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- S-4 Registration of securities issued in business combination transactions
- 2.1 Business Transfer Agreement
- 2.2 First Amendment to Business Transfer Agreement
- 3.1 Certificate of Formation of Magnachip Semiconductor LLC
- 3.2 Certificate of Amendment to Certificate of Formation of Magnachip Semiconductor
- 3.3 Third Amended and Restated Limited Liability Company Operating Agreement
- 3.4 Articles of Incorporation of Magnachip Semiconductor S.a.
- 3.5 Certificate of Incorporation of Magnachip Semiconductor Finance Company
- 3.6 Bylaws of Magnachip Semiconductor Finance Company
- 3.7 Certificate of Formation for Magnachip Semiconductor Sa Holdings LLC
- 3.8 Limited Liability Company Agreement of Magnachip Semiconductor Sa Holdings LLC
- 3.9 Articles of Association of Magnachip Semiconductor B.V.
- 3.10 Certificate of Incorporation of Magnachip Semiconductor, Inc. (Usa)
- 3.11 Bylaws of Magnachip Semiconductor, Inc. (Usa)
- 3.12 Articles of Incorporation of Magnachip Semiconductor, LTD. (Korea)
- 3.13 Articles of Incorporation of Magnachip Semiconductor Inc. (Japan)
- 3.14 Memorandum of Association of Magnachip Semiconductor LTD. (Hong Kong)
- 3.15 Articles of Association of Magnachip Semiconductor LTD. (Hong Kong)
- 3.16 Memorandum of Association of Magnachip Semiconductor LTD. (United Kingdom)
- 3.17 Articles of Association of Magnachip Semiconductor LTD. (United Kingdom)
- 3.18 Articles of Incorporation of Magnachip Semiconductor LTD. (Taiwan)
- 3.19 Articles of Incorporation of Isron Corporation
- 3.20 Articles of Incorporation of Ic Media Corporation
- 3.21 Bylaws of Ic Media Corporation
- 3.22 Certificate of Amendment to Bylaws of Ic Media Corporation
- 3.23 Certificate of Amendment to Bylaws of Ic Media Corporation
- 3.24 Memorandum of Association of Ic Media International Corporation
- 3.25 Articles of Association of Ic Media International Corporation
- 3.26 Memorandum of Association of Ic Media Holding Company LTD.
- 3.27 Articles of Association of Ic Media Holding Company LTD.
- 3.28 Articles of Incorporation of Ic Media Techology Corporation
- 4.1 Indenture Dated As of December 23, 2004
- 4.4 Registration Rights Agreement Dated As of December 23, 2004
- 4.5 Indenture Dated As of December 23, 2004
- 4.7 Registration Rights Agreement Dated As of December 23, 2004
- 10.1 Purchase Agreement Dated As of December 23, 2004
- 10.2 Credit Agreement Dated As of December 23, 2004
- 10.3 First Amendment and Waiver to Credit Agreement
- 10.3 Second Amendment and Waiver to Credit Agreement
- 10.4 Intercreditor Agreement Dated As of December 23, 2004
- 10.5 Second Amended and Restated Securityholders' Agreement
- 10.6 Warrant Held by Hynix Semiconductor Inc.
- 10.7 Intellectual Property License Agreement Dated As of October 6, 2004
- 10.8 Trademark License Agreement Dated As of October 6, 2004
- 10.9 Building Lease Agreement for Warehouses Dated As of October 6, 2004
- 10.10 Building Lease Agreement for M4 Building Dated As of October 6, 2004
- 10.11 Building Lease Agreement for R, C1 and C2 Buildings Dated As of October 6, 2004
- 10.12 Land Lease and Easement Agreement Dated As of October 6, 2004
- 10.13 Wafer Foundry Service Agreement Dated As of October 6, 2004
- 10.14 Wafer Mask Production and Supply Agreement Dated As of October 6, 2004
- 10.15 General Service Supply Agreement Dated As of October 6, 2004
- 10.16 It & Fa Service Agreement Dated As of October 6, 2004
- 10.17 Service Agreement Dated As of October 6, 2004
- 10.18 Service Agreement Between Magnachip Semiconductor LTD. and Jerry Baker
- 10.19 Service Agreement Between Magnachip Semiconductor LTD. and Robert Krakauer
- 10.20 Service Agreement Between Magnachip Semiconductor LTD. and Victoria Miller Nam
- 10.21 Service Agreement Between Magnachip Semiconductor LTD. and Tae Young Hwang
- 10.22 Service Agreement Between Magnachip Semiconductor LTD. and Jason Hartlove
- 10.23 Service Agreement Between Magnachip Semiconductor LTD. and Dale Lindly
- 10.24 Magnachip LLC Equity Incentive Plan
- 10.25 Magnachip LLC California Equity Incentive Plan
- 10.26 R&D Equipment Utilization Agreement, Dated October 6, 2004-HYNIX and Magnachip
- 10.27 License Agreement(modularbcd) Dated Mar. 18, 2005-ADVANCED Analogic Technologies
- 10.28 License Agreement(trenchdmos) Dated Mar. 18, 2005-ADVANCED Analogic Technologies
- 10.29 Rfid Development and Licensing Agreement, Dated Mar 29, 2005-CELIS Semiconductor
- 10.30 Technology License Agreement, Dated July 2001 - Arm Limited
- 10.31 Technology License Agreement, Dated December 16, 1996-ADVANCED Risc Machines
- 10.32 ARM7201TDSP Device License Agreement, Dated Aug. 26, 1997-ADVANCED Risc Machines
- 10.33 Technology License Agreement, Dated August 22, 2001-ARM Limited
- 10.34 Technology License Agreement, Dated May 20, 2004-ARM Limited
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Magnachip Semiconductor LLC
- 23.1 Consent of Samil Pricewaterhousecoopers
- 25.1 Form T-1 6 7/8% Second Priority Senior Secured Notes Due 2011
- 25.2 Form T-1 8% Senior Subordinated Notes Due 2014
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Holders
- 99.4 Form of Letter to Brokers, Dealers and Other Nominees
- 99.5 Form of Letter to Clients
- 4 Oct 10 Registration of securities issued in business combination transactions (amended)
- 4 Aug 10 Registration of securities issued in business combination transactions
- 18 Jul 05 Registration of securities issued in business combination transactions (amended)
- 21 Jun 05 Registration of securities issued in business combination transactions
Exhibit 10.18
SERVICE AGREEMENT
THIS SERVICE AGREEMENT is entered into by and between MagnaChip Semiconductor Ltd., a Korean limited liability company (the “Company”), and Jerry Baker, an individual (the “Chairman”), effective as of October 1, 2004.
WHEREAS, the Company desires to have the benefit of the Chairman’s knowledge and experience as the full-time executive chairperson of the Board of Directors of the Company (the “Board”), to engage the Chairman in the manner hereinafter specified, and to make provision for payment of reasonable compensation to the Chairman for such services; and
WHEREAS, the Chairman is willing to be engaged by the Company to perform the duties incident to such engagement upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, the Company and Chairman hereby agree as follows:
Title: Executive Chairman.
Salary: $400,000 per annum, provided that the Chairman and the Company agree to reduce the Chairman’s salary and bonuses should the Chairman reduce his time commitment or role.
Payment: One-twelfth of per annum salary to be paid to the Chairman on the 25th of every calendar month starting from October 1, 2004.
Bonus: Up to 100% of base salary upon reaching targets as set forth in management plans and as approved by the compensation committee of the Board.
Expenses: Reasonable expenses are to be covered, including but not limited to first class air travel from the Chairman’s home to the Company’s offices in Korea on a schedule as mutually agreed upon with the Board (including reasonable general aviation expenses from the Chairman’s base airport to San Francisco International Airport) and reasonable expenses to set up a home office (including a video conferencing system).
Medical coverage: Provided to the Chairman and his spouse at a benefit level roughly equivalent to the medical coverage provided by Fairchild Semiconductor to its executives.
Term: To be determined upon mutual agreement of the Chairman and the Board, provided that the Chairman and the Company agree to augment the Chairman’s salary and bonuses should the term of this Service Agreement exceed eight months from the effective date.
Compensation for prior service: The Chairman is to receive $160,000 salary, plus reasonable expenses, for services from February 1, 2004, to September 30, 2004.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first written above.
MAGNACHIP SEMICONDUCTOR, LTD. | ||||
By: | ||||
Name: |
Title: | ||||
/s/Jerry Baker | ||||
Jerry Baker |
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