FORM OF XPERI HOLDING CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2020 • Xperi Holding Corp • Semiconductors & related devices • Delaware
This Indemnification Agreement (the “Agreement”) is made as of __________, 20__ by and between Xperi Holding Corporation, a Delaware corporation (the “Company”), and [NAME] (the “Indemnitee”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 9th, 2020 • Xperi Holding Corp • Semiconductors & related devices • California
This Change in Control Severance Agreement (“Agreement”) is made by and between Xperi Holding Corporation, a Delaware corporation (the “Company”), and [Executive] (“Executive”), effective as of September 29, 2020 (such date, the “Effective Date”). For purposes of this Agreement (other than Section 1(c) below), the “Company” shall mean the Company and its subsidiaries.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 10th, 2021 • Xperi Holding Corp • Semiconductors & related devices • New York
CREDIT AGREEMENT, dated as of June 1, 2020 (this “Agreement”), among XPERI HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
SEVERANCE AGREEMENTSeverance Agreement • November 9th, 2020 • Xperi Holding Corp • Semiconductors & related devices • California
This Severance Agreement (“Agreement”) is made by and between Xperi Holding Corporation, a Delaware corporation (the “Company”), and [Executive](“Executive”), effective as of September 29, 2020 (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and its subsidiaries.
XPERI HOLDING CORPORATION STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • June 1st, 2020 • Xperi Holding Corp • Semiconductors & related devices • Delaware
Xperi Holding Corporation, a Delaware corporation (the “Company”), pursuant to its 2020 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.
TAX MATTERS AGREEMENT by and between ADEIA INC. and XPERI INC. Dated as of October 1, 2022Tax Matters Agreement • October 6th, 2022 • Adeia Inc. • Semiconductors & related devices • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of October 1, 2022, by and between Adeia Inc. (f/k/a Xperi Holding Corporation), a Delaware corporation (“IP RemainCo”), and Xperi Inc. (f/k/a TiVo Product HoldCo Corporation), a Delaware corporation (“Product SpinCo”). Each of IP RemainCo and Product SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
GUARANTYGuaranty • June 1st, 2020 • Xperi Holding Corp • Semiconductors & related devices • New York
THIS GUARANTY (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June 1, 2020 by each of the undersigned (the “Initial Subsidiary Guarantors”) and those additional Subsidiaries of the Borrower (as defined below) which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached as Annex I (such additional Subsidiaries, together with the Initial Subsidiary Guarantors, the “Subsidiary Guarantors”) in favor of the Administrative Agent (as defined below), for the benefit of the Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Credit Agreement.
SECURITY AGREEMENT by XPERI HOLDING CORPORATION, as Borrower and THE GUARANTORS PARTY HERETO in favor of BANK OF AMERICA, N.A., as Collateral Agent Dated as of June 1, 2020Security Agreement • June 1st, 2020 • Xperi Holding Corp • Semiconductors & related devices • New York
This SECURITY AGREEMENT dated as of June 1, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by XPERI HOLDING CORPORATION, a Delaware corporation (the “Borrower”), each other entity identified on the signature pages hereto as a “Pledgor” or becomes party hereto as an additional Guarantor pursuant to Section 3.5 (the “Guarantors” and each a “Guarantor”, and together with the Borrower, the “Pledgors” and each a “Pledgor”), as pledgors and debtors, in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any successors in such capacity, the “Collateral Agent”), as pledgee and secured party.
SEVERANCE AGREEMENTSeverance Agreement • February 15th, 2023 • Adeia Inc. • Cable & other pay television services • California
This Severance Agreement (this “Agreement”) is made by and between Adeia Inc. (f/k/a Xperi Holding Corporation (“Xperi”)), a Delaware corporation (the “Company”), and [•] (“Executive”), effective as of February 9, 2023 (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and any successor to the Company’s business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.
XPERI HOLDING CORPORATION 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 1st, 2020 • Xperi Holding Corp • Semiconductors & related devices • Delaware
Advice warning. Any advice given by the Company in relation to the RSUs, this RSU Agreement and the Plan does not constitute financial advice and does not take into account Participant’s objectives, financial situation and needs. Participant should carefully consider these risks in light of Participant’s investment objectives, financial situation and particular needs (including financial and tax issues) and seek professional guidance from Participant’s stockbroker, solicitor, accountant, financial adviser or other independent professional adviser before deciding whether to invest in Shares.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 9th, 2022 • Xperi Holding Corp • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Samir Armaly (“Executive”) and Xperi Holding Corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of February 18, 2022.
AMENDED AND RESTATED SEVERANCE AGREEMENTAmended and Restated Severance Agreement • February 15th, 2023 • Adeia Inc. • Cable & other pay television services • California
This Amended and Restated Severance Agreement (this “Agreement”) is made by and between Adeia Inc. (f/k/a Xperi Holding Corporation (“Xperi”)), a Delaware corporation (the “Company”), and Paul Davis (“Executive”), effective as of February 9, 2023 (such date, the “Effective Date”). For purposes of this Agreement, the “Company” shall mean the Company and any successor to the Company’s business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise. This Agreement amends and restates and supersedes in its entirety the Change in Control Severance Agreement by and between Xperi and Executive, effective as of September 29, 2020 (the “Prior Agreement”) and supersedes in its entirety the Severance Agreement by and between Xperi and Executive, effective as of September 29, 2020 (together with the Prior Agreement, the “Legacy Agreements”).
AMENDMENT TO EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • November 9th, 2020 • Xperi Holding Corp • Semiconductors & related devices
(“Amendment”), is made by and between Xperi Holding Corporation, a Delaware corporation (“Company”), and Jon Kirchner (“Executive”) (collectively the “Parties”), effective as of September 29, 2020 (“Effective Date”).
