Exhibit 10.1
AMENDMENT TO THE
TESSERA TECHNOLOGIES,
INC.
FOURTH AMENDED AND RESTATED
EQUITY INCENTIVE PLAN
Pursuant to Section 15(a) of
the Tessera Technologies, Inc. Fourth Amended and Restated 2003
Equity Incentive Plan (the “ Plan ”), the
Plan is hereby amended (this “ Amendment
”) as follows:
Section 11 of the Plan shall be
amended in its entirety to read as follows:
11. Automatic Awards to
Non-Employee Directors .
(a) During the term of the Plan, a
person who is initially elected or appointed to the Board and who
is a Non-Employee Director at the time of such initial election or
appointment automatically shall be granted 10,000 shares of
Restricted Stock (subject to adjustment as provided in
Section 13) on the date of such initial election or
appointment (an “ Initial Restricted Stock Award
”).
(b) In addition, during the term of
the Plan, each Non-Employee Director automatically shall be granted
a combination of Options and/or Restricted Stock on the date of
each annual meeting of stockholders (a “ Subsequent
Award ”); provided, however, that a person who is
initially elected to the Board at an annual meeting of stockholders
and who is a Non-Employee Director at the time of such initial
election shall receive only an Initial Restricted Stock Award on
the date of such election and shall not receive a Subsequent Award
until the date of the next annual meeting of stockholders following
such initial election. Each Subsequent Award shall consist of
(i) an Option to purchase such number of shares of Common
Stock as is determined by dividing (A) the dollar amount of
the Subsequent Award to be paid in Options, if any, by
(B) (1) the Fair Market Value per share of the Common
Stock on the date of grant of such Option divided by (2) two
(2) (subject to adjustment as provided in Section 13) (a
“ Subsequent Option ”), and (ii) such
number of shares of Restricted Stock as is determined by dividing
(A) the dollar amount of the Subsequent Award to be paid in
Restricted Stock, if any, by (B) the Fair Market Value per
share of the Common Stock on the date of grant of such Restricted
Stock (subject to adjustment as provided in Section 13) (a
“ Subsequent Restricted Stock Award ”). The
Compensation
