1
EXHIBIT 10.26
Amendment to Option I Agreement
This Amendment, made to Option I Agreement between Integrated Silicon
Solution (Taiwan), Inc. and Taiwan Semiconductor Manufacturing Co, Ltd., dated
April 21, 1995 (the "Option Agreement"), is effective as of September 23, 1996
(the "Effective Date") by and between Integrated Silicon Solution (Taiwan),
Inc., a company organized under the laws of the R.O.C, with its registered
address at IF, No. 10, Prosperity Rd. 11, Science-Based Industrial Park,
Hsinchu, Taiwan, R.O.C ("Customer"), and Taiwan Semiconductor Manufacturing Co.,
Ltd., a company organized under the laws of the R.O.C., with its registered
address at No. 121, Park Ave. 3, Science-Based Industrial Park, Hsinchu, Taiwan,
R.O.C ("TSMC").
In consideration of mutual covenants and condition, both parties agree
to amend the Option Agreement as follows:
I. Defined terms to be used herein but not defined herein shall have the
meaning set forth in the Option Agreement.
II. Amend Sections 1 (d), 5, 6, 12 and 16 as follows:
l(d). "Option Fee"**
5. The Option Fee is set forth in Exhibit D.**
To guarantee Customer's commitment to purchase the Option
Capacity, Customer shall cause to be delivered by Integrated
Silicon Solution Inc. ("ISSI"), with its principal office at
680 Almanor Ave., Sunnyvale, CA 94086-9513, an irrevocable
standby L/C to TSMC covering the yearly Option Fee for the
years from and after 1997. The standby L/C shall be issued
before every November 1, covering 18 months starting from
every November 1, by an internationally reputable bank
mutually agreed upon by the parties in the amount of the
Option Fee for the subsequent calendar year, and promptly
submitted to TSMC for approval. Customer shall cause ISSI to
make the standby L/C in the form and substance as attached
hereto as Exhibit F.** In the event Customer fails to pay the
foregoing Option Fee within 30 days of receiving TSMC's notice
of payment, TSMC has the right to draw on the applicable
standby L/C the foregoing Option Fee.
6. Upon TSMC's acceptance of the standby L/C from Customer for
1997 Option Fee, TSMC will return to Customer all the
promissory notes already made to TSMC pursuant to this
Agreement.
**Confidential treatment requested for certain portions of this exhibit.
2
12. This Agreement, including Exhibits A-F and the Amendment,
constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understanding,
agreements, dealings and negotiations, oral or written,
regarding the subject matter hereof. In the event, any
provision of this Agreement conflicts with the Amendment, the
Amendment shall govern with respect to the subject matter
therein. No modification, alteration or amendment of this
Agreement shall be effective unless made in writing and signed
by both parties. No waiver of any breach or failure by either
party to enforce any provision of this Agreement shall be
deemed a waiver of any other or subsequent breach, or a waiver
of future enforcement of that or any other provision.
16. Both parties shall keep in strict confidence the existence and
contents of this Agreement and the Amendment, and take best
precaution possible to prevent any Unauthorized disclosure or
use thereof. Both parties agree, that no disclosure of this
Agreement, the Amendment or any matters relating hereto may be
made without the disclosing party first providing the proposed
disclosure to the other party two weeks in advance for consent
and reasonable changes. In the event disclosure is required by
laws or governmental regulations, the disclosing party shall
provide the other party two weeks prior written notice and
give the other party the opportunity to protest, participate
in preparing disclosure or make reasonable changes thereto.
III. Add New Section 18:
18. Within forty (40) days upon expiration or termination of the
Customer/TSMC Wafer Production Agreement dated November 8,
1993, both parties agree to use their best efforts to
negotiate and enter into a new wafer production agreement or
to renew the above Agreement. Both parties agree to apply such
agreement to all purchase of wafers by Customer from TSMC
under this Agreement, except that the provisions of this
Agreement will supersede the above Agreement or any similar
agreement to the subject matter hereof.
IV. Delete Section 8(b) and Renumber Original Sections 8(c) and 8(d) as
Sections 8(b) and 8(c).
V. Add to the End of New Section 8(c): "In no event shall either party
liable for indirect, consequential, or special damage arising from this
Agreement or its performance."
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VI. Replace Original Exhibit D with New Exhibit D.
Integrated Silicon Solution (Taiwan), Inc. Taiwan Semiconductor
Manufacturing Co., Ltd.
/s/ K.Y. Han /s/ Donald Brooks
- ------------ -----------------
K.Y. Han Donald Brooks
President President
4
EXHIBIT D
OPTION FEE
- --------------------------------------------------------------------------------------------------------------
Year Option Capacity Option Fee Standby L/C
(Unit: Wafer Equivalent) (US$) for Standby L/C Due Date
- --------------------------------------------------------------------------------------------------------------
1996 ** ** Paid
- --------------------------------------------------------------------------------------------------------------
1997 ** ** Amendment Effective Date
- --------------------------------------------------------------------------------------------------------------
1998 ** ** November 1, 1997
- --------------------------------------------------------------------------------------------------------------
1999 ** ** November 1, 1998
- --------------------------------------------------------------------------------------------------------------
** Confidential treatment requested for certain portions of this exhibit
5
EXHIBIT F
[Not Used]
6
Amendment to Option II Agreement
This Amendment, made to Option II Agreement between Integrated Silicon
Solution (Taiwan), Inc. and Taiwan Semiconductor Manufacturing Co. Ltd., dated
April 21, 1995 (the "Option Agreement"), is effective as of September 23, 1996
(the "Effective Date") by and between Integrated Silicon Solution (Taiwan),
Inc., a company organized under the laws of the R.O.C., with its registered
address at IF, No. 10, Prosperity Rd. II, Science-Based Industrial Park,
Hsinchu, Taiwan, R.O.C. ("Customer"), and Taiwan Semiconductor Manufacturing
Co., Ltd., a company organized under the laws of the R.O.C. with its registered
address at No. 121, Park Ave. 3, Science-Based Industrial Parkway, Hsinchu,
Taiwan, R.O.C ("TSMC").
In consideration of mutual covenants and conditions, both parties agree
to amend the Option Agreement as follows:
I. Defined terms used herein but not defined herein shall have the meaning
set forth in the Option Agreement.
II. Amend Sections 1(d), 5 , 6, 12 and 16 as follows:
1(d). "Option Fee" **
5. The Option Fee is set forth in Exhibit D.**
To guarantee Customer's commitment to purchase the Option
Capacity, Customer shall cause to be delivered by Integrated
Silicon Solution, Inc. ("ISSI"), with its principal office at
680 Almanor Ave., Sunnyvale, CA 94086-9513, an irrevocable
standby L/C to TSMC covering the yearly Option Fee for the
years from and after 1997. The standby L/C shall be issued
before every November 1, covering 18 months starting from
every November 1, by an internationally reputable bank
mutually agreed upon by the parties in the amount of the
Option Fee for the subsequent calendar year, and promptly
submitted to TSMC for approval. Customer shall cause ISSI to
make the standby L/C in the form and substance as attached
hereto as Exhibit F.** In the event Customer fails to pay the
foregoing Option Fee within 30 days of receiving TSMC's notice
of payment, TSMC has the right to draw on the applicable
standby L/C the foregoing Option Fee-
6. Upon TSMC's acceptance of the standby L/C. from Customer for
1997 Option Fee, TSMC will return to Customer all the
promissory notes already made to TSMC pursuant to this
Agreement.
** Confidential treatment requested for certain portions of this exhibit.
7
12. This Agreement, including Exhibits A-F, and the Amendment,
constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes and
replaces all prior or contemporaneous understanding,
agreements, dealings and negotiations, oral or written,
regarding the subject matter hereof. In the event, any
provision of this Agreement conflicts with the Amendment, the
Amendment shall govern with respect to the subject matter
therein. No modification, alteration or amendment of this
Agreement shall be effective unless made in writing and signed
by both parties. No waiver of any breach or failure by either
party to enforce any provision of this Agreement shall be
deemed a waiver of any other or subsequent breach or a waiver
of future enforcement of that or any other provision.
16. Both parties shall keep in strict confidence the existence and
contents of this Agreement and the Amendment, and take best
precaution possible to prevent any unauthorized disclosure or
use thereof. Both parties agree that no disclosure of this
Agreement, the Amendment or any matters relating hereto may be
made without the disclosing party first providing the opposed
disclosure to the other party two weeks in advance for consent
and reasonable changes. In the event disclosure is required by
laws or governmental regulations, the disclosing party shall
provide the other party two weeks prior written notice and
give the other party the opportunity to protest, participate
in preparing disclosure or make reasonable changes thereto.
111. Add New Section 18:
18. Within forty (40) days upon expiration or termination of the
Customer/TSMC Wafer Production Agreement dated November 8,
1993, both parties agree to use their best efforts to
negotiate and enter into a new wafer production agreement or
to renew the above Agreement. Both parties agree to apply such
agreement to all purchase of wafers by Customer from TSMC
under this Agreement, except that the provisions of this
Agreement will supersede the above Agreement or any similar
agreement with respect to the subject matter hereof
IV. Delete Section 8(b) and Remember Original Sections 8(c) and 8(d) as
Sections 8(b) and 8(c).
V. Add to the End of New Section 8(c): "In no event shall either party be
liable for indirect, consequential, or special damage arising from this
Agreement or its performance."
VI. Replace Original Exhibit D with New Exhibit D.
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Integrated Silicon Solution (Taiwan), Inc. Taiwan Semiconductor
Manufacturing Co., Ltd.,
/s/K.Y. Han /s/Donald Brooks
- ----------- ----------------
K.Y. Han Donald Brooks
President President
Date: September 23, 1996
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EXHIBIT D
OPTION II FEE
- --------------------------------------------------------------------------------------------------------------
Year Option Capacity Option Fee Standby L/C
(Unit: Wafer Equivalent) (US$) for Standby L/C Due Date
- --------------------------------------------------------------------------------------------------------------
1996 -- -- --
- --------------------------------------------------------------------------------------------------------------
1997 -- -- --
- --------------------------------------------------------------------------------------------------------------
1998 ** ** November 1, 1997
- --------------------------------------------------------------------------------------------------------------
1999 ** ** November 1, 1998
- --------------------------------------------------------------------------------------------------------------
2000 ** ** November 1, 1999
- --------------------------------------------------------------------------------------------------------------
2001 ** ** November 1, 2000
- --------------------------------------------------------------------------------------------------------------
** Confidential treatment requested for certain portions of this exhibit
10
EXHIBIT F
[NOT USED]