Integrated Telecom Express Inc/ Ca Sample Contracts

Integrated Telecom Express Inc/ Ca – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (April 24th, 2003)

Integrated Telecom Express, Inc. (the “Debtor”), having filed its voluntary petition for relief under chapter 11 of title 11 of the United States Code (as amended, the “Bankruptcy Code”) on October 8, 2002 (the “Petition Date”) commencing the above-captioned bankruptcy case (the “Chapter 11 Case”); and

Integrated Telecom Express Inc/ Ca – Short-term investments 78,043 Restricted cash 5,955 Prepaid and other current assets 1,438 Total current assets 109,717 Property and equipment, net 161 Total assets $ 109,878 Accounts payable and accrued liabilities $ 2,250 Liabilities subject to compromise 5,128 Total liabilities 7,378 Common stock 43 Additional paid-in capital 213,656 Deferred stock-based compensation (374 ) Note receivable from stockholder (76 ) Accumulated deficit (110,655 ) Accumulated other comprehensive loss (94 ) Total stockholders’ equity 102,500 Total liabilities and stockholders’ equity $ 109,878 (April 24th, 2003)
Integrated Telecom Express Inc/ Ca – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (April 24th, 2003)

Pursuant to chapter 11, title 11 of the United States Code, 11 U.S.C. sections 101 through 1330, Integrated Telecom Express, Inc., the debtor and debtor in possession in the above-captioned chapter 11 case, hereby submits the following Plan of Liquidation:

Integrated Telecom Express Inc/ Ca – INTEGRATED TELECOM EXPRESS, INC. JAMES G. REGEL SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 14th, 2002)

This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into as of October 4, 2002 (the “Effective Date”) by and between Integrated Telecom Express, Inc. (the “Company”) and James G. Regel (“Executive”), and replaces and supercedes in its entirety the employment agreement entered into between the Company and Executive as of September 24, 2001 (the “Old Employment Agreement”) and the amended and restated employment agreement dated May 16, 2002 (the “First Amended and Restated Employment Agreement”).

Integrated Telecom Express Inc/ Ca – Re: Addendum to Offer Letter (November 14th, 2002)

This letter acts as an addendum (the “Addendum”) to the offer letter dated August 18, 1997 (the “Offer Letter”) between you and Integrated Telecom Express, Inc. (the “Company”). This Addendum amends the Offer Letter and supersedes all provisions related to severance and target bonus payments, effective September 6, 2002 (the “Effective Date”). All other provisions of the Offer Letter shall remain in full force and effect.

Integrated Telecom Express Inc/ Ca – INTEGRATED TELECOM EXPRESS, INC. JAMES E. WILLIAMS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 14th, 2002)

This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into as of October 4, 2002 (the “Effective Date”) by and between Integrated Telecom Express, Inc. (the “Company”) and James E. Williams (“Executive”), and replaces and supercedes in its entirety the employment agreement entered into between the Company and Executive as of October 8, 2001 (the “Old Employment Agreement”) and the amended and restated employment agreement dated May 16, 2002 (the “First Amended and Restated Employment Agreement”).

Integrated Telecom Express Inc/ Ca – Integrated Telecom Express to File for Chapter 11 Bankruptcy Protection SAN JOSE, Calif., Oct. 8, 2002 — Integrated Telecom Express, Inc. (ITeX) (Nasdaq: ITXI—News), today reported that the Company’s Board of Directors has approved the filing of a voluntary petition for relief under Chapter 11 of the federal bankruptcy code in the United States Bankruptcy Court for the District of Delaware. Under Chapter 11, the Company retains control of its assets and is authorized to operate its business as a debtor-in-possession while being subject to the jurisdiction of the Bankruptcy Court. After careful (October 11th, 2002)

This document contains forward-looking statements that involve risks and uncertainties that may cause actual results to differ. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements regarding the liquidation of the Company and the amount of liquidation proceeds that may be available for distribution, in accordance with the bankruptcy process or otherwise. Furthermore, the bankruptcy proceedings may involve litigations, and the results of litigations, including the amount of claims to which the Company may be subject, are inherently unpredictable. As a result of these and other risks, the Company may not be able to generate meaningful cash, or any cash, which could be returned to its stockholders, and the timing of any distribution to stockholders is uncertain at this time. The Company also refers readers to the risk factors identified in its Annual Report on Form 10- K and quarterly report on For

Integrated Telecom Express Inc/ Ca – Re: Addendum to Offer Letter (August 13th, 2002)

Exhibit 10.51 June 14, 2002 Jim Stair 1329 Vancouver Ave. Burlingame, CA 94010 Re: Addendum to Offer Letter Dear Jim, This letter acts as an addendum (the "Addendum") to the offer letter dated April 20, 2001 (the "Offer Letter") between you and Integrated Telecom Express, Inc. (the "Company"). This Addendum amends the Offer Letter and supersedes all provisions related to severance and target bonus payments, effective July 31, 2002 (the "Effective Date"). All other provisions of the Offer Letter shall remain in full force and effect. In consideration for your continued employment with the Company and to assist in its liquidation process (the "Liquidation"), you shall be entitled to the following: Upon the date that the shareholders approve the Liquidation of the Company, your outstanding options to purchase common stock of the Company (the "Options") shall imm

Integrated Telecom Express Inc/ Ca – ASSET PURCHASE AGREEMENT (August 13th, 2002)

Exhibit 10.52 EXECUTION COPY ASSET PURCHASE AGREEMENT BETWEEN REAL COMMUNICATIONS, INC. AND INTEGRATED TELECOM EXPRESS, INC. June 13, 2002 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS...........................................................................................

Integrated Telecom Express Inc/ Ca – JAMES E. WILLIAMS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 13th, 2002)

EXHIBIT 10.49 INTEGRATED TELECOM EXPRESS, INC. JAMES E. WILLIAMS AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is entered into as of May 16, 2002 (the "Effective Date") by and between Integrated Telecom Express, Inc. (the "Company") and James E. Williams ("Executive"), and replaces and supercedes in its entirety the employment agreement entered into between the Company and Executive as of October 8, 2001 (the "Old Employment Agreement"). RECITALS A. The Company's Board of Directors (the "Board") has adopted and announced a plan to wind up and liquidate the Company (the "Liquidation"), pursuant to which the Company will discontinue all of its operations and, subject to stockholder approval, distribute the assets of the Company to the Company's stockholders. B. The

Integrated Telecom Express Inc/ Ca – JAMES G. REGEL AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 13th, 2002)

EXHIBIT 10.48 EXECUTION COPY INTEGRATED TELECOM EXPRESS, INC. JAMES G. REGEL AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is entered into as of May 16, 2002, (the "Effective Date") by and between Integrated Telecom Express, Inc. (the "Company"), and James G. Regel ("Executive"), and replaces and supercedes in its entirety the Agreement entered into between the Company and Executive on September 24, 2001 (the "Old Employment Agreement"). RECITALS A. The Company's Board of Directors (the "Board") has adopted and announced a plan to wind up and liquidate the Company (the "Liquidation"), pursuant to which the Company will discontinue all of its operations and, subject to stockholder approval, distribu

Integrated Telecom Express Inc/ Ca – Re: Addendum to Offer Letter (August 13th, 2002)

Exhibit 10.50 June 12, 2002 Kenyon Mei 2978 Grapevine Terrace Fremont, CA 94539 Re: Addendum to Offer Letter Dear Kenyon, This letter acts as an addendum (the "Addendum") to the offer letter dated August 27, 2001 (the "Offer Letter") between you and Integrated Telecom Express, Inc. (the "Company"). This Addendum amends the Offer Letter and supersedes all provisions related to severance and target bonus payments, effective June 30, 2002 (the "Effective Date"). All other provisions of the Offer Letter shall remain in full force and effect. In consideration for your continued employment with the Company and to assist in its liquidation process (the "Liquidation"), you shall be entitled to the following: Upon the date that the shareholders approve the Liquidation of the Company, your outstanding options to purchase common stock of the Company (the "Options") shal

Integrated Telecom Express Inc/ Ca – JAMES E. WILLIAMS EMPLOYMENT AGREEMENT (April 1st, 2002)

Exhibit 10.47 INTEGRATED TELECOM EXPRESS, INC. JAMES E. WILLIAMS EMPLOYMENT AGREEMENT This Agreement is entered into as of October 8, 2001, (the "Effective Date") by and between Integrated Telecom Express, Inc. (the "Company"), and James E. Williams ("Executive"). 1. Duties and Scope of Employment. ------------------------------ (a) Positions and Duties. As of the Effective Date, Executive will -------------------- serve as Senior Vice President Finance, Treasurer and Chief Financial Officer of the Company. Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company, as shall reasonably be assigned to him by the Company's Chief Executive Officer (the "CEO"). The period of Executive's employment under this Agreement is referred to here

Integrated Telecom Express Inc/ Ca – INTEGRATED TELECOM EXPRESS, INC. 2001 DIRECTOR OPTION PLAN (November 13th, 2001)
Integrated Telecom Express Inc/ Ca – Cooperation Framework Agreement on TCL Network's "Partners World" (November 13th, 2001)

TCL Network Equipment Co., Ltd mainly engages in the development, manufacture and distribution of broadband network platform equipment and broadband access terminal products. It has strong capability for competition and the advantage of brand in aspects of commercializing of new technology, industry and distribution channel.

Integrated Telecom Express Inc/ Ca – AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENT (November 13th, 2001)
Integrated Telecom Express Inc/ Ca – INTEGRATED TELECOM EXPRESS, INC. JAMES G. REGEL EMPLOYMENT AGREEMENT (November 13th, 2001)

This Agreement is entered into as of September 24, 2001, (the "Effective Date") by and between Integrated Telecom Express, Inc. (the "Company"), and James G. Regel ("Executive").

Integrated Telecom Express Inc/ Ca – INTEGRATED TELECOM EXPRESS, INC. 2000 STOCK PLAN (ADOPTED MAY 10, 2000) (AMENDED MAY 18, 2001) (November 13th, 2001)
Integrated Telecom Express Inc/ Ca – INTEGRATED TELECOM EXPRESS, INC. 2001 NONSTATUTORY STOCK OPTION PLAN (November 13th, 2001)
Integrated Telecom Express Inc/ Ca – SETTLEMENT AGREEMENT AND RELEASE (August 14th, 2001)

This Settlement Agreement and Release ("Agreement") is made by and between Integrated Telecom Express, Inc. (the "Company"), and Richard H. Forte ("Employee").

Integrated Telecom Express Inc/ Ca – PREFERRED STOCK RIGHTS AGREEMENT (April 17th, 2001)

EXHIBIT 4.6 INTEGRATED TELECOM EXPRESS, INC. AND FLEET NATIONAL BANK RIGHTS AGENT PREFERRED STOCK RIGHTS AGREEMENT DATED AS OF APRIL 4, 2001 TABLE OF CONTENTS PAGE ---- Section 1 Certain Definitions ................................................ 1 Section 2 Appointment of Rights Agent ........................................ 7 Section 3 Issuance of Rights Certificates .................................... 7 Section 4 Form of

Integrated Telecom Express Inc/ Ca – LEASE AGREEMENT (November 14th, 2000)

Exhibit 10.1 LEASE AGREEMENT BETWEEN INTEGRATED TELECOM EXPRESS, INC. AND GRANUM HOLDINGS, A CALIFORNIA LIMITED PARTNERSHIP 1. PARTIES. THIS LEASE is entered into effective September 21, 2000 between Granum Holdings, a California Limited Partnership and Integrated Telecom Express, Inc, a Delaware Corporation, hereinafter called, respectively, "Landlord" and Tenant". 2. PREMISES. Landlord hereby leases to Tenant, and Tenant leases from Landlord, those certain Premises with the appurtenances, situated in the City of San Jose, County of Santa Clara, State of California, more particularly described as follows, to-wit: That certain real property commonly known and designated as 400 Race Street containing a building (the "Building") consisting of 48,144 square

Integrated Telecom Express Inc/ Ca – PORTFOLIO CROSS-LICENSE AGREEMENT (August 17th, 2000)

PORTFOLIO CROSS-LICENSE AGREEMENT BETWEEN TEXAS INSTRUMENTS INCORPORATED AND UNITED MICROELECTRONICS CORPORATION TABLE OF CONTENTS 1. LICENSES, COVENANTS, EXCLUSIONS AND RELEASES ............................................3 1.1 License Grants To UMC ENTITIES/UMC SPINOFFS ........................................3 1.1.1 UMC BRANDED PRODUCTS/UMC SPINOFF BRANDED PRODUCTS .........................3 1.1.2 UMC FOUNDRY PRODUCTS.......................................................4 1.1.3 Option to License MEMORY PORTION of UMC FOUNDRY PRODUCTS ..................5 1.2 License Grants to TI ENTITIES ......................................................7

Integrated Telecom Express Inc/ Ca – SPINOFF AGREEMENT (August 17th, 2000)

Exhibit 10.22 SPINOFF AGREEMENT This Spinoff Agreement (the "Agreement") is made by and between Integrated Telecom Express, Inc. ("ITeX" or "UMC SPINOFF"), a Delaware Corporation, having its principal place of business in Santa Clara, California, and United Microelectronics Corporation "UMC"), a corporation organized under the laws of the Republic of China having a place of business at No. 3 Li Hsin Road 2, Science Based Industrial Park, Hsin Chu City, Taiwan. BACKGROUND UMC has previously entered into a patent cross license agreement ("License Agreement") with Texas Instruments, Inc. ("TI") attached hereto as Exhibit B; The License Agreement allows UMC to extend certain licenses granted by TI to certain UMC related entities (including without limitation ITeX) in exchange for royalties, patent cross licenses and other o

Integrated Telecom Express Inc/ Ca – ADSL LICENSE AGREEMENT (August 17th, 2000)

EXHIBIT 10.21 ADSL LICENSE AGREEMENT [LOGO] [GRAPHIC] INDIVIDUAL AGREEMENT ON THE LICENSING OF THE ADSL CHIPSET CONTENTS CONTENTS________________________________________________________________________________________2 ARTICLE 1 - DEFINITIONS_________________________________________________________________________5 ARTICLE 2 - LICENSE_____________________________________________________________________________9 2.1 DESIGN- AND DEVELOPMENT RIGHTS___________________________________________________________9 2.2 MANUFACTURING RIGHTS_____________________________________________________________________9 2.3 HAVE-MADE RIGHTS_________________________________________________________________

Integrated Telecom Express Inc/ Ca – 2000 RESTRICTED STOCK PURCHASE PLAN (August 15th, 2000)

Exhibit 10.15 INTEGRATED TELECOM EXPRESS, INC. 2000 RESTRICTED STOCK PURCHASE PLAN 1. PURPOSE OF THE PLAN. The purpose of the Plan is to provide for the sale by Integrated Telecom Express, Inc. (the "Company") of Common Stock to Employees, Directors and Consultants to promote the success of the Company's business. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRATOR" shall mean the Board, or its Committee that is administering the Plan, in accordance with Section 4 of the Plan. (b) "APPLICABLE LAWS" means the requirements relating to the administration of restricted stock purchase plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign j

Integrated Telecom Express Inc/ Ca – ACKNOWLEDGEMENT AND AGREEMENT (August 15th, 2000)

EXHIBIT 10.25 ACKNOWLEDGEMENT AND AGREEMENT This is to acknowledge that I have received a copy of the Company's Employee Handbook and understand that it sets forth the terms and conditions of my employment as well as my duties, responsibilities and obligations toward the Company. I understand and agree that it is my responsibility to read and familiarize myself with the provisions of the Employee Handbook and to abide by the rules, policies and standards set forth in the Employee Handbook. I also acknowledge that, except for the policies of at-will employment and arbitration, the terms and conditions set forth in this handbook may be modified, changed or deleted at any time without prior notice to me and other employees provided such changes are in writing and approved by the President of Company. Any agreement of any kind pertaining to my employment must be in writing. I

Integrated Telecom Express Inc/ Ca – ACKNOWLEDGMENT AND AGREEMENT (July 24th, 2000)

ACKNOWLEDGMENT AND AGREEMENT This is to acknowledge that I have received a copy of the Company's Employee Handbook and understand that it sets forth the terms and conditions of my employment as well as my duties, responsibilities and obligations toward the Company. I understand and agree that it is my responsibility to read and familiarize myself with the provisions of the Employee Handbook and to abide by the rules, policies and standards set forth in the Employee Handbook. I also acknowledge that, except for the policies of at-will employment and arbitration, the terms and conditions set forth in this handbook may be modified, changed or deleted at any time without prior notice to me and other employees provided such changes are in writing and approved by the President of Company. Any agreement of any kind pertaining to my employment must be in writing. I also acknowledge that my employment with Company is not for a specified

Integrated Telecom Express Inc/ Ca – ACKNOWLEDGMENT AND AGREEMENT (July 24th, 2000)

ACKNOWLEDGMENT AND AGREEMENT This is to acknowledge that I have received a copy of the Company's Employee Handbook and understand that it sets forth the terms and conditions of my employment as well as my duties, responsibilities and obligations toward the Company. I understand and agree that it is my responsibility to read and familiarize myself with the provisions of the Employee Handbook and to abide by the rules, policies and standards set forth in the Employee Handbook. I also acknowledge that, except for the policies of at-will employment and arbitration, the terms and conditions set forth in this handbook may be modified, changed or deleted at any time without prior notice to me and other employees provided such changes are in writing and approved by the President of Company. Any agreement of any kind pertaining to my employment must be in writing. I also acknowledge that my employment with Company is not for a specified

Integrated Telecom Express Inc/ Ca – CERTIFICATE OF INCORPORATION OF (July 24th, 2000)

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED TELECOM EXPRESS, INC. Integrated Telecom Express, Inc. (the "CORPORATION"), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Integrated Telecom Express, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 30, 1999. 2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Corporation's Certificate of Incorporation. 3. The terms and provisions of this Restated Certificate of Incorporation have been duly approved by written consent of the required number of shares of outstanding stoc

Integrated Telecom Express Inc/ Ca – CERTIFICATE OF INCORPORATION OF (July 24th, 2000)

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTEGRATED TELECOM EXPRESS, INC. Integrated Telecom Express, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: The Second Amended and Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on October 1, 1999 under the name of the corporation. This Third Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and amends and restates the Certificate of Incorporation of this corporation to read in its entirety as follows: I. The name of this Corporation is Integrated Telecom Express, Inc. (the "Corporation").

Integrated Telecom Express Inc/ Ca – UNDERWRITING AGREEMENT (July 24th, 2000)

[ ] SHARES INTEGRATED TELECOM EXPRESS, INC. COMMON STOCK UNDERWRITING AGREEMENT [------], 2000 LEHMAN BROTHERS INC. BEAR STEARNS & CO. INC. WITSOUNDVIEW FIDELITY CAPITAL MARKETS, a division of National Financial Services Corporation As Representatives of the several Underwriters named in Schedule 1, c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Intregrated Telecom Express, Inc., a Delaware corporation (the "Company" or "ITeX"), proposes to sell [ ] shares (the "Firm Stock") of the Company's Common Stock, par value $[ ] per share (the "Common Stock"). It is understood that, subject to the conditions hereinafter stated,[ ] shares of the Firm Stock will be sold to the several Underwriters named in Schedule 1 hereto (the "Underwr

Integrated Telecom Express Inc/ Ca – ACKNOWLEDGMENT AND AGREEMENT (July 24th, 2000)

ACKNOWLEDGMENT AND AGREEMENT This is to acknowledge that I have received a copy of the Company's Employee Handbook and understand that it sets forth the terms and conditions of my employment as well as my duties, responsibilities and obligations toward the Company. I understand and agree that it is my responsibility to read and familiarize myself with the provisions of the Employee Handbook and to abide by the rules, policies and standards set forth in the Employee Handbook. I also acknowledge that, except for the policies of at-will employment and arbitration, the terms and conditions set forth in this handbook may be modified, changed or deleted at any time without prior notice to me and other employees provided such changes are in writing and approved by the President of Company. Any agreement of any kind pertaining to my employment must be in writing. I also acknowledge that my employment with Company is not for a specified

Integrated Telecom Express Inc/ Ca – ADSL LICENSE AGREEMENT (June 26th, 2000)

EXHIBIT 10.21 ADSL LICENSE AGREEMENT [LOGO] [GRAPHIC] INDIVIDUAL AGREEMENT ON THE LICENSING OF THE ADSL CHIPSET CONTENTS CONTENTS________________________________________________________________________________________2 ARTICLE 1 - DEFINITIONS_________________________________________________________________________5 ARTICLE 2 - LICENSE_____________________________________________________________________________9 2.1 DESIGN- AND DEVELOPMENT RIGHTS___________________________________________________________9 2.2 MANUFACTURING RIGHTS_____________________________________________________________________9 2.3 HAVE-MADE RIGHTS_________________________________________________________________

Integrated Telecom Express Inc/ Ca – SUBLEASE AGREEMENT (June 26th, 2000)

Exhibit 10.18 SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") dated for reference purposes only, September 17, 1997, by and between McAFEE ASSOCIATES, INC., a Delaware corporation, with its principal offices at 2805 Bowers Avenue, Santa Clara, California 94051 ("SUBLANDLORD"), and Integrated Technology Express, Inc., a California corporation, with its principal business offices at 2388 Walsh Avenue, Santa Clara, California 95054 ("SUBTENANT"). RECITALS A. Whereas, John Arrillaga Trustee or his Successor Trustee, UTA dated 7/20/77 (Arrillaga Family Trust) as amended, and Richard T. Peery, Trustee, or his Successor Trustee UTA dated 7/20/77 (Richard T. Peery Separate Property Trust) as amended, hereinafter called "MASTER LANDLORD", and SUBLANDLORD have entered into that certain Lease