Tessera Technologies Inc Sample Contracts

Tessera Technologies Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TESSERA TECHNOLOGIES, INC. (December 1st, 2016)

The name under which the Corporation was originally incorporated is Tempe Merger Sub Corporation, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 15, 2016.

Tessera Technologies Inc – Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments 3 Section 6. Quorum 3 Section 7. Voting 3 Section 8. Proxies 4 Section 9. Consent of Stockholders in Lieu of Meeting 5 Section 10. List of Stockholders Entitled to Vote 7 Section 11. Record Date 8 Section 12. Stock Ledger 9 Section 13. Conduct of Meetings 10 ARTICLE III DIRECTORS Section 1. Number and Election of Directors 10 Section 2. Vacancies (December 1st, 2016)
Tessera Technologies Inc – TESSERA TECHNOLOGIES ANNOUNCES THIRD QUARTER 2016 RESULTS Third Quarter GAAP and Non-GAAP Earnings Exceed Guidance Range FotoNation Secures Design Win with Leading Asia-Based SOC Provider FotoNation Technologies Featured in OnePlus 3 Smartphone Announced Merger Agreement with DTS, Inc. (November 1st, 2016)

San Jose, Calif., (BUSINESS WIRE) — Tessera Technologies, Inc. (NASDAQ: TSRA) (the “Company” or “we”) today announced financial results for the third quarter ending September 30, 2016. Total revenue for the third quarter of 2016 was $62.4 million, within the Company’s guidance range of $61 million to $63 million. GAAP net income for the third quarter of 2016 was $23.8 million, or $0.48 per diluted share, and non-GAAP net income was $28.6 million, or $0.57 per diluted share.

Tessera Technologies Inc – Project Arizona Amended and Restated Commitment Letter (October 12th, 2016)

Tessera Technologies, Inc. (“you” or the “Parent”) has advised Royal Bank of Canada (“Royal Bank”), RBC Capital Markets1 (“RBCCM”), Bank of Montreal (“BMO”) and BMO Capital Markets Corp. (“BMOCM” and, together with Royal Bank, RBCCM and BMO and any Additional Arranger appointed pursuant to paragraph 1 below, the “Commitment Parties”, “we” or “us”) that you intend to acquire (the “Acquisition”) an entity identified to us as “Derby” (“Derby” or the “Target”; the Target collectively with its subsidiaries, the “Acquired Business”). The Acquisition will be effected through (i) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 1”), which such Merger Sub 1 will be wholly owned directly by a newly formed wholly owned direct subsidiary of the Parent (the “Borrower”), with and into the Target, with the Target surviving such merger and (ii) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 2”), which such Merger Sub 2 w

Tessera Technologies Inc – Project Arizona Amended and Restated Commitment Letter (October 12th, 2016)

Tessera Technologies, Inc. (“you” or the “Parent”) has advised Royal Bank of Canada (“Royal Bank”), RBC Capital Markets1 (“RBCCM”), Bank of Montreal (“BMO”) and BMO Capital Markets Corp. (“BMOCM” and, together with Royal Bank, RBCCM and BMO and any Additional Arranger appointed pursuant to paragraph 1 below, the “Commitment Parties”, “we” or “us”) that you intend to acquire (the “Acquisition”) an entity identified to us as “Derby” (“Derby” or the “Target”; the Target collectively with its subsidiaries, the “Acquired Business”). The Acquisition will be effected through (i) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 1”), which such Merger Sub 1 will be wholly owned directly by a newly formed wholly owned direct subsidiary of the Parent (the “Borrower”), with and into the Target, with the Target surviving such merger and (ii) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 2”), which such Merger Sub 2 w

Tessera Technologies Inc – AGREEMENT AND PLAN OF MERGER among: TESSERA TECHNOLOGIES, INC. a Delaware corporation, TEMPE HOLDCO CORPORATION a Delaware corporation, TEMPE MERGER SUB CORPORATION a Delaware corporation, ARIZONA MERGER SUB CORPORATION a Delaware corporation, and DTS, INC. a Delaware corporation Dated as of September 19, 2016 (September 20th, 2016)

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation; provided, however, that no amendment, alteration, change or repeal may be made to Article V, VI, VIII, IX or XII without the affirmative vote of the holders of at least 662/3% of the outstanding voting stock of the Corporation, voting together as a single class.

Tessera Technologies Inc – ROYAL BANK OF CANADA (September 20th, 2016)

Tessera Technologies, Inc. (“you” or the “Parent”) has advised Royal Bank of Canada (“Royal Bank”) and RBC Capital Markets1 (“RBCCM” and, together with Royal Bank and any Additional Arrangers appointed pursuant to paragraph 1 below, the “Commitment Parties”, “we” or “us”) that you intend to acquire (the “Acquisition”) an entity identified to us as “Derby” (“Derby” or the “Target”; the Target collectively with its subsidiaries, the “Acquired Business”). The Acquisition will be effected through (i) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 1”), which such Merger Sub 1 will be wholly owned directly by a newly formed wholly owned direct subsidiary of the Parent (the “Borrower”), with and into the Target, with the Target surviving such merger and (ii) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 2”), which such Merger Sub 2 will be wholly owned directly by the Borrower, with and into the Parent, with

Tessera Technologies Inc – Tessera® (TSRA) to Acquire DTS® (DTSI) September 20, 2016 (September 20th, 2016)
Tessera Technologies Inc – ROYAL BANK OF CANADA (September 20th, 2016)

Tessera Technologies, Inc. (“you” or the “Parent”) has advised Royal Bank of Canada (“Royal Bank”) and RBC Capital Markets1 (“RBCCM” and, together with Royal Bank and any Additional Arrangers appointed pursuant to paragraph 1 below, the “Commitment Parties”, “we” or “us”) that you intend to acquire (the “Acquisition”) an entity identified to us as “Derby” (“Derby” or the “Target”; the Target collectively with its subsidiaries, the “Acquired Business”). The Acquisition will be effected through (i) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 1”), which such Merger Sub 1 will be wholly owned directly by a newly formed wholly owned direct subsidiary of the Parent (the “Borrower”), with and into the Target, with the Target surviving such merger and (ii) the merger of a newly formed wholly owned indirect subsidiary of the Parent (“Merger Sub 2”), which such Merger Sub 2 will be wholly owned directly by the Borrower, with and into the Parent, with

Tessera Technologies Inc – TRANSCRIPT OF THE TESSERA TECHNOLOGIES, INC. CONFERENCE CALL HELD ON MAY 2, 2016 (May 4th, 2016)

Good afternoon, my name is Christine; and I will be your conference operator today. At this time, I would like to welcome everyone to the Tessera Technologies’ 2016 first-quarter conference call.

Tessera Technologies Inc – FIRST AMENDMENT TO THE TESSERA TECHNOLOGIES, INC. SIXTH AMENDED AND RESTATED EQUITY INCENTIVE PLAN (May 2nd, 2016)

Pursuant to Section 16(a) of the Tessera Technologies, Inc. Sixth Amended and Restated 2003 Equity Incentive Plan (the “Plan”), the Plan is hereby amended (this “Amendment”) as follows:

Tessera Technologies Inc – AMENDMENT TO TESSERA TECHNOLOGIES, INC. AMENDED AND RESTATED BYLAWS Dated: January 9, 2016 (January 14th, 2016)

Pursuant to the resolutions duly adopted by the Board of Directors of Tessera Technologies, Inc., a Delaware corporation (the “Company”), effective as of January 9, 2016, the Amended and Restated Bylaws of the Company, as amended and restated September 14, 2011, as further amended on August 29, 2012, December 19, 2012, March 1, 2013, March 25, 2013, April 29, 2013, May 22, 2013 and April 30, 2015 (the “Bylaws”), are amended as follows:

Tessera Technologies Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (November 3rd, 2015)

This Change in Control Severance Agreement (“Agreement”) is made effective as of [ ● ], [ ● ] (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and [ ● ] (“Executive”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – AMENDMENT TO SEVERANCE AGREEMENT (November 3rd, 2015)

This Amendment to Severance Agreement (this “Amendment”) is made effective as of October         , 2015, by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Thomas Lacey (“Executive”).

Tessera Technologies Inc – AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (November 3rd, 2015)

This Amendment to Change in Control Severance Agreement (this “Amendment”) is made effective as of October         , 2015, by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Thomas Lacey (“Executive”).

Tessera Technologies Inc – SEVERANCE AGREEMENT (November 3rd, 2015)

This Severance Agreement (“Agreement”) is made effective as of [ ● ], [ ● ] (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and [ ● ] (“Executive”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – TESSERA TECHNOLOGIES, INC. 2003 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT (August 5th, 2015)

Tessera Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its 2003 Equity Incentive Plan (as amended to date, the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock ("Shares") set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Tessera Technologies Inc – 2003 EQUITY INCENTIVE PLAN (August 5th, 2015)

Tessera Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its 2003 Equity Incentive Plan (as amended to date, the “Plan”), hereby grants to the holder listed below (“Participant”), an award of restricted stock units (“RSUs”) representing a right to receive a number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for RSUs (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the RSU Agreement.

Tessera Technologies Inc – AMENDMENT TO TESSERA TECHNOLOGIES, INC. AMENDED AND RESTATED BYLAWS Dated: April 30, 2015 (May 5th, 2015)

Pursuant to the resolutions duly adopted by the Board of Directors of Tessera Technologies, Inc., a Delaware corporation (the “Company”), effective immediately prior to the election of directors at the Company’s 2015 Annual Meeting of Stockholders on April 30, 2015, the Amended and Restated Bylaws of the Company, as amended and restated September 14, 2011, as further amended on August 29, 2012, December 19, 2012, March 1, 2013, March 25, 2013, April 29, 2013 and May 22, 2013 (the “Bylaws”), are amended as follows:

Tessera Technologies Inc – SECOND AMENDMENT TO SEVERANCE AGREEMENT (November 3rd, 2014)

This Amendment to Severance Agreement (this “Amendment”) is made effective as of October 31, 2014, by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and John Thode (“Executive”).

Tessera Technologies Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (July 2nd, 2014)

This Change in Control Severance Agreement (“Agreement”) is made effective as of June 27, 2014 (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and John Thode (“Executive”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – AMENDMENT TO SEVERANCE AGREEMENT (July 2nd, 2014)

This Amendment to Severance Agreement (this “Amendment”) is made effective as of June 27, 2014, by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and John Thode (“Executive”).

Tessera Technologies Inc – TESSERA TECHNOLOGIES, INC. FIFTH AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN (as approved by stockholders on May 12, 2010 and amended by the board of directors on March 12, 2014) (May 6th, 2014)
Tessera Technologies Inc – TESSERA TECHNOLOGIES SIGNS DEFINITIVE AGREEMENT WITH O-FILM TESSERA TO RECEIVE $50 MILLION, COMPRISED OF FOTONATION PREPAID ROYALTIES, MEMS IP LICENSE, EQUIPMENT SALE AND SALE OF SELECTED NON-CORE PATENTS (April 23rd, 2014)

San Jose, Calif. – (BUSINESS WIRE) – Tessera Technologies, Inc. (NASDAQ:TSRA) (“Tessera” or the “Company”) announced that the Company and its wholly-owned subsidiary DigitalOptics Corporation (together with its subsidiaries, “DOC”) has entered into a definitive agreement (the “Agreement”) with Shenzhen O-Film Tech Co., LTD. (“Shenzhen O-Film,” together with affiliates, collectively, “O-Film”) whereby O-Film will pay DOC $50 million, consisting of a $20.5 million prepaid royalty and support fee for a non-exclusive license to specific FotoNation product features, $7.5 million for a non-exclusive license for core MEMS auto-focus and other related intellectual property, an undisclosed future per unit royalty for MEMS-based camera modules, $22 million for certain manufacturing equipment and supplies, and certain non-core patents and patent applications (including patents and patent applications for Wafer Level Optics, Micro Optics and camera module technology). The closing of the transactio

Tessera Technologies Inc – Non-Employee Director Compensation Policy TESSERA TECHNOLOGIES, INC. NON- EMPLOYEE DIRECTOR COMPENSATION POLICY (Effective July 1, 2013) (March 3rd, 2014)

Non-employee members of the board of directors (the “Board”) of Tessera Technologies, Inc. (the “Company”) shall be eligible to receive cash and equity compensation effective as of July 1, 2013 (the “Effective Date”), as set forth in this Director Compensation Policy. The cash compensation and equity awards described in this Director Compensation Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such cash compensation or equity awards, unless such Non-Employee Director declines the receipt of such cash compensation or equity awards by written notice to the Chairman of the Board. This Director Compensation Policy shall remain in effect until it is revised or rescinded by further action of the Board. The terms and conditions of this Director Compensation Policy

Tessera Technologies Inc – Safe Harbor 2 This document contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected, particularly with respect to Tessera Technologies, Inc.’s (the “Company”) financial results and projections, including projections on recurring revenue, operating expenses and the Company’s target operating model; the Company’s products and technology; growth of the Company’s served mar (February 5th, 2014)

This document contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities

Tessera Technologies Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (January 3rd, 2014)

This Change in Control Severance Agreement (“Agreement”) is made effective as of January 2, 2014 (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Robert Andersen (“Executive”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – SEVERANCE AGREEMENT (January 3rd, 2014)

This Severance Agreement (“Agreement”) is made effective as of January 2, 2014 (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Robert Andersen (“Executive”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – SEVERANCE AGREEMENT (December 11th, 2013)

This Severance Agreement (“Agreement”) is made effective as of December 9, 2013 (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Thomas Lacey (“Executive”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (December 11th, 2013)

This Change in Control Severance Agreement (“Agreement”) is made effective as of December 9, 2013 (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Thomas Lacey (“Executive”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – Tessera Global Services, Inc. Consulting Agreement (August 6th, 2013)
Tessera Technologies Inc – SEVERANCE AGREEMENT (August 6th, 2013)

This Severance Agreement (“Agreement”) is made effective as of April 15, 2013 (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Richard S. Hill (“Executive”). For purposes of this Agreement (other than Section 1(a) below), the “Company” shall mean the Company and its subsidiaries.

Tessera Technologies Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (August 6th, 2013)

This Separation Agreement and General Release (the “Agreement”) is made by and between Robert A. Young (“Executive”) and Tessera Technologies, Inc., on behalf of itself and its subsidiaries and affiliates, including, without limitation, Tessera Global Services, Inc. (together, the “Company”), effective as of the eighth day following Executive’s signature of this Agreement without revocation (the “Effective Date”) with reference to the following facts:

Tessera Technologies Inc – AGREEMENT (May 24th, 2013)

This Agreement (this “Agreement”) is made and entered into as of May 22, 2013, by and among Tessera Technologies, Inc., a Delaware corporation (the “Company”), and the entities and natural persons listed on Exhibit A hereto and their affiliates (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

Tessera Technologies Inc – AMENDMENT TO TESSERA TECHNOLOGIES, INC. AMENDED AND RESTATED BYLAWS Dated: May 22, 2013 (May 24th, 2013)

Pursuant to the resolutions duly adopted by the Board of Directors of Tessera Technologies, Inc., a Delaware corporation (the “Company”), effective May 22, 2013, the Amended and Restated Bylaws of the Company, dated September 14, 2011, as amended August 29, 2012, December 19, 2012, March 2, 2013, March 25, 2013 and April 29, 2013 (the “Bylaws”), are amended as follows.