<PAGE>
SUBCONTRACT AGREEMENT
Between
TEAM PACIFIC CORPORATION
And
ADVANCED POWER TECHNOLOGY, INC.
January 26, 2000
To
January 26, 2003
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
1
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This ASSEMBLY AGREEMENT (hereinafter referred to as "Agreement") is
entered into the 26th day of January year 2000 by and between:
ADVANCED POWER TECHNOLOGY, INC., a corporation duly organized and
existing under the laws of the United States of America, having its principal
place of business at 405 S.W. Columbia Street, Bend, Oregon 97702, USA
(hereinafter referred to as "Customer") and
TEAM PACIFIC CORPORATION, a company duly organized and existing under
the laws of the Republic of the Philippines, having its principal place of
business at Electronics Avenue. FTI Complex, Tagig, Metro Manila, Philippines
(hereinafter referred to as "TEAM")
WITNESSETH:
WHEREAS, TEAM has previously assembled electronics devices for Customer
and has the capacity to manufacture and test plastic and hermetic packages and
install semiconductor devices provided by Customer in such packages at its
facility in the Philippines; and
WHEREAS, Customer desires to obtain a commitment from TEAM to make
available for Customer a portion of TEAM's production capacity described above:
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows;
AGREEMENT
1.0 DEFINITIONS
1.1 "Electrically Sorted Dice" shall mean Customer's proprietary
semiconductor devices.
1.2 "Production Materials" shall mean materials, including
electrically sorted dice, which Customer provides to TEAM.
1.3 "Customer Forecasts" shall have the meaning set forth in
Section 3.1 below.
1.4 "Finished Products shall mean the completed packages with
electrically sorted dice installed, which TEAM agrees to
assemble under this Agreement.
1.5 "Year" shall mean a period of twelve months, and a year of
this agreement shall be a period of twelve (12) months from
the date of Agreement.
1.6 "WIP" shall mean work in process.
2.0 MANUFACTURE AND ASSEMBLY AND TEST OF PACKAGES: MATERIALS
<PAGE>
2.1 TEAM shall manufacture packages pursuant to orders received
from Customer and shall install electrically sorted dice in
the packages pursuant to Customer's process specifications as
set forth in Appendix I.
2.2 TEAM agrees to provide all equipment, personnel, manufacturing
space needed to assemble Customer's finished product in the
monthly quantities set fort in Customer's monthly forecast.
TEAM also guarantees enough office space for its Customer's
representatives and storage space for all consigned materials
for module assembly. TEAM agrees to provide the materials
required for the assembly of the Finished Products other than
electrically sorted dice and items mentioned in Appendix II
and V.
2.3 Customer shall supply TEAM with sufficient electrically sorted
dice to allow TEAM to meet Customer's first month's firm
commitment as provided for in Section 3.1.
2.4 TEAM agrees to assemble Customers finished product in
accordance with Customer's process specifications indicated in
Appendix I of this Agreement. Customer will give TEAM
sixty-(60) days written notice of any changes or modifications
to those specifications if those changes affect Customer's
devices. TEAM agrees that no changes can take place without
Customer's expressed, written approval. TEAM agrees to furnish
Customer a full copy of the specs in Appendix IV in the event
of a change in revision.
2.5 Customer agrees to give TEAM sixty-(60) day written notice if
Customer requires any material change to TEAM's standard
process specifications.
2.6 Customer agrees to consign equipment in Appendix IV to TEAM
and TEAM understands they are responsible for calibration and
maintenance of this equipment. Customer maintains ownership of
this equipment.
2.7 Customer agrees to pay for the price of the Finished Products
used for TEAM's Internal Reliability Monitors per Appendix
III. Customer will be copied on all reports.
3.0 CUSTOMER FORECASTS: ORDERS
3.1 On or before the 15th day of each month, Customer will
provide TEAM with a three-(3) month rolling forecast of all
the production levels of TEAM (a "Customer Forecast"). The
first month forecast shall be [ * ] firm commitment. The
Customer Forecast for the second month shall be [ * ] firm
and the third month shall be a good faith estimate of
number of Finished Products to be assembled by TEAM.
3.2 TEAM agrees to reserve sufficient production capacity for
manufacturing packages and assembling Finished Products in
accordance with Section 3.1 above. A [ * ] buffer capacity
shall be reserved by TEAM in order to handle upward
fluctuations of orders from customer.
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
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3.3 Nothing in this Agreement shall restrict or prohibit Customer
from contracting with others for assembly services similar to
those provided by TEAM under this Agreement, provided that
TEAM shall be given priority with respect to volume covered by
the Customer Forecast and provided further that TEAM maintains
a leadership position with respect to price, delivery,
quality, and customer service.
3.4 TEAM agrees to provide customer WIP reports including
scheduled ship dates twice per week and monthly yield
summaries.
3.5 Customer will use a blanket purchase order for and every six
months.
3.6 Subject to the terms set forth herein, TEAM shall provide
Finished Products to Customer consistent with the releases as
provided by the purchase order and supporting purchase order
number.
4.0 PAYMENT AND PRICING
4.1 Customer shall pay TEAM for assembly and test of Finished
Products pursuant to invoices received by Customer within
thirty (30) days from invoice date. All invoices shall be in
U.S. Dollars and all payments shall be made to TEAM via
telegraphic transfer.
4.2 Customer shall pay TEAM for non-trade expense within 7 days
from invoice date. Brokerage, releasing fee and shipping
charges, office supplies and other advances made by TEAM in
behalf of the Customer are classified as non-trade expenses.
4.3 Subject to adjustment as provided in Section 4.4 below, prices
shall be as set forth in the price schedule shown in Appendix
II attached. All prices are quoted FOB, ex-TEAM's plant,
Manila.
4.4 If TEAM's direct material or labor or overhead costs
related to TEAM's performance under this Agreement increase
by more than [ * ] percent during the first year of this
Agreement or by more than [ * ] percent during the
succeeding years of this Agreement, for any reason
whatsoever, TEAM may give customer written notice of a
proposal price increase. TEAM shall endeavor to provide the
justification for such price increase to the extent
possible without disclosing the details of its cost
structure. Customer shall thereafter within thirty (30)
days of the date of TEAM's notice either; (a) notify TEAM
that it accepts the price increase, in which case the
increase shall be effective for all Finished Products
delivered after the date of Customer's notice; or (b)
notify TEAM of its acceptable new price. Both parties agree
to exercise good faith and resolve on best effort basis any
differences on the proposed price increase within sixty
(60) days.
4.5 TEAM will 100% test products for DVSD, final test and UIS on
testers supplied by Customer. TEAM and Customer recognize that
additional testing currently performed by Customer may be off
loaded to TEAM sometime in the future. Equipment consignment
and test charges will be mutually agreed upon at a later
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
4
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date. TEAM will also conduct isolation tests on SOT227 using
Customer's supplied isolation testers. All units, which pass
through isolation and open short test, shall be charged to
customer. All rejected units at isolation test are billable to
the customer.
4.6 TEAM shall credit the price paid by Customer for any Finished
Products, which may not conform, to the specifications as
defined in Appendix I, or to any future updates to the
specifications duly approved by Customer.
5.0 SHIPMENTS
5.1 Customer shall ship all Production Materials and Dice to
TEAM's plant in Manila at Customer's expense.
5.2 TEAM shall ship all Finished Products assembled three (3)
times per week, unless otherwise mutually agreed upon on a
case to case basis. TEAM shall insure and arrange for shipment
of Finished Products by any reasonable method specified by
Customer. Customer shall pay all charges for shipping,
insurance and in land charges on Finished Products as well as
shipback of Production Materials and Dice.
6.0 TAXES, PERMITS, APPROVALS
6.1 TEAM shall have the sole responsibility to pay any and all
import duties. taxes and other charges levied by government
authorities in the Philippines upon, or in connection with,
any transaction covered by this Agreement.
6.2 TEAM shall have the sole responsibility to obtain all permits,
licenses and approval from government authorities in the
Philippines necessary for the performance of this Agreement to
comply with any requirement to file this Agreement with any
government authority in the Philippines.
6.3 Upon Customer's request, TEAM shall promptly provide Customer
with any and information and documentation as may by required
for customs clearance into the United States or the
Philippines.
7.0 COMPLIANCE WITH LAWS
Each party shall comply with laws and regulations applicable to it in
the performance of its obligations pursuant to this Agreement.
8.0 OWNERSHIP
All electrically sorted dice, Production Materials provided by Customer
and Finished Products shall be and all times remain the property of
Customer. TEAM agrees that it
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will not place nor permit to stand any lien of other encumbrance
against electrically sorted dice, Production Materials provided by
Customer or Finished Products.
9.0 WARRANTY
TEAM warrants that the products to be assembled, open/short, final
tested (on some package types), isolation tested and shipped hereunder
shall have been assembled, open/short tested, final tested (on some
package types), isolation tested and shipped in conformity with
specifications of both TEAM and Customer. TEAM shall have no obligation
under any warranty set forth above in the event that:
a. The Finished Products have failed as a result of catastrophe
or fault or negligence of Customer or its Customers;
b. The Finished Products have been modified by Customer or its
Customers in a way which affects the performance of the Finished
Product;
c. The Finished Products have not been stored, maintained or used
by Customer or its Customers in accordance with Customer's
standard operating and/or maintenance instructions.
TEAM makes no warranty of fitness for purpose in respect of the
products assembled, open/short tested, isolation tested and shipped
hereunder.
10.0 CONFIDENTIALITY
TEAM and Customer agree, shall cause its employees, subcontractors,
customers and agents, during the term of this Agreement and thereafter
to keep confidential and not disclose to third parties or use, except
as expressly authorized in writing by both parties or as required by
legally constituted authority or in the course of performing it
obligations hereunder, any confidential information covered by this
Agreement. Confidential information shall include Customer's and TEAM's
written specifications and all other information provided and
identified by both parties as confidential or which TEAM or Customer
has reason to know is treated by one party as confidential.
11.0 INDEMNIFICATION
Each party shall defend and hold harmless the other party, its agents,
employees and other representatives from and against and shall
indemnify each such person for any liability, loss, costs expenses and
damages to such person arising out of any act, neglect, default or
omission of it or any agents, employees or other representatives in
connection with this Agreement. The indemnifying party shall have the
right to control the defense, compromise or settlement of any third
party claim. action or suit involving the indemnifying party and the
indemnified party shall cooperate and furnish such records, information
and testimony as may reasonably be requested by the indemnifying party,
the indemnified party shall be entitled to participate in, but no
direct, the defense of any such claim, action or proceeding with
counsel of its own choice. Nothing herein is intended to or shall
relieve any party from liability for its own act, omission or
negligence.
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12.0 TERMS AND TERMINATION
12.1 This Agreement shall continue in full force and effect for
a-period of thirty six (36) months from the date of this
Agreement unless earlier terminated as provided below in this
section. An annual review shall be done by either party in
order to consider any change that may affect the condition of
the business between TEAM and APT. Prices however, are subject
to change at any time if mutually agreed upon by TEAM and the
Customer.
12.2 Either party may terminate this Agreement in the event that
the other party defaults in the performance of its obligations
under this Agreement and the default has not been remedied to
the reasonable satisfaction of the non defaulting party within
ninety (90) days after receipt by the defaulting party of
written notice of the default.
12.3 Customer may terminate this Agreement after giving TEAM ninety
(90) days' written notice of its intention to do so if TEAM
and Customer cannot agree on (a) mutually acceptable price
increases as provided in section 4.4 or (b) any modification
to Customer's process specifications proposed by either party.
12.4 Customer may terminate this Agreement immediately as provided
in Section 13.2. TEAM may terminate the Agreement immediately
in the event the Customer fails or refuses to pay any
outstanding billing of TEAM under this Agreement.
12.5 Upon termination of this Agreement, at Customer's request,
TEAM shall immediately deliver to Customer all electrically
sorted dice, Production Materials provided by Customer, and
Finished Products in its possession. And the Customer shall
pay outstanding billing of TEAM consistent with the payment
terms as described in Section 4.1 including all materials
purchased by TEAM for the manufacture of the Customer's
products.
12.6 Upon termination or expiration of the term of this Agreement,
the rights and obligations of the parties under this Agreement
shall end, and neither party shall have claim for termination
damages, against the other; provided, however; that the
following provisions shall survive termination of this
Agreement: (a) Customer's payment obligations specified in
Section 4; (b) Team's obligations specified in Section 6 and
8; (c) any law, order, proclamation, regulation, ordinance,
demand or requirement of any government or (d) any other acts
whatsoever, whether similar or dissimilar to those enumerated
above that are beyond the reasonable control of either party
to this Agreement, the party so affected, upon giving prompt
notice to the other party, shall be excused from the
performance of the obligation or obligations so prevented,
restricted or interfered with, provided the affected party
uses its best efforts to rectify, avoid or remove such causes
on nonperformance.
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13.0 FORCE MAJEURE
13.1 Subject to the limitation provided in 13.2 below, if the
performance of this Agreement or any obligation provided
herein is prevented, restricted or interfered with by reason
of (a) fire, explosion, plant breakdown, failure of machinery,
strike or labor dispute, whether creating significant property
damage or failure of sources of supply of raw materials,
supplies, power or water, (b) war, police actions, conflicts
involving armed forces, revolutions, insurrections or civil
commotion, (c) any law, order, proclamation, regulation,
ordinance demand or requirement of any government or (d) any
other acts whatsoever, whether similar or dissimilar to those
enumerated above that are beyond the reasonable control of
either party to this Agreement, the party so affected, upon
giving prompt notice to the other party, shall be excused from
the performance of the obligation or obligations so prevented,
restricted or interfered with, provided the affected party
uses its best efforts to rectify, avoid or remove such causes
of nonperformance.
13.2 If any condition described in 13.1 above shall prevent,
restrict or interfere with TEAM's performance of any
obligation hereunder for a period of sixty (60) or more days,
Customer shall have the right immediately to terminate this
Agreement without prior notice to TEAM and at no cost to
Customer.
14.0 LIMITATIONS OF LIABILITY
In no event shall customer have any liability to TEAM or any other
person for consequential, incidental, indirect or special damages of
any nature whatsoever (including without limitation, lost revenues,
lost profits, delays or loss of use) arising out of or in any way
related to Customer's performance or nonperformance of this Agreement.
Customer's liability to TEAM upon expiration or termination of this
Agreement for any reason, with or without causes, shall be limited to
payment for Finished Products on order at the time of termination and
materials purchased by TEAM for the manufacture of the Customer's
products. These limits will apply to all claims, including without
limitation contract, indemnify and tort.
15.0 GENERAL
15.1 Interpretation and Governing Laws. This Agreement shall be
interpreted in accordance with the plain English meaning of
its terms except for the industry accepted abbreviations and
shall be governed by the laws of California, USA, excluding
choice of laws rules and excluding the United Nations
Convention on the International Sale of Goods.
15.2 Venue, Attorneys Fees. TEAM consents to personal jurisdiction
over it by the state and federal courts of California in.
connection with any dispute arising out of this Agreement. In
any action to enforce or interpret this Agreement, the
prevailing party shall be entitled to recover reasonable costs
and attorneys fees at trial, on appeal, and on any petition
for review.
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15.3 Notices. Any notice or report permitted or required by this
Agreement shall be deemed given if delivered personally or
sent by First Class Mail, postage prepaid, addressed to the
other party at the address first written above or at such
other address as designated by the party by written notice, or
by confirmed telex or facsimile. If notice is given by mail
and the date of the notice affects either party's rights under
this Agreement, the effective date of the notice shall be
seven (7) days after the date of mailing or the date the
notice is received whichever is earlier.
15.4 Entire Agreement: Modification. This Agreement contains the
entire agreement and understanding between and among the
parties with respect to the subject matter hereof. and unless
otherwise provided in this Agreement, no modification or
waiver of any of the provisions, or any future representation,
promise, or addition, shall be binding upon the parties unless
made in writing and signed by both parties.
15.5 Waiver. The failure of either party to enforce at any time any
provisions of this Agreement shall not be construed to be a
waiver of such provision or of the right thereafter to enforce
each and every provision of this Agreement. No waiver by
either party to this Agreement, either express or implied, of
any breach of any term, condition or obligation of this
agreement shall be construed as a waiver of any subsequent
breach of that term, condition of obligation or of any other
term, condition or obligation or of any other term, condition
or obligation of this Agreement.
15.6 Assignment: Binding Effect. Neither party shall assign,
transfer, or sell its rights under this Agreement or delegate
its duties hereunder without the prior written consent of the
other parties hereto. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their
successors and permitted assigns.
15.7 Severability. If any provision, term or other portion of this
Agreement shall be held invalid, illegal or unenforceable by
any court of competent jurisdiction, the remaining portion
shall remain in force and effect.
15.8 Heading. Headings used this agreement are for convenience only
and shall not be construed as apart of or affect the
construction or interpretation of any provision of this
Agreement.
15.9 Export Control. TEAM understands that Customer is subject to
regulation by United States government agencies, which
restrict export or diversion of Finished Products and
Production Materials or information provided by Customer to
TEAM hereunder. Regardless of any disclosure by Customer to
TEAM of an ultimate destination of Finished Products or any
information disclosed hereunder, TEAM warrants that it will
not export in any manner, either directly or indirectly, any
product or information without fist obtaining all necessary
approvals from appropriate U.S. government agencies. TEAM
acknowledges that the regulation
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of product export is in continuous modification. TEAM agrees
to complete all documents and meet all requirements arising
out of such modifications.
15.10 Customer shall, at its expense, supply TEAM with jigs and
fixtures (i.e.: graphite boats) to allow TEAM to perform its
obligation under this agreement. If in case forecast goes up
and additional jigs and fixtures are required, Customer shall,
at its expense provide additional jigs and fixtures. This also
covers new devices with new configuration. TEAM, however, is
responsible for replacement of these jigs and fixtures in case
of damage and normal wear and tear.
15.11 Governing Language. This Agreement may be translated into a
language other than English version of the Agreement control
the rights and obligations of the parties regardless of
subsequent translation and regardless of any reliance by any
party upon such translation. All communications and notices to
this Agreement shall be in English.
In Witness whereof. the parties have caused the Agreement to be
executed as of the date first set forth above.
TEAM PACIFIC CORPORATION ADVANCED POWER TECHNOLOGY, INC.
By: S/S By: S/S
Ceferino F. Bautista Russell Creecraft
Senior Vice President - Sales Vice President - Manufacturing Operations
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APPENDIX I
PROCESS SPECIFICATIONS
<TABLE>
<CAPTION>
REVISION NO. DOCUMENT NO. DOCUMENT TITLE
<S> <C> <C>
15 TAFC-1064 TPC TO-247 ASSY. PROCESS FLOWCHART
11 TAFC-1066 TPC SOT-227 PROCESS FLOWCHART
7 TAFC-1175 TPC TO-264 PROCESS FLOWCHART
4 TAFC-1208 TPC TO-268 (D3PAK) PROCESS FLOWCHART
1 TAFC-1211 TPC EXT TO-247 ASSEMBLY PROCESS
FLOWCHART
F D3P ENGG D3PAK PACKAGE OUTLINE DRAWING
3 PD-247-5 TO-247 PACKAGE OUTLINE DRAWING
1 PD-EXT-2473 EXT 247 PACKAGE OUTLINE DRAWING
(MAX247, TO-247 HOLELESS)
1 PD-0001-P TO-264-PACKAGE OUTLINE DRAWING
TEAM STANDARD
3 TAFC-1213 TPC-APT Application Specific Power Module
(ASPM) Assembly Process Flowchart
</TABLE>
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APPENDIX PRICE LIST
STANDARD TO247 & HOLELESS TO247
<TABLE>
<S><C>
STD TO247 W/SINGLE DIE KTMC HYSOL
TO-247 SINGEL DIE W/O CATHODE WIRE
AUTO TRIM
FIRST EXCESS OF EXCESS OF HYSOL FIRST EXCESS OF EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ]
STD TO247 W/DUAL DIE KTMC HYSOL
FIRST EXCESS OF EXCESS OF HYSOL FIRST EXCESS OF EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
STD TO247 W/SINGLE DIE W/O CENTER LEAD KTMC HYSOL
(W/CATHODE WIRE)
FIRST EXCESS OF EXCESS OF HYSOL FIRST EXCESS OF EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
STD TO247 RF-104/114 KTMC HYSOL
APT SUPPLIES SUBSTRATES
FIRST EXCESS OF EXCESS OF HYSOL FIRST EXCESS OF EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
STD TO247 RF105/125 KTMC HYSOL
APT SUPPLIES SUBSTRATES
FIRST EXCESS OF EXCESS OF HYSOL FIRST EXCESS OF EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
HOLELESS TO247 KTMC HYSOL
ANY HYSOL ANY
VOLUME * ADDER VOLUME
BASE PRICE [ * ] [ * ] [ * ]
COST ADDER FOR MANUAL UIS [ * ]
COST ADDER FOR SOLDER PLATE [ * ]
COST ADDER FOR MANUAL FINAL TEST [ * ]
COST DEDUCTION TO REPLACE O/S W/UIS [ * ]
OR DVSD
COST DEDUCTION FOR DICE RCVD SAWN [ * ] (1 DIE)
COST DEDUCTION FOR DICE RCVD SAWN [ * ] (2 DIE)
QUICK TURN ADDER [ * ] SINGLE DIE [ * ] PCS MAX
[ * ] ALL OTHER [ * ] PCS MAX
</TABLE>
ADDITIONAL PROVISIONS
- ALL T0247 BASE PRICES INCLUDE O/S TEST, MARK, SOLDER DIP, SHIPPING
TUBES, & BOXES
- TEAM SUPPLIES ALL MATERIALS EXCEPT DIE UNLESS OTHERWISE STATED HEREIN
- IN DETERMINING WHICH DEVICE TYPE WILL FALL UNDER THE "IN EXCESS OF [*]
UNITS PER MINTH" CATEGORY, THE INCREMENTAL VOLUME SHALL BE APPORTIONED
TO EASH DEVICE TYPE'S PROPORTIONATE OF THE TOTAL ACTUAL VOLUME FOR THE
RECKONING PERIOD.
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
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<TABLE>
<S><C>
SOT227
SINGLE DIE HYSOL
USING THERMIC EDGE AND CERAMTEC FIRST EXCESS OF HYSOL FIRST EXCESS OF
SUBSTRATE ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
SUBSTRATE COST INCREASE [ * ] [ * ]
SUBSTRATE COST REDUCTION [ * ] [ * ]
TOTAL
DUAL DIE KTMC HYSOL
FIRST EXCESS OF HYSOL FIRST EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
SUBSTRATE COST INCREASE [ * ] [ * ]
TOTAL [ * ] [ * ]
1/2H.P/AP/FRED HYSOL
FIRST EXCESS OF HYSOL FIRST EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
SUBSTRATE COST INCREASE [ * ] [ * ]
TOTAL [ * ] [ * ]
1/2H.P/AP/FRED HYSOL
15 MILS ALUMINA W/8 MILS DBC BOTH SIDES FIRST EXCESS OF HYSOL FIRST EXCESS OF
FROM IXYS ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
SUBSTRATE COST INCREASE [ * ] [ * ]
TOTAL [ * ] [ * ]
PFC HYSOL
FIRST EXCESS OF HYSOL FIRST EXCESS OF
ADDER
[ * ] [ * ]
BASE PRICE [ * ] [ * ] [ * ]
SUBSTRATE COST INCREASE [ * ] [ * ]
TOTAL [ * ] [ * ]
</TABLE>
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
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SOT-227 CO
COST ADDER FOR MANUAL UIS [*]
COST ADDER FOR SOLDER PLATE [*]
ADDER FOR MANUAL FINAL TEST [*]
DUAL DIODE [*]
COST REDUCTION TO REPLACE O/S W/UIS [*]
OR DVSD [*]
ADDER DVSD FT,Q + & NO UIS [*]
ADDER FOR UIS. DVSD. FT.Q+ [*]
COST REDUCTION FOR DICE RCVD SAWN [*] (AP)
[*] (DUAL)
[*] (P)
[*] (SINGLE)
QUICK TURN ADDER [*] SINGLE DIE [*] PCS MAX
[*] ALL OTHER,[*] PCS MAX
ADDITIONAL PROVISIONS
-ALL SOT227 BASE PRICES INCLUDE O/S & ISOLATION TEST MOUNTING HARDWARE
(SCREWS/NUTS/WASHERS), SHIPPING TUBES, & BOXES
-ALL SOT227 ASSEMBLY ASSUMES THE USE OF ALN SUBSTRATES (MIN. CONDUCTIVITY IS
170 W/C)
-VOLUME PRICE BREAKS DETERMINED BY TOTAL SOT227 VOLUME INCLUDING ALL
CONFIGURATIONS
-VOLUME PRICE BREAKS BASED ON MONTHLY LOAD/RECEIPTS FROM CUSTOMER
-TEAM SUPPLIES ALL MATERIALS EXCEPT DICE UNLESS OTHERWISE STATED HEREIN
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
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<TABLE>
<S><C>
RF (32W) HYSOL
APT SUPPLIES CTR SUBSTRATE FIRST EXCESS OF HYSOL FIRST
ADDER
[ * ]
BASE PRICE [ * ] [ * ] [ * ]
INDUCTOR COIL HYSOL
APT SUPPLIES LEADFRAME & SUBSTRATE FIRST EXCESS OF HYSOL FIRST
ADDER
[ * ]
BASE PRICE [ * ] [ * ] [ * ]
TO264
SINGLE DIE KTMC HYSOL
FIRST [*] EXCESS OF [*] HYSOL ADDER FIRST [*] EXCESS OF
[*]
BASE PRICE [*] [*] [*] [*] [*]
DUAL DIE (8W) KTMC HYSOL
FIRST [*] EXCESS OF [*] HYSOL ADDER FIRST [*] EXCESS OF
[*]
BASE PRICE [*] [*] [*] [*] [*]
DUAL DIE (12W) KTMC HYSOL
FIRST [*] EXCESS OF [*] HYSOL ADDER FIRST [*] EXCESS OF
[*]
BASE PRICE [*] [*] [*] [*] [*]
3 DIE KTMC HYSOL
FIRST [*] EXCESS OF [*] HYSOL ADDER FIRST [*] EXCESS OF
[*]
BASE PRICE [*] [*] [*] [*] [*]
</TABLE>
COST ADDER FOR MANUAL UIS [*]
COST ADDER FOR THERMAPHASE [*]
COST REDUCTION FOR DICE RCVD SAWN [*] (SINGLE0
[*] (DUAL)
QUICK TURN ADDER [*] SINGLE DIE, [*] PCS MAX
ADDITIONAL PROVISIONS
o ALL TO264 BASE PRICES INCLUDE O/S TEST, MARK, SOLDER DIP, FINAL TEST, SHIPPING
TUBES, & BOXES o TEAM SUPPLIES ALL MATERIALS EXCEPT DIE UNLESS OTHERWISE STATED
HEREIN o IN DETERMINING WHICH DEVICE TYPE WILL FALL UNDER THE "IN EXCESS OF 200K
UNITS PER MONTH" CATEGORY, THE INCREMENTAL VOLUME SHALL BE APPORTIONED TO EACH
DEVICE THPE'S PROPORTIONATE OF THE TOTAL ACTUAL VOLUME FOR THE RECKONING PERIOD.
<TABLE>
<S><C>
D3PAK
SINGLE DIE KTMC HYSOL
ANY VOLUME HYSOL ADDER ANY VOLUME
BASE PRICE [*] [*] [*]
DUAL DIE KTMC HYSOL
ANY VOLUME HYSOL ADDER ANY VOLUME
BASE PRICE [*] [*] [*]
RF D3 KTMC HYSOL
ANY VOLUME HYSOL ADDER ANY VOLUME
BASE PRICE [*] [*] [*]
COST ADDER FOR MANUAL UIS [*]
COST ADDER FOR FINAL TEST [*]
COST REDUCTION FOR DICE RCVD SAWN [*]
QUICK TURN ADDER [*] SINGLE DIE, [*] PCS MAX
</TABLE>
ADDITIONAL PROVISIONS
ALL D3PAK BASE PRICES INCLUDE O/S TEST, MARK, SOLDER PLATE, SHIPPING TUBES &
BOXES TEAM SUPPLIES ALL MATERIALS EXCEPT DIE UNLESS OTHERWISE STATED HEREIN
Page 4 of 6
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
15
<PAGE>
<TABLE>
<S><C>
TO3
SINGLE DIE
APT SUPPLIES HEADERS AND CANS ANY
VOLUME
BASE PRICE [*]
QUICK TURN ADDER 25% SINGLE DIE, 1000 PCS MAX
ADDITIONAL PROVISIONS
*ALL TO 3 BASE PRICES INCLUDE O/S TEST, MARK, SOLDER DIP, SHIPPING TUBES & BOXES
DIE PREP
APT SUPPLIES WAFFLE PACK
FIRST EXCESS OF
[*] [*]
BASE PRICE [*] [*]
TEAM SUPPLIES WAFFLE PACK
FIRST EXCESS OF
[*] [*]
BASE PRICE [*] [*]
</TABLE>
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
16
<PAGE>
<TABLE>
<CAPTION>
ASPM
DEVICE Base Price
<S> <C>
D2U2 [*]
DRIVER [*]
FO2(SP2) [*]
FO2(SP2-INFINEON [*]
FO2(SP2-WITH COPPER ATTACH) [*]
FOH REWORK 1 DIE [*]
FOH REWORK 2 DIE [*]
FOH5010 (SP3) [*]
FOH5010 (SP3) INFINEON [*]
FOH5010 WITH COPPER ATTACH [*]
REHM [*]
STRAND [*]
THERMAL DYNAMICS [*]
STEALTH ARRAY [*]
D4R60FD60 [*]
SATCONWITH COPPER ATTACH [*]
SATCON WITHOUT COPPER ATTACH [*]
</TABLE>
[*] = Material has been omitted pursuant to a request for confidential
treatment, and such material has been filed separately with the SEC.
17
<PAGE>
APPENDIX III
TEAM INTERNAL MONITORS
PERFORMED MONTHLY
<TABLE>
<CAPTION>
SOT-227 TO-247 D3PAK TO-264 ASPM
<S> <C> <C> <C> <C> <C>
TEMPARATURE CYCLE 8 PCS. 22 PCS. 8 PCS. 8 PCS 3 PCS
PRESSURE POT 8 PCS. 22 PCS. 8 PCS. 8 PCS 3 PCS
85/85 8 PCS. 22 PCS. 8 PCS. 8 PCS 3 PCS
CORRELATION 24 PCS. 66 PCS. 24 PCS. 24 PCS. 3 PCS.
</TABLE>
18
<PAGE>
APPENDIX IV
LIST OF CONSIGNED EQUIPMENT
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
EQUIPMENT CONSIGNED MANUFACTURER QUANTITY REMARKS
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. ISOLATION TESTER KIKUSU/TOSH651 1 SET SERIAL # 28101279
----------------------------------------------------------------------------------------------------------------------
2. UIS TESTER ITC/ITC5510 2 UNITS SERIAL # 9011
SERIAL # 9103
----------------------------------------------------------------------------------------------------------------------
3. MICROPROBER MICROMANIPULATOR I UNIT SERIAL # 83010
MODEL 6000
----------------------------------------------------------------------------------------------------------------------
4. TO-247 120 CAVITIES MOLD MOSPEC I SET SERIAL # NOT AVAILABLE
TOOL / LOADING FRAME
----------------------------------------------------------------------------------------------------------------------
5. D3 MOLD TOOL / LOADING Micro Precision Tooling 1 UNIT PURCHASED JOINTLY W/ MOTOROLA
FRAME, 120 CAVITIES
----------------------------------------------------------------------------------------------------------------------
6. SOT-227 2 CHASES Samtech/Sungwoo 1 - CHASE DECOMMISSIONED
----------------------------------------------------------------------------------------------------------------------
7. D3PAK TEST HANDLER EXATRON 1 SET SERIAL # 5000H9801085
----------------------------------------------------------------------------------------------------------------------
8. TESEC 8101T TESEC 1 UNIT SERIAL # 41840-0373
----------------------------------------------------------------------------------------------------------------------
9. M20 WIREBONDER ORTHODYNE 2 UNITS SERIAL # 101301
SERIAL # 8911002
----------------------------------------------------------------------------------------------------------------------
10. TESEC HI-CURRANT UNIT TESEC 2 UNITS SERIAL # 41950-0047
8213-CU SERIAL # 41950-0095
----------------------------------------------------------------------------------------------------------------------
11. HIGH VOLTAGE MODEL 7818-HV TESEC 1 UNIT SERIAL # 41640-0068
----------------------------------------------------------------------------------------------------------------------
12. MANUAL TEST MODULE 80005-MB TESEC 1 UNIT SERIAL # 41740-0130
----------------------------------------------------------------------------------------------------------------------
13. DELTA TESTER 8114-KT TESEC 1 UNIT SERIAL # 41890-0338
----------------------------------------------------------------------------------------------------------------------
14. DELTA TESTER 8115-PU TESEC 1 UNIT SERIAL # 41900-0338
----------------------------------------------------------------------------------------------------------------------
15. CURVE TRACER 577 TECHRONIX TUCKER 1 UNIT SERIAL # 810490
----------------------------------------------------------------------------------------------------------------------
16. DEGREASER SONIO 1 UNIT SERIAL # ---------1298
----------------------------------------------------------------------------------------------------------------------
17. GRANITE STONE MESCO 1 UNIT SERIAL # RAHNTLR23800ly
----------------------------------------------------------------------------------------------------------------------
18. ARBOR PRESS 1 UNIT
----------------------------------------------------------------------------------------------------------------------
19. DIGIMATIC MINIPROCESSOR / MITUTOYO 1 UNIT SERIAL # 7676256
CALIPER
----------------------------------------------------------------------------------------------------------------------
20. WEIGHING SCALE FUJI 1 UNIT SERIAL # MHY00308
----------------------------------------------------------------------------------------------------------------------
21. UIS TESTER INDUCTOR LOAD ITC/ITC5514 2 UNITS SERIAL # 9104
SERIAL # 8836
----------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
APPENDIX V
LIST OF CONSIGNED MATERIALS FOR ASPM
Stock Number Description
CIAN 46-3% Chip Resistor 68K ohms 3%
CIAN46 5% Chip Resistor
CIAN 46-10% Chip Resistor
D88 Epoxy Haradener - Part B
E520 Resin Urethane U4745
MK0422A Preform
MK0527A Preform
Mk0659A Preform
MK0685A Power Terminal
MK0740A Signal Terminal
MK0741A Signal Terminal
MK0751A Power Connector SP3
MK0752A Power Connector SP2
MP0076A Plastic Frame
MP0082C Plastic Wall
MP0093C Plastic Frame
MS0271B Base Plate
MS2019B DBC Substrate
MS2019C DBC Substrate
MS2039B Substrate DBC FOZU
TSE322 Sil Gel Rubber ADH Sealant
TSE25 Sil Rubber
20
