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EXHIBIT 10.4
Xxxxxx Consulting Agreement
April 1, 1998
Xx. Xxxx Xxxxxx
000 Xxxxxxx Xxx
Xxxxxxxx XX 00000
Dear Xxxx:
This will set forth the current terms and conditions of your consulting
agreement with Cypress (the "Company").
1. You shall provide consulting services to perform the Company's Board of
Directors duties, division and subsidiary duties, and whatever mergers and
acquisitions activity that the Company's management asks of you until this
agreement is terminated. You are expected to work generally on your own and
to employ your own methods and to work the hours and schedule necessary to
complete the services. You will do most of your work out of your own office,
but when necessary, the Company will provide office space, other facilities
and a phone for your use.
2. You may provide your consulting services to any non-related Company entity
with the exception of a direct competitor to the Company.
3. In return for the services listed above and until this agreement is
terminated, the Company shall compensate you as follows:
a. You shall receive the same standard monetary compensation as the outside
directors of the Company's Board of Directors.
b. You shall be granted stock options consistent with those granted to the
outside directors of the Company's Board of Directors. You will be
granted a nonstatutory option to purchase 20,000 shares on May 29 of
each year, exercisable at the fair market value on the date of grant and
vesting for five years at the rate of 20% per year.
c. Pursuant to the action of the Compensation Committee of the Board of
Directors of Cypress at the October 23, 1997 meeting, your annualized
fixed retainer shall be $290,000.00, payable monthly on the first day of
each month.
d. You shall be reimbursed for your out-of-pocket business expenses for
travel, lodging, phone and administrative support upon receipt of
invoice.
4. This agreement is valid until April 1, 1999, unless terminated by either
party with 30 days written notice. This agreement may be extended for
one-year periods (subject to a 30-day right to terminate) only by an
Extension to Consulting Agreement in the form of Exhibit A signed by you and
Cypress.
5. This agreement supersedes all prior consulting agreements, which shall now
be deemed terminated.
6. In carrying out services under this agreement, you shall be and act as an
independent contractor, and shall be subject to the Company's direction only
as to specific areas that the Company desires your services and advice.
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Please indicate your acceptance of this agreement by signing a copy and
returning it to me.
Sincerely,
CYPRESS SEMICONDUCTOR CORPORATION
/s/ X.X. XXXXXXX
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X. X. Xxxxxxx
President and CEO
I accept the terms and conditions of this agreement.
/s/ XXXX XXXXXX April 1, 1998
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Xxxx Xxxxxx Date
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CONSULTING AGREEMENT - EXHIBIT A
We agree to extend the Consulting Agreement dated April 1, 1998 for an
additional year from to .
Pursuant to the action of the Compensation Committee of the Board of Directors
of Cypress at the meeting, your annualized fixed retainer in
Section 3c shall be $ , effective .
CYPRESS SEMICONDUCTOR CORPORATION
By:
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Dated
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Xxxx Xxxxxx
By:
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Dated
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