Tessera Technologies Inc Sample Contracts

TESSERA TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 4th, 2003 • Tessera Technologies Inc • Delaware

This Indemnification Agreement (the “Agreement”) is made as of , 200 by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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7,500,000 Shares Tessera Technologies, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2003 • Tessera Technologies Inc • Semiconductors & related devices • New York
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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • November 3rd, 2015 • Tessera Technologies Inc • Semiconductors & related devices • California

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.

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TESSERA TECHNOLOGIES, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • August 6th, 2010 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

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, par value $0.001 (“Stock”), 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.

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SEVERANCE AGREEMENT
Severance Agreement • November 3rd, 2015 • Tessera Technologies Inc • Semiconductors & related devices • California

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.

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TESSERA TECHNOLOGIES, INC. 2003 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • August 5th, 2015 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

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.

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TESSERA TECHNOLOGIES, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 6th, 2010 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

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 individual listed below (“Participant”), the number of shares of the Company’s common stock, par value $0.001, set forth below (the “Shares”). This Award for Shares of restricted stock is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the restrictions on the Shares set forth in the Restricted Stock 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 Restricted Stock Agreement.

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Tessera, Inc. Consulting Agreement
Consulting Agreement • April 6th, 2009 • Tessera Technologies Inc • Semiconductors & related devices • California
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AGREEMENT
Agreement • May 24th, 2013 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

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”).

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4,100,000 Shares Tessera Technologies, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 8th, 2004 • Tessera Technologies Inc • Semiconductors & related devices • New York
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Form of Stock Option Agreement for Replacement Option Grants Under the Tessera Technologies, Inc. Fourth Amended and Restated 2003 Equity Incentive Plan TESSERA TECHNOLOGIES, INC. FOURTH AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN FORM OF STOCK...
Stock Option Agreement • June 2nd, 2009 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

Tessera Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its Fourth Amended and Restated 2003 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.001 (“Stock”), 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.

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ASSET PURCHASE AGREEMENT by and among Shellcase Ltd. as “Seller” and Tessera Technologies, Inc., as “Buyer” Dated: October 31, 2005
Asset Purchase Agreement • November 1st, 2005 • Tessera Technologies Inc • Semiconductors & related devices • New York

This Asset Purchase Agreement, dated as of October 31, 2005, is between Tessera Technologies, Inc., a Delaware corporation (“Buyer”) and Shellcase Ltd., an Israeli company (“Seller”).

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 12th, 2008 • Tessera Technologies Inc • Semiconductors & related devices • California

This Change in Control Severance Agreement (“Agreement”) is made effective as of , 2008 (“Effective Date”), by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and (“Executive”).

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TESSERA TECHNOLOGIES, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • November 4th, 2010 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

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, par value $0.001 (“Stock”), 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, 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 Stock Option Agreement.

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TESSERA TECHNOLOGIES, INC. SECOND AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 13th, 2005 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

Tessera Technologies, Inc. (the “Company”), pursuant to its Second Amended and Restated 2003 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), the right to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below. This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock 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 Restricted Stock Agreement.

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TESSERA TECHNOLOGIES, INC. DEFERRED STOCK AWARD GRANT NOTICE AND DEFERRED STOCK AWARD AGREEMENT
Deferred Stock Award Agreement • August 6th, 2010 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

Tessera Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its 2003 Equity Incentive Plan and the Sub-Plan for Israeli Participants thereunder (together, as amended to date, the “Plan”), hereby grants to the holder listed below (“Participant”), an award of deferred stock (“Deferred Stock”) representing a right to receive a number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for Deferred Stock (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Deferred Stock Award Agreement attached hereto as Exhibit A (the “Deferred Stock Agreement”), the Plan and the Trust Agreement (as defined in the Plan) attached hereto as Exhibit C, 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 Deferred Stock Agreement.

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SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • March 1st, 2013 • Tessera Technologies Inc • Semiconductors & related devices • California

This Settlement Agreement and General Release (the “Agreement”) is made by and between Farzan (Bob) Roohparvar (“Executive”) and Tessera Technologies, Inc., on behalf of itself and its subsidiary, DigitalOptics Corporation (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:

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Tessera, Inc. Consulting Agreement
Consulting Agreement • September 4th, 2003 • Tessera Technologies Inc

TESSERA, INC. (hereinafter “Tessera” or the “Company”), a Delaware corporation, having a principal place of business at 3099 Orchard Drive, San Jose, California 95134, wishes to obtain your services as an independent consultant/contractor (hereinafter “Consultant”, “you” or “your”) on projects agreed upon by you or to be assigned by the Company (hereinafter the “Projects”), and you as an independent Consultant desire to offer your services to the Company and accept the assignment to complete such Projects. This letter shall constitute an agreement (the “Agreement”) between you and the Company, and contains all the terms and conditions relating to the services that you provide.

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First [sic] Amendment to Limited TCC® License Agreement
First Amendment • November 7th, 2003 • Tessera Technologies Inc • Semiconductors & related devices

This First Amendment (“First Amendment”) is entered into as of this 22 day of March, 2002, (“First Amendment Effective Date”) between Tessera, Inc. (“Tessera”) and Intel Corporation (“Licensee”), and amends the Limited TCC License Agreement (“Agreement”) entered into by and between the parties having an Effective Date of October 22, 1996.

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TESSERA, INC. Addendum to TCC Master License Agreement
TCC Master License Agreement • September 25th, 2003 • Tessera Technologies Inc • Semiconductors & related devices

This Addendum is entered into as of Jan 31, 1997, between TESSERA, INC., a corporation organized under the laws of Delaware (“Tessera”) and HITACHI, LTD., a corporation organized under the laws of Japan (“Licensee”); modifies a certain TCC Master License Agreement (“Agreement”) by and between the parties dated July 7, 1994. Unless otherwise specified, all references to Licensee shall mean the Semiconductor and Integrated Circuits Division of Hitachi, Ltd. Both parties hereby agree as follows:

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Tessera Global Services, Inc. Consulting Agreement
Consulting Agreement • August 6th, 2013 • Tessera Technologies Inc • Semiconductors & related devices • California
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TESSERA, INC. TCC Master License Agreement
TCC Master License Agreement • September 25th, 2003 • Tessera Technologies Inc • Semiconductors & related devices • Tokyo
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Third Amendment to Limited TCC® License Agreement
Third Amendment • November 7th, 2003 • Tessera Technologies Inc • Semiconductors & related devices

This Third Amendment (“Third Amendment”) is entered into as of this 10th day of September, 2003, (“Third Amendment Effective Date”) between Tessera, Inc. (“Tessera”) and Intel Corporation (“Licensee”), and amends the Limited TCC License Agreement (“Agreement”) entered into by and between the parties having an Effective Date of October 22, 1996, as amended by a First Amendment dated October 1, 2000 and a Second Amendment dated March 22, 2002 (inadvertently entitled as a “First Amendment”).

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AGREEMENT AND PLAN OF MERGER by and among: TESSERA TECHNOLOGIES, INC., a Delaware corporation; DALTON ACQUISITION CORP., a Delaware corporation; DIGITAL OPTICS CORPORATION, a Delaware corporation; and CAROLINAS CAPITAL CORP., a North Carolina...
Agreement and Plan of Merger • July 10th, 2006 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2006 (this “Agreement”), by and among TESSERA TECHNOLOGIES, INC., a Delaware corporation (“Parent”), DALTON ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), DIGITAL OPTICS CORPORATION, a Delaware corporation (the “Company”), and CAROLINAS CAPITAL CORP., a North Carolina corporation, as agent for the holders of Equity Interests of the Company (the “Stockholders’ Agent”).

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Immunity Agreement
Immunity Agreement • September 25th, 2003 • Tessera Technologies Inc • Semiconductors & related devices • California

This Agreement (hereafter “Agreement”) is entered into as of the day of January, 2002 (“Effective Date”), between TESSERA INC., a corporation organized under the laws of Delaware, having a principal place of business at 3099 Orchard Drive, San Jose, CA, 95134, USA and the Tessera Affiliates (“Tessera”) and SHARP CORPORATION, a corporation organized under the laws of Japan having a principal place of business at 22-22 Nagaike-cho, Abeno-ku, Osaka 545-8522 Japan and the Sharp Affiliates (“Sharp”) with reference to the following facts:

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EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2008 • Tessera Technologies Inc • Semiconductors & related devices • California

This Employment Agreement (“Agreement”) is made as of March 28, 2008, by and between Tessera Technologies, Inc., a Delaware corporation (the “Company”), and Henry R. Nothhaft (“Executive”).

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Tessera Global Services, Inc. Consulting Agreement
Agreement • March 1st, 2013 • Tessera Technologies Inc • Semiconductors & related devices • California
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TESSERA, INC. Infineon TCC® License Agreement
Infineon Tcc® License Agreement • August 7th, 2006 • Tessera Technologies Inc • Semiconductors & related devices • California

This Agreement is entered into as of this First day of July, 2006 (“Effective Date”), between TESSERA INC., a corporation organized under the laws of Delaware, having a principal place of business at 3099 Orchard Drive, San Jose, CA, 95134, USA and the Tessera Affiliates (“Tessera”) and Infineon Technologies AG, a corporation organized under the laws of Germany having a principal place of business at Munich, Germany and the Licensee Affiliates (“Licensee”) with reference to the following facts:

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TESSERA, INC.
Tessera Technologies Inc • May 4th, 2010 • Semiconductors & related devices
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Department Manager, September 23, 2002
Tessera Technologies Inc • September 25th, 2003 • Semiconductors & related devices

Re: Letter Amendment, dated September 23, 2002, to TCC Master License Agreement, dated July 7, 1994, between Hitachi, Ltd., and Tessera, Inc. (the “TCC License”)

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TESSERA TECHNOLOGIES, INC. DEFERRED STOCK AWARD GRANT NOTICE AND DEFERRED STOCK AWARD AGREEMENT
Deferred Stock Award Agreement • August 6th, 2010 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

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 deferred stock (“Deferred Stock”) representing a right to receive a number of shares of the Company’s common stock, par value $0.001 (the “Shares”). This award for Deferred Stock (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Deferred Stock Award Agreement attached hereto as Exhibit A (the “Deferred Stock 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 Deferred Stock Agreement.

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TESSERA TECHNOLOGIES, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • August 6th, 2010 • Tessera Technologies Inc • Semiconductors & related devices • Delaware

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 (the “Shares”) of the Company’s common stock, par value $0.001 (“Stock”), 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.

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TESSERA, INC. Qimonda TCC® License Agreement
Tcc® License Agreement • August 7th, 2006 • Tessera Technologies Inc • Semiconductors & related devices • California

This Agreement is entered into as of this First day of July, 2006 (“Effective Date”), between TESSERA INC., a corporation organized under the laws of Delaware, having a principal place of business at 3099 Orchard Drive, San Jose, CA, 95134, USA and the Tessera Affiliates (collectively “Tessera”) and Qimonda AG, a corporation organized under the laws of Germany having a principal place of business at Munich, Germany (or any successors or assigns of Qimonda AG due to any entities resulting from the initial public offering of Qimonda AG), and the Licensee Affiliates (collectively “Licensee”) with reference to the following facts:

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Contract
Tessera Technologies Inc • November 7th, 2003 • Semiconductors & related devices

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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TESSERA, INC. Addendum to TCC Master License Agreement
TCC Master License Agreement • November 7th, 2003 • Tessera Technologies Inc • Semiconductors & related devices

This Addendum is entered into as of January 31, 1997, between TESSERA, INC., a corporation organized under the laws of Delaware (“Tessera”) and HITACHI, LTD., a corporation organized under the laws of Japan (“Licensee”); modifies a certain TCC Master License Agreement (“Agreement”) by and between the parties dated July 7, 1994. Unless otherwise specified, all references to Licensee shall mean the Semiconductor and Integrated Circuits Division of Hitachi, Ltd. Both parties hereby agree as follows:

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