NATIONAL ASSEMBLY SERVICES AGREEMENT
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
THIS NATIONAL ASSEMBLY SERVICES AGREEMENT ("Agreement") is dated and made
effective this 11th day of March, 1997 (the "Effective Date") by and between
NATIONAL SEMICONDUCTOR CORPORATION, a Delaware corporation, having its principal
place of business at 2900 Semiconductor Drive, Santa Clara, California
95052-8090 ("National") and FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware
corporation, having its principal place of business at 333 Western Avenue, South
Portland, Maine 04106 ("Fairchild"). National and/or Fairchild may be referred
to herein as a "Party" or the "Parties" as the case may require.
W I T N E S S E T H:
WHEREAS, the Parties have entered into a certain Asset Purchase Agreement
(hereinafter referred to as the "Purchase Agreement") under which Fairchild is
acquiring certain of the assets of National's Logic, Memory and Discrete Power
and Signal Technologies Business Units as historically conducted and accounted
for (including Flash Memory, but excluding Public Networks, Programmable
Products and Mil/Aero Logic Products) (the "Business"); and
WHEREAS, National owns and/or leases and operates assembly facilities in
Malacca, Malaysia and Singapore (the "Facilities"); and
WHEREAS, Fairchild has been having assembly, test and other back-end
services performed at the Facilities by National; and
WHEREAS, National and Fairchild desire to enter into an agreement under
which National will continue to provide certain services to Fairchild following
the closing of the transactions contemplated by the Purchase Agreement; and
WHEREAS, National and Fairchild recognize that the prices for assembly and
test services to be provided by National to Fairchild as set forth herein are
determined based on the collateral transactions and ongoing relationship between
the Parties as expressed in the Purchase Agreement, Revenue Side Letter between
National and Fairchild of even date herewith (the "Revenue Side Letter") and the
other Operating Agreements (as defined in Paragraph 8.2); and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the closing of the transactions contemplated by Purchase Agreement.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations
hereinafter set forth, the Parties hereto, intending to be legally bound hereby,
do agree as follows:
1.0 DEFINITIONS
1.1 "Best Efforts" shall require that the obligated Party make a
diligent, reasonable and good faith effort to accomplish the
applicable objective. Such obligation, however, does not require any
material expenditure of funds or the incurrence of any material
liability on the part of the obligated Party, which expenditure or
liability is unreasonable in light of the related objective, nor
does it require that the obligated Party act in a manner which would
otherwise be contrary to prudent business judgment or normal
commercial practices in order to accomplish the objective. The fact
that the objective is not actually accomplished is no indication
that the obligated Party did not in fact utilize its Best Efforts in
attempting to accomplish the objective.
1.2 "Confidential Information" shall have the meaning set forth in
Paragraph 15.1 below.
1.3 "Devices" shall mean Fairchild integrated circuits to be assembled
and/or tested by National hereunder.
1.4 "Die" shall mean the silicon die material, consigned by Fairchild to
National in wafer form, from which Devices are assembled.
1.5 "Effective Date" shall mean the date first set forth above.
1.6 "Facilities" shall mean the existing assembly facilities located at
Malacca, Malaysia and Singapore owned and/or leased and operated by
National.
1.7 "Fairchild" shall mean Fairchild Semiconductor Corporation and its
Subsidiaries.
1.8 "Mix" shall mean the allocation within a forecast by package type
and pin count.
1.9 "National" shall mean National Semiconductor Corporation and its
Subsidiaries.
1.10 "National Assured Capacity" shall mean the capacity of assembly
and/or test services that National agrees to supply Fairchild
pursuant to Section 6 below.
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1.11 "Specifications" shall mean Fairchild drawings, criteria and other
documented specifications in effect as of the Effective Date,
including, but not limited to, build procedures, buy-off criteria,
quality and reliability parameters, material specifications, marking
specifications, test settings, program specifications, load board
schematics, facilities and environmental SOP's, handling
requirements, lot and/or die traceability and processes for
manufacturing Devices.
1.12 "Subsidiary" shall mean any corporation, partnership, joint venture
or similar entity more than fifty percent (50%) owned or controlled
by a Party hereto, provided that any such entity shall no longer be
deemed a Subsidiary after such ownership or control ceases to exist.
2.0 SHIPPING AND BUILD ORDER REQUIREMENTS
2.1 National shall provide assembly and test services hereunder in
accordance with the Specifications. Such services shall be performed
at those Facilities at which they have historically been performed.
2.2 Fairchild will, at "No Charge", deliver and consign to National at
the Facilities its electrically probed wafers or wafers requiring
wafer probe. If supplied in wafer form, any reject die on said
wafers shall be ink marked or identified by Fairchild in a manner
acceptable for use with National's pattern recognition equipment.
Wafers and other materials shall be packed in accordance with the
Specifications.
2.3 National shall be responsible for forecasting and ordering lead
frames, bonding wire, molding compound and other raw materials
required for assembly in sufficient quantities and with sufficient
lead times to meet its obligations under the National Assured
Capacity. National shall also be responsible for maintenance and
replacement costs associated with manufacturing tools and equipment
(e.g., mold die, trim and form die, lead frame tooling), except for
lead frame tooling which is owned by and used exclusively for
Fairchild.
2.4 Fairchild shall supply an appropriate bonding diagram and test
program (if applicable) for each Device to be
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assembled per the Specifications.
2.5 National hereby agrees to verify the Die count and advise Fairchild
of any variance greater than one percent (1%).
2.6 Fairchild will provide National with a "Lot Traveler" in a format
identical to that in effect on the Effective Date and outlined in
Exhibit A hereto for the first six (6) months after the Effective
Date. After that period of time, National may utilize its own
Traveler, provided its form has previously been approved in writing
by Fairchild, which approval shall not be unreasonably withheld.
2.7 National shall provide Fairchild with the following manufacturing
data, in a format and pursuant to criteria and procedures agreed to
by the Parties, on a monthly basis:
(a) WIP from sealing through final assembly, including finished
goods;
(b) Test yield and wafer sort yield results (if applicable);
(c) Shipping activity (description, quantity, ship date);
(d) Acknowledgment of Fairchild Die shipments as well as such
other information which Fairchild may reasonably request from
time to time; and
(e) Cycle time (if requested by Fairchild).
2.8 National shall deliver completed lots to Fairchild, packaged in
accordance with the Specifications, with the assembly run card
enclosed for each assembly lot (kit). Future traceability for a lot
(kit) shall be based solely on the run card and shall be the
responsibility of Fairchild. The assembly run card shall show the
yield for each yield point in the assembly process. By mutual
agreement of the Parties, traceability may instead be software
based, so long as such records are accessible to both Parties.
2.9 All assembly and test services shall take place at the Facilities.
National shall not perform assembly or test services or transfer any
Fairchild- owned intellectual property or other Fairchild technical
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information outside of the Facilities or to any other site, unless
mutually agreed upon by both Parties.
3.0 PACKAGE/PROCESS CHANGES NOTIFICATION
3.1 If National proposes to make any change affecting the assembly
processes, materials and/or suppliers, to include, but not be
limited to, lead frame design, lead frame material, die attach
material, wire bond material, molding compound, lead plating process
or plating material, test programs or assembly procedures affecting
the Devices, National will notify Fairchild of the intended change
in accordance with National's change procedures then in effect. If
the proposed change is unacceptable to Fairchild, Fairchild and
National shall work together in efforts to resolve the problem. If
during the first thirty-nine (39) fiscal periods of this Agreement
the Parties are unable to resolve the problem, National shall not
make the proposed change. After the first 39 fiscal periods of this
Agreement, if the Parties are unable to resolve the problem,
National shall have the right to make such change upon the provision
of ninety (90) days prior written notice to Fairchild.
Notwithstanding the foregoing, however, National shall in no event
manufacture Devices other than in strict accordance with the
Specifications, or any amendments thereto, without the prior written
consent of Fairchild.
3.2 Fairchild shall provide at least fifteen (15) days prior written
notice to National of any proposed change in Die design, layout
modification, fabrication process, test programs or other changes
which may impact upon National's processing, handling or assembly of
Devices. National shall not be responsible for any assembly or test
loss incurred as a result of Fairchild's failure to provide timely
notification of such change.
3.3 Fairchild reserves the right to make changes to the Specifications
that reflect improvements, developments or other technically desired
changes in the Devices. Fairchild shall notify National of such
requested change orders and National shall respond within thirty
(30) working days regarding the feasibility, schedule and
anticipated costs of implementing such change orders. Once the
parties have agreed in writing to the engineering changes, schedule
and prices thereof, National shall promptly take all measures
required to
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incorporate such change orders into the Devices. National shall have
the right to renegotiate the price and/or its capacity commitments
hereunder if such changes will have an adverse effect on National's
assembly or test capacity.
4.0 DEVICE ACCEPTANCE/QUALIFICATION/RAMP UP
4.1 Should National agree to add new package types requested by
Fairchild, National shall utilize its Best Efforts to complete
qualification assembly of new package types as soon as possible,
including qualification lots. Fairchild shall reimburse National for
the full costs of equipment, tooling and one time start up costs
required to manufacture new packages that National will use
exclusively for Fairchild, otherwise such costs will be shared.
4.2 Fairchild shall be responsible for specifying and performing any
qualification testing deemed necessary.
4.3 National reserves the right to refuse assembly of any new Devices
which violate National internal design or processing requirements
that are introduced after the Effective Date.
4.4 National shall provide Fairchild with a preliminary ramp up
schedule, which may be subject to subsequent reduction by National
in the event unforeseen problems are encountered by National with
yields, process, capacity support, quality/reliability or other
product or process features. National shall immediately notify
Fairchild in writing of the necessity of any such reductions.
5.0 INSPECTION, ACCEPTANCE AND WARRANTY
5.1 For those Devices not tested by National, Fairchild shall conduct
incoming acceptance tests within ten (10) days after delivery at its
test facility. Upon completion of such tests, Fairchild shall
promptly report any shortage, damage or defective Devices in any
shipment. In the case of defective Devices found by Fairchild to
exceed applicable AQL and/or PPM Limits in effect as of the
Effective Date, or as subsequently agreed to in writing by the
Parties, Fairchild shall promptly ship samples of defective Devices
to National for verification. If such testing
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demonstrates that the shipment failed to meet the relevant
Specifications due to National workmanship and materials, Fairchild
may at its option either:
(a) deduct the defective Devices' purchase price from National's
invoice, in which event Fairchild shall, if requested by
National, return to National the damaged or defective Devices
at National's risk and expense; or
(b) return the damaged or defective Devices to National, at
National's risk and expense, for credit; or
(c) scrap the defective Devices at National's request for credit.
5.2 National warrants that the services provided to Fairchild hereunder
shall conform to all applicable Specifications for assembly and/or
test and shall be free from defects in material and National's
workmanship. Such warranty, however, shall not apply to the design
or operation of the Fairchild supplied Die incorporated in the
Devices. This warranty is limited to a period of one (1) year from
the date of delivery to Fairchild. If, during the one year period:
(i) National is notified promptly in writing upon discovery of any
such defect in any Device with a detailed description; and
(ii) Fairchild receives a return material authorization number from
National and returns such Device to the applicable Facility
at Fairchild's expense for inspection; and
(iii) National's examination reveals that the Device is indeed
defective and does not meet the applicable Specification or
is defective in materials or National's workmanship and such
problems are not caused by accident, abuse, misuse, neglect,
improper storage, handling, packaging or installation,
repair, alteration or improper testing or use by someone
other than National
then, within a reasonable time, National shall credit Fairchild for
such defective Device. National shall reimburse Fairchild for the
transportation charges paid by Fairchild in returning such defective
Devices
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to National. The performance of this warranty shall not act to
extend the one (1) year warranty period for any Device(s) repaired
or replaced beyond that period applicable to such Device(s) as
originally delivered.
5.3 THE FOREGOING WARRANTY CONSTITUTES NATIONAL'S EXCLUSIVE LIABILITY,
AND FAIRCHILD'S EXCLUSIVE REMEDY, FOR ANY BREACH OF WARRANTY.
NATIONAL MAKES AND FAIRCHILD RECEIVES NO WARRANTIES OR CONDITIONS ON
THE SERVICES PERFORMED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, AND NATIONAL SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.0 CAPACITY; VOLUME COMMITMENTS; PRODUCTION PLANNING
6.1 All planning herein will be done under National's accounting
calendar which currently divides its fiscal year into four (4) equal
fiscal quarters, each of which consists of three (3) fiscal periods.
The first two (2) periods of each quarter are of four (4) weeks in
duration and the third period is of (5) weeks duration.
6.2 Two (2) weeks prior to the end of each National fiscal period, or as
otherwise agreed by the Parties, Fairchild will provide to National
a baseline quantity of assembly starts set forth in terms of product
family, package and pin count, for the next eight (8) fiscal periods
(the "Capacity Request"). Fairchild's initial Capacity Request and
National's Assured Capacity response formats are set forth herein at
Exhibit B.
6.3 Each fiscal period, Fairchild may make changes to the Capacity
Request in accordance with the following table, provided that the
maximum Capacity Request for each package and pin count module does
not exceed Fairchild's share of each package and pin count module's
installed equipment capacity. Any changes outside those permitted
under the following table must be by mutual consent of the Parties.
Fiscal Periods in the
Capacity Request Permitted Changes
--------------------- -----------------
Period 1 Fixed
Period 2 +/-10%
Period 3 +/-20%
Period 4 +/-40%
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Period 5 +/-40%
Period 6 +/-40%
Period 7 +/-40%
Period 8 +/-40%
6.4 Fairchild's share of a package and pin count module's installed
equipment capacity will equal the previous National Assured Capacity
for that module, plus that percentage of any excess capacity
available in the package and pin count module equal to Fairchild's
percentage of the currently utilized capacity in said module.
Installed equipment capacity by package and pin count module is set
forth herein at Exhibit C.
6.5 One (1) work week after receipt of the Capacity Request, National
shall provide Fairchild with a response to such Capacity Request,
the "National Assured Capacity". The National Assured Capacity must
guarantee the amount requested in Fairchild's latest Capacity
Request, provided that any changes to Fairchild's latest Capacity
Request are within the limits of Paragraph 6.3. National shall
utilize its Best Efforts to comply with any requests by Fairchild
for capacity above those which are permitted under Paragraph 6.3. In
any case, National shall be obligated hereunder to provide Fairchild
with the assembly starts guaranteed in the National Assured Capacity
response. The initial National Assured Capacity response shall be
the last response provided prior to the Effective Date. Set forth
below are two examples of the foregoing:
Example #1 The new Capacity Request is less than the last National
Assured Capacity response.
Period A B C D E F G H
------ - - - - - - - -
Last Capacity Request 100 100 100 100 100 100 100 100
Last National Assured
Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 90 80 60 60 60 60 60
New National Assured
Capacity 100 90 80 60 60 60 60 60
Example #2 The new Capacity Request is greater than the last
National Assured Capacity response.
Period A B C D E F G H
------ - - - - - - - -
Last Capacity Request 100 100 100 100 100 100 100 100
Last National Assured
Capacity 100 100 100 100 100 100 100 100
New Capacity Request 100 110 120 140 140 140 140 140
New National Assured
Capacity 100 110 120 140 140 140 140 140
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6.6 The timetable for the rolling eight fiscal period Capacity Request,
the National Assured Capacity response, purchase order release and
detailed Device level assembly starts request for the next fiscal
period are set forth in Exhibit D hereto.
7.0 PURCHASE ORDERS
7.1 All purchases and sales between National and Fairchild shall be
initiated by Fairchild's issuance of written purchase orders sent by
either first class mail or facsimile. By agreement of the Parties,
purchase orders may also be sent and acknowledged by electronic data
exchange or other mutually satisfactory system. Such "blanket"
purchase orders shall be issued once per fiscal quarter for assembly
starts three (3) fiscal periods in the future. They shall state the
product family, package and pin count, and shipping and invoicing
instructions. National shall accept purchase orders through a
written or electronic acknowledgment. Upon receipt of Fairchild's
detailed Device level assembly starts request for the next fiscal
period, National shall provide Fairchild with a Product delivery
schedule either on a weekly basis as assembly is started or for the
assembly starts for the entire fiscal period, as the Parties may
agree. The purchase orders may utilize the first three (3) fiscal
periods forecast in the eight period rolling forecast supplied
pursuant to Section 6, as the embodiment of the purchase order for
specifying the assembly starts by package and pin count.
7.2 In the event of any conflict between the terms and conditions of
this Agreement and either Party's purchase order, acknowledgment, or
similar forms, priority shall be determined as follows:
(a) typewritten or handwritten terms on the face of a written
purchase order, acknowledgment or similar document or in the
main body of an electronic equivalent which have been
specifically accepted in writing by the other Party's Program
Manager;
(b) the terms of this Agreement;
(c) preprinted terms incorporated in the purchase order,
acknowledgment or similar document.
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7.3 Consistent with standard practices of issuing specific Device level
details of part numbers to be assembled on a weekly or periodic
basis, Fairchild may unilaterally change the part number to be
manufactured, provided that National agrees that the change does not
negatively impact National's loadings and provided further that
there is no change in the package and pin count to be used. A change
that will negatively impact loading or alter the package and pin
count may only be directed upon National's written agreement, which
shall utilize its Best Efforts to comply with such requested change.
The specific part number detail shall be submitted by first class
mail or facsimile. By written agreement of the Parties, specific
part number detail may also be sent by electronic data exchange, or
other mutually satisfactory system.
7.4 Fairchild shall request delivery dates which are consistent with
National's reasonable lead times for each Device as indicated at the
time Fairchild's purchase order is placed. Notwithstanding the
foregoing, National shall utilize its Best Efforts to accommodate
requests by Fairchild for quick turnarounds or "hot lots", which
includes prototype lots. Hot lot cycle times shall be a fifty
percent (50%) reduction of standard cycle time with a $2,000 lot
charge.
7.5 National may manufacture lots of any size which satisfy the
requirements of effective manufacturing. However, Fairchild must
place orders for full flow and prototype Products in minimum lot
sizes of three thousand (3,000) Devices.
8.0 PRICING AND PAYMENT
8.1 Set forth herein at Exhibit F is the forecasted volume of assembly
services that Fairchild will purchase from National during the
initial thirty-nine (39) fiscal periods (the "Forecast Volumes").
The Forecast Volumes are for pricing purposes under this Section 8
only and may vary in magnitude and mix in practice, whereupon the
prices applicable to the revised magnitude and mix may also vary.
8.2 The Parties hereby acknowledge that the prices for
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assembly and test services to be provided by National to Fairchild
as set forth herein are determined based on the collateral
transactions and ongoing relationship between the Parties as
expressed in the Purchase Agreement, Revenue Side Letter and
corresponding Fairchild Foundry Services Agreement, Fairchild
Assembly Services Agreement and Mil/Aero Wafer and Services
Agreement, all of even date herewith between the Parties
(collectively, the "Operating Agreements"). Set forth in Exhibit F
hereto are the prices which Fairchild shall pay to National for
standard assembly and test services hereunder during the first six
(6) fiscal periods of this Agreement. The prices in Exhibit F for
fiscal periods 7 through 39 are for information purposes only and
are based on the Parties' best estimate of forecast volumes and
projected costs.
8.3 The methodology under which prices which Fairchild shall pay to
National for standard assembly and test services hereunder after the
first six (6) fiscal periods of this Agreement is set forth herein
at Exhibit K.
8.4 For purposes of Exhibit K, Fairchild, or any "Big 6" accounting firm
designated by Fairchild, shall have reasonable rights, not more than
twice per fiscal year, to audit the books and records of National
relevant to the pricing terms of this Agreement in order to come to
agreement with National with regard to National's actual
manufacturing costs.
8.5 Prices are quoted and shall be paid in U.S. Dollars. Such prices are
on an FOB ship point basis. Payment terms are net thirty (30) from
date of invoice. Miscellaneous services may be invoiced separately.
8.6 Fairchild shall pay, in addition to the prices quoted or invoiced,
the amount of any freight, insurance, special handling and duties.
Fairchild shall also pay all sales, use, excise or other similar tax
applicable to the sale of goods or provision of services covered by
this Agreement, or Fairchild shall supply National with an
appropriate tax exemption certificate.
8.7 Quoted prices are based on the use of standard National processes
and on the assumption that Fair-
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child's product is readily accommodated by National's
assembly/handling equipment and processes. Any changes that must be
made thereto shall result in additional charges to Fairchild that
are mutually agreed to by the Parties.
8.8 Unless otherwise noted, quoted prices for assembly shall include
packing, marking and testing in accordance with the Specifications
for Devices that are in production as of the Effective Date. For new
Devices added after the Effective Date, pricing will reflect
specifications and any special requirements for the Device, such as
multi-insertion testing.
8.9 Should yields below historical levels be directly attributable to
Die, materials, processes or documentation provided by Fairchild,
then Fairchild shall be charged for the full price of Devices begun
in assembly, including handling, incurred by National in processing
such units.
8.10 Should Fairchild terminate any order prior to process completion,
Fairchild shall be charged a prorated portion of the full price of
such Device, subject to a negotiated adjustment, based on the
process termination point, including handling incurred by National
in processing the total quantity started in assembly.
8.11 National may invoice Fairchild for complete or partial lots (kits).
8.12 Fairchild shall in no event be required to pay prices in excess of
those charged by National for other third party customers, for
substantially similar services sold on substantially similar terms
(e.g., volume, payment terms, manufacturing criteria, contractual
commitments vs. spot buys, etc.). In the event National desires to
perform services for other third party customers at such lower
prices, National shall immediately notify Fairchild and Fairchild
shall begin receiving the benefit of such lower price at the same
time as such other third party customer. This Paragraph 8.12 shall
not apply to the prices to be paid by Fairchild hereunder for the
first twelve (12) fiscal periods of this Agreement, or if Fairchild
fails to honor its fixed commitments under Section 6 and to the
extent that such sales by National to third party customers are
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only made in an attempt to make up for any underutilization of
capacity thereby caused by Fairchild.
8.13 For assembly and test services not reflected in Exhibit F, terms
shall be on an individual purchase order basis at prices to be
negotiated by the Parties using a methodology based on that set
forth in Exhibit K.
9.0 DELIVERY; RESCHEDULING AND CANCELLATION
9.1 National shall make reasonable and diligent efforts to deliver
assembled and/or tested Devices on the delivery dates published to
Fairchild. Any shipment made within +/- 3 days of the shipment
date(s) published to Fairchild shall constitute timely shipment.
9.2 All Devices delivered pursuant to the terms of this Agreement shall
be suitably packed for shipment in Fairchild's specified containers,
marked for shipment to Fairchild's address set forth in the
applicable purchase order and delivered to a carrier or forwarding
agent chosen by Fairchild. National shall not be responsible for
delays in shipment resulting from Fairchild's failure to supply
National with an adequate supply of Fairchild's specified
containers. Should Fairchild fail to designate a carrier, forwarding
agent or type of conveyance, National shall make such designation in
conformance with its standard shipping practices. Shipment will be
F.O.B. shipping point, at which time risk of loss and title shall
pass to Fairchild. Shipments will be subject to incoming inspection
as set forth in Paragraph 5.1 above.
9.3 Fairchild may, with National's prior written consent, reschedule
delivery of any order of assembled and/or tested Devices once each
fiscal period.
9.4 Subject to the provisions of Section 6 hereof, Fairchild may cancel
any purchase order at least two (2) weeks prior to the commencement
of work by National without charge, provided that Fairchild
reimburses National for the cost of any unique raw materials
purchased after such purchase order has been placed, and provided
further that National had provided Fairchild with a listing of
materials it
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considers unique.
10.0 QUALITY AND YIELD PROGRAMS
10.1 National shall maintain continuous cost, quality and yield
enhancement programs throughout the term of this Agreement.
10.2 National shall support Fairchild quality programs and shall supply
to Fairchild reports and/or manufacturing data in standard National
format that are in effect and which are required as of the Effective
Date.
10.3 National hereby warrants that the Facilities currently are, and will
remain throughout the term of this Agreement, ISO9000 certified.
11.0 ON-SITE INSPECTION AND INFORMATION
11.1 National shall allow Fairchild and/or Fairchild's customers to visit
and evaluate the Facilities during normal business hours as part of
established source inspection programs, it being understood and
agreed between Fairchild and National that Fairchild must obtain the
concurrence of National for the scheduling of all such visits, which
such concurrence shall not be unreasonably withheld. It is
anticipated that these visits will occur not more than once per
quarter, on average.
11.2 Upon Fairchild's written request, National will provide Fairchild
with process control information, to include but not be limited to:
SPC, yield and other detailed assembly and test quality and
reliability data and associated analyses required to support
Fairchild and Fairchild's customers' quality and reliability
programs. Except for exigent circumstances, such requests shall not
be made more than twice per year for a given category of
information.
11.3 Upon Fairchild's request and National's agreement which shall not be
unreasonably withheld, National shall provide Fairchild engineers
with access to the Facilities to the extent necessary to perform
yield improvement and product management updates relevant to this
Agreement. Fairchild's engineers
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will comply with all applicable National regulations in force at the
Facilities and Fairchild hereby agrees to hold National harmless for
any damages or liability caused by any such Fairchild engineer,
which are attributable to:
(i) the negligence or willful malfeasance of such engineer, and
(ii) any failure to comply with National's regulations in force at
the Facilities or with applicable law.
12.0 REPORTS AND COMMUNICATIONS
12.1 Each Party hereby appoints a Program Manager whose responsibilities
shall include acting as a focal point for the technical and
commercial discussions between them related to the subject matter of
this Agreement, to include monitoring within his or her respective
company the distribution of Confidential Information received from
the other Party and assisting in the prevention of the unauthorized
disclosure of Confidential Information within the company and to
third parties. The Program Managers shall also be responsible for
maintaining pertinent records and arranging such conferences,
visits, reports and other communications as are necessary to fulfill
the terms and conditions of this Agreement. The names, addresses and
telephone numbers of the Program Managers will be communicated
between the Parties from time to time.
13.0 EXPORT CONTROL
13.1 The Parties acknowledge that each must comply with all rules and
laws of the United States government relating to restrictions on
export. Each Party agrees to use its Best Efforts to obtain any
export licenses, letters of assurance or other documents necessary
with respect to this Agreement.
13.2 Each Party agrees to comply fully with United States export laws and
regulations, assuring the other Party that, unless prior
authorization is obtained from the competent United States
government agency, the receiving Party does not intend and shall not
knowingly export or re-export, di-
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rectly or indirectly, any wafers, Die, Devices, technology or
technical information received hereunder, that would be in
contravention of any laws and regulations published by any United
States government agency.
14.0 TERM AND TERMINATION
14.1 The term of this Agreement shall be thirty-nine (39) fiscal periods
from the Effective Date; provided, however that the Parties shall
not less than eight (8) fiscal periods prior to the end of such
thirty-ninth (39th) fiscal period determine in good faith a
ramp-down schedule of production so as to minimize disruption to
both Parties. If the Parties are unable to agree on the terms
governing a ramp-down, Fairchild shall be allowed to reduce its
purchase commitment by not more than twenty percent (20%) per fiscal
quarter, starting one fiscal quarter after the initial thirty-nine
(39) fiscal period term of this Agreement. Fairchild will provide
National with not less than ninety (90) days prior written notice of
any such reduction.
14.2 This Agreement may be terminated, in whole or in part, by one Party
sending a written notice to the other Party of its election to
terminate, which notice specifies the reason for the termination,
upon the happening of any one or more of the following events:
(a) the other Party is the subject of a petition filed in a
bankruptcy court of competent jurisdiction, whether voluntary
or involuntary, which petition in the event of an involuntary
petition is not dismissed within sixty (60) days; if a
receiver or trustee is appointed for all or a substantial
portion of the assets of the other Party; or if the other
Party makes an assignment for the benefit of its creditors; or
(b) the other Party fails to perform substantially any material
covenant or obligation, or breaches any material
representation or warranty provided for herein; provided,
however, that no right of termination shall arise hereunder
until sixty (60) days after receipt of written notice by the
Party who has failed to
-17-
perform from the other Party, specifying the failure of
performance, and said failure having not been remedied or
cured during said sixty (60) day period.
14.3 Upon termination of this Agreement, all rights granted hereunder
shall immediately terminate and each Party shall return to the other
Party any property belonging to the other Party which is in its
possession, except that National may continue to retain and use any
rights or property belonging to Fairchild solely for the period
necessary for it to finish manufacturing the currently forecasted
National Assured Capacity and/or complete any production ramp-down
activity. Nothing in this Section 14 is intended to relieve either
Party of any liability for any payment or other obligations existing
at the time of termination.
14.4 The provisions of Sections 13, 15 and Paragraphs 5.2, 5.3, 16.5 and
16.8 shall survive the termination of this Agreement for any reason.
15.0 CONFIDENTIALITY
15.1 For purposes of this Agreement, "Confidential Information" shall
mean all proprietary information, including Fairchild and/or
National trade secrets relating to the subject matter of this
Agreement disclosed by one of the Parties to the other Party in
written and/or graphic form and originally designated in writing by
the disclosing Party as Confidential Information or by words of
similar import, or, if disclosed orally, summarized and confirmed in
writing by the disclosing Party within thirty (30) days after said
oral disclosure, that the orally disclosed information is
Confidential Information.
15.2 Except as may otherwise be provided in the Technology Licensing and
Transfer Agreement between the Parties of even date herewith, each
Party agrees that it will not use in any way for its own account, or
for the account of any third party, nor disclose to any third party
except pursuant to this Agreement, any Confidential Information
revealed to it by the other Party. Each Party shall take every
reasonable precaution to protect the confidentiality of said
information. Each Party shall use the
-18-
same standard of care in protecting the Confidential Information of
the other Party as it normally uses in protecting its own trade
secrets and proprietary information.
15.3 Notwithstanding any other provision of this Agreement, no
information received by a Party hereunder shall be Confidential
Information if said information is or becomes:
(a) published or otherwise made available to the public other than
by a breach of this Agreement;
(b) furnished to a Party by a third party without restriction on
its dissemination;
(c) approved for release in writing by the Party designating said
information as Confidential Information;
(d) known to, or independently developed by, the Party receiving
Confidential Information hereunder without reference to or use
of said Confidential Information; or
(e) disclosed to a third party by the Party transferring said
information hereunder without restricting its subsequent
disclosure and use by said third party.
15.4 In the event that either Party either determines on the advice of
its counsel that it is required to disclose any information pursuant
to applicable law or receives any demand under lawful process to
disclose or provide information of the other Party that is subject
to the confidentiality provisions hereof, such Party shall notify
the other Party prior to disclosing and providing such information
and shall cooperate at the expense of the requesting Party in
seeking any reasonable protective arrangements requested by such
other Party. Subject to the foregoing, the Party that receives such
request may thereafter disclose or provide information to the extent
required by such law (as so advised by counsel) or by lawful
process.
16.0 GENERAL
-19-
16.1 AMENDMENT: This Agreement may be modified only by a written document
signed by duly authorized representatives of the Parties.
16.2 FORCE MAJEURE: A Party shall not be liable for a failure or delay in
the performance of any of its obligations under this Agreement where
such failure or delay is the result of fire, flood, or other natural
disaster, act of God, war, embargo, riot, labor dispute,
unavailability of raw materials or utilities (provided that such
unavailability is not caused by the actions or inactions of the
Party claiming force majeure), or the intervention of any government
authority, providing that the Party failing in or delaying its
performance immediately notifies the other Party of its inability to
perform and states the reason for such inability.
16.3 ASSIGNMENT: This Agreement may not be assigned by any Party hereto
without the written consent of the other Party; provided that
Fairchild may assign its rights but not its obligations hereunder as
collateral security to any bona fide financial institution engaged
in acquisition financing in the ordinary course providing financing
to consummate the transactions contemplated by the Purchase
Agreement or any bona fide financial institution engaged in
acquisition financing in the ordinary course through whom such
financing is refunded, replaced, or refinanced and any of the
foregoing financial institutions may assign such rights in
connection with a sale of Fairchild or the Business in the form then
being conducted by Fairchild substantially as an entirety. Subject
to the foregoing, all of the terms and provisions of this Agreement
shall be binding upon, and inure to the benefit of, and shall be
enforceable by, the respective successors and assigns of the Parties
hereto.
16.4 COUNTERPARTS: This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and
all of which together shall constitute but one and the same
instrument.
16.5 CHOICE OF LAW: This Agreement, and the rights and obligations of the
Parties hereto, shall be interpreted and governed in accordance with
the laws of the State of California, without giving effect to its
conflicts of law provisions.
-20-
16.6 WAIVER: Should either of the Parties fail to exercise or enforce any
provision of this Agreement, such failure shall not be construed as
constituting a waiver or a continuing waiver of its rights to
enforce such provision or right or any other provision or right.
Should either of the Parties waive any provision or right under this
Agreement, such waiver shall not be construed as constituting a
waiver of any other provision or right.
16.7 SEVERABILITY: If any provision of this Agreement or the application
thereof to any situation or circumstance shall be invalid or
unenforceable, the remainder of this Agreement shall not be
affected, and each remaining provision shall be valid and
enforceable to the fullest extent.
16.8 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
RESULTING FROM THE OTHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM
UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE, OR USE OF ANY
GOODS OR SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF
WHETHER THE NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR NOT.
16.9 EFFECT OF HEADINGS: The headings and sub-headings contained herein
are for information purposes only and shall have no effect upon the
intended purpose or interpretation of the provisions of this
Agreement.
16.10 INTEGRATION: The agreement of the Parties, which is composed of this
Agreement and the Exhibits hereto and the documents referred to
herein, constitutes the entire agreement and understanding between
the Parties with respect to the subject matter of this Agreement and
integrates all prior discussions and proposals (whether oral or
written) between them related to the subject matter hereof.
16.11 PUBLIC ANNOUNCEMENT: Prior to the closing of the transactions
contemplated under the Purchase Agreement, neither Fairchild nor
National shall, without the approval of the other Party hereto, make
any press release or other public announcement concerning the terms
of the transactions contemplated by
-21-
this Agreement, except as and to the extent that any such Party
shall be so obligated by law, in which case the Party shall use its
Best Efforts to advise the other Party thereof and the Parties shall
use their Best Efforts to cause a mutually agreeable release or
announcement to be issued; provided that the foregoing shall not
preclude communications or disclosures necessary to (a) implement
the provisions of this Agreement or (b) comply with accounting,
securities laws and Securities and Exchange Commission disclosure
obligations. Fairchild shall provide National with a reasonable
opportunity to review and comment on any references to National made
by Fairchild (and shall not include any such references to National
without the written consent of National, which consent shall not be
unreasonably withheld or delayed) in any written materials that are
intended to be filed with the Securities and Exchange Commission in
connection with obtaining financing required to effect the
transactions contemplated in connection with the Purchase Agreement
or intended to be distributed to prospective purchasers pursuant to
an offering made under Rule 144A promulgated under the Securities
Act of 1933 in connection with obtaining such financing.
16.12 NO PARTNERSHIP OR AGENCY CREATED: Nothing contained herein or done
pursuant to this Agreement shall constitute the Parties as entering
upon a joint venture or partnership, or shall constitute either
Party the agent for the other Party for any purpose or in any sense
whatsoever.
16.13 BINDING EFFECT: This Agreement and the rights and obligations
hereunder shall be binding upon and inure to the benefit of the
Parties hereto and to their respective successors and assigns.
16.14 NOTICES: All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in
writing and shall be deemed to have been duly given when received if
personally delivered; when transmitted if transmitted by telecopy,
electronic or digital transmission method; the day after it is sent,
if sent for next day delivery to a domestic address by a recognized
overnight delivery service (e.g., Federal Express); and upon
receipt, if sent by certified or registered mail, return receipt
requested. In each case
-22-
notice shall be sent to:
National: National Semiconductor Corporation
2900 Semiconductor Drive
P.O. Box 58090
M/S 16-135
Santa Clara, CA 95052-8090
Attn: General Counsel
FAX: (408) 733-0293
-23-
Fairchild: Fairchild Semiconductor Corporation
M/S 01-00 (General Counsel)
333 Western Avenue
South Portland, ME 04106
FAX: (207) 761-6020
or to such other place as such Party may designate as to itself by
written notice to the other Party.
IN WITNESS WHEREOF, the Parties have had this Agreement executed by their
respective duly authorized officers on the day and date first written above. The
persons signing warrant that they are duly authorized to sign for and on behalf
of the respective Parties.
FAIRCHILD SEMICONDUCTOR CORPORATION
By: /s/ Joseph R. Martin
--------------------------------
Title: Executive Vice President, CFO
NATIONAL SEMICONDUCTOR CORPORATION
By: /s/ John M. Clark III
--------------------------------
Title: Senior Vice President
-24-
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT B
- ------------------------------------------------------------------------------------------------------------------------------------
CAPACITY REQUEST AND RESPONSE FORMAT
- ------------------------------------------------------------------------------------------------------------------------------------
FYXX FYXX FYXX FYXX FYXX FYXX FYXX FYXX
- ------------------------------------------------------------------------------------------------------------------------------------
STOCK S PROD ASY TLO MINIMUM PER PER PER PER PER PER PER PER
- ------------------------------------------------------------------------------------------------------------------------------------
NO TYP BF MFLO GROUP LEAD LO PC CUST MISC STOCK 1 2 3 4 5 6 7 8
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
065959 F SO SO14W 0202DL12 NMSOW014 EM
- ------------------------------------------------------------------------------------------------------------------------------------
065917 F SO SO16W 0202DL12 NMSOW016 EM
- ------------------------------------------------------------------------------------------------------------------------------------
065917 F SO SO16W 0202DL13 NMSOW016 EM
- ------------------------------------------------------------------------------------------------------------------------------------
023077 F SO SO08N 0202FL02 NMSON008 EM
- ------------------------------------------------------------------------------------------------------------------------------------
024625 F SO SO08N 0202FL04 NMSON008 EM
- ------------------------------------------------------------------------------------------------------------------------------------
065917 F SO SO16W 0202FL06 NMSOW016 EM
- ------------------------------------------------------------------------------------------------------------------------------------
001202 F F30 IDF 0202DL13 NMDIPO24 SG
- ------------------------------------------------------------------------------------------------------------------------------------
001195 F F30 IDF 0202DL13 NMDIP024 SG
- ------------------------------------------------------------------------------------------------------------------------------------
021948 F AGG SD300 0202FL04 JCDIP02S SG
- ------------------------------------------------------------------------------------------------------------------------------------
065885 F PCC PCC28 0202FL04 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
065889 F PCC PCC28 0202FL04 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
027408 F PCC PCC28 0202FL04 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
001195 F F30 IDF 0202FL06 NMDIP024 SG
- ------------------------------------------------------------------------------------------------------------------------------------
065771 F PCC PCC20 0202FL06 NMPCC020 SGG
- ------------------------------------------------------------------------------------------------------------------------------------
065889 F PCC PCC28 0202FL06 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
065889 F PCC PC28 0202FL07 NMPCC028 SG
- ------------------------------------------------------------------------------------------------------------------------------------
001195 F F30 IDF 0202FL14 NMDIP024 SG
- ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT C
TOTAL NS MALACCA CAPACITY
--------------------
Workdays
---------------------------------------
--------- in K units STS 288.6 288.6
Lead Type Daily RunRate --------------------
FY98 FY99
- ---------------------------------------------------------------------------
Assembly Molded Dip 8 703.1 202915 202915
- ---------------------------------------------------------------------------
14/6e 413.5 119336 119336
---------------------------------------------------
14ss 30 8658 8658
---------------------------------------------------
16ss 12.9 3723 3723
---------------------------------------------------
16P6 17.1 4935 4935
---------------------------------------------------
11/22 11.5 3319 3319
---------------------------------------------------
28 139.6 40289 40289
---------------------------------------------------
1328 383174 383174
---------------------------------------------------
- ---------------------------------------------------------------------------
Assembly JEDEC 8N 1692 488311 488311
- --------- SOIC ---------------------------------------------------
14N 548.6 158326 158326
---------------------------------------------------------------
14W 32.7 9437 9437
---------------------------------------------------
16W 51 14719 14719
---------------------------------------------------
20W 48.3 13939 13939
---------------------------------------------------
24W 28.2 8139 8139
---------------------------------------------------
2401 392871 692871
---------------------------------------------------
- ---------------------------------------------------------------------------
Assembly TO220 3 384.2 110880 110880
- ---------------------------------------------------------------------------
5 187.7 54170 54170
---------------------------------------------------
7 20.6 5945 5945
---------------------------------------------------
11 72.7 20981 20981
- ---------------------------------------------------------------------------
Assembly TO263 3/5 27.6 7965 7965
- ---------------------------------------------------------------------------
7/9 12.7 3665 3665
---------------------------------------------------
15 25.0 7215 7215
---------------------------------------------------
731 210822 210822
---------------------------------------------------
- ---------------------------------------------------------------------------
Assembly HYBRID 11 8.4 2424 2424
- --------- T0220 ---------------------------------------------------
12 8.8 2540 2540
---------------------------------------------------------------
17 4964 4964
-----------------------------------
- ---------------------------------------------------------------------------
Assembly ISOLATED 11/15 16.9 4877 4877
TO220 ---------------------------------------------------
---------
- ---------------------------------------------------------------------------
Assembly IPS 24 10.0 2886 2886
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Assembly SOT23 5 238.8 68918 68918
- ---------------------------------------------------------------------------
-2-
NSSG FACILITY CAPACITY
DAILY
PLCC RUNRATE FY98 FY99
---- ------- ---- ----
20L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
28L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
44L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
52L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
68L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
84L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
MDIP
----
24L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
28L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
40L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
48L [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]
-3-
NOTE: VOLUMES INDICATED ARE IN K UNITS
-4-
Section 6 Schedule 'D'
Proposed Scheduling Table
FORECAST TIMETABLE
Period 12 Period 1 Period 2 Period 3
1 2 3 4 5 1 2 3 4 1 2 3 4 1 2 3 4 5
1
2 ZA A A ZA
3
4
5 R Y R Y R Y R Y
R = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
Y = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
Z = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
A = [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION]
-5-
Foundry "Flip" Agreement
Logic Demand on NSC
ACT ACT FC
Q197 Q297 Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400 FY98 FY99 FY00
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Fab Starts TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
W cost + TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
markup
Revenue TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
K$
Assembly
Volume (K u) EM NMSON08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SG JC DIP02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD (per K EM NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
NMSOW14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD+Markup EM NMSON [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSO16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD per K SG JC DIP 02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy) MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD&Markup SG JC DIP 02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Total
Revenue K$
TE CS80 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
-6-
EM NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(97% NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
yld)
NMSOW 16 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SG JC DIP 02S [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(97% MDIP 24 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
yld)
MPCC 20 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
MPCC 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Total [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Revenue
Total Cost [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
-7-
Foundry "Flip" Agreement
Memory Demand on NSC
Exhibit F
ACT ACT FC
Q197 Q297 Q497 Q198 Q298 Q398 Q498 Q199 Q299 Q399 Q499 Q100 Q200 Q300 Q400 FY98 FY99 FY00
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
TE
Starts(K) CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Wafer Cost CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Cost & Markup CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Revenue CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Cost CS160EE [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
EM
Starts(K) NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD (assy) NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
CLD & Markup NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Revenue NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Cost NMSON 08 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
NMSOW 14 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
SG
Starts PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
CLD PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
test
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
CLD & Markup PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
Revenue PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
-8-
Cost PNP QFP 48 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test
PNP PLCC 52 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(test)
PDIP 28 [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
(assy)
Total Revenue K $ [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
Total Cost [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
-9-
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
-10-