BY AND AMONGRegistration Rights Agreement • April 28th, 2000 • Semtech Corp • Semiconductors & related devices • New York
RECITALS --------Escrow Agreement • October 19th, 1995 • Semtech Corp • Semiconductors & related devices • California
EXHIBIT 2 ===================================================================== =========== AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 30th, 1997 • Semtech Corp • Semiconductors & related devices • California
EXHIBIT 2.2 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • October 19th, 1995 • Semtech Corp • Semiconductors & related devices
SEMTECH CORPORATION, as Issuer EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Subsidiary Guarantors AND U.S. Bank Trust Company, National Association, as Trustee INDENTURE Dated as of October 12, 2022 1.625% Convertible Senior Notes due 2027Indenture • October 12th, 2022 • Semtech Corp • Semiconductors & related devices • New York
INDENTURE dated as of October 12, 2022 among SEMTECH CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors (as defined in Section 1.01), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Exhibit 10.11 ------------- DEVELOPMENT AGREEMENT --------------------- (SEMTECH)Development Agreement • December 13th, 2001 • Semtech Corp • Semiconductors & related devices
ToSemtech Corp • April 28th, 2000 • Semiconductors & related devices • New York
AMONGAgreement and Plan of Merger • October 19th, 1995 • Semtech Corp • Semiconductors & related devices
EXHIBIT 4.2 FORM OF NON-STATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT, entered into this __ day of December, 1997, between Semtech Corporation, a Delaware Corporation (the "Company"), and ______________ (the "Optionee"). NOW, THEREFORE, it is agreed...Non-Statutory Stock Option Agreement • May 8th, 2001 • Semtech Corp • Semiconductors & related devices • California
SEMTECH CORPORATION, as Issuer EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Subsidiary Guarantors AND U.S. Bank Trust Company, National Association, as Trustee INDENTURE Dated as of October 26, 2023 4.00% Convertible Senior Notes due 2028Semtech Corp • October 26th, 2023 • Semiconductors & related devices • New York
INDENTURE dated as of October 26, 2023 among SEMTECH CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors (as defined in Section 1.01), as guarantors hereunder, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
DEALER]Letter Agreement • October 12th, 2022 • Semtech Corp • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Semtech Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation, together with the Agreement, evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions subordinating the payment of principal of and premium, if any, and interest on the Notes to the prior payment in full...Semtech Corp • April 28th, 2000 • Semiconductors & related devices
DEALER]Letter Agreement • October 21st, 2022 • Semtech Corp • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Semtech Corporation (“Company”) to [DEALER] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SIERRA WIRELESS, INC. and 13548597 CANADA INC. and SEMTECH CORPORATION ARRANGEMENT AGREEMENT August 2, 2022Arrangement Agreement • August 3rd, 2022 • Semtech Corp • Semiconductors & related devices • British Columbia
EXHIBIT 4.1 ----------- STOCKHOLDER PROTECTION AGREEMENTStockholder Protection Agreement • July 16th, 1998 • Semtech Corp • Semiconductors & related devices • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2023 • Semtech Corp • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 5th day of September 2023 (the “Signing Date”), by and between Semtech Corporation, a Delaware corporation (the “Company”), and Mark Lin (the “Executive”).
SEMTECH CORPORATION RESTRICTED STOCK UNIT AWARD CERTIFICATE (INDUCEMENT GRANT)Restricted Stock • December 6th, 2023 • Semtech Corp • Semiconductors & related devices • California
THIS AWARD is made this 30th day of June 2023 (the “Award Date”) by Semtech Corporation, a Delaware corporation (the “Corporation”), to Paul H. Pickle (the “Grantee”).
SEMTECH LOGO] STOCK OPTION AWARD AGREEMENT (INDUCEMENT OPTION – PERFORMANCE VESTED)Stock Option Award Agreement • April 5th, 2006 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT, entered into April 3, 2006 between Semtech Corporation, a Delaware Corporation (the "Company"), and Mohan R. Maheswaran (the "Optionee").
Semtech logo] FORM OF LONG-TERM STOCK INCENTIVE PLAN AWARD AGREEMENT (NON- EMPLOYEE DIRECTORS)Long-Term Stock Incentive Plan • September 3rd, 2004 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT, entered into this [Date], between Semtech Corporation, a Delaware Corporation (the “Company”), and [Legal Name] (the “Optionee”).
SEMTECH LOGO] STOCK OPTION AWARD AGREEMENT (INDUCEMENT OPTION)Stock Option Award Agreement • June 4th, 2004 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT, entered into April 19, 2004 between Semtech Corporation, a Delaware Corporation (the “Company”), and Anthony E. Giraudo (the “Optionee”).
SEMTECH CORPORATION PERFORMANCE STOCK UNIT AWARD CERTIFICATE (INDUCEMENT GRANT—FINANCIAL METRICS)Performance Stock • December 6th, 2023 • Semtech Corp • Semiconductors & related devices • California
THIS AWARD is made this [Grant Date] (the “Award Date”) by Semtech Corporation, a Delaware corporation (the “Corporation”), to Mark Lin (the “Grantee”).
DEALER]Letter Agreement • October 21st, 2022 • Semtech Corp • Semiconductors & related devices
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Semtech Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation, together with the Agreement, evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (this “Agreement”) is made and entered into by and between Semtech Corporation, a Delaware corporation (the “Company”), and Emeka Chukwu (“Executive”). Executive...Separation and General Release Agreement • December 6th, 2023 • Semtech Corp • Semiconductors & related devices • California
Company Letterhead]Semtech Corp • December 4th, 2019 • Semiconductors & related devices
Semtech Corporation (“Semtech”) has adopted the new Semtech Corporation Executive Change in Control Retention Plan (the “New Plan”) effective August 21, 2019 (the “Effective Date”). The New Plan replaces the Semtech Corporation Amended and Restated Executive Change in Control Retention Plan, which originally took effect on December 19, 2014 (the “Prior Plan”). The Prior Plan has been terminated effective as of the Effective Date.
Company logo]Letter Agreement • June 10th, 2005 • Semtech Corp • Semiconductors & related devices • California
This letter agreement presents the terms, conditions, understandings, and agreements reached between Anthony Giraudo (“You”) and Semtech regarding resolution, settlement and release of any disputes or claims You may have arising from Your employment by Semtech, including any matters related to the termination of Your employment.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • September 30th, 2022 • Semtech Corp • Semiconductors & related devices • California
This Separation and General Release Agreement (this “Agreement”) is made and entered into this 28 day of September 2022 (the “Effective Date”), by and between Semtech Corporation, a Delaware corporation (the “Company”), and Alistair W. Fulton (“Executive”).
FORM OF SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • August 3rd, 2022 • Semtech Corp • Semiconductors & related devices • British Columbia
The undersigned understands that 13548597 Canada Inc. (the ”Purchaser”), Semtech Corporation (the ”Parent”) and Sierra Wireless, Inc. (the ”Company”) wish to enter into an arrangement agreement dated as of the date hereof (the ”Arrangement Agreement”) contemplating an arrangement (the ”Arrangement”) of the Company under Section 192 of the Canada Business Corporations Act, the result of which shall be the acquisition by the Purchaser of all the outstanding common shares in the capital of the Company (the “Shares”).
Exhibit 10.5 ------------Semtech Corp • December 13th, 2001 • Semiconductors & related devices
Re: Amendment of Employment Offer LetterSemtech Corp • February 28th, 2014 • Semiconductors & related devices
Reference is made to that certain employment offer letter entered into by and between you and Semtech Corporation, a Delaware corporation (“Semtech”), dated as of March 8, 2006 and as subsequently amended (your “Offer Letter”). Capitalized terms are defined in the Offer Letter if not otherwise defined in this letter agreement.
Company logo] FORM OF LONG-TERM STOCK INCENTIVE PLAN AWARD AGREEMENT (1) (NON- EMPLOYEE DIRECTORS)Long-Term Stock Incentive Plan • December 11th, 2002 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT, entered into as of the 5th day of December 2002, between Semtech Corporation, a Delaware Corporation (the “Company”), and «Legal_Name» (the “Optionee”).
Semtech logo] FORM OF LONG-TERM STOCK INCENTIVE PLAN AWARD AGREEMENT (NON- EMPLOYEE DIRECTORS)Long-Term Stock Incentive Plan • July 7th, 2006 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT, entered into this [Date], between Semtech Corporation, a Delaware Corporation (the "Company"), and [Legal Name] (the “Optionee”).
Semtech logo] FORM OF LONG-TERM STOCK INCENTIVE PLAN AWARD AGREEMENT (EXECUTIVE OFFICERS)Term Stock Incentive • September 3rd, 2004 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT, entered into this [Date] between Semtech Corporation, a Delaware Corporation (the “Company”), and [Name] (the “Optionee”).
November 14, 2007 [Name] [Address] Dear :Semtech Corp • December 7th, 2007 • Semiconductors & related devices
The purpose of this letter agreement is to confirm our agreement regarding certain stock options that Semtech Corporation (“Semtech”) previously granted to you.
AGREEMENT AND PLAN OF MERGER among: SEMTECH CORPORATION, a Delaware corporation; SIERRA MONOLITHICS, INC., a California corporation; SMI MERGER CORP., a California corporation; and SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as...Agreement and Plan of Merger • December 15th, 2009 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 18, 2009, by and among: Semtech Corporation, a Delaware corporation (“Parent”); SMI Merger Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Sierra Monolithics, Inc., a California corporation (the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative (the “Shareholders’ Representative”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in Exhibit A.
SETTLEMENT AGREEMENTSettlement Agreement • July 19th, 2005 • Semtech Corp • Semiconductors & related devices • California
This Settlement Agreement and Mutual Release (“Agreement”) is made by and among Semtech Corporation (“Semtech”) on the one hand, and the Royal Indemnity Company as successor to the Royal Insurance Company of America (hereinafter collectively referred to as “Royal”) on the other hand. Semtech and Royal shall be referred to herein individually as a “Party” and collectively as the “Parties.” The “Effective Date” of this Agreement is July 14, 2005.
