Exhibit 10.15
AMENDMENT NO. 3 TO OPTION AGREEMENT II
* Portions of this document have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.
AMENDMENT
This Amendment No. 3 to Option Agreement II (the "Amendment No. 3") is effective
as of June 16, 2000 (the "Effective Date") by and between Adaptec Manufacturing
(S) Pte. Ltd., a company organized under the laws of Singapore, with its current
registered address at 6 Battery Road, 532-00, Singapore 049909 ("Customer"), and
Taiwan Semiconductor Manufacturing Co., Ltd., a company organized under the laws
of the Republic of China, with its registered address at No. 121 Park Avenue 3,
Science-Based Industrial Park, Hsin-Chu, Taiwan, Republic of China ("TSMC"), for
the purpose of amending the Option Agreement II entered into by Customer and
TSMC on October 23, 1995 (the "Option Agreement II") as follows:
1. Replace Section 7(a) with the followings:
"The term of this Agreement shall commence from the Effective Date,
and continue until December 31, 2004."
2. Add the followings at Section 20:
"Section 20 Non-Publicity
(a) No publicity or information regarding the existence or contents of
this Agreement shall be given or released by either party in any case,
other than as required by law. In the event that any applicable law or
regulation requires the disclosure of this Agreement, the disclosing
party must provide details of the disclosure request prior to
submission of such information to the requesting authority.
(b) The exchange of information by either party for the purposes of
review of the contents prior to disclosure as described in the
foregoing Section 20(a) will be handled directly by the TSMC and
Customer representatives responsible for official company
communications and public relations:
For TSMC
Name: Ronald C. Norris
Title: Senior Vice President, Worldwide Marketing
and Sales
Address: No. 121, Park Avenue 3, Science-Based
Industrial Park, Hsin-Chu,
Taiwan, Republic of China
Telephone No: 011-886-3-578-0221
Fax No: 011-886-3-578-1545
Cc to:
Name: David Keller
Title: Senior Director, Account Management, TSMC NA
Address: 1740 Technology Drive, Suite 660, San Jose,
CA 95110, USA
Telephone No: 408-487-4139
Fax No: 408-441-7713
For Customer
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Name: Dolores Marciel
Title: Vice President of Worldwide Material
Address: 691 South Milpitas Boulevard, Milpitas,
CA 95035, USA
Telephone No: 408-945-8600
Fax No: 408-957-8227
(c) In the event that either party breaches Section 20(a) of this
Agreement, the non-breaching party may terminate this Agreement
immediately with a 180 days written notice to the breaching party
pursuant to Section 7(c) of this Agreement."
3. Replace Exhibits B and D with the new Exhibits B and D attached hereto.
4. Customer agrees to pay to TSMC in cash the entire Option Fee for the
year 2003 and 2004, total in the amount of US$20,000,000 as set forth
in the new Exhibit D, by June 16, 2000.
5. All the other terms and conditions of the Option Agreement II shall
remain unchanged to the extent not in conflict with the terms and
conditions in this Amendment No. 3.
Taiwan Semiconductor Adaptec Manufacturing (S) Pte. Ltd.
Manufacturing Co., Ltd.
/s/ Ronald C. Norris /s/ Kok Yong Lim
- ------------------------------------ ------------------------------------
Name: Ronald C. Norris Name: Kok Yong Lim
Title: Senior Vice President Title: Vice President
Worldwide Marketing & Sales Manufacturing
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Exhibit B
CUSTOMER/TSMC COMMITTED CAPACITY
Unit: K 6" Wafer Equivalent
2000 2001 2002 2003 2004
---- ---- ---- ---- ----
Base Capacity [*] [*] [*] [*] [*]
(For Options)
X% of Base [*] [*] [*] [*] [*]
Capacity
Option [*] [*] [*] [*] [*]
TSMC Committed Capacity [*] [*] [*] [*] [*]
(Base Capacity + Option Capacity)
Customer Committed Capacity [*] [*] [*] [*] [*]
(X% Base Capacity + Option Capacity)
Option Capacity [*] wafers times [*] per wafer = US $33.6 Million for years 1999
- - 2002
Option Capacity [*] wafers times [*] per wafer = US $20 Million for years 2003
and 2004
[*] Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.
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Exhibit D
OPTION FEE
Year Option Capacity Option Fee Due Date
(Unit: Wafer Equivalent) (Unit: US$)
- ----------------------------------------------------------------------------------------------
2000 [*] $8.4M Paid
2001 [*] $8.4M Paid
2002 [*] $8.4M Paid
2003 [*] $10M June 16, 2000
2004 [*] $10M June 16, 2000
[*] Confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.
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