AGREEMENT AND PLAN OF MERGER by and among INTEGRATED DEVICE TECHNOLOGY, INC., GLIDER MERGER SUB, INC., and GIGPEAK, INC. Dated as of February 13, 2017Agreement and Plan of Merger • February 13th, 2017 • GigPeak, Inc. • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2017 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among Integrated Device Technology, Inc., a Delaware corporation (“Parent”), Glider Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and GigPeak, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
February 7, 2017 Andrea Betti-BeruttoGigPeak, Inc. • February 13th, 2017 • Semiconductors & related devices
As you know, Integrated Device Technology, Inc. (“IDT”) and GigPeak, Inc. (“GigPeak”) are entering into an agreement pursuant to which GigPeak will become a wholly owned subsidiary of IDT (the “Merger”). In connection with the Merger, we are pleased to offer you the following employment package with IDT. Effective immediately at the closing of the merger, your title with IDT will be Fellow in our San Jose office.
February 7, 2017 Darren MaGigPeak, Inc. • February 13th, 2017 • Semiconductors & related devices
As you know, Integrated Device Technology, Inc. (“IDT”) and GigPeak, Inc. (“GigPeak”) are entering into an agreement pursuant to which GigPeak will become a wholly owned subsidiary of IDT (the “Merger”). In connection with the Merger, we are pleased to offer you the following employment package with IDT. Effective immediately at the closing of the merger, your title with IDT will be Senior Director of Finance reporting directly to me, in our San Jose office, effective as of and contingent upon the closing of the Merger.
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 13th, 2017 • GigPeak, Inc. • Semiconductors & related devices • Delaware
This Amendment No. 1 to the Amended and Restated Rights Agreement (this “Amendment”), dated as of February 10, 2017, is made by and between GigPeak, Inc., a Delaware corporation formerly known as GigOptix, Inc. (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as rights agent (the “Rights Agent”), and amends the Amended and Restated Rights Agreement, dated as of December 16, 2014, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise defined below shall have the meanings given them in the Rights Agreement.
February 7, 2017 Raluca DinuGigPeak, Inc. • February 13th, 2017 • Semiconductors & related devices
As you know, Integrated Device Technology, Inc. (“IDT”) and GigPeak, Inc. (“GigPeak”) are entering into an agreement pursuant to which GigPeak will become a wholly owned subsidiary of IDT (the “Merger”). In connection with the Merger, we are pleased to offer you the following employment package with IDT. Effective immediately at the closing of the merger, your title with IDT will be Vice President, General Manager, reporting directly to Sean Fan in our San Jose office.
