| Preview
Full Doc
 | 2001 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (238K)
Doc #1154128: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF DECEMBER 16, 2001
BY AND AMONG
CONEXANT SYSTEMS, INC.,
WASHINGTON SUB, INC.
AND
ALPHA INDUSTRIES, INC.
===============================================================================
<TABLE>
<CAPTION>
TABLE OF CONTENTS
. . .
1154128
|
Citibank
As referenced in this Agreement and Plan of Reorganization:
Citibank,
N.A. – interest on
the amount of the fee from the date such payment is required to be made
until the date such payment is actually made at the prime rate of Citibank,
N.A. in effect on the date such payment was required to be made. The
parties agree that any remedy or amount payable pursuant to this Section
9.2 shall not
_____________
dt 1479371
;
|
Conexant
As referenced in this Agreement and Plan of Reorganization:
CONEXANT SYSTEMS, INC. – DESCRIPTION>EXHIBIT 2.1 - AGEEMENT AND PLAN OF REORGANIZATION
<TEXT>
Exhibit 2.1
===============================================================================
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF DECEMBER 16, 2001
BY AND AMONG
CONEXANT SYSTEMS, INC. ,
WASHINGTON SUB, INC.
AND
ALPHA INDUSTRIES, INC.
===============================================================================
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
ARTICLE I THE MERGER....................................................................2
SECTION
_____________
CONEXANT SYSTEMS, INC. – Supply Agreement
Exhibit L - Terms of Newbury Supply Agreement
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 16, 2001
(this "Agreement"), by and among CONEXANT SYSTEMS, INC. , a Delaware
corporation ("Conexant"), WASHINGTON SUB, INC., a Delaware corporation and
a wholly-owned subsidiary of Conexant ("Washington"), and ALPHA INDUSTRIES,
INC., a Delaware corporation ("Alpha").
W I T
_____________
Conexant Systems, Inc. – of Conexant or any other securities of
Conexant have been issued other than shares of Conexant Common Stock
(and accompanying Conexant Rights (as defined below)) issued pursuant
to (w) the Conexant Systems, Inc. Retirement Savings Plan and the
Conexant Systems, Inc. Hourly Employees Savings Plan, (x) options or
rights outstanding as of November 30, 2001 under Conexant Stock Plans
and (y) the
_____________
Conexant Systems, Inc. – have been issued other than shares of Conexant Common Stock
(and accompanying Conexant Rights (as defined below)) issued pursuant
to (w) the Conexant Systems, Inc. Retirement Savings Plan and the
Conexant Systems, Inc. Hourly Employees Savings Plan, (x) options or
rights outstanding as of November 30, 2001 under Conexant Stock Plans
and (y) the exchange or retraction of Exchangeable Shares of Philsar
_____________
Conexant Systems, Inc. – commitment, arrangement,
undertaking or agreement with respect to any of the foregoing, other
than (A) the issuance of Conexant Common Stock (and the associated
Conexant Rights) (w) pursuant to the Conexant Systems, Inc.
Retirement Savings Plan and the Conexant Systems, Inc. Hourly
Employees Savings Plan, (x) upon the exercise of Conexant Stock
Options outstanding on the date hereof in accordance with their
_____________
dt 1458868
;
Conexant
As referenced in this Agreement and Plan of Reorganization:
CONEXANT SYSTEMS, INC. – DESCRIPTION>EXHIBIT 2.1 - AGEEMENT AND PLAN OF REORGANIZATION
<TEXT>
Exhibit 2.1
===============================================================================
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF DECEMBER 16, 2001
BY AND AMONG
CONEXANT SYSTEMS, INC. ,
WASHINGTON SUB, INC.
AND
ALPHA INDUSTRIES, INC.
===============================================================================
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
ARTICLE I THE MERGER....................................................................2
SECTION
_____________
CONEXANT SYSTEMS, INC. – Supply Agreement
Exhibit L - Terms of Newbury Supply Agreement
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 16, 2001
(this "Agreement"), by and among CONEXANT SYSTEMS, INC. , a Delaware
corporation ("Conexant"), WASHINGTON SUB, INC., a Delaware corporation and
a wholly-owned subsidiary of Conexant ("Washington"), and ALPHA INDUSTRIES,
INC., a Delaware corporation ("Alpha").
W I T
_____________
Conexant Systems, Inc. – of Conexant or any other securities of
Conexant have been issued other than shares of Conexant Common Stock
(and accompanying Conexant Rights (as defined below)) issued pursuant
to (w) the Conexant Systems, Inc. Retirement Savings Plan and the
Conexant Systems, Inc. Hourly Employees Savings Plan, (x) options or
rights outstanding as of November 30, 2001 under Conexant Stock Plans
and (y) the
_____________
Conexant Systems, Inc. – have been issued other than shares of Conexant Common Stock
(and accompanying Conexant Rights (as defined below)) issued pursuant
to (w) the Conexant Systems, Inc. Retirement Savings Plan and the
Conexant Systems, Inc. Hourly Employees Savings Plan, (x) options or
rights outstanding as of November 30, 2001 under Conexant Stock Plans
and (y) the exchange or retraction of Exchangeable Shares of Philsar
_____________
Conexant Systems, Inc. – commitment, arrangement,
undertaking or agreement with respect to any of the foregoing, other
than (A) the issuance of Conexant Common Stock (and the associated
Conexant Rights) (w) pursuant to the Conexant Systems, Inc.
Retirement Savings Plan and the Conexant Systems, Inc. Hourly
Employees Savings Plan, (x) upon the exercise of Conexant Stock
Options outstanding on the date hereof in accordance with their
_____________
dt 1458943
;
More... |
| Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (183K)
Doc #2570955: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
October 23, 2006
among
METASOLV, INC.
ORACLE SYSTEMS CORPORATION
and
MARINE ACQUISITION CORPORATION
TABLE OF CONTENTS1
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01.
Definitions
1
Section 1.02.
Other Definitional and Interpretative Provisions
8
ARTICLE 2
THE . . .
2570955
|
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – any action taken to collect payment (including the prosecution of any lawsuit or other legal action), together with interest on the unpaid amount at the publicly announced prime rate of Citibank, N.A. in New York City from the date such amount was first payable to the date it is paid.
58
Section 11.05. Disclosure Schedule References. The parties hereto agree
_____________
dt 1616867
;
|
MetaSolv
As referenced in this Agreement and Plan of Merger:
METASOLV, INC. – and Plan of Merger
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
dated as of
October 23, 2006
among
METASOLV, INC.
ORACLE SYSTEMS CORPORATION
and
MARINE ACQUISITION CORPORATION
TABLE OF CONTENTS1
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01.
Definitions
1
Section 1.02.
Other Definitional and Interpretative Provisions
8
ARTICLE
_____________
MetaSolv, Inc. – 61
Section 11.14.
No Other Representations or Warranties
61
iii
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of October 23, 2006 among MetaSolv, Inc. , a Delaware corporation (the Company), Oracle Systems Corporation, a Delaware corporation (Parent), and Marine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Subsidiary).
The
_____________
MetaSolv, Inc. – El Camino Real
Menlo Park, California 94025
Attention: William M. Kelly
Facsimile No.: (650) 752-3603
Attention: William H. Aaronson
Facsimile No.: (650) 752-3609
if to the Company, to:
MetaSolv, Inc.
5556 Tennyson Parkway
Plano, TX 75024
Attention: Jonathan Hustis
Facsimile No.: (972) 402-8925
with a copy to:
Vinson & Elkins LLP
Trammell Crow Center
2001 Ross Avenue, Suite
_____________
METASOLV, INC. – BLANK]
61
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
METASOLV, INC.
By:
/s/ T. Curtis Holmes, Jr.
Name:
T. Curtis Holmes, Jr.
Title:
President and Chief Executive Officer
ORACLE SYSTEMS CORPORATION
By:
/s/ Daniel Cooperman
Name:
Daniel Cooperman
Title:
General
_____________
dt 1628548
;
MetaSolv
As referenced in this Agreement and Plan of Merger:
METASOLV, INC. – and Plan of Merger
EX-2.1 2 dex21.htm AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
dated as of
October 23, 2006
among
METASOLV, INC.
ORACLE SYSTEMS CORPORATION
and
MARINE ACQUISITION CORPORATION
TABLE OF CONTENTS1
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01.
Definitions
1
Section 1.02.
Other Definitional and Interpretative Provisions
8
ARTICLE
_____________
MetaSolv, Inc. – 61
Section 11.14.
No Other Representations or Warranties
61
iii
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of October 23, 2006 among MetaSolv, Inc. , a Delaware corporation (the Company), Oracle Systems Corporation, a Delaware corporation (Parent), and Marine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Subsidiary).
The
_____________
MetaSolv, Inc. – El Camino Real
Menlo Park, California 94025
Attention: William M. Kelly
Facsimile No.: (650) 752-3603
Attention: William H. Aaronson
Facsimile No.: (650) 752-3609
if to the Company, to:
MetaSolv, Inc.
5556 Tennyson Parkway
Plano, TX 75024
Attention: Jonathan Hustis
Facsimile No.: (972) 402-8925
with a copy to:
Vinson & Elkins LLP
Trammell Crow Center
2001 Ross Avenue, Suite
_____________
METASOLV, INC. – BLANK]
61
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
METASOLV, INC.
By:
/s/ T. Curtis Holmes, Jr.
Name:
T. Curtis Holmes, Jr.
Title:
President and Chief Executive Officer
ORACLE SYSTEMS CORPORATION
By:
/s/ Daniel Cooperman
Name:
Daniel Cooperman
Title:
General
_____________
dt 1622631
;
 Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – any action taken to collect payment (including the prosecution of any lawsuit or other legal action), together with interest on the unpaid amount at the publicly announced prime rate of Citibank, N.A. in New York City from the date such amount was first payable to the date it is paid.
58
Section 11.05. Disclosure Schedule References. The parties hereto agree
_____________
dt 1616867
|
| Full Doc
| 2006 | | | |
| Full Doc
| 2005 | | | |
| Preview
Full Doc
| 2002 |
Employee Matters Agreement
Employee Matters Agreement (78K)
Doc #1154091: Click preview link for longer preview.
EMPLOYEE MATTERS AGREEMENT
by and among
CONEXANT SYSTEMS, INC.,
WASHINGTON SUB, INC.
and
ALPHA INDUSTRIES, INC.
================================================================================
June 25, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1154091
| |
Conexant
As referenced in this Employee Matters Agreement:
CONEXANT SYSTEMS, INC. – lt;SEQUENCE>10
<FILENAME>b43517ssexv99w3.txt
<DESCRIPTION>EMPLOYEE MATTERS AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 99.3
================================================================================
EMPLOYEE MATTERS AGREEMENT
by and among
CONEXANT SYSTEMS, INC. ,
WASHINGTON SUB, INC.
and
ALPHA INDUSTRIES, INC.
================================================================================
June 25, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
_____________
CONEXANT SYSTEMS, INC. – 23
Section 7.19 Interpretation................................................................. 24
</TABLE>
ii
<PAGE>
EMPLOYEE MATTERS AGREEMENT
EMPLOYEE MATTERS AGREEMENT (this "Agreement") dated as of June 25, 2002
by and among CONEXANT SYSTEMS, INC. , a Delaware corporation ("Conexant"),
WASHINGTON SUB, INC., a Delaware corporation and a wholly-owned subsidiary of
Conexant ("Washington"), and ALPHA INDUSTRIES, INC., a Delaware corporation
("Alpha").
WHEREAS, Conexant, Washington
_____________
Conexant
Systems, Inc. – preamble.
"CODE" means the Internal Revenue Code of 1986, as amended, or
any successor legislation.
"CONEXANT" has the meaning set forth in the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
_____________
Conexant Systems, Inc. – the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock
_____________
Conexant Systems, Inc. – RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock Purchase Plan, including all amendments thereto through
the Distribution Date, under which no Offering Periods (as defined in
the plan) are currently outstanding.
"CONEXANT 2001 ESPP"
_____________
dt 1458866
;
Conexant
As referenced in this Employee Matters Agreement:
CONEXANT SYSTEMS, INC. – lt;SEQUENCE>10
<FILENAME>b43517ssexv99w3.txt
<DESCRIPTION>EMPLOYEE MATTERS AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 99.3
================================================================================
EMPLOYEE MATTERS AGREEMENT
by and among
CONEXANT SYSTEMS, INC. ,
WASHINGTON SUB, INC.
and
ALPHA INDUSTRIES, INC.
================================================================================
June 25, 2002
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
_____________
CONEXANT SYSTEMS, INC. – 23
Section 7.19 Interpretation................................................................. 24
</TABLE>
ii
<PAGE>
EMPLOYEE MATTERS AGREEMENT
EMPLOYEE MATTERS AGREEMENT (this "Agreement") dated as of June 25, 2002
by and among CONEXANT SYSTEMS, INC. , a Delaware corporation ("Conexant"),
WASHINGTON SUB, INC., a Delaware corporation and a wholly-owned subsidiary of
Conexant ("Washington"), and ALPHA INDUSTRIES, INC., a Delaware corporation
("Alpha").
WHEREAS, Conexant, Washington
_____________
Conexant
Systems, Inc. – preamble.
"CODE" means the Internal Revenue Code of 1986, as amended, or
any successor legislation.
"CONEXANT" has the meaning set forth in the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
_____________
Conexant Systems, Inc. – the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock
_____________
Conexant Systems, Inc. – RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock Purchase Plan, including all amendments thereto through
the Distribution Date, under which no Offering Periods (as defined in
the plan) are currently outstanding.
"CONEXANT 2001 ESPP"
_____________
dt 1458941
|
| Preview
Full Doc
| 2002 |
Employee Matters Agreement
Employee Matters Agreement (73K)
Doc #1154110: Click preview link for longer preview.
EMPLOYEE MATTERS AGREEMENT
by and among
CONEXANT SYSTEMS, INC.,
WASHINGTON SUB, INC.
and
ALPHA INDUSTRIES, INC.
================================================================================
[______________], 2002
<PAGE>
TABLE OF CONTENTS
. . .
1154110
| |
Conexant
As referenced in this Employee Matters Agreement:
CONEXANT SYSTEMS, INC. – 8
<FILENAME>b41977a1ex99-d.txt
<DESCRIPTION>FORM OF EMPLOYEE MATTERS AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 99.d
================================================================================
EMPLOYEE MATTERS AGREEMENT
by and among
CONEXANT SYSTEMS, INC. ,
WASHINGTON SUB, INC.
and
ALPHA INDUSTRIES, INC.
================================================================================
[______________], 2002
<PAGE>
TABLE OF CONTENTS
PAGE
----
ARTICLE I DEFINITIONS.......................................... 2
Section 1.01 General............................................... 2
ARTICLE II EMPLOYEES............................................ 6
_____________
CONEXANT SYSTEMS, INC. – 21
Section 7.19 Interpretation....................................... 21
ii
<PAGE>
SCHEDULE 5.01(d)
EMPLOYEE MATTERS AGREEMENT
EMPLOYEE MATTERS AGREEMENT (this "AGREEMENT") dated as of
___, 2002 by and among CONEXANT SYSTEMS, INC. , a Delaware corporation
("CONEXANT"), WASHINGTON SUB, INC., a Delaware corporation and a wholly-owned
subsidiary of Conexant ("WASHINGTON"), and ALPHA INDUSTRIES, INC., a Delaware
corporation ("ALPHA").
WHEREAS, Conexant, Washington
_____________
Conexant
Systems, Inc. – preamble.
"CODE" means the Internal Revenue Code of 1986, as amended, or
any successor legislation.
"CONEXANT" has the meaning set forth in the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
_____________
Conexant Systems, Inc. – the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock
_____________
Conexant Systems, Inc. – RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock Purchase Plan, including all amendments thereto through
the Distribution Date, under which no Offering Periods (as defined in
the plan) are currently outstanding.
"CONEXANT 2001 ESPP"
_____________
dt 1458867
;
Conexant
As referenced in this Employee Matters Agreement:
CONEXANT SYSTEMS, INC. – 8
<FILENAME>b41977a1ex99-d.txt
<DESCRIPTION>FORM OF EMPLOYEE MATTERS AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 99.d
================================================================================
EMPLOYEE MATTERS AGREEMENT
by and among
CONEXANT SYSTEMS, INC. ,
WASHINGTON SUB, INC.
and
ALPHA INDUSTRIES, INC.
================================================================================
[______________], 2002
<PAGE>
TABLE OF CONTENTS
PAGE
----
ARTICLE I DEFINITIONS.......................................... 2
Section 1.01 General............................................... 2
ARTICLE II EMPLOYEES............................................ 6
_____________
CONEXANT SYSTEMS, INC. – 21
Section 7.19 Interpretation....................................... 21
ii
<PAGE>
SCHEDULE 5.01(d)
EMPLOYEE MATTERS AGREEMENT
EMPLOYEE MATTERS AGREEMENT (this "AGREEMENT") dated as of
___, 2002 by and among CONEXANT SYSTEMS, INC. , a Delaware corporation
("CONEXANT"), WASHINGTON SUB, INC., a Delaware corporation and a wholly-owned
subsidiary of Conexant ("WASHINGTON"), and ALPHA INDUSTRIES, INC., a Delaware
corporation ("ALPHA").
WHEREAS, Conexant, Washington
_____________
Conexant
Systems, Inc. – preamble.
"CODE" means the Internal Revenue Code of 1986, as amended, or
any successor legislation.
"CONEXANT" has the meaning set forth in the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
_____________
Conexant Systems, Inc. – the preamble.
"CONEXANT DEFERRED COMPENSATION PLAN" means the Conexant
Systems, Inc. Deferred Compensation Plan, including all amendments
thereto through the Distribution Date.
"CONEXANT DEFERRED COMPENSATION PLAN RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock
_____________
Conexant Systems, Inc. – RABBI TRUST" means the
Conexant Systems, Inc. master rabbi trust relating to the Conexant
Deferred Compensation Plan, including all amendments thereto through
the Distribution Date.
"CONEXANT 1999 ESPP" means the Conexant Systems, Inc. 1999
Employee Stock Purchase Plan, including all amendments thereto through
the Distribution Date, under which no Offering Periods (as defined in
the plan) are currently outstanding.
"CONEXANT 2001 ESPP"
_____________
dt 1458942
|
| Preview
Full Doc
| 2004 |
Employment Agreement
Employment Agreement (50K)
Doc #1167488: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 15th
day of January, 2004, by and between Conexant Systems, Inc., a Delaware
corporation (the "Company"), and Dwight W. Decker (the "Chairman").
WHEREAS, the Chairman is currently employed as Chairman of the Board and
Chief Executive Officer of the Company;
WHEREAS, pursuant to that Agreement and Plan of Reorganization dated as
of November 3, 2003, as amended as of January 15, 2004 (the "Merger Agreement") . . .
1167488
|
Skyworks
As referenced in this Employment Agreement:
Skyworks
Solutions, Inc. – consistent with the other provisions of this Agreement, pursue
other business interests, including but not limited to the Chairman's current
positions and activities in respect of Mindspeed Technologies, Inc., Skyworks
Solutions, Inc. , Jazz Semiconductor, Inc. and Pacific Mutual Holding Company,
and may devote time to managing the Chairman's personal investments and to
charitable and community activities.
4. Place of Performance.
_____________
dt 1461020
;
Skyworks
As referenced in this Employment Agreement:
Skyworks
Solutions, Inc. – consistent with the other provisions of this Agreement, pursue
other business interests, including but not limited to the Chairman's current
positions and activities in respect of Mindspeed Technologies, Inc., Skyworks
Solutions, Inc. , Jazz Semiconductor, Inc. and Pacific Mutual Holding Company,
and may devote time to managing the Chairman's personal investments and to
charitable and community activities.
4. Place of Performance.
_____________
dt 1461037
;
Conexant
As referenced in this Employment Agreement:
Conexant Systems, Inc. – DECKER
<TEXT>
<PAGE>
Exhibit 10.a
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 15th
day of January, 2004, by and between Conexant Systems, Inc. , a Delaware
corporation (the "Company"), and Dwight W. Decker (the "Chairman").
WHEREAS, the Chairman is currently employed as Chairman of the Board and
Chief Executive Officer of the Company;
_____________
Conexant Systems, Inc. – made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follows:
(a) If to the Company:
Conexant Systems, Inc.
4000 MacArthur Boulevard, West Tower
Newport Beach, CA 92660
Fax: (949) 483-9475
Attention: Dennis E. O'Reilly, Senior Vice President, Chief Legal
Officer and Secretary
(b) If to
_____________
CONEXANT SYSTEMS, INC. – WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove written.
CONEXANT SYSTEMS, INC.
By: /s/ Michael H. Vishny
---------------------------------------
Name: Michael H. Vishny
Title: Senior Vice President,
Human Resources
DWIGHT W. DECKER
/s/ Dwight W. Decker
-------------------------------------------
17
<PAGE>
APPENDIX I
Summary
_____________
dt 1458873
;
|
Conexant
As referenced in this Employment Agreement:
Conexant Systems, Inc. – DECKER
<TEXT>
<PAGE>
Exhibit 10.a
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 15th
day of January, 2004, by and between Conexant Systems, Inc. , a Delaware
corporation (the "Company"), and Dwight W. Decker (the "Chairman").
WHEREAS, the Chairman is currently employed as Chairman of the Board and
Chief Executive Officer of the Company;
_____________
Conexant Systems, Inc. – made hereunder shall be in writing and
shall be delivered, telecopied or mailed by first class registered or certified
mail, postage prepaid, addressed as follows:
(a) If to the Company:
Conexant Systems, Inc.
4000 MacArthur Boulevard, West Tower
Newport Beach, CA 92660
Fax: (949) 483-9475
Attention: Dennis E. O'Reilly, Senior Vice President, Chief Legal
Officer and Secretary
(b) If to
_____________
CONEXANT SYSTEMS, INC. – WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove written.
CONEXANT SYSTEMS, INC.
By: /s/ Michael H. Vishny
---------------------------------------
Name: Michael H. Vishny
Title: Senior Vice President,
Human Resources
DWIGHT W. DECKER
/s/ Dwight W. Decker
-------------------------------------------
17
<PAGE>
APPENDIX I
Summary
_____________
dt 1458948
;
Mindspeed
As referenced in this Employment Agreement:
Mindspeed Technologies, Inc. – the
Chairman may, consistent with the other provisions of this Agreement, pursue
other business interests, including but not limited to the Chairman's current
positions and activities in respect of Mindspeed Technologies, Inc. , Skyworks
Solutions, Inc., Jazz Semiconductor, Inc. and Pacific Mutual Holding Company,
and may devote time to managing the Chairman's personal investments and to
charitable and community activities.
4.
_____________
dt 1460249
;
Mindspeed
As referenced in this Employment Agreement:
Mindspeed Technologies, Inc. – the
Chairman may, consistent with the other provisions of this Agreement, pursue
other business interests, including but not limited to the Chairman's current
positions and activities in respect of Mindspeed Technologies, Inc. , Skyworks
Solutions, Inc., Jazz Semiconductor, Inc. and Pacific Mutual Holding Company,
and may devote time to managing the Chairman's personal investments and to
charitable and community activities.
4.
_____________
dt 1460272
|
| Preview
Full Doc
| 2003 |
Distribution Agreement
Distribution Agreement (208K)
Doc #148207: Click preview link for longer preview.
DISTRIBUTION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
================================================================================
June 27, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS..................................................................................... 1
Section 1.01 General........................................................................... 1
ARTICLE II THE CONTRIBUTION............................................................................... 18
Section 2.01 Intercorporate Reorganization..................................................... 18
Section 2.02 Financial Instruments............................................................. 21
Section 2.03 Intercompany Accounts and Arrangements............................................ 22
Section 2.04 Cash Management................................................................... 23
Section 2.05 The Mindspeed Board............................................................... 24
Section 2.06 Resignations; Transfer of Stock Held as Nominee................................... 24
Section 2.07 Mindspeed Certificate of Incorporation and Bylaws; Rights Plan.................... 25
Section 2.08 Consents.......................................................................... 25
ARTICLE III THE DISTRIBUTION.............................................................................. 26
Section 3.01 The Distribution.................................................................. 26
Section 3.02 Fractional Shares................................................................. 26
Section 3.03 Cooperation Prior to the Distribution............................................. 27
Section 3.04 Conexant Board Action; Conditions to the Distribution............................. 27
Section 3.05 Waiver of Conditions.............................................................. 28
ARTICLE IV MUTUAL RELEASE; INDEMNIFICATION; EXPENSES...................................................... 29
Section 4.01 Mutual Release.................................................................... 29
Section 4.02 Indemnification by Conexant....................................................... 30
Section 4.03 Indemnification by Mindspeed...................................................... 30
Section 4.04 Limitations on Indemnification Obligations........................................ 31
Section 4.05 Procedures Relating to Indemnification............................................ 32
Section 4.06 Remedies Cumulative............................................................... 34
Section 4.07 Indemnification under Tax Allocation Agreement.................................... 34
Section 4.08 Expenses.......................................................................... 34
ARTICLE V CERTAIN OTHER MATTERS........................................................................... 35
Section 5.01 Insurance......................................................................... 35
Section 5.02 Use of Names, Trademarks, etc..................................................... 38
Section 5.03 License of Intellectual Property.................................................. 41
Section 5.04 Jazz Warrant...................................................................... 51
Section 5.05 Charitable Funds.................................................................. 51
ARTICLE VI ACCESS TO INFORMATION.......................................................................... 51
Section 6.01 Provision of Corporate Records.................................................... 51
Section 6.02 Access to Information............................................................. 52
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
Section 6.03 Production of Witnesses........................................................... 53
Section 6.04 Retention of Records.............................................................. 53
Section 6.05 Confidentiality................................................................... 54
ARTICLE VII MISCELLANEOUS................................................................................. 54
Section 7.01 Entire Agreement; Construction.................................................... 54
Section 7.02 Survival of Agreements............................................................ 55
Section 7.03 Governing Law..................................................................... 55
Section 7.04 Notices........................................................................... 55
Section 7.05 Dispute Resolution................................................................ 56
Section 7.06 Consent to Jurisdiction........................................................... 57
Section 7.07 Amendments........................................................................ 57
Section 7.08 Assignment........................................................................ 57
Section 7.09 Captions; Currency................................................................ 58
Section 7.10 Severability...................................................................... 58
Section 7.11 Parties in Interest............................................................... 58
Section 7.12 Schedules......................................................................... 58
Section 7.13 Termination....................................................................... 58
Section 7.14 Waivers; Remedies................................................................. 58
Section 7.15 Further Assurances................................................................ 59
Section 7.16 Counterparts...................................................................... 59
Section 7.17 Performance....................................................................... 59
Section 7.18 Currency Calculations............................................................. 59
Section 7.19 Interpretation.................................................................... 59
{/TABLE}
ii
{PAGE}
SCHEDULES
{TABLE}
{S} {C} {C}
Schedule 1.01(a) - Conexant Former Businesses
Schedule 1.01(b) - Amended Bylaws
Schedule 1.01(c) - Restated Certificate of Incorporation
Schedule 1.01(d) - Mindspeed Patents and Trademarks
Schedule 1.01(e) - Mindspeed Former Businesses
Schedule 1.01(f) - Mindspeed Company Codes
Schedule 1.01(g) - Mindspeed Financial Instruments
Schedule 1.01(h) - Mindspeed Specified Liabilities
Schedule 1.01(i) - Mindspeed Real Property
Schedule 1.01(j) - Mindspeed Subsidiaries
Schedule 1.01(k) - Certain IT Assets
Schedule 2.01(c) - Reorganization Transactions
Schedule 2.03(a) - Intercompany Accounts
Schedule 2.03(b)(ii) - Intercompany Agreements
Schedule 2.05 - Mindspeed Directors
Schedule 2.06 - Continuing Directors and Officers
Schedule 4.02(b) - Certain Form 10 Sections
{/TABLE}
iii
{PAGE}
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (this "Agreement") is dated as of
June 27, 2003 by and between CONEXANT SYSTEMS, INC., a Delaware corporation
("Conexant"), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation and a
wholly-owned subsidiary of Conexant ("Mindspeed"). Capitalized terms used in
this Agreement shall have the meanings set forth in Section 1.01.
WHEREAS, the Conexant Board has determined that it is
appropriate and desirable to distribute all outstanding shares of Mindspeed
Common Stock on a pro rata basis to the holders of Conexant Common Stock; and
WHEREAS, subject to the terms and conditions contained herein,
immediately prior to the Distribution, Conexant and the Conexant Subsidiaries
will transfer the Mindspeed Assets and the Mindspeed Subsidiaries to Mindspeed
or one of the Mindspeed Subsidiaries and Mindspeed and the Mindspeed
Subsidiaries will assume the Mindspeed Liabilities, all as more fully described
in this Agreement (the "Contribution"); and
WHEREAS, Conexant and Mindspeed have determined that it is
appropriate and desirable to set forth the principal corporate transactions
required to effect the Contribution and the Distribution and certain other
agreements that will govern certain matters relating to the Contribution and the
Distribution and the relationship of Conexant, Mindspeed and the respective
members of the Conexant Group and the Mindspeed Group following the Contribution
and the Distribution.
NOW, THEREFORE, in consideration of the premises and of the
respective agreements and covenants contained in this Agreement, the parties
hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 General. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
"Accounts Receivable" means accounts, loans and notes
receivable (whether current or not current), including receivables due from
employees, and all proceeds thereof and rights to payment with respect thereto.
"Action" means, with respect to any Person, any actual or
threatened or future action, suit, arbitration, inquiry, proceeding or
investigation by or before any Governmental Entity or any claims or other legal
matters that have been or may be asserted by or against, or otherwise affect,
such Person.
{PAGE}
"Affiliate" means, with respect to any specified Person, any
other Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person; provided, however, that for purposes of the Separation Agreements,
following the Time of Distribution, neither Conexant nor any Conexant Subsidiary
shall be deemed to be an Affiliate of any member of the Mindspeed Group and
neither Mindspeed nor any Mindspeed Subsidiary shall be deemed to be an
Affiliate of any member of the Conexant Group. For purposes of the immediately
preceding sentence, the term "control" (including, with correlative meanings,
the terms "controlled by" and "under common control with"), as used with respect
to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through ownership of voting securities, by contract or otherwise.
"Agreement" shall have the meaning set forth in the preamble.
"American Stock Exchange" means the American Stock Exchange
LLC.
"Asset/Liability Allocation Matter" shall have the meaning set
forth in Section 2.01(b).
"Assets" means any and all assets, properties and rights,
whether tangible or intangible, real, personal or mixed, fixed, contingent or
otherwise, and wherever located (other than ownership interests in
Subsidiaries), including the following:
(a) Real Property;
(b) Machinery and Equipment;
(c) Inventories;
(d) bank accounts;
(e) cash (including cash in bank accounts), cash on hand, cash
equivalents, funds, certificates of deposit, similar instruments,
travelers checks and cash deposits held by third parties securing or
otherwise collateralizing obligations;
(f) Accounts Receivable;
(g) advances, performance and surety bonds, and interests as
beneficiary under letters of credit and other similar instruments and
all proceeds thereof;
(h) Securities;
(i) Hedging Arrangements;
(j) Data and Records;
148207
|
Skyworks
As referenced in this Distribution Agreement:
Skyworks Solutions, Inc. – and Assumption Instruments, the Sublease and any other
agreement entered into between Conexant and Mindspeed in connection with the
Contribution and the Distribution (other than the Financing Agreements).
"Skyworks" means Skyworks Solutions, Inc. , a Delaware
corporation (formerly named Alpha Industries, Inc.) and successor by merger to
Washington.
"Skyworks Distribution Agreement" means the Contribution and
Distribution Agreement dated as of December 16, 2001,
_____________
dt 1461007
;
Skyworks
As referenced in this Distribution Agreement:
Skyworks Solutions, Inc. – and Assumption Instruments, the Sublease and any other
agreement entered into between Conexant and Mindspeed in connection with the
Contribution and the Distribution (other than the Financing Agreements).
"Skyworks" means Skyworks Solutions, Inc. , a Delaware
corporation (formerly named Alpha Industries, Inc.) and successor by merger to
Washington.
"Skyworks Distribution Agreement" means the Contribution and
Distribution Agreement dated as of December 16, 2001,
_____________
dt 1461024
;
Conexant
As referenced in this Distribution Agreement:
CONEXANT SYSTEMS, INC. –
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}a91233exv2w1.txt
{DESCRIPTION}EXHIBIT 2.1
{TEXT}
{PAGE}
Exhibit 2.1
================================================================================
DISTRIBUTION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
================================================================================
June 27, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS..................................................................................... 1
Section 1.01 General........................................................................... 1
ARTICLE II THE CONTRIBUTION...............................................................................
_____________
CONEXANT SYSTEMS, INC. – and Officers
Schedule 4.02(b) - Certain Form 10 Sections
{/TABLE}
iii
{PAGE}
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (this "Agreement") is dated as of
June 27, 2003 by and between CONEXANT SYSTEMS, INC. , a Delaware corporation
("Conexant"), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation and a
wholly-owned subsidiary of Conexant ("Mindspeed"). Capitalized terms used in
this Agreement shall have the meanings
_____________
"Conexant
Systems, Inc. – of the definition of "Mindspeed
Liabilities" will not be included in Conexant Liabilities.
"Conexant Marks" means the names, trademarks, trade names,
domain names and service marks "Conexant", "Conexant Systems" and "Conexant
Systems, Inc. " and all corporate symbols and logos related thereto and all
names, trademarks, trade names, domain names and service marks which include the
words "Conexant", "Conexant Systems" or "Conexant Systems,
_____________
"Conexant Systems, Inc. – Conexant
Systems, Inc." and all corporate symbols and logos related thereto and all
names, trademarks, trade names, domain names and service marks which include the
words "Conexant", "Conexant Systems" or "Conexant Systems, Inc. " or any
derivative thereof and any other name, mark or symbol connoting "Conexant" or
which constitutes a formative thereof.
"Conexant Subsidiary" means each Subsidiary of Conexant other
than Mindspeed
_____________
"Conexant
Systems, Inc. – case of non-United States Persons), Mindspeed will
change the name of any Mindspeed Subsidiary or other Person under its control to
eliminate therefrom the names "Conexant", "Conexant Systems" and "Conexant
Systems, Inc. " and all derivatives thereof.
(b) From and after the Time of Distribution, except as
permitted in this Section 5.02(b), the Mindspeed Group will not use or have
_____________
dt 1458834
;
|
Conexant
As referenced in this Distribution Agreement:
CONEXANT SYSTEMS, INC. –
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}a91233exv2w1.txt
{DESCRIPTION}EXHIBIT 2.1
{TEXT}
{PAGE}
Exhibit 2.1
================================================================================
DISTRIBUTION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
================================================================================
June 27, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS..................................................................................... 1
Section 1.01 General........................................................................... 1
ARTICLE II THE CONTRIBUTION...............................................................................
_____________
CONEXANT SYSTEMS, INC. – and Officers
Schedule 4.02(b) - Certain Form 10 Sections
{/TABLE}
iii
{PAGE}
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (this "Agreement") is dated as of
June 27, 2003 by and between CONEXANT SYSTEMS, INC. , a Delaware corporation
("Conexant"), and MINDSPEED TECHNOLOGIES, INC., a Delaware corporation and a
wholly-owned subsidiary of Conexant ("Mindspeed"). Capitalized terms used in
this Agreement shall have the meanings
_____________
"Conexant
Systems, Inc. – of the definition of "Mindspeed
Liabilities" will not be included in Conexant Liabilities.
"Conexant Marks" means the names, trademarks, trade names,
domain names and service marks "Conexant", "Conexant Systems" and "Conexant
Systems, Inc. " and all corporate symbols and logos related thereto and all
names, trademarks, trade names, domain names and service marks which include the
words "Conexant", "Conexant Systems" or "Conexant Systems,
_____________
"Conexant Systems, Inc. – Conexant
Systems, Inc." and all corporate symbols and logos related thereto and all
names, trademarks, trade names, domain names and service marks which include the
words "Conexant", "Conexant Systems" or "Conexant Systems, Inc. " or any
derivative thereof and any other name, mark or symbol connoting "Conexant" or
which constitutes a formative thereof.
"Conexant Subsidiary" means each Subsidiary of Conexant other
than Mindspeed
_____________
"Conexant
Systems, Inc. – case of non-United States Persons), Mindspeed will
change the name of any Mindspeed Subsidiary or other Person under its control to
eliminate therefrom the names "Conexant", "Conexant Systems" and "Conexant
Systems, Inc. " and all derivatives thereof.
(b) From and after the Time of Distribution, except as
permitted in this Section 5.02(b), the Mindspeed Group will not use or have
_____________
dt 1458909
;
Mindspeed
As referenced in this Distribution Agreement:
MINDSPEED TECHNOLOGIES, INC. –
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}a91233exv2w1.txt
{DESCRIPTION}EXHIBIT 2.1
{TEXT}
{PAGE}
Exhibit 2.1
================================================================================
DISTRIBUTION AGREEMENT
by and between
CONEXANT SYSTEMS, INC.
and
MINDSPEED TECHNOLOGIES, INC.
================================================================================
June 27, 2003
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS..................................................................................... 1
Section 1.01 General........................................................................... 1
ARTICLE II THE CONTRIBUTION............................................................................... 18
Section 2.01
_____________
MINDSPEED TECHNOLOGIES, INC. – 10 Sections
{/TABLE}
iii
{PAGE}
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (this "Agreement") is dated as of
June 27, 2003 by and between CONEXANT SYSTEMS, INC., a Delaware corporation
("Conexant"), and MINDSPEED TECHNOLOGIES, INC. , a Delaware corporation and a
wholly-owned subsidiary of Conexant ("Mindspeed"). Capitalized terms used in
this Agreement shall have the meanings set forth in Section 1.01.
WHEREAS, the
_____________
Mindspeed Technologies, Inc. – |