time to time,
reveal certain confidential business or technical information which
will be CONFIDENTIAL INFORMATION. Each PARTY agrees that it will not
use in any way for its own account or the account of any third
party, not disclose to any third party, except pursuant to this
Agreement, any such CONFIDENTIAL INFORMATION revealed to it by the
other PARTY. Each PARTY shall take every reasonable precaution to
protect the confidentiality of the CONFIDENTIAL INFORMATION of the
other PARTY. Each PARTY shall use the same standard of care in
protecting the CONFIDENTIAL INFORMATION of the other PARTY as it
normally uses in
<PAGE>
protecting its own trade secrets and proprietary information, or a
higher standard of care if reasonable under the circumstances.
11.2 Notwithstanding any other provisions of this Agreement, no
information received by a PARTY hereunder shall be CONFIDENTIAL
INFORMATION if said information is:
11.2.1 published or otherwise made available to the public other
than by a breach of this Agreement,
11.2.2 furnished to a PARTY by an independent third party without
restriction on its dissemination,
11.2.3 approved for release in writing by the PARTY designating said
information as CONFIDENTIAL INFORMATION,
11.2.4 known to or independently developed by the PARTY receiving
CONFIDENTIAL INFORMATION hereunder without reference to or
use of said CONFIDENTIAL INFORMATION, or
11.2.5 disclosed to a third party by the PARTY transferring said
information hereunder without restriction on its subsequent
disclosure and use by said third party.
11.3 Disclosure of any CONFIDENTIAL INFORMATION by a PARTY hereto shall
not be precluded if such disclosure is in response to a valid order
of a court or other government body, provided that the receiving
PARTY promptly notifies the other PARTY of such order and makes a
good faith effort to obtain a protective order requiring that the
CONFIDENTIAL INFORMATION so disclosed be kept in confidence and used
only for the purpose for which such order was issued.
11.4 Either PARTY may disclose CONFIDENTIAL INFORMATION of the other
PARTY for the sole purpose of exercising the "have made" rights
granted in Section 3.0 of this Agreement, provided that such
disclosures are made under terms and provisions which protect the
confidentiality of the disclosed information upon the terms, and for
a period which is not less than that, contained in this Agreement.
12.0 TERM AND TERMINATION
12.1 Unless otherwise terminated as herein provided, this Agreement shall
continue in full force and effect for a period of five (5) years
from the date hereof, and thereafter shall continue on a
year-to-year basis unless the PARTY wishing to terminate provides
the other PARTY not less than twelve (12) months written notice of
its intent not to renew this Agreement.
<PAGE>
12.2 This Agreement may be terminated by either PARTY for material breach
of this Agreement if such breach has not been cured within sixty
(60) days after written notification of such breach; provided,
however, that this Agreement may not be terminated if the breaching
PARTY has provided within such sixty (60) day period evidence of
good-faith effort and progress toward curing the breach, in which
case this agreement may not be terminated unless the breach has not
been cured within ninety (90) days of written notification of the
breach.
12.3 This Agreement may be terminated by either PARTY with immediate
effect in the event the other PARTY files for liquidation under
Chapter 7 of the United States Bankruptcy Code, or a prior Chapter
11 proceeding in which the other PARTY is the debtor is converted to
a Chapter 7 proceeding.
12.4 In the event that a proceeding for corporate reorganization under
chapter 11 of the United States Bankruptcy Code is filed by or
against a PARTY, or a Receiver or Trustee is appointed for a PARTY,
or a PARTY makes an assignment for the benefit of creditors, the
other PARTY may immediately suspend performance of its obligations
hereunder (other than royalty obligations in excess of amounts owed
to such PARTY) until such time as it receives reasonable assurances
of such PARTY's ability and intent to fully perform such PARTY's
obligations hereunder. If a condition referred to in this Section
12.4 continues for more than one (1) year, the other PARTY may at
its option terminate this Agreement upon written notice to such
PARTY.
12.5 In the event of termination of this Agreement, other than
termination under Section 12.2, the licenses and rights to royalties
granted hereunder shall survive such termination and all other
rights granted hereunder shall cease (except for rights accruing to
one PARTY by reason of the other PARTY's performance hereunder prior
to the effective date of termination).
12.6 In the event of termination under Section 12.2, the licenses and
rights to royalties shall continue except as follows:
(i) the licenses granted by WSI to NSI shall terminate if the
Agreement is terminated by WSI for a material breach by NSC of
its obligations under Sections 5.0, 6.0 or 7.17 of this
Agreement, and
(ii) the obligations of NSC to pay royalties to WSI shall terminate
if the Agreement is terminated by NSC for a material breach by
WSI of its obligations under Section 4.0
12.7 Notwithstanding any other provisions of this Agreement, the
confidentiality provisions of Section 11.0 shall survive any
termination of this Agreement.
<PAGE>
12.8 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES UPON TERMINATION OF THIS AGREEMENT FOR ANY
REASON.
13.0 INVENTIONS
13.1 All discoveries, improvements and inventions conceived in the
performance of this Agreement by NSC personnel shall be the sole and
exclusive property of NSC and NSC shall retain any and all rights to
file at its sole discretion and patent applications thereon.
13.2 All discoveries, improvements and inventions conceived in the
performance of this Agreement by WSI personnel shall be the sole and
exclusive property of WSI and WSI shall retain any and all rights to
file at its sole discretion any patent applications thereon.
13.3 All discoveries, improvements and inventions conceived jointly by
NSC and WSI personnel in the performance of this Agreement shall be
jointly owned by NSC and WSI with each PARTY having the undivided
right to exploit and grant licenses in respect of such inventions
and any patents arising therefrom without accounting to the other
PARTY. In the event of a joint invention, the PARTIES shall have the
responsibility for preparing and filing a patent application on the
invention in the United States and foreign countries and the PARTIES
agree that each will bear one-half of the actual out-of-pocket
expenses associated with obtaining and maintaining such patents. In
the event one PARTY elects not to seek or maintain patent protection
for any joint invention in any particular country or not to share
equally in the expenses thereof with the other PARTY, that other
PARTY shall have the right to apply for or maintain such patent
protection at its own expense in such country and shall have full
control over the prosecution and maintenance thereof, even though
title to any patent resulting therefrom shall be jointly owned.
14.0 PATENT INDEMNITY
WSI agrees to defend any suit or proceeding brought against NSC if it is
based on a claim that a LICENSED PRODUCT or other WSI product manufactured
by NSC under this Agreement constitutes an infringement of any patent,
trademark, copyright, mask work right, trade secret or other proprietary
right of a third party, if notified promptly in writing and given full and
complete authority, information and assistance (at WSI's expense) for the
defense of same. WSI shall pay all damages and costs, including attorneys'
fees, therein awarded against NSC, but WSI shall not be responsible for
any compromise made without its written consent. Notwithstanding anything
herein to the contrary, however, WSI's total liability under this Section
14.0 shall not exceed the total amount of license fees and product
transfer fees paid by NSC to WSI pursuant to Section 5.1
15.0 NONSOLICITATION OF EMPLOYEES
<PAGE>
During the term of this Agreement and for a period of one year thereafter,
neither PARTY will solicit or induce any employee of the other PARTY who
is or has been engaged in the transfer of TECHNICAL INFORMATION or in
rendering TECHNICAL ASSISTANCE to become an employee or consultant of such
PARTY.
16.0 PUBLICITY
The PARTIES will agree on the content of a press announcement related to
the relationship contemplated by this Agreement. Except as otherwise
provided in this Section 16.0, neither PARTY shall publicize or otherwise
disclose the terms of this Agreement without the prior approval of the
other PARTY, which approval shall not be unreasonably withheld. This
provision shall not affect the right of NSC or WSI to disclose under
confidentiality and use restrictions, such terms of this Agreement as are
reasonably necessary to disclose for purposes of providing information of
the type customarily requested by customers and prospective customers in
the ordinary course of doing business, and of seeking financing, bank
credit or the like. Both PARTIES shall remain free to disclose the
existence of the Agreement, that NSC is a foundry for WSI products, and
the origin and design authorship of products produced or licensed under
this Agreement.
17.0 ASSIGNMENT
This Agreement and the rights and obligations rising hereunder shall be
binding upon and inure to the benefits of the PARTIES and to their
respective successors and assigns, provided that one PARTY shall not
assign any of its rights or privileges hereunder without the prior written
consent of the other PARTY. Notwithstanding the above, this Agreement may
be assigned by either PARTY pursuant to a merger, consolidation or sale of
all or substantially all of the assets of a PARTY, provided that the
successor agrees to be bound by the terms of this Agreement; provided,
however, that the rights granted in Section 7.0 shall not be assignable to
or assumable by any third party which meets either of the following
criteria: (i) annual semiconductor sales of more than $1 Billion, or (ii)
any other company which NSC can demonstrate to the reasonable satisfaction
of WSI is unlikely to adequately protect CONFIDENTIAL INFORMATION or
observe the license restrictions set forth in this Agreement. In the event
NSC refuses to consent to assignment of the rights granted in Section 7.0
on the basis of (ii) above, then NSC shall nevertheless provide WSI the
"lifetime buy" opportunity on the same basis as provided in Section 7.17,
except that the notice period of Section 7.17.1 shall be reduced to twelve
(12) months and the "lifetime buy" quantity in Section 7.17.3 shall be
limited to not more than two (2) times the maximum quantity that could
otherwise be ordered during the notice period.
18.0 WAIVER
No failure or delay on the part of either PARTY in the exercise of any
power, right or privilege arising hereunder shall operate as a waiver
thereof, nor shall any single or partial
<PAGE>
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.
19.0 INTEGRATION
This Agreement and the Stock Purchase Agreement attached hereto as
Appendix D constitute the entire agreement and understanding between the
PARTIES with respect to the subject matter of this Agreement and integrate
all prior discussions and proposals (whether oral or written) between them
related to the subject matter hereof. No modification of any of the terms
of this Agreement shall be valid unless in writing and signed by a duly
authorized officer of each PARTY.
20.0 SEVERABILITY
If any provision of this Agreement is for any reason found to be
ineffective, unenforceable or illegal, such condition shall not affect the
validity of enforceability of any of the remaining portions hereof;
provided, further, the PARTIES shall negotiate in good faith to replace
any ineffective, unenforceable or illegal provision with an effective
replacement as soon as is practical.
21.0 FORCE MAJEURE
Neither PARTY shall be liable in damages or have the right to terminate
for any delay or default in performing hereunder where such delay or
default is caused by conditions beyond the control of the delaying or
defaulting PARTY, including but not limited to acts of God, government
restrictions, continuing domestic or international problems such as wars
or insurrections, strikes, fires, floods, work stoppages and embargoes;
provided, however, that either PARTY shall have the right to terminate
this Agreement upon thirty (30) days prior written notice if the delay or
default of the other PARTY due to any of the above-mentioned causes
continues for a period of six (6) months.
22.0 COUNTERPART ORIGINALS
This Agreement is being executed simultaneously in two (2) counterparts,
each of which shall be deemed an original but both of which together
constitute one and the same instrument.
23.0 NO PARTNERSHIP OR AGENCY CREATED
Nothing contained herein or done in pursuant of this Agreement shall
constitute the PARTIES as entering upon a joint venture or partnership, or
shall constitute either PARTY the agent for the other PARTY for any
purpose or in any sense whatsoever.
24.0 CHOICE OF LAW
<PAGE>
This Agreement and the performance of the PARTIES hereunder shall be
construed in accordance with and governed by the laws of the State of
California.
25.0 EFFECT OF HEADINGS
The headings and sub-headings contained herein are for information
purposes only and shall have no effect upon the intended purpose or
interpretation of the provisions of this Agreement.
26.0 EXPORT CONTROL
Each PARTY hereby represents and warrants to the other PARTY that unless
prior authorization is obtained or a general license is available from the
United States Government, such PARTY shall not knowingly:
(i) Export or re-export, directly or indirectly, any technical data (as
defined in Part 379 of the Administration Regulations of the United
States Department of Commerce) received from the other PARTY
hereunder, or
(ii) Disclose such technical data for use in or export or re-export,
directly or indirectly, any direct product of such technical data,
to any destination or country to which the export or re-export or
release of such technical data or export or re-export of the direct
products of such technical data is prohibited by the laws or
regulations of the United States. These assurances are furnished by
each PARTY in compliance with Part 379 (Technical Data) of the
export Administration Regulations of the United States Department of
Commerce.
(iii) Each PARTY hereby further agrees to obtain any necessary export
license or other documentation prior to exportation of any products
or technical data acquired from the other PARTY under this
Agreement. Accordingly, such PARTY shall not sell, export,
re-export, transfer, divert or otherwise dispose of any such product
directly or indirectly to any person, firm or entity, or country of
countries, prohibited by the laws or regulations of the United
States. Further, each PARTY shall give notice of the need to comply
with such laws and regulations of the United States. Further, each
PARTY shall give notice of the need to comply with such laws and
regulations to any person, firm or entity which is has reason to
believe is obtaining any such products from such PARTY with the
intention of exportation. Each PARTY shall secure, at its own
expense, such licenses and export and import documents as are
necessary to resell any product contemplated by this Agreement.
27.0 NOTICES
All notices required or permitted to be given hereunder shall be in
writing and shall be valid and sufficient if dispatched by registered
airmail, postage prepaid, in any post office of the country where mailed,
address as follows.
<PAGE>
If to WSI:
WAFERSCALE INTEGRATION, INC.
47280 Kato Road
Fremont, CA 94538
Attention: President
If to NSC:
NATIONAL SEMICONDUCTOR CORPORATION
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, CA 95052-8090
Attention: General Counsel
Either PARTY may change its address by a notice given to the other PARTY
in the manner set forth above. Notices given as herein provided shall be
considered to have been given seven (7) days after the mailing thereof.
IN WITNESS WHEREOF, the PARTIES have had this Agreement executed by their
respective authorized officers on the date first written above.
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/
-----------------------------
Date: April 27, 1990
WAFERSCALE INTEGRATION, INC.
By:
-----------------------------
Date:
-----------------------------
<PAGE>
If to WSI:
WAFERSCALE INTEGRATION, INC.
47280 Kato Road
Fremont, CA 94538
Attention: President
If to NSC:
NATIONAL SEMICONDUCTOR CORPORATION
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, CA 95052-8090
Attention: General Counsel
Either PARTY may change its address by a notice given to the other PARTY
in the manner set forth above. Notices given are herein provided shall be
considered to have been given seven (7) days after the mailing thereof.
IN WITNESS WHEREOF, the PARTIES have had this Agreement executed by their
respective authorized officers on the date first written above.
NATIONAL SEMICONDUCTOR CORPORATION
By:
-----------------------------
Date:
-----------------------------
WAFERSCALE INTEGRATION, INC.
By: /s/
-----------------------------
Date: April 27, 1990
-----------------------------
<PAGE>
APPENDIX A
LICENSED PRODUCTS DELIVERY DEADLINE
- ----------------- -----------------
1. 27C256LS 120 days from Agreement date
2. 27C512LS 60 days for Agreement date
3. 27C010LS(1) Delivered prior to Agreement date
4. 27C020LS(2) 90 days from Agreement date
5. 27C040LS(3) 60 days from Agreement date
NOTES:
- -----
(1) Prior to July 1, 1990, NSC shall not ship any devices (other than
engineering samples) marked and guaranteed for a speed grad faster than
120 nsec.
(2) Prior to October 1, 1990, NSC shall not ship any devices (other than
engineering samples) marked and guaranteed for a speed grade faster than
120 nsec.
(3) Prior to October 1, 1990, NSC shall not publicly announce the availability
of a 4 Meg devices and shall not ship any qualified 4 Meg devices for
revenue, with the exception of NSC's being permitted to deliver
engineering samples after July 1, 1990.
<PAGE>
APPENDIX B
TECHNICAL INFORMATION
For each licensed product, the following technical information shall be
transferred:
1.0 General Product Information.
1.1 Information on the process required to manufacture licensed
products.
Starting Material Specifications
Process Flow Description
Final Critical Dimensions
Critical Dimensions in Database
Thickness of Conducting and Insulating Layers
Processing Temperatures for Critical Steps
Threshold and Breakdown Voltages Required for Licensed Products
Sheet and Bulk Resistivities of Conducting Layers
1.2 Parametric Test Structure Information
Test Structure Database
Test Device Descriptions and Dimensions
Process Target Values for Tested Parameters
2.0 General Product Design Information
2.1 Design Rule Information
Layout Design Rule Package
Description of relationship between drawn and final dimensions
Design rule checking algorithms
2.2 Electrical Design Information
<PAGE>
Simulation models used for simulating active devices and parasitic
areas
Current density design rules
3.0 Specific Product Design Information
3.1 Schematic diagram of LICENSED PRODUCT including device sizes, and
explanation of all operating modes of device.
3.2 Simulation netlists.
3.3 Graphical database of LICENSED PRODUCT, in hierarchical form, in
mutually agreed, computer readable format. All information required
to interpret and utilize the database for mask making and circuit
debugging.
3.4 LVS netlist corresponding to graphical database.
3.5 Explanations of all special structures, and their operating modes.
3.6 Full explanation of test methods and test modes of the LICENSED
PRODUCTS.
3.7 Characterization data of LICENSED PRODUCTS.
<PAGE>
APPENDIX C
TECHNICAL ASSISTANCE
1. Experiences engineering assistance achieving prompt QUALIFICATION of the
LICENSED PRODUCTS, according to the requirements stated in APPENDIX H.
2. Consultation to support NSC's understanding of TECHNICAL INFORMATION.
3. Test support of wafers processed to develop and refine the EPROM PROCESS.
4. Consultation in support of NSC's development of manufacturing tests.
5. Consultation in support of NSC's establishment of assembly capability.
6. Design support of defining the correct sizing for manufacturing mask sets.
7. Design support in achieving the basic performance requirements defined in
APPENDIX H.
8. Engineering support in the definition of a production scribe line test
structure.
9. Failure analysis in support of yield enhancement. WSI and NSC share the
objective of achieving the defect densities and systematic yields
necessary to realize yields of [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] wafer on the
27C010LS during the twelve months of TECHNICAL ASSISTANCE.
10. Design and product engineering support achieving the full performance
potential of the LICENSED PRODUCTS. WSI and NSC share the objective of
achieving a 90% yield to Bin 1 specifications within the timeframe of
TECHNICAL ASSISTANCE. Apart from other criteria, the simplest way to
characterize "Bin 1" is by the following list of address access times:
27C256LS 90 nsec
27C512LS 100 nsec
27C010LS 100 nsec
27C020LS 100 nsec
27C040LS 120 nsec
11. Design and product engineering in support of achieving the following
standards, over and above the basic performance criteria in APPENDIX H.
<PAGE>
Operating Current Mean I(subscript(CC)) + 4 sigma < 60 mA
Output Noise Sensitivity No T(subscript(AA)) pushout below
V(subscript(CC)) = 6.5 V at -55 (degree) C
Output Loading With 130 pf load, achieve
specified speed and avoid data
errors
VIL >= 1.1 V
Programming Margin >= 7.0 V
These criteria are not required for qualification, but they are requirements
imposed by the most critical customers.
12 Process Baseline
In the event that it becomes necessary to compare NSC processing to the
current foundry performance experienced by WSI, WSI will provide the data
and support necessary to prepare a set of masks for the VG product,
27C210L. Unless explicitly added to the list of licensed products, the use
of these masks shall be confined to process development and process
baseline comparisons. WSI shall support these activities by making
historical data available and by evaluating the NSC processed wafers.
<PAGE>
APPENDIX D
STOCK PURCHASE AGREEMENT
WAFERSCALE INTEGRATION, INC.
-----------------------------
SERIES C AND SERIES D PREFERRED
STOCK PURCHASE AGREEMENT
WITH NATIONAL SEMICONDUCTOR CORPORATION
as of April 27, 1990
<PAGE>
TABLE OF CONTENTS
Page
----
SECTION 1 AUTHORIZATION AND SALE OF THE SHARES.............................4
1.1 Authorization of the Shares......................................4
1.2 Sale of the Shares...............................................4
1.3 Lower Priced Securities..........................................4
1.4 Share Reserves...................................................5
SECTION 2 CLOSING DATES; DELIVERY..........................................5
2.1 Closing Dates....................................................5
2.2 Delivery.........................................................6
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................6
3.1 Organization and Standing; Restated Articles and By-Laws.........6
3.2 Corporate Power..................................................6
3.3 Capitalization...................................................6
3.4 Authorization....................................................7
3.5 Subsidiaries.....................................................8
3.6 Financial Statements; No Material Changes........................8
3.7 Material Liabilities.............................................8
3.8 Patents, Trademarks, etc.........................................8
3.9 Compliance with Other Instruments................................9
3.10 Registration Rights..............................................9
3.11 Governmental Consent, etc........................................9
3.12 Offering........................................................10
3.13 Disclosure......................................................10
3.14 Brokers or Finders..............................................10
3.15 Litigation......................................................10
SECTION 4 INVESTMENT REPRESENTATIONS......................................10
4.1 Investment......................................................10
4.2 Experience and Information......................................11
4.3 Rule 144........................................................11
4.4 Restrictions on Transferability.................................11
4.5 Restrictive Legend..............................................12
4.6 Notice of Proposed Transfers....................................12
SECTION 5 PURCHASER'S CONDITIONS TO CLOSING...............................13
5.1 Conditions to the Purchaser's Obligations at the First Closing..13
5.2 Conditions to the Purchaser's Obligations at the Second Closing.14
5.3 Conditions to the Purchaser's Obligations at the Third Closing..14
SECTION 6 COMPANY'S CONDITIONS TO CLOSING.................................15
6.1 Conditions to the Company's Obligations at the First Closing....15
6.2 Conditions to the Company's Obligations at the Second Closing...16
6.3 Conditions to the Company's Obligations at the Third Closing....16
- i -
<PAGE>
SECTION 7 AFFIRMATIVE COVENANTS OF THE COMPANY............................17
7.1 Information Rights..............................................17
7.2 Amendment of Information Rights.................................17
7.3 Assignment of Rights to Information.............................18
7.4 Non-Disclosure..................................................18
7.5 Right of First Refusal..........................................18
7.6 Amendment and Waiver of Right of First Refusal..................18
7.7 Termination of Covenants........................................18
SECTION 8 AFFIRMATIVE COVENANTS OF THE PURCHASER..........................18
8.1 Standstill......................................................18
8.2 Definitions.....................................................19
8.3 Termination.....................................................19
SECTION 9 REGISTRATION RIGHTS.............................................19
9.1 Registration Rights.............................................19
9.2 Amendment of Registration Rights................................20
SECTION 10 MISCELLANEOUS...................................................20
10.1 Governing Law...................................................20
10.2 Survival........................................................20
10.3 Successors and Assigns..........................................20
10.4 Entire Agreement; Amendment.....................................20
10.5 Notices, etc....................................................20
10.6 Delays or Omissions.............................................21
10.7 Severability of Agreement.......................................21
10.8 Expenses........................................................21
10.9 Titles and Subtitles............................................21
10.10 Counterparts ...................................................21
10.11 Consent to Certain Repurchases .................................21
- ii -
<PAGE>
SCHEDULE OF EXHIBITS
- --------------------
Exhibit A-1 - Fourth Restated Articles of Incorporation, as amended
Exhibit A-2 - Amendment to Fourth Restated Articles of Incorporation
Exhibit B - Schedule of Exceptions to Representations and Warranties of
the Company
Exhibit C - Provisions of Opinion of Ware & Freidenrich, A Professional
Corporation
Exhibit D - Voting Agreement and Irrevocable Proxy
Exhibit E - Current Provisions of Information Rights Referenced from
Series D Agreement
Exhibit F - Current Provisions of Right of First Refusal and Termination
of Covenants Referenced from Series D Agreement
Exhibit G - Current Provisions of Registration Rights Referenced from
Series D Agreement
- iii -
<PAGE>
WAFERSCALE INTEGRATION, INC.
47280 Kato Road
Fremont, California 94538
SERIES C AND SERIES D PREFERRED
STOCK PURCHASE AGREEMENT
WITH NATIONAL SEMICONDUCTOR CORPORATION
This Agreement is made and dated as of April 27, 1990, among WaferScale
Integration, Inc., a California corporation with its principal office located at
47280 Kato Road, Fremont, California 94538 (the "Company"), and National
Semiconductor Corporation, a Delaware corporation with its principal office
located at 2900 Semiconductor Drive, Santa Clara, California 95052 (the
"Purchaser").
SECTION 1
Authorization and Sale of the Shares
[Comment1]
1.1 Authorization of the Shares. The Company has or, as of the First
Closing Date (as hereinafter defined) will have authorized the sale and issuance
of 391,781 shares of its Series C Convertible Preferred Stock (the "Series C
Preferred") and 2,291,585 shares of its Series D Convertible Preferred Stock
(the "Series D Preferred") having the rights, restrictions, privileges and
preferences as set forth in the Fourth Restated Articles of WaferScale
Integration, Inc., as amended, attached to this Agreement as Exhibit A-1 as
further amended by the Amendment to Fourth Restated Articles of Waferscale
Integration, Inc. in the form attached as Exhibit A-2 to this Agreement (the
"Amendment to Articles") (together, the "Articles"). Shares of the Company's
preferred stock of any series now existing or hereafter issued shall be
collectively referred to as "Preferred Stock".
1.2 Sale of the Shares. Subject to the terms and conditions hereof, the
Company will issue and sell to the Purchaser and the Purchaser will purchase
from the Company an aggregate of 391,781 shares of Series C Preferred and
2,291,585 shares of Series D Preferred (the "Shares") at a purchase price of two
dollars and fifty cents ($2.50) per share of Series C Preferred and three
dollars and fifty cents ($3.50) per share of Series D Preferred. The Shares
shall be purchased and sold in three substantially equal installments at three
closings as described below.
1.3 Lower Priced Securities. Notwithstanding anything to the contrary set
forth in this Agreement, if the Company issues any securities prior to the Third
Closing (other than securities excluded from the definition of "Additional
Shares of Common" under Section 5(d)(i)(4) of the Articles, and the Series C
Preferred contemplated by this Agreement) at a price per share
<PAGE>
(determined in accordance with Section 5(d)(v)(1) of the Articles) of less than
$3.35 subject to adjustments for stock splits, reverse stock splits, stock
dividends, reclassifications and the like ("Lower Price"), the Purchaser shall
be entitled to purchase, at a price per share equal to the Lower Price, at any
Closing after such issuance, instead of the Shares to be purchased by the
Purchaser at such Closing, that number of the securities that may be purchased
for the remaining consideration contemplated by Section 2.1(b) and/or Section
2.1(c), as appropriate.
1.4 Share Reserves. In the event the Company issues securities triggering
the provisions of Section 1.3, the Company shall, prior to such issuance, take
all such actions as are necessary to ensure that the required number of shares
of such securities and Common Stock are properly reserved and available for
issuance to Purchaser under the provisions of Section 1.3.
SECTION 2
Closing Dates; Delivery
2.1 Closing Dates. Each of the closings of the purchase and sale of the
Shares hereunder (collectively the "Closings" and individually a "Closing")
shall be held at the offices of Ware & Freidenrich, 400 Hamilton Avenue, Palo
Alto, California 94301, on the dates as hereinafter provided (collectively the
"Closing Dates"):
(a) The first Closing for the purchase and sale of 130,594 shares of
Series C Preferred and 763,862 shares of Series D Preferred (the "First
Closing") shall be held on the first business day following the date on which
verbal confirmation is received that the Amendment to Articles has been filed by
the California Secretary of State, or on such other date as the Purchaser and
the Company may agree (the "First Closing Date").
(b) The second Closing for the purchase and sale of 130,594 shares
of Series C Preferred and 763,862 shares of Series D Preferred (the "Second
Closing") shall be held on a date (the "Second Closing Date") within five (5)
business days after the qualification of the 27COlOLS at the Purchaser's wafer
foundry in accordance with the Licensing and Manufacturing Agreement of even
date herewith between the Purchaser and the Company (the "Licensing Agreement").
(c) The third Closing for the purchase and sale of 130,593 shares of
Series C Preferred and 763,861 shares of Series D Preferred (the "Third
Closing") shall be held on a date (the "Third Closing Date") within five (5)
business days after the qualification of the 27CO40LS at the Purchaser's wafer
foundry in accordance with the Licensing Agreement.
2.2 Delivery. Subject to the terms of this Agreement, at each Closing the
Company will deliver to the Purchaser two stock certificates registered in the
Purchaser's name representing the number of shares of Series C Preferred and
Series D Preferred purchased by the Purchaser at
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such Closing. At each Closing, the Purchaser will pay the appropriate per share
purchase price multiplied by the number of shares being purchased at such
Closing, by check or wire transfer.
SECTION 3
Representations and Warranties of the Company
Subject only to and except as disclosed by the Company in the Schedule of
Exceptions attached as Exhibit B to this Agreement, the Company hereby
represents and warrants to the Purchaser as follows:
3.1 Organization and Standing; Restated Articles and By-Laws. The Company
is a corporation duly organized and validly existing under the laws of the State
of California and is in good standing under such laws. The Company has requisite
corporate power to own and operate its properties and assets, and to carry on
its business as presently conducted. The Company is not qualified to do business
in any foreign jurisdiction, and the operation of the Company's business,
including the ownership or leasing of any property or the employment of any
person outside of California, does not presently require such qualification. The
Company has furnished counsel for the Purchaser with copies of its Articles of
Incorporation and Bylaws. Said copies are true, correct and complete and contain
all modifications and amendments through the date of this Agreement. Prior to
the First Closing, the Company shall have properly filed the Amendment to
Articles with the California Secretary of State.
3.2 Corporate Power. The Company has all requisite legal and corporate
power to enter into this Agreement and will have on the First Closing Date all
requisite legal and corporate power to sell the Shares and to carry out and
perform its obligations under the terms of this Agreement.
3.3 Capitalization. Immediately prior to the First Closing, the authorized
capital stock of the Company will be 50,000,000 shares of Common Stock (the
"Common Stock"), 5,376,876 shares of which are issued and outstanding as of the
date hereof; and 27,300,000 shares of Preferred Stock, 8,871,250 shares of which
are designated Series A Preferred Stock ("Series A Preferred"), 8,871,250 of
which are issued and outstanding as of the date hereof; 5,441,033 shares of
which are designated Series B Preferred Stock ("Series B Preferred"), 4,270,300
of which are issued and outstanding as of the date hereof; 6,000,000 of which
are designated Series C Preferred, 3,584,218 shares of which are issued and
outstanding as of the date hereof; and 5,300,000 of which are designated Series
D Preferred, 2,124,790 shares of which are issued and outstanding as of the date
hereof, The Series A Preferred, Series B Preferred, Series C Preferred and
Series D Preferred have the respective rights, preferences and privileges which
are set forth in the Articles and are enforceable against the Company. All such
issued and outstanding shares have been duly authorized and validly issued, and
are fully paid and nonassessable. The Company has reserved 391,781 shares of
Series C Preferred and 2,291,585 shares of Series D Preferred for issuance
hereunder; 8,871,250 shares of Common Stock for issuance upon conversion of the
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<PAGE>
Series A Preferred, 5,441,033 shares of Common Stock for issuance upon
conversion of the Series B Preferred, 6,000,000 shares of Common Stock for
issuance upon conversion of the Series C Preferred, and 5,300,000 shares of
Common Stock for issuance upon conversion of the Series D Preferred; 7,930,675
shares of Common Stock for issuance to employees under its 1984 Incentive Stock
Option Plan (the "Employee Plan") pursuant to which, as of the date hereof,
options to purchase 3,347,265 shares of Common Stock have been granted and are
outstanding and 1,941,653 shares of Common Stock have been issued upon exercise
of options. As of the date hereof, except for (i) options to purchase 3,347,265
shares of common stock under the Employee Plan, (ii) warrants-or agreements to
issue warrants to purchase 781,597 shares of the Company's Series B Preferred
and 119,283 shares of the Company's Series C Preferred, (iii) the conversion
rights and right of first refusal which attach to the outstanding Series A,
Series B, Series C, and Series D Preferred, and (iv) as otherwise set forth on
Exhibit B, there are no outstanding rights, options, warrants, preemptive
rights, conversion rights or agreements for the purchase or acquisition from the
Company of any shares of capital stock, or any other securities.
3.4 Authorization. All corporate and other action on the part of the
Company, its directors and shareholders necessary for the authorization,
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated herein, and for the authorization, issuance and
delivery of the Shares and of the Common Stock issuable upon conversion of the
Shares ("Conversion Stock") has been taken or will be taken prior to the First
Closing. This Agreement is a valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors, and except to the
extent that the enforceability of the indemnification provisions of Section 8.9
of the Series D Preferred Stock Purchase Agreement dated May 21, 1987 (the
"Series D Agreement"), as referenced in Section 9 hereof, may be limited by
applicable law. The Shares are not subject to any preemptive rights or similar
rights created by the Company or, to the best of the Company's knowledge, any
other person or entity; prior to or simultaneous with the First Closing, the
right of first refusal granted to the purchasers of the Company's Series A,
Series B, Series C and Series D Preferred will have been waived as to the
Shares. The Shares, when issued in compliance with the provisions of this
Agreement, will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances; provided, however that the Shares may be
subject to restrictions on transfer under state and/or federal securities laws
as set forth herein. The Conversion Stock has been duly and validly reserved and
is not subject to any preemptive rights, rights of first refusal or similar
rights, and, upon issuance, will be validly issued, fully paid and nonassessable
and free of any liens or encumbrances.
3.5 Subsidiaries. Except as set forth in Exhibit B, the Company does not
presently own or control, directly or indirectly, any equity interest in any
corporation, association or business entity. The Company is not, directly or
indirectly, a participant in any joint venture or partnership.
3.6 Financial Statements; No Material Changes.
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<PAGE>
(a) The Company has delivered to the Purchaser audited financial
statements for the fiscal year ended December 31, 1989 and unaudited financial
statements for the fiscal quarter ended March 31, 1990 (the "Financial
Statements"). The Financial Statements were prepared in accordance with
generally accepted accounting principles consistently applied throughout the
period indicated (except for the absence of notes thereto for the unaudited
financial statements) and fairly present the financial position of the Company
at the dates thereof and the results of operations of the Company for the
periods covered thereby.
(b) Since December 31, 1989: (i) the Company has not entered into
any material transaction which was not in the ordinary course of its business;
(ii) there has been no change in the condition (financial or otherwise),
business, property, assets, or liabilities of the Company as shown on the
balance sheet at that date contained in the Financial Statements, other than
changes that both individually and in the aggregate are not materially adverse
to such condition, business, property, assets or liabilities; (iii) the Company
has not declared or paid any dividend or made any distribution on its capital
stock, redeemed, purchased or otherwise acquired any of its capital stock,
granted any options or warrants to purchase shares of its capital stock other
than pursuant to the Employee Plan, or issued any shares of its capital stock;
(iv) there has been no agreement or commitment by the Company to do or perform
any of the acts described in this Section 3.6(b); and (v) to the best knowledge
of the Company, there has been no other event or condition of any character
specifically relating to the Company pertaining to and materially adversely
affecting the condition (financial or otherwise), business, property, assets or
liabilities of the Company.
3.7 Material Liabilities. The Company has no material liability or
obligation, absolute or contingent, direct or indirect (individually or in the
aggregate), which is not disclosed in the Financial Statements, except
obligations and liabilities incurred after the date of the audited Financial
Statements in the ordinary course of business which are not individually or in
the aggregate material.
3.8 Patents, Trademarks, etc. The Company owns or controls, is licensed
under or, to the best of its knowledge, can become licensed on reasonable terms
under, all patents, patent applications, trademarks, service marks, trade names,
inventions, trade secrets, franchises, licenses, permits, computer software,
copyrights, processes and other proprietary rights necessary for the operation
of its business as now conducted, with no known infringement of or conflict with
the rights of others. The Company has not received any communication alleging
that the Company has violated or, by conducting its business as now conducted,
would violate or infringe upon any of the patents, licenses, trademarks, service
marks, trade names, copyrights, trade secrets, franchises, permits, computer
software, processes or other proprietary rights of any other person or entity.
To the best of the Company's knowledge, no third party is infringing or
violating any of its patents, licenses, trademarks, service marks, trade names,
copyrights, trade secrets or other proprietary rights.
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<PAGE>
3.9 Compliance with Other Instruments. The Company is not in violation of
any term of its Articles or its Bylaws, or, to the best knowledge of the
Company, of any mortgage, deed of trust, indenture, loan contract, agreement,
commitment instrument, judgment, decree, order, statute, obligation, rule or
regulation applicable to it, which violation would materially adversely affect
the condition (financial or otherwise), business, property, assets or
liabilities of the Company. The execution, delivery and performance of and
compliance with this Agreement, and the issuance of the Shares, will not result
in any such violation or be in conflict with or constitute a default under any
such term, or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of the Company pursuant to any
such term or require any consent or waiver under any such provision (other than
any consents or waivers that have been obtained).
3.10 Registration Rights. Except as provided for in the Founders'
Registration Rights Agreement, the Series A Preferred Stock Purchase Agreement
dated February 28, 1984, the Series B Preferred Stock Purchase Agreement dated
October 22, 1984 (the "Series B Agreement"), the First Amendment to the Series B
Agreement, dated October 29, 1984, the Second Amendment to the Series B
Agreement dated July 12, 1985, the Series C Preferred Stock Purchase Agreement
dated January 28, 1986, the Written Consent and Waiver of Shareholders of the
Company dated June 30, 1986, the Series D Agreement and this Agreement, the
Company is not under any obligation to register (as defined in Section 8.2 of
the Series D Agreement, referenced in Section 9 below) or to grant registration
rights with respect to any of its presently outstanding securities or any of its
securities which may hereafter be issued.
3.11 Governmental Consent, etc. No consent, approval, order or
authorization of or registration, qualification, designation, declaration or
filing With any governmental authority on the part of the Company is required in
connection with the valid execution and delivery of this Agreement, or the
offer, sale or issuance of the Shares or the Conversion Stock, or the
consummation of any other transaction contemplated on the Closing hereof, except
(i) the filing of a notice under Section 25102(f) of the California Corporate
Securities Law, which filing will be made within 15 days of the First Closing
Date, (ii) the filing of the Amendment to Articles with the California Secretary
of State, which filing will have been made and be effective at or prior to the
First Closing Date and (iii) the filing with any federal or state securities
authorities any required notices or qualifications.
3.12 Offering. Subject to the accuracy of the Purchaser's representations
in Section 4 hereof and in response to the inquiries of the Company or its
counsel, the offer, sale and issuance of any Shares and the Conversion Stock in
conformity with the terms of this Agreement constitute transactions exempt from
the registration requirements of Section 5 of the Securities Act of 1933, as
amended, and from the qualification requirements of Section 25110 of the
California Securities Law.
3.13 Disclosure. No representation, warranty or statement by the Company
in this Agreement or in any statement or certificate furnished or to be
furnished to the Purchaser
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<PAGE>
pursuant to this Agreement, when taken together, contains, or will contain any
untrue statement of a material fact, or be misleading, or, when taken together,
omits or will omit to state a material fact necessary to make the statements
made herein or therein, in light of the circumstances under which they were
made, not misleading.
3.14 Brokers or Finders. The Company has not incurred and will not incur,
directly or indirectly, any liability for brokers' or finders' fees, agents'
commissions or other similar charges in connection with this Agreement or any of
the transactions contemplated hereby.
3.15 Litigation. There are no actions, proceedings or investigations
pending against the Company or its properties (or, to the best of the Company's
knowledge, any basis therefor or threat thereof), which, either in any case or
in the aggregate, might result in any material adverse change in the business of
the Company or any of its properties or assets or in any material impairment of
the right or ability of the Company to carry on its business as now conducted or
as proposed to be conducted, and none which questions the validity of this
Agreement, the right of Company to enter into it, or any action taken or to be
taken in connection herewith. The Company is not a party or subject to, and none
of its assets is bound by, the provisions of any settlement agreement, order,
writ, injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company currently pending or which the Company intends to initiate.
SECTION 4
Investment Representations
4.1 Investment. This Agreement is made with the Purchaser in reliance upon
the Purchaser's representation to the Company, which by its acceptance hereof
the Purchaser hereby confirms, that the Shares to be received by the Purchaser
will be acquired for investment for the Purchaser's own account, and not with a
view to the sale or distribution of any part thereof, and that the Purchaser has
no present intention of selling, granting participation in, or otherwise
distributing the same. By executing this Agreement, the Purchaser further
represents that the Purchaser does not have any contract, undertaking,
agreement, or arrangement with any person to sell, transfer, or grant
participations to such persons, or to any third person, with respect to any of
the Shares or any Conversion Stock. The Purchaser understands that the Shares
are not, and any Conversion Stock at the time of issuance may not be, registered
under the Securities Act of 1933 (the "Securities Act") because the sale
provided for in this Agreement and the issuance of securities hereunder is
exempt from registration under the Securities Act pursuant to section 4(2)
thereof, and that the Company's reliance on such exemption is predicated on the
Purchaser's representations set forth herein.
4.2 Experience and Information. The Purchaser represents that it is
experienced in evaluating high technology companies such as the Company, is able
to fend for itself in the transactions contemplated by this Agreement, has such
knowledge and experience in financial and
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business matters as to be capable of evaluating the merits and risks of its
investment, and has the ability to bear the economic risks of its investment.
The Purchaser further represents that it has carefully reviewed the Financial
Statements and this Agreement, including all exhibits and appendices thereto and
hereto, and that it has had, during the course of the transaction and prior to
its purchase of its Shares, the opportunity to ask questions of ' and receive
answers from, the Company through its officers and key employees concerning the
terms and conditions of the offering and to obtain additional information (to
the extent the Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify the accuracy of any
information furnished to it or to which it had access. Notwithstanding the
foregoing, any such investigation by Purchaser shall not affect Purchaser's
right to rely on the representations and warranties made by the Company in
Section 3 of this Agreement.
4.3 Rule 144. The Purchaser understands that the Shares (and any
Conversion Stock) may not be sold, transferred, or otherwise disposed of without
registration under the Securities Act or an exemption therefrom, and that in the
absence of an effective registration statement covering the Shares (or the
Conversion Stock) or an available exemption from registration under the
Securities Act, the Shares (and any Conversion Stock) must be held indefinitely.
In particular, the Purchaser is aware that the Shares (and any Conversion Stock)
may not be sold pursuant to Rule 144 promulgated under the Securities Act unless
a.11 of the conditions of that Rule are met. Among the conditions for use of
Rule 144 is the availability of current information to the public about the
Company, unless the shares have been held for three years (Rule 144(k)). Such
information is not now available and the Company has no present plans to make
such information available. The Purchaser represents that, in the absence of an
effective registration statement covering the Shares (or any Conversion Stock),
the Purchaser will sell, transfer, or otherwise dispose of the Shares (or any
Conversion Stock) only in a manner consistent with the Purchaser's
representations set forth herein and then only in accordance with the provisions
of Section 4 hereof.
4.4 Restrictions on Transferability4.4 Restrictions on Transferability.
The Shares shall not be transferable except upon the conditions specified in
this Section 4, which conditions are intended to insure compliance with the
provisions of the Securities Act of 1933. The Purchaser will cause any proposed
transferee of the Shares held by the Purchaser to agree to take and hold such
securities subject to the provisions and upon the conditions specified in this
Section 4.
4.5 Restrictive Legend. Each certificate representing the Shares, (ii) the
Conversion Stock and (iii) any other securities issued in respect of the Shares
or the Conversion Stock upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall (unless otherwise permitted by the
provisions of Section 4.6 below) be stamped or otherwise imprinted with a legend
in the following form (in addition to any legend required under applicable state
securities laws):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
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TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THESE SECURITIES,
THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THAT
ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
SUCH REGISTRATION IS NOT REQUIRED.
Certificates representing securities that bear the legend above are referred to
below as "Restricted Securities".
4.6 Notice of Proposed Transfers.
(a) Prior to any proposed transfer of any Restricted Securities
(other than under circumstances described in Section 9 hereof), the Purchaser
shall give written notice to the Company of the Purchaser's intention to effect
such transfer, describing the manner and circumstances of the proposed transfer
in reasonable detail.
(b) The notice provided for in Section 4.6(a) above shall be
accompanied (except in transactions in compliance with Rule 144) by either (i) a
written opinion of legal counsel (who shall be reasonably satisfactory to the
Company) addressed to the Company and reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the proposed transfer of
the Restricted Securities may be effected without registration under the
Securities Act, or (ii) a "no action" letter from the Commission to the effect
that the distribution of such securities without registration will not result in
a recommendation by the staff of the Commission that action be taken with
respect thereto, whereupon the Purchaser shall be entitled to transfer such
Restricted Securities in accordance with the terms of the notice delivered by
the Purchaser to the Company. Each certificate evidencing the Restricted
Securities transferred as above provided shall bear the appropriate restrictive
legend set forth in Section 4.5 above, except that such certificate shall not
bear such restrictive legend if the opinion of counsel referred to above is to
the further effect that such legend is not required in order to establish
compliance with any provisions of the Securities Act.
SECTION 5
Purchaser's Conditions to Closing
5.1 Conditions to the Purchaser's Obligations at the First Closing. The
Purchaser's obligation to purchase Shares at the First Closing is subject to the
fulfillment on or prior to the First Closing Date of the following conditions,
any of which may be waived by the Purchaser:
(a) The representations and warranties made by the Company in
Section 3 hereof, when read together with Exhibit B attached hereto (as revised,
if at all, prior to the
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<PAGE>
Closing) shall be true and correct in all material respects when made, and shall
be true and correct in all material respects on the Closing Date with the same
force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions contained in this
Agreement to be performed or complied with by the Company on or prior to the
First Closing Date shall have been performed or complied with in all material
respects.
(c) At the time of the First Closing, the purchase of the Shares by
the Purchaser hereunder shall be legally permitted by all laws and regulations
to which the Purchaser and the Company are subject.
(d) The Company shall have delivered to the Purchaser a certificate,
executed by the President of the Company, dated the First Closing Date,
certifying to the fulfillment of the conditions specified in Sections 5.1(a),
(b), (f), (g) and (h) of this Agreement.
(e) All corporate and other proceedings in connection with the
transactions contemplated hereby and all documents and instruments incident to
such transactions shall be satisfactory in substance and form to the Purchaser
and counsel for the Purchaser, and the Purchaser shall have received all such
counterpart originals or certified or other copies of such documents as it may
reasonably request.
(f) The Company shall have obtained any and all consents, permits
and waivers and made all filings necessary or appropriate for consummation of
the transactions contemplated by this Agreement.
(g) The right of first refusal held by each Series A Preferred
Shareholder, each Series B Preferred Shareholder, each Series C Preferred
Shareholder and each Series D Preferred Shareholder shall have been waived with
respect to the issuance and sale of the Shares.
(h) The Amendment to Articles shall have been filed with the
Secretary of State of the State of California.
(i) The Purchaser shall have received from Ware & Freidenrich, A
Professional Corporation, counsel to the Company, an Opinion addressed to
Purchaser, dated the First Closing Date, containing the provisions set forth in
Exhibit C hereto.
5.2 Conditions to the Purchaser's Obligations at the Second Closing. The
Purchaser's obligation to purchase Shares at the Second Closing is subject to
the fulfillment on or prior to the Second Closing Date of the following
condition, which may be waived by the Purchaser:
(a) The Company's 27COlOLS product shall have been qualified at the
Purchaser's wafer foundry in accordance with the Licensing Agreement.
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<PAGE>
(b) At the time of the Second Closing, the purchase of the Shares by
the Purchaser hereunder shall be legally permitted by all laws and regulations
to which the Purchaser and the Company are subject.
(c) The Company shall have obtained any and all consents, permits
and waivers and made all filings necessary or appropriate for consummation of
the transactions contemplated by this Agreement.
(d) If required, the Company shall have complied with the provisions
of Section 1.4.
(e) The Company shall not have become the subject of a petition
filed in the Bankruptcy Court of the United States, whether voluntary or
involuntary (and, in the case of an involuntary petition, such petition shall
not have been withdrawn or discharged within 60 days after the date of filing),
a receiver or trustee shall not have been appointed for all or a substantial
portion of the Company's assets and the Company shall not have made an
assignment for the benefit of its creditors.
5.3 Conditions to the Purchaser's Obligations at the Third Closing. The
Purchaser's obligation to purchase Shares at the Third Closing is subject to the
fulfillment on or prior to the Third Closing Date of the following condition,
which may be waived by the Purchaser:
(a) The Company's 27CO40LS product shall have been qualified at the
Purchaser's wafer foundry in accordance with the Licensing Agreement.
(b) At the time of the Third Closing, the purchase of the Shares by
the Purchaser hereunder shall be legally permitted by all laws and regulations
to which the Purchaser and the Company are subject.
(c) The Company shall have obtained any and all consents, permits
and waivers and made all filings necessary or appropriate for consummation of
the transactions contemplated by this Agreement.
(d) If required, the Company shall have complied with the provisions
of Section 1.4.
(e) The Company shall not have become the subject of a petition
filed in the Bankruptcy Court of the United States, whether voluntary or
involuntary (and, in the case of an involuntary petition, such petition shall
not have been withdrawn or discharged within 60 days after the date of filing),
a receiver or trustee shall not have been appointed for all or a substantial
portion of the Company's assets and the Company shall not have made an
assignment for the benefit of its creditors.
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<PAGE>
SECTION 6
Company's Conditions to Closing
6.1 Conditions to the Company's Obligations at the First Closing. The
Company's obligation to sell and issue Shares at the First Closing is subject to
the fulfillment to the Company's satisfaction on or prior to the First Closing
Date of the following conditions, any of which may be waived by the Company:
(a) The representations made by the Purchaser in Section 4 hereof
shall be true and correct in all material respects when made, and shall be true
and correct in all material respects on the First Closing Date with the same
force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions contained in this
Agreement to be performed or complied with by the Purchaser on or prior to the
First Closing Date shall have been performed or complied with in all material
respects.
(c) At the time of the First Closing the sale of the Shares by the
Company hereunder shall be legally permitted by all laws and regulations to
which the Purchaser and the Company are subject.
(d) All corporate and other proceedings in connection with the
transactions contemplated hereby and all documents and instruments incident to
such transactions shall be satisfactory in substance and form to the Company and
counsel for the Company, and the Company shall have received all such
counterpart originals or certified or other copies of such documents as it may
reasonably request.
(e) The Company shall have obtained any and all consents, permits
and waivers and made all filings necessary or appropriate for consummation of
the transactions contemplated by this Agreement.
(f) The right of first refusal held by each Series A Preferred
Shareholder, each Series B Preferred Shareholder, each Series C Preferred
Shareholder and each Series D Preferred Shareholder shall have been waived with
respect to the issuance and sale of the Shares.
(g) The Amendment to Articles shall have been filed with the
Secretary of State of the State of California.
(h) The Company and the Purchaser shall have executed and delivered
a Voting Agreement and Irrevocable Proxy in the form of Exhibit D attached
hereto, and all actions contemplated by the Voting Agreement and Irrevocable
Proxy to have been taken by the Company and the Purchaser before or at the time
of the First Closing shall have been taken.
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<PAGE>
6.2 Conditions to the Company's Obligations at the Second Closing. The
Company's obligation to sell and issue Shares at the Second Closing is subject
to the fulfillment to the Company's satisfaction on or prior to the Second
Closing Date of the following condition, which may be waived by the Company:
(a) The Company's 27COlOLS product shall have been qualified at the
Purchaser's wafer foundry in accordance with the Licensing Agreement.
(b) At the time of the Second Closing, the purchase of the Shares by
the Purchaser hereunder shall be legally permitted by all laws and regulations
to which the Purchaser and the Company are subject.
(c) The Company shall have obtained any and all consents, permits
and waivers and made all filings necessary or appropriate for consummation of
the transactions contemplated by this Agreement.
6.3 Conditions to the Company's Obligations at the Third Closing. The
Company's obligation to sell and issue Shares at the Third Closing is subject to
the fulfillment to the Company's satisfaction on or prior to the Third Closing
Date of the following condition, which may be waived by the Company:
(a) The Company's 27CO40LS product shall have been qualified at the
Purchaser's wafer foundry in accordance with the Licensing Agreement.
(b) At the time of the Third Closing, the purchase of the Shares by
the Purchaser hereunder shall be legally permitted by all laws and regulations
to which the Purchaser and the Company are subject.
(c) The Company shall have obtained any and all consents, permits
and waivers and made all filings necessary or appropriate for consummation of
the transactions contemplated by this Agreement.
SECTION 7
Affirmative Covenants of the Company
The Company (and the Purchaser as to Sections 7.3 and 7.4) hereby
covenants and agrees as follows:
7.1 Information Rights.
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<PAGE>
(a) Except as set forth in Section 7.1(b) below, the Purchaser shall
be accorded the rights and shall receive the information and access to
information provided to holders of Preferred Stock as set forth in Sections 7.1
and 7.2 of the Series D Agreement, as those Sections may be amended from time to
time in accordance with Section 8.16 of the Series D Agreement and Section 7.2
below. A complete copy of the present terms of Sections 7.1 and 7.2 of the
Series D Agreement is attached as Exhibit E to this Agreement.
(b) The Purchaser shall not have rights to receive (i) the written
reports regarding quarterly and monthly financial statements described in
Sections 7.1(b) and 7.2(a) of the Series D Agreement, or (ii) the annual
operational plan and other information described in Section 7.2(c) of the Series
D Agreement.
7.2 Amendment of Information Rights. Notwithstanding the provisions of
Section 10.4 of this Agreement, no term of Section 7.1 of this Agreement or of
Sections 7.1 or 7.2 of the Series D Agreement may be amended, waived, discharged
or terminated orally, except by a written instrument signed by the Company and
holders of not less than a majority of the Preferred Equivalents, taken together
as one group. As modified by the next sentence of this Section 7.2, for purposes
of this Agreement the term "Preferred Equivalents" shall have the meaning set
forth in Section 8.11 of the Series D Agreement, as that Section may be amended
from time to time. To the extent outstanding, the Shares and the Conversion
Stock shall be counted among the shares included in the definition of "Preferred
Equivalents". A complete copy of the present terms of Section 8.11 of the Series
D Agreement is included within Exhibit G attached to this Agreement.
7.3 Assignment of Rights to Information. The rights granted pursuant to
Section 7.1 may not be assigned or otherwise conveyed by the Purchaser without
the written consent of the Company.
7.4 Non-Disclosure. The Company may require the Purchaser to enter into a
non-disclosure agreement with the Company with respect to any proprietary
information contained in information disclosed pursuant to this Section 7.
7.5 Right of First Refusal. The Purchaser shall be accorded a right of
first refusal on the terms and conditions provided in Section 7.6 of the Series
D Agreement, as that Section may be amended from time to time in accordance with
Section 7.6 below. For all purposes of Section 7.6 of the Series D Agreement,
the terms "Purchaser" and "Shares" shall include the Purchaser and the Shares. A
complete copy of the present terms of Section 7.6 of the Series D Agreement is
attached as Exhibit F to this Agreement.
7.6 Amendment and Waiver of Right of First Refusal. Notwithstanding the
provisions of Section 10.4 of this Agreement, no term of Section 7.5 of this
Agreement or of Section 7.6 of the Series D Agreement may be amended, discharged
or terminated orally, except by a written instrument signed by the Company and
holders of not less than a majority of the Preferred
- 17 -
<PAGE>
Equivalents, taken together as one group. To the extent outstanding, the Shares
shall be counted among the Series C Preferred and Series D Preferred for
purposes of Section 7.6(g) of the Series D Agreement.
7.7 Termination of Covenants. The covenants set forth in this Section 7
shall terminate and be of no further force and effect at the same time and in
the same manner as provided in Section 7.20 of the Series D Agreement, as that
section may be amended from time to time. A complete copy of the present terms
of Section 7.20 of the Series D Agreement is included in Exhibit F attached to
this Agreement.
SECTION 8
Affirmative Covenants of the Purchaser
8.1 Standstill. Except as provided in Section 1.3 hereof, the Purchaser
agrees that it will not, unless the prior written approval of the Company's
Board of Directors has been obtained:
(a) Acquisition. Directly or indirectly (i) acquire Beneficial
Ownership (as defined in Section 8.1(b) below) of any Voting Securities (as
defined in Section 8.1(b) below), except to the extent any such acquisition
results from a stock dividend, stock split, or other distribution by the Company
to its security holders, or (ii) make a tender, exchange or other offer for
Voting Securities if such acquisition or the acceptance of such offer would
cause the Purchaser's Beneficial Ownership of Voting Securities to represent
more than 10% of the combined voting power of all then outstanding Common Stock
and other securities of the Company having the power to vote generally upon the
election of directors of the Company.
(b) Participation. At such time and for so long as the Company is
subject to the reporting requirements under Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, as amended,
(i) become a "participant" in a solicitation of proxies, as
those terms are defined in Rule 14a-11 and Rule 14a-1, respectively, of
Regulation 14A under the Exchange Act in respect of any Voting Securities that
may be outstanding at any time during such period;
(ii) form or join any group for the purpose of voting,
purchasing or disposing of the Company's securities; or
(iii) deposit any securities of the Company in a voting trust
or subject them to a voting agreement or other arrangement of similar effect.
8.2 Definitions. The Purchaser will be deemed to have "Beneficial
Ownership" of Voting Securities if the Purchaser or its affiliates, directly or
indirectly, through any contract, arrangement, understanding or relationship,
have or share the power to (i) vote or direct the
- 18 -
<PAGE>
voting of such Voting Securities or (ii) dispose of or direct the disposition of
such Voting Securities. "Voting Securities" means Common Stock, any securities
convertible into or exchangeable for Common Stock, any other securities of the
Company having the power to vote generally upon the election of directors of the
Company, or any other rights to acquire the foregoing.
8.3 Termination. The Purchaser's obligations under this Section 8 shall
terminate on May 1, 2000.
SECTION 9
Registration Rights
9.1 Registration Rights. The Purchaser shall be accorded registration
rights on the terms and conditions provided in Sections 8.2, 8.5, 8.6, 8.7, 8.8,
8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, and 8.16 of the Series D Agreement, as
those Sections may be amended from time to time in accordance with Section 8.16
of the Series D Agreement and Section 9.2 below. For all purposes of the
sections of the Series D Agreement listed in this Section 9.1, the Shares shall
be counted and included among the Series C Preferred and Series D Preferred. A
complete copy of the present terms of Sections 8.2, 8.5, 8.6, 8.7, 8.8, 8.9,
8.10, 8.11, 8.12, 8.13, 8.14, 8.15, and 8.16 of the Series D Agreement is
attached as Exhibit G to this Agreement.
9.2 Amendment of Registration Rights2. Notwithstanding the provisions of
Section 10.4 of this Agreement, no term of Section 9.1 of this Agreement or of
Sections 8.2, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, and
8.16 of the Series D Agreement may be amended, waived, discharged or terminated
orally, except by a written instrument signed by the Company and holders of not
less than a majority of the Preferred Equivalents, taken together as one group.
SECTION 10
Miscellaneous
10.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of California, as applied to contracts entered into in
California between California residents and to be performed entirely within
California.
10.2 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchaser and the
closing of the transactions contemplated hereby.
10.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
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<PAGE>
10.4 Entire Agreement; Amendment. This Agreement and the other documents
attached or delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof. Subject to Sections 7.2, 7.6 and 9.2 above, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated
orally, except by a written instrument signed by the Company and the Purchaser.
10.5 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or otherwise delivered by hand, by messenger or overnight air
freight service, addressed (a) if to the Purchaser, at its address set forth at
the beginning of this Agreement, or at such other address as the Purchaser shall
have furnished to the Company in writing, or (b) if to the Company, at its
address set forth at the beginning of this Agreement, or at such other address
as the Company shall have furnished to the Purchaser in writing.
10.6 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to the Purchaser upon any breach or default of the
Company under this Agreement, shall impair any such right, power or remedy of
the Purchaser nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character by
the Purchaser of any breach or default under this Agreement, or any waiver by
the Purchaser of any provisions or conditions of this Agreement, must be made in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies either under this Agreement, or by law or otherwise
afforded to any holder, shall be cumulative and not alternative.
10.7 Severability of Agreement. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent practicable,
be modified so as to make it valid, legal and enforceable and to retain, as
nearly as practicable, the intent of the parties, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not be in any
way affected or impaired thereby.
10.8 Expenses. The Company and the Purchaser shall bear their own expenses
and legal fees incurred with respect to this Agreement and the transactions
contemplated hereby.
10.9 Titles and Subtitles. The titles of the sections and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
10.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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<PAGE>
10.11 Consent to Certain Repurchases. As provided in Article IV, Section 8
of the Articles, the Purchaser hereby consents to repurchase by the Company of
Common Stock upon exercise of the Company's repurchase options contained in the
Company's stock purchase agreements with certain of the holders thereof, whether
or not such repurchases would be otherwise prohibited by Section 502, 503 or 506
of the California General Corporation Law.
IN WITNESS HEREOF, the parties have executed this Agreement through their
duly authorized representatives as of the date first above written.
NATIONAL SEMICONDUCTOR CORPORATION
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
WAFERSCALE INTEGRATION, INC.
By:
-----------------------------------
Michael J. Callahan,
President and CEO
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<PAGE>
APPENDIX E
PRICING FOR LICENSED PRODUCTS
The pricing for LICENSED PRODUCTS shall be determined by the following method:
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
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<PAGE>
APPENDIX E
Product Tables for Pricing Licensed Products
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
APPENDIX F
NATIONAL SEMICONDUCTOR STANDARD TERMS AND CONDITIONS
These terms and conditions may in some instances conflict with
some of the terms and conditions affixed to the purchase order
or the procurement document issued by the Buyer. In such case,
the terms and conditions contained herein shall govern and
acceptance of Buyer's order is conditioned upon Buyer's
acceptance of the terms and conditions contained herein
irrespective of whether the Buyer accepts these conditions by
a written acknowledgment, by implication, or acceptance and
payment of goods ordered hereunder. National's failure to
object to provisions contained in any communication from Buyer
shall not be deemed a waiver of the provision herein. Any
changes in the terms and conditions of sale contained herein
must specifically be agreed to in writing signed by a
corporate officer of national before becoming binding on
either party. All orders, offers, and contracts must be
approved and accepted by National at its home office in Santa
Clara, California.
1. TERMS OF PAYMENT
Where Buyer has established credit, terms of payment shall be
thirty (30) days from date of invoice. Where payment is by
letter of credit, all costs of collections shall be for
Buyer's account. Unless otherwise provided, all payments are
to be in United States dollars. In the event National is
required to bring legal action to collect delinquent accounts,
Buyer agrees to pay reasonable attorney's fees and cost of
suit.
2. TAXES
All prices are exclusive of any present of future sales,
revenue of excise tax, import duty (including brokerage fees)
or other tax applicable to the manufacture or sale of any
product. Such taxes when applicable shall be paid by Buyer
unless Buyer provides a proper tax exemption certificate.
3. TITLE AND DELIVERY
Sales are F.O.B. U.S. shipping point. national will use its
best efforts to ship in accordance with National's announced
shipment schedule by the method specified by Buyer.
4. ACCEPTANCE
Except for microcomputers and memory systems. Buyer shall
accept or reject products within thirty (30) days of receipt
of each shipment. Failure to notify National in writing of
nonconforming products within such period shall be deemed an
unqualified acceptance. Microcomputer and memory systems final
acceptance testing will be conducted suing National's
<PAGE>
standard acceptance test procedures as specified in the
product test specification.
5. GENERAL WARRANTY
National warrants that the products covered hereby shall be
free from defects in workmanship and materials, and shall
conform to National's published specifications accepted in
writing by National for a period of one (1) year, except
Development Systems Products which are 90 days, from the date
of National's shipment, CIM board products which are warranted
as follows "within the CIM family, software and expendables
(such as batteries and fuses) are not warranted; cables are
warranted for thirty (30) days from the date of shipment; all
CIM boards are warranted for three (3) years from the date of
shipment; add-in products for the Apple Macintosh(TM) computer
are warranted for 5 years from date of shipment. The foregoing
warranty does not apply to any products which have been
subject to misuse (including static discharge), neglect,
accident, or modification or which have been soldered or
altered during assembly and are not capable of being tested by
National under its normal test conditions. National's sole
obligation to Buyer hereunder for products failing to meet the
aforesaid warranty shall be, at National's sole obligation to
Buyer hereunder for products failing to meet the aforesaid
warranty shall be, at National's discretion, to replace the
nonconforming product or issue Buyer credit for the purchase
price of the nonconforming product, where within the warranty
period: 1) National has received written notice of any
nonconformity, and 2) After National's written authorization
to do so Buyer has returned the nonconforming product to
National, freight prepaid, and 3) National has determined that
the product in nonconforming and that such nonconformity is
not a result of improper installation, repair or other misuse
by Buyer. Any replacement product shall carry only the
unexpired term of the warranty which was applicable to the
replaced product. The foregoing does not apply to software
except as provided in National's Software Licensing Agreement.
No National product may be used in a life support application.
THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND ARE MADE
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,
EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE.
NATIONAL NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO
ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE,
INSTALLATION FOR USE OF ITS
- 25 -
<PAGE>
PRODUCTS AND NATIONAL MAKES NO WARRANTY WHATSOEVER FOR
PRODUCTS NOT MANUFACTURED BY NATIONAL. NATIONAL SHALL NO BE
LIABLE FOR DAMAGES DUE TO DELAYS IN DELIVERIES OR USE AND
SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, WHETHER ARISING FROM CONTRACT, TORT OR
NEGLIGENCE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS,
LOSS OF GOODWILL, OVERHEAD OR OTHER LIKE DAMAGES.
6. PATENT INDEMNIFICATION
Except as provided in the paragraph below, and subject to the
limitation set forth below, National will defend any suit or
proceeding brought against the Buyer if it is based on a claim
that any product, or any part hereof, made to National's
design by or for National and furnished hereunder constitutes
an infringement of any United States patents, in notified
promptly in writing and given full and complete authority,
information and assistance (at National's expense) for the
defense of same. National will pay damages and costs therein
awarded against the Buyer, but shall not be responsible for
any compromise made without its written consent. In providing
such defense, or in the event that such product, or part
thereof, is held to constitute infringement and the use of
such product, or part thereof is enjoined, National shall
retain the right at its sole discretion to either procure for
the Buyer the right to continue using such product or part
thereof, or modify it so that it becomes noninfringing, or
remove it, or part thereof, and grant the Buyer a credit for
the depreciated value thereof, national's indemnity is
expressly limited to United States patents only. In no event
shall National's total liability to Buyer under the foregoing
indemnity exceed the purchase price of the alleged infringing
product. National makes no expressed or implied warranty that
the products sold hereunder will not infringe any United
States or foreign patents, trademarks, or copyrights.
[illegible] infringement or contributory infringement of any
patents, trademarks or copyrights related to products sold
hereunder arising from (i) National's compliance with Buyer's
designs, specifications, or instructions, (ii) use of any
product in combination with products not supplied by National,
or (iii) use of any product in connection with a manufacturing
or other process.
7. TOOLING
Unless otherwise expressly provided in writing, Buyer shall
obtain no interest in any ???? or other tooling used in the
production of any National product. National shall not be
liable for fair wear and tear to Buyer's tooling.
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<PAGE>
8. CONFIDENTIAL INFORMATION
No information shall be deemed to be given or received in
confidence by either party unless and to the extent it is
covered by a separate agreement.
9. FORCE MAJEURE
National shall not be liable for any damage or penalty for
delay in delivery or for failure to give notice of delay when
such delay is due to the elements, acts of God, acts of Buyer,
acts of civil or military authority, war, riots, concerted
labor action, or any other causes beyond the reasonable
control of National. The anticipated delivery date shall be
deemed extended for a period of time equal to the time lost
due to any delay excusable under this provision. National
shall not be entitled to an extension of time for commercially
reasonable delays.
10. CANCELLATION FOR CONVENIENCE
BUYER MAY CANCEL ANY ORDER FOR CONVENIENCE ON THE FOLLOWING
TERMS: (A) FOR STANDARD PRODUCTS, ANY REQUEST FOR CANCELLATION
OR RESCHEDULE WILL BE ACCEPTED ONLY FOR ORDERS SCHEDULED FOR
DELIVERY MORE THAN 60 DAYS FROM RECEIPT OF THE REQUEST (90
DAYS WHERE THE PRODUCT HAS BEEN TESTED AND/OR MARKED TO
CUSTOMER SPECIFICATIONS) AND WITH THE SPECIFIC APPROVAL OF
NATIONAL'S CUSTOMER SERVICE DEPARTMENT, SPECIAL CHARGES MAY
APPLY. (B) FOR NON-STANDARD PRODUCTS, BUYER SHALL ACCEPT
DELIVERY OF ALL SUCH PRODUCTS COMPLETED AT THE TIME OF
CANCELLATION, NONSTANDARD PRODUCTS WHICH ARE RESCHEDULED BY
THE BUYER WILL BE DEEMED CANCELED AS TO THOSE PRODUCTS
SCHEDULED FOR DELIVERY IN SIXTEEN (16) WEEKS TIME PERIOD
FOLLOWING RESCHEDULING AND CANCELLATION CHARGES SHALL APPLY.
NONSTANDARD PRODUCTS WHICH ARE IN THE WORK-IN-PROCESS
INVENTORY SHALL BE PAID FOR BY BUYER AT A PRICE BASED ON THE
PERCENTAGE OF COMPLETION OF SUCH INVENTORY APPLIED TO THE
PRICE FOR THE FINISHED PRODUCT. BUYER SHALL ALSO PROMPTLY PAY
TO NATIONAL: (i) COST OF SETTLING AND PAYING CLAIMS ARISING
OUT OF THE TERMINATION OF WORK UNDER NATIONAL'S SUB-CONTRACTS
OR VENDORS, (ii) REASONABLE COSTS OF SETTLEMENT, INCLUDING
ENGINEERING DEVELOPMENT, ACCOUNTING, LEGAL AND CLERICAL COSTS,
AND (iii) TWENTY PERCENT (20%) OF THE PURCHASE PRICE OF THE
PORTION OF THE ORDER CANCELED; (C) STANDARD PRODUCTS WITH
MINIMUM USAGE MAY BE SUBJECT TO CANCELLATION CHARGES AS PER
NON-STANDARD PARTS.
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<PAGE>
11. CANCELLATION FOR DEFAULT
UPON NATIONAL'S FAILURE TO CORRECT ANY DEFAULT WITHIN
FORTY-FIVE (45) DAYS, BUYER AS ITS SOLE REMEDY, MAY RECOVER
FROM NATIONAL AS DAMAGES, THE DIFFERENCE BETWEEN THE COST OF
REPROCUREMENT (COVER) AND THE CONTRACT PRICE, LESS EXPENSES
SAVED IN CONSEQUENCE OF NATIONAL'S BREACH, BUT IN NO EVENT TO
EXCEED TEN PERCENT (10%) OF THE PRODUCT PRICE MULTIPLIED BY
THE NUMBER OF PRODUCTS UNCONDITIONALLY RELEASED BY BUYER, BUT
REMAINING UNSHIPPED, PROVIDED, HOWEVER, SUCH CLAIM BY BUYER
MUST BE ASSERTED WITHIN THE THIRTY (30) DAY PERIOD FOLLOWING
THE EFFECTIVE DATE OF CANCELLATION, NATIONAL SHALL NOT BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO THE COST OF LABOR, REQUALIFICATION, DELAY, LOSS
OF PROFITS, OR GOODWILL.
12. CANCELLATION FOR INSOLVENCY
National shall have the right to cancel any unfilled order
without notice to Buyer in the event that Buyer becomes
insolvent; adjudicated bankrupt; petitions for or consents to
any relief under any bankruptcy reorganization statutes; or
becomes unable to meet its financial obligations in the normal
course of business.
13. APPLICABLE LAW
The terms and conditions contained herein shall be governed by
and construed under the laws of the State of California.
14. EQUAL OPPORTUNITY
Unless exempt, all products furnished hereunder were produced
under conditions in compliance with the Civil Rights Act of
1964; Title VII Equal Opportunity, and the regulations and
orders issued hereunder, including Executive Order 11246, the
provisions of which are deemed incorporated herein.
LIFE SUPPORT POLICY
NATIONAL'S PRODUCTS ARE NOT AUTHORIZED FOR USE AS CRITICAL COMPONENTS IN LIFE
SUPPORT DEVICES OR SYSTEMS WITHOUT THE EXPRESS WRITTEN APPROVAL OF THE PRESIDENT
OF NATIONAL SEMICONDUCTOR CORPORATION. As used herein:
(1) Life support devices or systems are devices or systems which a) are intended
for surgical implant into the body; or b) support or sustain life and whose
failure to perform when properly
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<PAGE>
used in accordance with instructions for use provided in the labeling can be
reasonably expected to result in a significant injury to the user.
(2) A critical component in any component in a life support device or system
whose failure to perform can be reasonably expected to cause the failure of the
life support device or system or to affect the safety or effectiveness.
(TM)Macintosh is a trademark of Apple Computer, Inc.
- 29 -
<PAGE>
APPENDIX G
WAFER ACCEPTANCE CRITERIA
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
APPENDIX I
DEFINITION OF REVOLUTIONARY "NEW VERSION"
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
<PAGE>
APPENDIX H
QUALIFICATION CRITERIA
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
