Exhibit 2.2
EXECUTION COPY
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of October 26, 2000, among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware
corporation ("Parent"), and TELCOM SEMICONDUCTOR, INC., a Delaware corporation
(the "Company"). Capitalized terms used but not otherwise defined herein will
have the meanings ascribed to them in the Reorganization Agreement (as defined
below).
RECITALS
A. The Company, Merger Sub (as defined below) and Parent have entered into
an Agreement and Plan of Reorganization (the "Reorganization Agreement") which
provides for the merger (the "Merger") of a wholly-owned subsidiary of Parent
("Merger Sub") with and into the Company. Pursuant to the Merger, all
outstanding capital stock of the Company will be converted into the right to
receive Parent Common Stock.
B. As a condition to Parent's willingness to enter into the Reorganization
Agreement, Parent has requested that Company agree, and Company has so agreed,
to grant to Parent an option to acquire shares of Company's Common Stock, $0.001
par value per share (the "Company Shares"), upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and in the Reorganization Agreement
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth herein,
the Company hereby grants to Parent an irrevocable option (the "Option") to
acquire up to a number of Company Shares equal to 19.9% of the issued and
outstanding shares as of the date of this Agreement (the "Option Shares"), in
the manner set forth below by paying cash at a price per share of $15.00 (the
"Exercise Price"). The Exercise Price and the number of Option Shares granted
hereunder shall be subject to adjustment as set forth herein.
2. Exercise of Option.
(a) The Option may be exercised by Parent, in whole or in part, at any
time or from time to time (i) after termination of the Reorganization
Agreement pursuant to Section 7.01(g) thereof or (ii) upon the occurrence
of any event causing the Termination Fee to become payable pursuant to
Section 7.03(b)(ii) of the Reorganization Agreement (any of the events
described in clause (i) and (ii) of this sentence being referred to herein
as an "Exercise Event"). In the event Parent wishes to exercise the Option,
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Parent will deliver to the Company a written notice (each an "Exercise
Notice") specifying the total number of Option Shares it wishes to acquire.
Each closing of a purchase of Option Shares (a "Closing") will occur on a
date and at a time prior to the termination of the Option designated by
Parent in an Exercise Notice delivered at least two (2) business days prior
to the date of such Closing, which Closing will be held at the principal
offices of the Company.
(b) The Option will terminate upon the earliest of (i) the Effective
Time, (ii) twelve (12) months following the date on which the
Reorganization Agreement is terminated pursuant to Section 7.01(b) or
7.01(d)(i) thereof, if no event causing the Termination Fee to become
payable pursuant to Section 7.03(b)(ii) of the Reorganization Agreement has
occurred, (iii) twelve (12) months following the date on which the
Reorganization Agreement is terminated pursuant to Section 7.1(g) thereof,
(iv) in the event the Reorganization Agreement has been terminated pursuant
to Section 7.01(b) or 7.01(d)(i) thereof and the Termination Fee became
payable pursuant to Section 7.03(b)(ii) thereof, twelve (12) months after
payment of the Termination Fee; and (v) the date on which the
Reorganization Agreement is terminated other than pursuant to Sections
7.01(b), 7.01(d)(i) or 7.01(g); provided, however, that if the Option
cannot be exercised by reason of any applicable government order or because
the waiting period related to the issuance of the Option Shares under the
HSR Act will not have expired or been terminated, then the Option will not
terminate until the tenth business day after such impediment to exercise
will have been removed or will have become final and not subject to appeal.
3. Conditions to Closing. The obligation of Company to issue Option Shares
to Parent hereunder is subject to the conditions that (A) any waiting period
under the HSR Act applicable to the issuance of the Option Shares hereunder will
have expired or been terminated; (B) all material consents, approvals, orders or
authorizations of, or registrations, declarations or filings with, any Federal,
state or local administrative agency or commission or other Federal state or
local governmental authority or instrumentality, if any, required in connection
with the issuance of the Option Shares hereunder will have been obtained or
made, as the case may be; and (C) no preliminary or permanent injunction or
other order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance will be in effect. It is understood and agreed that at
any time during which the Option is exercisable, the parties will use their
respective best efforts to satisfy all conditions to Closing, so that a Closing
may take place as promptly as practicable.
4. Closing. At any Closing, (A) the Company will deliver to Parent a single
certificate in definitive form representing the number of Company Shares
designated by Parent in its Exercise Notice, such certificate to be registered
in the name of Parent and to bear the legend set forth in Section 10 hereof,
against delivery of (B) payment by Parent to the Company of the aggregate
purchase price for the Company Shares so designated and being purchased by
delivery of a certified check or bank check.
5. Representations and Warranties of the Company. Company represents and
warrants to Parent that (A) Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
the corporate power and authority to enter into this Agreement and to carry out
its obligations hereunder; (B) the execution and delivery of this Agreement by
the Company and consummation by the Company of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
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of the Company and no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or any of the transactions contemplated
hereby; (C) this Agreement has been duly executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company and,
assuming this Agreement constitutes a legal, valid and binding obligation of
Parent, is enforceable against the Company in accordance with its terms; (D)
except for any filings required under the HSR Act, the Company has taken all
necessary corporate and other action to authorize and reserve for issuance and
to permit it to issue upon exercise of the Option, and at all times from the
date hereof until the termination of the Option will have reserved for issuance,
a sufficient number of unissued Company Shares for Parent to exercise the Option
in full and will take all necessary corporate or other action to authorize and
reserve for issuance all additional Company Shares or other securities which may
be issuable pursuant to Section 8(a) upon exercise of the Option, all of which,
upon their issuance and delivery in accordance with the terms of this Agreement,
will be validly issued, fully paid and nonassessable; (E) upon delivery of the
Company Shares and any other securities to Parent upon exercise of the Option,
Parent will acquire such Company Shares or other securities free and clear of
all material claims, liens, charges, encumbrances and security interests of any
kind or nature whatsoever, excluding those imposed by Parent; (F) the execution
and delivery of this Agreement by the Company do not, and the performance of
this Agreement by the Company will not, (i) conflict with or violate the
Certificate of Incorporation or Bylaws or equivalent organizational documents of
the Company or any of its subsidiaries, (ii) conflict with or violate any law,
rule, regulation, order, judgment or decree applicable to the Company or any of
its subsidiaries or by which its or any of their respective properties is bound
or affected or (iii) result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or impair the Company's or any of its subsidiaries' rights or alter the rights
or obligations of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the properties or assets of the
Company or any of its subsidiaries pursuant to, any material note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries or its or any of
their respective properties are bound or affected; and (G) the execution and
delivery of this Agreement by the Company does not, and the performance of this
Agreement by the Company will not, require any consent, approval, authorization
or permit of, or filing with, or notification to, any Governmental Entity except
pursuant to the HSR Act.
6. Put Right.
(a) Parent Put. At the request of and upon notice by Parent (the "Put
Notice"), at any time during the period during which the Option is
exercisable pursuant to Section 2 (the "Purchase Period"), the Company (or
any successor entity thereof) will purchase from Parent all or any portion
of the Option, to the extent not previously exercised, at the price set
forth below at:
The difference between the "Market/Tender Offer Price" for the Company
Shares as of the date Parent gives notice of its intent to exercise its rights
under this Section 6(a) (defined as the higher of (A) the highest price per
share offered as of such date pursuant to any Acquisition Proposal which was
made prior to such date and (B) the average closing sale price of Company Shares
then on the Nasdaq National Market during the five (5) trading days ending on
the trading day immediately preceding such date) and the Exercise Price,
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multiplied by the number of Company Shares purchasable pursuant to the Option,
but only if the Market/Tender Offer Price is greater than the Exercise Price.
For purposes of determining the highest price offered pursuant to any
Acquisition Proposal which involves consideration other than cash, the value of
such consideration will be equal to the higher of (x) if securities of the same
class of the proponent as such consideration are traded on any national
securities exchange or by any registered securities association, a value based
on the closing sale price or asked price for such securities on their principal
trading market on such date and (y) the value ascribed to such consideration by
the proponent of such Acquisition Proposal, or if no such value is ascribed, a
value determined in good faith by the Board of Directors of the Company.
(b) Payment and Redelivery of Option or Shares. In the event Parent
exercises its rights under Section 6(a) by delivery of a Put Notice, the
Company will, within twenty (20) business days after Parent delivers such
notice, pay the required amount to Parent in immediately available funds
and Parent will surrender to the Company all or such portion of the Option
with respect to which the Put Notice relates and the certificates
evidencing the Company Shares purchased by Parent pursuant to such Put
Notice.
7. Registration Rights.
(a) Following the termination of the Reorganization Agreement, Parent
(sometimes referred to herein as the "Holder") may by written notice (a
"Registration Notice") to the Company (the "Registrant") request the
Registrant to register under the Securities Act all or any part of the
shares acquired by the Holder pursuant to this Agreement (such shares
requested to be registered, the "Registrable Securities") in order to
permit the sale or other disposition of any or all shares of the
Registrable Securities that have been acquired by or are issuable to Holder
upon exercise of the Option in accordance with the intended method of sale
or other disposition stated by Holder, including a "shelf" registration
statement under Rule 415 under the Securities Act or any successor
provision. Holder agrees to cause, and to cause any underwriters of any
sale or other disposition to cause, any sale or other disposition pursuant
to such registration statement to be effected on a widely distributed basis
so that upon consummation thereof no purchaser or transferee will own
beneficially more than 5.0% of the then-outstanding voting power of
Registrant. Upon a request for registration, the Registrant will have the
option exercisable by written notice delivered to the Holder within ten
(10) business days after the receipt of the Registration Notice,
irrevocably to agree to purchase all or any part of the Registrable
Securities for cash at a price (the "Option Price") equal to the product of
(i) the number of Registrable Securities so purchased and (ii) the per
share average of the closing sale prices of the Registrant's Common Stock
on the Nasdaq National Market for the ten (10) trading days immediately
preceding the date of the Registration Notice. Any such purchase of
Registrable Securities by the Registrant hereunder will take place at a
closing to be held at the principle executive offices of the Registrant or
its counsel at any reasonable date and time designated by the Registrant in
such notice within ten business days after delivery of such notice. The
payment for the shares to be purchased will be made by delivery at the time
of such closing of the Option Price in immediately available funds.
(b) If the Registrant does not elect to exercise its option to
purchase pursuant to Section 7(a) with respect to all Registrable
Securities, the Registrant will use all reasonable efforts to effect, as
promptly as practicable, the registration under the Securities Act of the
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unpurchased Registrable Securities requested to be registered in the
Registration Notice and to keep such registration statement effective for
such period not in excess of 90 calendar days from the day such
registration statement first becomes effective as may be reasonably
necessary to effect such sale or other disposition; provided, however, that
the Holder will not be entitled to more than an aggregate of two (2)
effective registration statements hereunder. The obligations of Registrant
hereunder to file a registration statement and to maintain its
effectiveness may be suspended for up to 120 calendar days in the aggregate
if the Board of Directors of Registrant shall have determined that the
filing of such registration statement or the maintenance of its
effectiveness would require premature disclosure of material nonpublic
information that would materially and adversely affect Registrant or
otherwise interfere with or adversely affect any pending or proposed
offering of securities of Registrant or any other material transaction
involving Registrant. If consummation of the sale of any Registrable
Securities pursuant to a registration hereunder does not occur within 90
days after the filing with the SEC of the initial registration statement
therefor, the provisions of this Section 7 will again be applicable to any
proposed registration. The Registrant will use all reasonable efforts to
cause any Registrable Securities registered pursuant to this Section 7 to
be qualified for sale under the securities or blue sky laws of such
jurisdictions as the Holder may reasonably request and will continue such
registration or qualification in effect in such jurisdictions; provided,
however, that the Registrant will not be required to qualify to do business
in, or consent to general service of process in, any jurisdiction by reason
of this provision. If Registrant effects a registration under the
Securities Act of Company Common Stock for its own account or for any other
stockholders of Registrant (other than on Form S-4 or Form S-8, or any
successor form), it will allow Holder the right to participate in such
registration by selling its Registrable Securities, and such participation
will not affect the obligation of Registrant to effect demand registration
statements for Holder under this Section 7; provided that, if the managing
underwriters of such offering advise Registrant in writing that in their
opinion the number of shares of Company Common Stock requested to be
included in such registration exceeds the reasonable number which can be
sold in such offering, Registrant will include the shares requested to be
included therein by Holder pro rata with the shares intended to be included
therein by Registrant.
(c) The registration rights set forth in this Section 7 are subject to
the condition that the Holder will provide the Registrant with such
information with respect to the Holder's Registrable Securities, the plan
for distribution thereof, and such other information with respect to the
Holder as, in the reasonable judgment of counsel for the Registrant, is
necessary to enable the Registrant to include in a registration statement
all facts required to be disclosed with respect to a registration
thereunder.
(d) A registration effected under this Section 7 will be effected at
the Registrant's expense, except for underwriting discounts and commissions
and the fees and expenses of counsel to the Holder, and the Registrant will
provide to the underwriters such documentation (including certificates,
opinions of counsel and "comfort" letters from auditors) as are customary
in connection with underwritten public offerings and as such underwriters
may reasonably require. In connection with any registration, the Holder and
the Registrant agree to enter into an underwriting agreement reasonably
acceptable to each such party, in form and substance customary for
transactions of this type with the underwriters participating in such
offering.
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(e) Indemnification.
(i) The Registrant will indemnify the Holder, each of its
directors and officers and each person who controls the Holder within
the meaning of Section 15 of the Securities Act, and each underwriter
of the Registrant's securities, with respect to any registration,
qualification or compliance which has been effected pursuant to this
Agreement, against all expenses, claims, losses, damages or
liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission
(or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading, or any
violation by the Registrant of any rule or regulation promulgated
under the Securities Act applicable to the Registrant in connection
with any such registration, qualification or compliance, and the
Registrant will reimburse the Holder and, each of its directors and
officers and each person who controls the Holder within the meaning of
Section 15 of the Securities Act, and each underwriter for any legal
and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage,
liability or action; provided, that the Registrant will not be liable
in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission, made in reliance
upon and in conformity with written information furnished to the
Registrant by such Holder or director or officer or controlling person
or underwriter seeking indemnification.
(ii) The Holder will indemnify the Registrant, each of its
directors and officers and each underwriter of the Registrant's
securities covered by such registration statement and each person who
controls the Registrant within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages and
liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Holder of
any rule or regulation promulgated under the Securities Act applicable
to the Holder in connection with any such registration, qualification
or compliance, and will reimburse the Registrant, such directors,
officers or control persons or underwriters for any legal or any other
expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with
written information furnished to the Registrant by the Holder for use
therein; provided, that in no event will any indemnity under this
Section 7(e) exceed the net proceeds of the offering received by the
Holder.
(iii) Each party entitled to indemnification under this Section
7(e) (the "Indemnified Party") will give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after
such Indemnified Party has actual knowledge of any claim as to which
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indemnity may be sought, and will permit the Indemnifying Party to
assume the defense of any such claim or any litigation resulting
therefrom, provided, that counsel for the Indemnifying Party, who will
conduct the defense of such claim or litigation, will be approved by
the Indemnified Party (whose approval will not unreasonably be
withheld), and the Indemnified Party may participate in such defense
at such party's expense; provided, however, that the Indemnifying
Party will pay such expense if representation of the Indemnified Party
by counsel retained by the Indemnifying Party would be inappropriate
due to actual or potential differing interests between the Indemnified
Party and any other party represented by such counsel in such
proceeding, and provided further, however, that the failure of any
Indemnified Party to give notice as provided herein will not relieve
the Indemnifying Party of its obligations under this Section 7(e)
unless the failure to give such notice is materially prejudicial to an
Indemnifying Party's ability to defend such action. No Indemnifying
Party, in the defense of any such claim or litigation will, except
with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability in respect to
such claim or litigation. No Indemnifying Party will be required to
indemnify any Indemnified Party with respect to any settlement entered
into without such Indemnifying Party's prior consent (which will not
be unreasonably withheld).
8. Adjustment Upon Changes in Capitalization.
(a) In the event of any change in the Company Shares by reason of
stock dividends, stock splits, reverse stock splits, mergers (other than
the Merger), recapitalizations, combinations, exchanges of shares and the
like, the type and number of shares or securities subject to the Option,
and the Exercise Price will be adjusted appropriately, and proper provision
will be made in the agreements governing such transaction so that Parent
will receive, upon exercise of the Option, the number and class of shares
or other securities or property that Parent would have received in respect
of the Company Shares if the Option had been exercised immediately prior to
such event or the record date therefor, as applicable.
(b) Without limiting the parties' relative rights and obligations
under the Reorganization Agreement, if the number of outstanding shares of
Company Common Stock increases after the date of this Agreement (other than
pursuant to an event described in Section 8(a)), the number of shares of
Company Common Stock subject to the Option (including those Option Shares
which may have already been exercised) will be adjusted so that it equals
19.9% of the number of shares of Company Common Stock then issued and
outstanding, without giving effect to any Option Shares.
9. Profit Limitation.
(a) Notwithstanding any other provision in this Agreement or the
Reorganization Agreement, in no event shall Parent's Total Profit (as
defined below) exceed $12,000,000 (the "Maximum Profit") and, if Parent's
Total Profit otherwise would exceed the Maximum Profit, Parent, at its sole
discretion shall either (i) reduce the number of Option Shares subject to
the Option, (ii) pay cash to the Company, or (iii-) any combination of the
foregoing, so that Parent's actual realized Total Profit shall not exceed
the Maximum Profit after taking into account the foregoing actions;
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provided, however, that to the extent the payment by the Company of cash to
Parent in satisfaction of the Termination Fee pursuant to Section 7.03 of
the Reorganization Agreement would cause Parent's Total Profit to exceed
the Maximum Profit (after Parent has had an opportunity to reduce Parent's
Total Profit pursuant to this Section 9(a)), then the Company need not pay
such cash portion of the Termination Fee.
(b) For purposes of this Agreement, "Total Profit" shall mean: (i) the
aggregate amount (before taxes) of (i) (A) any amounts received by Parent
on the repurchase of the Option by the Company pursuant to Section 6, plus
(B) any Termination Fee paid by the Company and received by Parent pursuant
to the Reorganization Agreement, minus (ii) the amounts of any cash
previously paid by Parent to the Company pursuant to Section 2.
(c) For purposes of Section 9(a) and clause (i) of Section 9(b), the
value of any Option Shares delivered by Parent to the Company shall be the
Market/Tender Offer Price of such Options Shares.
10. Restrictive Legends. Each certificate representing Option Shares issued
to Parent hereunder will include a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR
SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS
ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF
OCTOBER 26, 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.
It is understood and agreed that (i) the reference to restrictions arising
under the Securities Act in the above legend will be removed by delivery of
substitute certificate(s) without such reference if such Option Shares have been
registered pursuant to the Securities Act, such Option Shares have been sold in
reliance on and in accordance with Rule 144 under the Securities Act or Holder
has delivered to Registrant a copy of a letter from the staff of the SEC, or an
opinion of counsel in form and substance reasonably satisfactory to Registrant
and its counsel, to the effect that such legend is not required for purposes of
the Securities Act and (ii) the reference to restrictions pursuant to this
Agreement in the above legend will be removed by delivery of substitute
certificate(s) without such reference if the Option Shares evidenced by
certificate(s) containing such reference have been sold or transferred in
compliance with the provisions of this Agreement under circumstances that do not
require the retention of such reference.
11. Listing and HSR Filing. The Company, upon the request of Parent, will
promptly file an application to list the Company Shares to be acquired upon
exercise of the Option for quotation on the Nasdaq National Market (or any other
national securities exchange or quotation system or which the Company Common
Stock is then listed) and will use its best efforts to obtain approval of such
listing as soon as practicable. Promptly after the date hereof, each of the
parties hereto will promptly file with the Federal Trade Commission and the
Antitrust Division of the United States Department of Justice all required
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premerger notification and report forms and other documents and exhibits
required to be filed under the HSR Act to permit the acquisition of the Company
Shares subject to the Option at the earliest possible date.
12. Binding Effect. This Agreement will be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Nothing contained in this Agreement, express or implied, is intended to
confer upon any person other than the parties hereto and their respective
successors and permitted assigns any rights or remedies of any nature whatsoever
by reason of this Agreement. Any shares sold by a party in compliance with the
provisions of Section 7 will, upon consummation of such sale, be free of the
restrictions imposed with respect to such shares by this Agreement and any
transferee of such shares will not be entitled to the rights of such party.
Certificates representing shares sold in a registered public offering pursuant
to Section 7 will not be required to bear the legend set forth in Section 10.
13. Specific Performance. The parties hereto recognize and agree that if
for any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each party hereto agrees that in addition to
other remedies the other party hereto will be entitled to an injunction
restraining any violation or threatened violation of the provisions of this
Agreement or the right to enforce any of the covenants or agreements set forth
herein by specific performance. In the event that any action will be brought in
equity to enforce the provisions of the Agreement, neither party hereto will
allege, and each party hereto hereby waives the defense, that there is an
adequate remedy at law.
14. Entire Agreement. This Agreement and the Reorganization Agreement
(including the appendices thereto) constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and supersede all other
prior agreements and understandings, both written and oral, between the parties
hereto with respect to the subject matter hereof.
15. Further Assurances. Each party hereto will execute and deliver all such
further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.
16. Validity. The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of the other provisions
of this Agreement, which will remain in full force and effect. In the event any
Governmental Entity of competent jurisdiction holds any provision of this
Agreement to be null, void or unenforceable, the parties hereto will negotiate
in good faith and will execute and deliver an amendment to this Agreement in
order, as nearly as possible, to effectuate, to the extent permitted by law, the
intent of the parties hereto with respect to such provision.
17. Notices. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or at such other address for a party as shall
be specified by like notice):
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(a) if to Parent, to:
Microchip Technology Incorporated
Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224
Attention: General Counsel
Telecopy No.: (480) 899-9210
with a copy to:
Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation
One Market, Spear Tower
Suite 3300
San Francisco, CA 94105
Attention: Michael J. Kennedy, Esq.
Telecopy No.: (415) 947-2099
(b) if to the Company, to:
Telcom Semiconductor, Inc.
1300 Terra Bella Avenue
Mountain View, California 94043
Attention: Chief Executive Officer
Telecopy No.: (650) 940-9633
with a copy to:
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue
Suite 3200
Dallas, TX 75202
Attention: John R. Holzgraefe, Esq.
Gregory J. Schmitt, Esq.
Telecopy No.: (214) 885-4300
18. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such State.
19. Expenses. Except as otherwise expressly provided herein or in the
Reorganization Agreement, all costs and expenses incurred in connection with the
transactions contemplated by this Agreement will be paid by the party incurring
such expenses.
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20. Amendments; Waiver. This Agreement may be amended by the parties hereto
and the terms and conditions hereof may be waived only by an instrument in
writing signed on behalf of each of the parties hereto, or, in the case of a
waiver, by an instrument signed on behalf of the party waiving compliance.
21. Assignment. Neither of the parties hereto may sell, transfer, assign or
otherwise dispose of any of its rights or obligations under this Agreement or
the Option created hereunder to any other person, without the express written
consent of the other party, except that the rights and obligations hereunder
will inure to the benefit of and be binding upon any successor of a party
hereto.
22. Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed to be an original, but both of which, taken together, will
constitute one and the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
MICROCHIP TECHNOLOGY INCORPORATED
By: /s/ Steve Sanghi
------------------------------------------
Name: Steve Sanghi
Title: President and Chief Executive Officer
TELCOM SEMICONDUCTOR, INC.
By: /s/ Robert G. Gargus
------------------------------------------
Name: Robert G. Gargus
Title: President
[Signature Page to Stock Option Agreement]
