ex1029.htm


     

    
      CONFIDENTIAL
        TREATMENT REQUESTED

      
Exhibit
        10.29

    

    Amended*
      Equipment Acquisition Agreement

    


    *Reflects
      changes made by letter amendment dated August 22, 2007

    


    Introduction

    


    This
      Amended Equipment Acquisition Agreement (this “Agreement”) is entered into by
      and between California Micro Devices Corporation, a Delaware corporation
      (“CMD”), and SPEL Semiconductor Limited, a public limited company incorporated
      under the provisions of the Indian Companies Act, 1956 (“SPEL”), effective upon
      the later of the dates (the “Effective Date”) that it is signed on behalf of
      each party under Authorized Signatures
      below.

    


    Background

    


    A.
      SPEL
      has been packaging and testing semiconductor devices for CMD (the “Services”).
      The packaging involved has been primarily for TDFN packages and the parties
      desire to expand the Services to include UDFN and uUDFN packages.

    


    B.
      SPEL
      has requested that CMD purchase and consign to SPEL certain equipment in order
      to help provide the infrastructure necessary to render increased amounts of
      Services.  In exchange, SPEL has agreed to provide CMD with lower
      prices for the Services to repay the purchase price.

    


    Agreement

    


    Based
      upon the facts and premises contained in the above
Background, and the mutual promises below, SPEL and CMD
      hereby agree as follows:

    


    0.  Definitions.

    


    0.1
      “Packaging Process” means TDFN, UDFN, uUDFN, or other packaging for
      semiconductors which uses the Equipment as defined in Section 1.3.

    


    0.2 “Total
      Equipment Cost” means the cost of all of the Equipment purchased on Schedule 1
      as listed on Schedule 1 pursuant to Section 1.

    


    0.3 “Consignment
      Period” means that period of time from when the first piece of Equipment is
      received by SPEL until the Total Equipment Cost has been paid pursuant to
      Section 5  The Consignment Period can be terminated as provided in
      Section 7.

    


    1. Pricing
      and the Equipment.

    


    1.1.
      The
      prices listed on Schedule 3 under the heading SPEL Base shall be the mutually
      agreed price at which SPEL typically offers the Services to its customers,
      which
      shall be no more than the price SPEL affords other customers with similar (or
      lesser) volumes.  The initial version of Schedule 3 contains the SPEL
      Base prices as of the Effective Date.  The parties shall get together
      every ** months to review the SPEL Base prices and possibly revise the SPEL
      Base
      prices.  The expectation of the parties is that over time the SPEL
      Base prices will decline due to a corresponding decline in price of
      commodities (e.g. gold and copper). However, CMD acknowledges that if the price
      of commodities (e.g. gold and copper) should unexpectedly rise then the prices
      for the Services may have to increase accordingly and SPEL agrees that such
      commodity price increases are the only reason that the SPEL Base prices may
      increase.

    


    


    
      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            1
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

    

    


    1.2.
      Schedule 3 will also be revised from time to time by the parties to add rows
      corresponding to differing numbers of leads or pitches or differing Packaging
      Processes.

    


    1.3.
      SPEL
      has determined with CMD’s concurrence that the equipment to be subject to this
      Agreement should comprise of those items listed on Schedule 1, either new or
      used, with the estimated prices listed on Schedule 1.  Though
      estimated prices will remain the same, the number of items of each piece of
      Equipment may vary depending on the type of Equipment purchased provided that
      the Equipment purchased shall have a ** piece monthly
      capacity.  Within two weeks of the Effective Date, as CMD’s agent,
      SPEL shall obtain firm price quotations, including length and scope of warranty
      coverage (which SPEL shall ensure is available for consigned equipment) and
      available delivery dates, to purchase the items listed on Schedule 1 with a
      targeted delivery date of March or April 2007.  The price shall
      include the charges to deliver such equipment to SPEL’s location listed in
      Schedule 2 (the “Facility”), along with any taxes and duties, whether imposed on
      SPEL or CMD.  CMD will review such quotations and if such quotations
      differ from the estimates shown in Schedule 1 by more than 10% in the aggregate,
      the parties shall negotiate mutually acceptable changes to Schedule 3 to
      preserve the economics and shall revise Schedule 1 accordingly or else this
      Agreement shall terminate.  The equipment listed on the final Schedule
      1 is referred to in this Agreement as the “Equipment”.  Once the
      parties have completed the negotiations of Schedules 1 and 3, then CMD shall
      place purchase orders for the Equipment for delivery to the Facility as soon
      as
      possible.  In this manner, CMD will consign to SPEL, and SPEL will
      accept in consignment, the Equipment.

    


    2.
      Consignment of the Equipment.

    


    2.1.
      CMD
      agrees to make available the Equipment to SPEL on a consignment basis at the
      Facility during the Consignment Period for the use by SPEL solely in order
      to
      improve and support SPEL’s Services to CMD and for no other
      purpose.  The date that the Equipment vendor ships each particular
      Equipment item to the Facility shall be its “Consignment Date”.  In no
      event during the Consignment Period may SPEL use the Equipment other than as
      set
      forth in this Section 2.1; thus for example, SPEL may not use the Equipment
      to
      manufacture, assemble, process, package, or test wafers for another customer
      without CMD’s express, prior written consent.

    


    2.2.
      SPEL
      will assist CMD in obtaining any import licenses and other approvals and permits
      required for the importation of the Equipment and shall arrange the custom
      clearance of the Equipment as importer.  When obtaining the import
      licenses, SPEL will inform the authorities that the Equipment will remain the
      property of CMD indefinitely and shall arrange to the extent possible for CMD
      to
      be able to ship the Equipment elsewhere upon termination of this
      Agreement.

    


    2.3.
      Along with the Equipment, CMD shall supply to SPEL technical documentation
      from
      the manufacturer relating to the installation and operation of the Equipment
      in
      the English language.  SPEL shall use and operate the Equipment only
      in accordance with the instructions as laid down in the documentation or as
      otherwise given by CMD.

    


    3.
      Facility Preparation and Installation.

    


    3.1.
      SPEL
      will prepare the Facility in accordance with the Equipment manufacturers’
requirements and will properly install the Equipment at the
      Facility.  The Equipment will be installed and fully operational no
      later than July 1, 2007.

    


    


    3.2.
      CMD
      reserves the right to inspect the Facility and to request SPEL to make
      reasonable changes to the Facility to accommodate the Equipment.

    


    


    
      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

    

    4.
      Custody and Ownership; Obligations During Consignment
      Period.

    


    4.1.
      During the Consignment Period, CMD shall keep the sole and full title to the
      Equipment; thus, the Equipment shall remain the property of CMD.

    


    4.2.
      Risk
      of loss or damage to, and custody of, the Equipment shall transfer to SPEL
      immediately following when risk of loss passes from the vendor of the Equipment
      to CMD.  SPEL acknowledges the good quality of the Equipment upon
      delivery to the Facility, unless SPEL notifies CMD within two weeks of receipt
      of the Equipment.  In such event, SPEL shall cooperate with CMD to
      file appropriate documentation with the Equipment vendor in order to make a
      claim.

    


    4.3.
      SPEL
      shall comply with following obligations as to each item of Equipment until
      the
      expiration or termination of the Consignment Period:

    


    (a)
      SPEL
      shall take all necessary steps to protect the Equipment and avoid the Equipment
      being subject to any damage and to safeguard CMD’s property rights, including
      without limitation intellectual property rights, in the Equipment.

    


    (b)
      SPEL
      shall not sell, rent, lease, assign, donate, transfer, mortgage, or grant a
      security interest in or allow a lien to exist with respect to, the Equipment,
      or
      any of SPEL’s right to possession or use of the Equipment, to any third party
      under whatsoever conditions.  Thus, the Equipment and SPEL’s rights to
      use the Equipment under this Agreement shall be free from third party security
      interest or lien.

    


    (c)
      SPEL
      shall be responsible for any damage to the Equipment.  Upon the
      termination of the Consignment Period as defined in Section 7, SPEL shall return
      the Equipment to CMD in the same condition it was in on the Consignment Date,
      ordinary wear and tear excepted.  Thus, for example, SPEL will be
      responsible for any damage to the Equipment as a result of improper use,
      negligence, gross negligence or willful acts or omissions, by SPEL or by its
      employees.  Moreover, SPEL shall be responsible for the
      maintenance and repair of the Equipment and keeping the Equipment in good
      operating condition.

    


    (d)
      The
      Equipment shall not be transported from the Facility to any other location
      without first having obtained CMD’s prior consent in writing;

    


    (e)
      SPEL
      shall at its sole expense maintain insurance insuring the Equipment against
      loss, theft, fire, and damage in an amount sufficient to cover the full value
      of
      the Equipment. SPEL shall provide CMD with all such copies of insurance, each
      of
      which shall name CMD as an additional insured and provide that the policy may
      not be cancelled or not renewed except upon 30 days prior written notice to
      CMD.

    


    (f)
      SPEL
      will comply with all applicable laws, rules and regulations in exercising its
      rights and performing its obligations under this Agreement.  SPEL
      shall pay all taxes imposed on the Equipment and its use including, without
      limitation, VAT and personal property taxes, whether such taxes are imposed
      on
      CMD or SPEL.

    


    (g)
      SPEL
      shall prominently label the Equipment as belonging to CMD and shall take
      appropriate steps and make any necessary filings with the government to ensure
      that the government and third parties know that the Equipment does not belong
      to
      SPEL and do not extend credit to SPEL on the basis of the
      Equipment.

    


    (h)
      SPEL
      agrees to make any and all appropriate public filings in order to inform the
      public or government that the Equipment is the property of CMD and not SPEL
      and
      is merely on consignment to SPEL.  SPEL agrees to provide CMD with a
      copy of each such filing when made.

    


    (i)
      SPEL
      shall perform Services using the Packaging Processes requested by CMD at the
      prices shown under the heading “Base Price”on Schedule 3.  SPEL
      commits to make ** units per month capacity of Packaging Services available
      to
      CMD using the Equipment and shall provide turn-around time, testing and
      quality control, and warranty for CMD that are comparable to or better than
      that
      provided to other customers of SPEL. 

     

    
      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

    

    5.
      No payment.

    


    In
      view
      of the fact that the Equipment is provided by CMD to SPEL to support SPEL’s
      Services to CMD, SPEL and CMD agree that the Equipment shall be given on
      consignment.  Notwithstanding the foregoing, SPEL shall pay CMD
      $58,200 prior to the last day of each month for 35 months beginning with
      September, 2007.  During August, 2010, SPEL shall pay CMD the
      difference between the Total Equipment Cost and the cumulative amount previously
      paid pursuant to the prior sentence..

    


    6.
      Liability Limitation and Disclaimer.

    


    6.1.
      CMD
      shall not be liable for any damages or losses in connection with this Agreement
      in excess of fifty US Dollars (US $50.00) and in particular CMD shall not be
      responsible or liable for bodily injury or damage to property or other loss
      sustained by third parties or SPEL which may arise in consequence of the use
      of
      the Equipment.  In addition, in no event shall CMD be liable for any
      indirect, special, incidental or consequential damages of any nature whatsoever,
      including without limitation loss of profit and/or revenue.

    


    6.2.
      SPEL
      shall defend, indemnify and hold CMD harmless from and against any and all
      suits, claims, actions, proceedings, costs, damages, liabilities and expenses
      (including without limitation reasonable attorneys’ fees) arising out of or
      related to SPEL’s use of the Equipment, including without limitation damage or
      personal injury arising from SPEL’s use of the Equipment, including substandard
      Services. Notwithstanding the foregoing, this section 6.2 shall not apply to
      damages or personal injury to customers or other users of CMD’s products which
      arise due to their purchase or use of CMD products in which Services were a
      part
      of the manufacturing, assembly, or packaging process.

    


    6.3. CMD
      is providing the Equipment “AS IS” without warranties of any kind except those
      provided by the Equipment vendor which CMD shall permit SPEL to assert on its
      behalf during the Consignment Period.  If the Consignment Period
      expires rather than terminates, then CMD shall assign the warranties to
      SPEL.

    


    7.
      Consignment Period
      Expiration.

    


    If
      and
      once the Consignment Period has expired (rather than terminated), CMD shall
      transfer all right, title, and interest to the Equipment to
      SPEL.  Upon request, CMD will assist SPEL as reasonably requested so
      that SPEL may take appropriate steps and make any necessary filings with the
      government to ensure that the government and third parties know that the
      Equipment no longer belongs to CMD.

    


    8.
      Agreement Term and Termination.

    


    8.1.
      This
      Agreement shall become effective upon the Effective Date and shall expire
      immediately after the Consignment Period expires unless earlier terminated
      (1)
      by either party upon ninety (90) days notice that it desires to terminate this
      Agreement without cause for its convenience or (2) by either party pursuant
      to
      Section 8.2.

    


    8.2.
      In
      the event of a material breach of the terms and conditions of this Agreement
      by
      either party, the other party shall have the right to terminate this Agreement
      by notice in writing, if such breach or failure is not remedied by the breaching
      party within thirty (30) days after written notice describing such breach has
      been given by terminating party except that the cure period for payments due
      under Section 5 shall be ten (10) days for the first breach and two (2) business
      days for subsequent breaches..

    


    


    
      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

    

    


    8.3.
      In
      the event that CMD shall terminate this Agreement for cause or SPEL shall
      terminate this Agreement without cause, then SPEL shall stop the use of the
      Equipment and return the Equipment which is listed as test equipment to
      CMD.  CMD may if it desires inspect the Equipment at the Facility
      before the return of the Equipment.  SPEL shall pay for the cost of
      returning the Equipment from SPEL to CMD, including without limitation, shipping
      and insurance costs.  As to the Equipment which is listed as assembly
      equipment, CMD shall have the option of requesting that such Equipment be
      shipped as CMD directs at its cost or to cause SPEL to purchase such Equipment
      from CMD.  The purchase price shall be equal to the original price of
      such Equipment less an amount equal to the cumulative amount previously paid
      under Section 5 times the ratio of the original cost of that assembly Equipment
      being purchased to the original cost of all Equipment listed on Schedule
      1.

    


    8.4.
      In
      the event that SPEL shall terminate this Agreement for cause or CMD shall
      terminate this Agreement without cause, then SPEL shall stop the use of the
      Equipment and return the Equipment which is listed as test equipment to CMD
      and
      CMD shall owe SPEL an amount equal to the cumulative amount previously paid
      under Section 5 times the ratio of the original cost of such test Equipment
      to
      the original cost of all Equipment listed on Schedule 1 plus, as to the
      Equipment which is test equipment, the cost of replacement internal circuit
      boards unless caused by SPEL’s negligence, accident, or failure of periodic
      maintenance schedule provided that SPEL has informed CMD during the term of
      the
      Agreement whenever a replacement internal circuit board is required and its
      cost.  As to the Equipment which is listed as assembly equipment, SPEL
      shall have the option of purchasing such Equipment from CMD or shipping such
      Equipment as CMD directs at CMD’s cost.  The purchase price shall be
      equal to the original price of such Equipment less an amount equal to the
      cumulative amount previously paid under Section 5  times the ratio of
      the original cost of that assembly Equipment being purchased to the original
      cost of all Equipment listed on Schedule 1.  CMD may if it desires
      inspect the Equipment at the Facility before the return of the
      Equipment.  CMD has to pay for the cost of returning such Equipment
      from SPEL to CMD, including without limitation, shipping and insurance
      costs.  SPEL will obtain CMD’s prior approval and will bill CMD for
      the actual cost of these services.

    


    8.5.
      The
      rights and obligations of the parties under Sections 6, 8, and 9 shall survive
      any expiration or termination of this Agreement and the rights and obligations
      of the parties under Section 7 shall survive any expiration of this
      Agreement. 

    


    9.
      Miscellaneous.

    


    9.1.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      California, excluding its conflict of law principles.  This Agreement
      has been made in English language and all documents and communications between
      the Parties hereto shall be in English language.

    


    9.2.
      The
      terms and conditions contained in this Agreement and its Annexes constitute
      the
      entire agreement between the parties with respect of its subject matter and
      shall supersede any and all prior communications, representations, agreements
      and/or understandings, either oral or written, between the parties with respect
      to such subject matter.  No agreement or understanding varying or
      extending the terms and conditions contained in this Agreement and its Annexes
      shall be binding upon either party hereto unless made in writing and signed
      by
      duly authorized representatives of the parties.

    


    9.3.
      The
      parties shall exercise all commercially reasonable efforts to settle between
      themselves in an amicable way any dispute which may arise out of or in
      connection with this Agreement.  Should a dispute nonetheless arise,
      the parties desire to avoid the burdens and delay that often accompany
      traditional litigation to the maximum extent possible and, therefore, agree
      that
      any dispute, controversy or claim concerning or
      relating to this Agreement and all connected and related
      matters whatsoever (a "Dispute"), shall be resolved  exclusively by
      referral to arbitration. The arbitration proceedings shall be conducted in
      English and in accordance with the rules and provisions of the International
      Centre for Dispute Resolution (“ICDR”).  The venue of the arbitration
      shall be San Jose, California.

    


    
      
        **
          CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
          OF
          THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

        CONFIDENTIAL
          TREATMENT REQUESTED

      

    

     

    The
      arbitration shall be conducted by a person nominated jointly by the parties
      within ten (10) business days or else chosen in accordance with the rules of
      the
      ICDR. The arbitration shall be documents only, evidence through affidavits,
      "fast track" arbitration except that a party may if it chooses offer oral
      testimony.  The arbitrator shall have the right to pass interim awards
      and issue directions but shall not act in any award, direction, or decision
      beyond what a court could.  Any arbitration award shall be binding and
      final, except as otherwise provided by California law, and judgment may be
      entered upon it in accordance with applicable law in any court having
      jurisdiction.  Notwithstanding any of the foregoing, CMD may request
      injunctive and/or equitable relief either from the arbitrator or from a court
      of
      competent jurisdiction in order to protect its rights or property, including
      without limitation for breach of the use restrictions under Section 2.1 and
      the
      various obligations under Section 4.3.

    


    9.4.
      If
      any provision of this Agreement is held invalid, illegal or unenforceable,
      such
      provision will be reformed only to the extent necessary and in such a manner
      to
      effect the original intention of the parties; all remaining provisions continue
      in full force and effect.  Any failure by either party to strictly
      enforce any provision of this Agreement will not operate as a waiver of that
      provision or any subsequent default or breach of the same or a different kind.
      Notices under this Agreement must be in writing and will be deemed given when
      delivered personally, or by email or facsimile (with confirmation of receipt)
      or
      by conventional mail (registered or certified, postage prepaid with return
      receipt requested).  Notices will be addressed to the parties at the
      addresses appearing below, but each party may change the address by written
      notice in accordance with this paragraph.  This Agreement will be
      binding upon, and inure to the benefit of, the parties and their respective
      successors and assigns.

    


    9.5.
      Either party is excused from performance and shall not be liable for any delay
      in delivery or non-delivery or performance, in whole or in part, caused by
      the
      occurrence of any contingency beyond the control of the parties including,
      but
      not limited to, delay in obtaining required clearances, fires, civil
      disobedience, riots, floods, shortage of power &  fuel, war, and
      other acts of God.     If the force majeure event lasts
      for more than four (4) months, then the other party may terminate this Agreement
      for cause.

    


    9.6.
      This
      Agreement may be executed by facsimile and in counterparts, each of which shall
      be deemed to be an original and all of which together shall be deemed to be
      one
      and the same instrument.

    


    Authorized
      Signatures

    


    In
      order
      to bind the parties to this Equipment Acquisition Agreement, their duly
      authorized representatives have signed their names below on the dates
      indicated.

    
      	
               

            


    

    
      	 	
              Spel
                Semiconductor Limited (SPEL)

            	 	 	 	
              California
                Micro Devices Corporation (CMD)

            
	 	 	 	 	 	 
	
              By:

            	
                
                /S/ SAM VARGHESE

              ____________________________

            	
               

            	
              By:

            	
               

            	
              /S/
                ROBERT V. DICKINSON

              _______________________________

            
	 	
              Sam
                Varghese

            	
               

            	
               

            	
               

            	
              Robert
                V. Dickinson

            
	 	 	 	 
	 	
               Title:
                Chief Executive Officer

            	
               

            	
               

            	
               

            	
              Title:
                President and Chief Executive Officer (Principal Executive
                Officer)

            
	 	
               

            	
               

            	
               

            	
               

            	 
	 	
              Date
                Executed: September 6, 2007*

            	 	 	 	
              Date
                Executed: August 22, 2007*

            
	 	 	 	 	 	 
	 	
               Address:
                5 CMDA Industrial Estate

              MM
                Nagar, (Chennai) 603 209,
                India

            	
               

            	
               

            	
               

            	
              Address:
                490 N. McCarthy Blvd, #100

              Milpitas,
                CA 95035

            


    

     

    *
      January
      24, 2007 for initial agreement


    


    
      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

    

    


    Schedule
      1

    List
      of Equipment and Cost

    


    A.           Initial
      Estimate

    


    
      	
              1.           UDFN
                Assembly

               

            	 	 	 
	
              Die
                Attach (2)

            	 	$	
              50,000

            	 
	
              Wirebonders
                (7)

            	 	$	
              300,000

            	 
	
              Auto
                Mold/ Die set (1)

            	 	$	
              450,000

            	 
	
              Saw
                Singulation (1)

            	 	$	
              200,000

            	 
	 	 	 	 	 
	
              2.           uUDFN
                Assembly

               

            	 	 	 	 
	
              Screen
                Printer (1)

            	 	$	
              150,000

            	 
	
              Die
                Attach (1)

            	 	$	
              200,000

            	 
	 	 	 	 	 
	
              3.           UDFN/uUDFN
                Test

               

            	 	 	 	 
	
              Eagle
                Tester (1)

            	 	$	
              250,000

            	 
	
              Tesec
                Strip Handler (1) and Tape and Reel (1)

            	 	$	
              600,000

            	 
	 	 	 	 	 
	
              Total

            	 	$	
              2,200,000

            	 
	 	 	 	 	 


    

    


    B.           Final
      Quotations

    


    
      	
              1.           UDFN
                Assembly

               

            	 	 	 
	
              Die
                Attach (2)

            	 	$	**	 
	
              Wirebonders
                (7)

            	 	$	**	 
	
              Auto
                Mold/ Die set (1)

            	 	$	**	 
	
              Saw
                Singulation (1)

            	 	$	**	 
	 	 	 	 	 
	
              2.           uUDFN
                Assembly

               

            	 	 	 	 
	
              Screen
                Printer (1)

            	 	$	**	 
	
              Die
                Attach (1)

            	 	$	**	 
	 	 	 	 	 
	
              3.           UDFN/uUDFN
                Test

               

            	 	 	 	 
	
              Eagle
                Tester (1)

            	 	$	**	 
	
              Tesec
                Strip Handler (1) and Tape and Reel (1)

            	 	$	**	 
	 	 	 	 	 
	
              Total

            	 	$	**	 
	 	 	 	 	 


    

    


    


    Schedule
      2

    Facility
      Location


    
      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

    

    


    Schedule
      3

    Pricing

    


     

    
      	 Package	 	 Pitch	 	 SPEL
              Base
	
              8
                lead TDFN

            	 	
              0.4
                mm

            	 	
              **

            
	
              12
                lead TDFN

            	 	
              0.4
                mm

            	 	
              **

            
	
              16
                lead TDFN

            	 	
              0.4
                mm

            	 	
              **

            
	
              8
                lead TDFN

            	 	
              0.5
                mm

            	 	
              **

            
	
              12
                lead TDFN

            	 	
              0.5
                mm

            	 	
              **

            
	
              16
                lead TDFN

            	 	
              0.5
                mm

            	 	
              **

            
	
              8
                lead UDFN

            	 	
              0.4
                mm

            	 	
              **

            
	
              12
                lead UDFN

            	 	
              0.4
                mm

            	 	
              **

            
	
              16
                lead UDFN

            	 	
              0.4
                mm

            	 	
              **

            
	
              8
                lead UDFN

            	 	
              0.5
                mm

            	 	
              **

            
	
              12
                lead UDFN

            	 	
              0.5
                mm

            	 	
              **

            
	
              16
                lead UDFN

            	 	
              0.5
                mm

            	 	
              **

            
	
              6
                lead uUDFN

            	 	
              0.4
                mm

            	 	
              **

            
	
              6
                lead uUDFN

            	 	
              0.5
                mm

            	 	
              **

            


    

     

     

     

    

      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      


      Post-Consignment
        Services Pricing Agreement

      


      Introduction

      


      This
        Post-Consignment Services Pricing Agreement (this “Agreement”) is entered into
        by and between California Micro Devices Corporation, a Delaware corporation
        (“CMD”), and SPEL Semiconductor Limited, a public limited company incorporated
        under the provisions of the Indian Companies Act, 1956 (“SPEL”), effective upon
        the date (the “Effective Date”) of either (1) the expiration of the Equipment
        Acquisition Agreement entered into by and between CMD and SPEL effective
        January
        __, 2007 (the “Equipment Acquisition Agreement”) or (2) the termination of the
        Equipment Acquisition Agreement without cause by SPEL or with cause by
        CMD.  Should the Equipment Acquisition Agreement instead be terminated
        without cause by CMD or with cause by SPEL, then this Agreement shall never
        become effective.

      


      Background

      


      A.
        SPEL
        has been packaging and testing semiconductor devices for CMD (the
“Services”).  The packaging involved has been primarily for TDFN
        packages and the parties desire to expand the Services to include UDFN and
        uUDFN
        packages.

      


      B.
        CMD
        will be purchasing and consigning to SPEL certain equipment listed on Schedule
        1
        (the “Equipment”), either new or used, in order to help provide the
        infrastructure necessary for SPEL to render increased amounts of Services
        as set
        forth in the Equipment Acquisition Agreement.  In exchange, SPEL has
        agreed to provide CMD with lower prices for the Services under this
        Agreement once SPEL has provided CMD with price concessions equal to the
        purchase price of the Equipment as set forth in the Equipment Acquisition
        Agreement.

      


      Agreement

      


      Based
        upon the facts and premises contained in the above
Background, and the mutual promises below, SPEL and
        CMD hereby agree as follows:

      


      0.
        Definitions.

      


      0.1
        “Packaging Process” means TDFN, UDFN, uUDFN, or other packaging for
        semiconductors which uses the Equipment.

      


      0.2
“SPEL
        Ownership Period” means that period of time starting on the Effective Date until
        the expiration or termination of this Agreement.

      


      1.
        Pricing.

      


      1.1.
        The
        prices listed on Schedule 2 under the heading SPEL Base shall be the mutually
        agreed  price at which SPEL typically offers the Services to its
        customers, which shall be not greater than the price SPEL affords other
        customers with similar (or lesser) volumes, and the Post Amortization prices
        are
        calculated as a difference from the SPEL Base price.  The initial
        version of Schedule 2 contains the SPEL Base prices as of the date of execution
        of this Agreement.  The parties shall get together at the start of the
        SPEL Ownership Period and every ** months thereafter to review the SPEL Base
        prices and possibly revise the SPEL Base prices, in which case the Post
        Amortization prices will be revised accordingly to retain the same differential
        from the SPEL Base prices as on the initial Schedule 2.  The
        expectation of the parties is that over time the SPEL Base prices will decline
        due to a corresponding decline in price of commodities (e.g. gold and
        copper).  However, CMD acknowledges that if the price of commodities
        (e.g. gold and copper) should unexpectedly rise then the prices for the Services
        may have to increase accordingly and SPEL agrees that such commodity price
        increases are the only reason that the SPEL Base prices may
        increase.

      


      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

       

      1.2. Schedule
        2 will also be revised from time to time by the parties to add rows
        corresponding to differing numbers of leads or pitches or differing Packaging
        Processes.  In the case of TDFN Packaging Processes the Post
        Amortization prices for the new rows are anticipated to be **% of the SPEL
        Base price while for non-TDFN Packaging Processes, the Post Amortization
        prices
        for the new rows are anticipated to be **% of the SPEL Base
        price.

      


      2.
        Liability Limitation and Disclaimer.

      


      2.1. CMD
        shall not be liable for any damages or losses in connection with this Agreement
        in excess of fifty US Dollars (US $50.00).  In addition, in no event
        shall CMD be liable for any indirect, special, incidental or consequential
        damages of any nature whatsoever, including without limitation loss of profit
        and/or revenue.

      


      2.2.
        SPEL
        shall defend, indemnify and hold CMD harmless from and against any and all
        suits, claims, actions, proceedings, costs, damages, liabilities and expenses
        (including without limitation reasonable attorneys’ fees) arising out of or
        related to SPEL’s use of the Equipment, including without limitation damage or
        personal injury arising from SPEL’s use of the Equipment, including substandard
        Services. Notwithstanding the foregoing, this section 6.2 shall not apply
        to
        damages or personal injury to customers or other users of CMD’s products which
        arise due to their purchase or use of CMD products in which Services were
        a part
        of the manufacturing, assembly, or packaging process.

      


      3.
        SPEL Obligations During the SPEL Ownership
Period.

      


      
        	
                3.1.  

              	
                SPEL
                  shall comply with following obligations during the SPEL Ownership
                  Period:

              


      

      


      (a)
        SPEL
        shall take all necessary steps to protect the Equipment and avoid the Equipment
        being subject to any damage. SPEL shall be responsible for the maintenance
        and
        repair of the Equipment and keeping the Equipment in good operating
        condition.

      


      (b)
        SPEL
        may sell the Equipment, or any of SPEL’s rights to possession or use of the
        Equipment, provided that SPEL has first provided CMD with written assurance
        that
        SPEL has other equipment which SPEL would commit to employ in order to have
        the
        capacity to render the Services to CMD on five million pieces per month at
        the
        Post Amortization price.

      


      (c) SPEL
        may relocate the Equipment from the Facility provided that SPEL has first
        provided CMD with written assurance that the Equipment will still be available
        to provide the Services to CMD, or else that SPEL had other equipment that
        SPEL
        would substitute for the Equipment in order to have the capacity to render
        the
        Services to CMD on five million pieces per month at the Post Amortization
        price.

      


      (d)
        SPEL
        shall at its sole expense maintain insurance insuring the Equipment against
        loss, theft, fire, and damage in an amount sufficient to cover the full value
        of
        the Equipment.

      


      (e)
        SPEL
        will comply with all applicable laws, rules and regulations in exercising
        its
        rights and performing its obligations under this Agreement.  SPEL
        shall pay all taxes imposed on the Equipment and transfer to SPEL and its
        use
        including, without limitation, VAT and personal property taxes, whether such
        taxes are imposed on CMD or SPEL.

      


      (f)
        SPEL
        shall give priority to CMD’s needs over those of its other customers in SPEL’s
        use of the Equipment.

      


      (g)
        SPEL
        shall perform Services using the Packaging Processes requested by CMD at
        the
        prices shown under the heading “Post Amortization” on Schedule
        2.  SPEL commits to make ** units per month capacity of Packaging
        Services available to CMD and shall provide turn-around time, testing and
        quality control, and warranty for CMD that are comparable to or better than
        that
        provided to other customers of SPEL.

      



      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      

      4.
        Agreement Term and Termination.

      


      4.1.
        This
        Agreement shall become effective upon the Effective Date and shall
        expire on **, unless earlier terminated (1) by either party upon
        ninety (90) days notice that it desires to terminate this Agreement without
        cause for its convenience,  (2) by either party pursuant to Section 4.2, or
        (3) pursuant to Section 4.3.

      


      4.2.
        In
        the event of a material breach of the terms and conditions of this Agreement
        by
        either party, the other party shall have the right to terminate this Agreement
        by notice in writing, if such breach or failure is not remedied by the breaching
        party within thirty (30) days after written notice describing such breach
        has
        been given by terminating party.

      


      4.3.
        This
        Agreement shall be deemed terminated on the day after the Effective Date
        if the
        Equipment Acquisition Agreement was terminated without cause by SPEL or with
        cause by CMD.

      


      4.4.
        In
        the event that CMD shall terminate this Agreement for cause, SPEL shall
        terminate this Agreement without cause, or this Agreement is deemed terminated
        pursuant to Section 4.3, then SPEL shall pay to CMD damages per month equal
        to
        the spread between SPEL Base price and Post Amortization price for ** units
        until this Agreement would otherwise have expired.

      


      4.5.
        In
        the event that SPEL shall terminate this Agreement for cause or CMD shall
        terminate this Agreement without cause, then SPEL’s obligations under Section
        3.1 shall cease.

      


      4.6.
        The
        rights and obligations of the parties under Sections 2, 4, and 5 shall survive
        any expiration or termination of this Agreement.

      


      5.
        Miscellaneous.

      


      5.1.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of
        California, excluding its conflict of law principles. This Agreement has
        been made in English language and all documents and communications between
        the
        Parties hereto shall be in English language.

      


      5.2.
        The
        terms and conditions contained in this Agreement and its Schedules constitute
        the entire agreement between the parties with respect of its subject matter
        and
        shall supersede any and all prior communications, representations, agreements
        and/or understandings, either oral or written, between the parties with respect
        to such subject matter.  No agreement or understanding varying or
        extending the terms and conditions contained in this Agreement and its Annexes
        shall be binding upon either party hereto unless made in writing and signed
        by
        duly authorized representatives of the parties.

      


      5.3. The
        parties shall exercise all commercially reasonable efforts to settle between
        themselves in an amicable way any dispute which may arise out of or in
        connection with this Agreement.  Should a dispute nonetheless arise,
        the parties desire to avoid the burdens and delay that often accompany
        traditional litigation to the maximum extent possible and, therefore, agree
        that
        any dispute, controversy or claim concerning or
        relating to this Agreement and all connected and
        related matters whatsoever (a “Dispute”), shall be resolved  exclusively by
        referral to arbitration. The arbitration proceedings shall be conducted in
        English and in accordance with the rules and provisions of the International
        Centre for Dispute Resolution (“ICDR”). The venue of the arbitration shall be
        San Jose, California. 

      


      The
        arbitration shall be conducted by a person nominated jointly by the parties
        within ten (10) business days or else chosen in accordance with the rules
        of the
        ICDR. The arbitration shall be documents only, evidence through affidavits,
        “fast track” arbitration except that a party may if it chooses offer oral
        testimony.  The arbitrator shall have the right to pass interim awards
        and issue directions but shall not act in any award, direction, or decision
        beyond what a court could.  Any arbitration award shall be binding and
        final, except as otherwise provided by California law, and judgment may be
        entered upon it in accordance with applicable law in any court having
        jurisdiction.


      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            11
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      


      5.4.
        If
        any provision of this Agreement is held invalid, illegal or unenforceable,
        such
        provision will be reformed only to the extent necessary and in such a manner
        to
        effect the original intention of the parties; all remaining provisions continue
        in full force and effect.  Any failure by either party to strictly
        enforce any provision of this Agreement will not operate as a waiver of that
        provision or any subsequent default or breach of the same or a different
        kind.
        Notices under this Agreement must be in writing and will be deemed given
        when
        delivered personally, or by email or facsimile (with confirmation of receipt)
        or
        by conventional mail (registered or certified, postage prepaid with return
        receipt requested).  Notices will be addressed to the parties at the
        addresses appearing below, but each party may change the address by written
        notice in accordance with this paragraph.  This Agreement will be
        binding upon, and inure to the benefit of, the parties and their respective
        successors and assigns.

      


      5.5
        Either party is excused from performance and shall not be liable for any
        delay
        in delivery or non-delivery or performance, in whole or in part, caused by
        the
        occurrence of any contingency beyond the control of the parties including,
        but
        not limited to, delay in obtaining required clearances, fires, civil
        disobedience, riots, floods, shortage of power & fuel, war, and other acts
        of God.  The term of this Agreement shall be extended by the amount of
        time that the force majeure condition lasts; provided, however, that if the
        force majeure event impacts SPEL and lasts for more than four (4) months,
        then
        CMD may request that SPEL pay to CMD any proceeds it receives from insurance
        covering the Equipment in which case this Agreement would expire and SPEL
        shall
        pay such proceeds to CMD within ten (10) days of when received by
        SPEL.

      


      5.6
        This
        Agreement may be executed by facsimile and in counterparts, each of which
        shall
        be deemed to be an original and all of which together shall be deemed to
        be one
        and the same instrument.

      


      Authorized
        Signatures

      


      In
        order
        to bind the parties to this Post-Consignment Services Pricing Agreement,
        their
        duly authorized representatives have signed their names below on the dates
        indicated.

        
          	
                   

                


        

        
          	 	
                  Spel
                    Semiconductor Limited (SPEL)

                	 	 	 	
                  California
                    Micro Devices Corporation (CMD)

                
	 	 	 	 	 	 
	
                  By:

                	
                    
                    /S/ SAM VARGHESE

                  ____________________________

                	
                   

                	
                  By:

                	
                   

                	
                  /S/
                    ROBERT V. DICKINSON

                  _______________________________

                
	 	
                  Sam
                    Varghese

                	
                   

                	
                   

                	
                   

                	
                  Robert
                    V. Dickinson

                
	 	 	 	 
	 	
                   Title:
                    Chief Executive Officer

                	
                   

                	
                   

                	
                   

                	
                  Title:
                    President and Chief Executive Officer (Principal Executive
                    Officer)

                
	 	
                   

                	
                   

                	
                   

                	
                   

                	 
	 	
                  Date
                    Executed: January 24, 2007

                	 	 	 	
                  Date
                    Executed: January 24, 2007

                
	 	 	 	 	 	 
	 	
                   Address:
                    5 CMDA Industrial Estate

                  MM
                    Nagar, (Chennai) 603 209,
                    India

                	
                   

                	
                   

                	
                   

                	
                  Address:
                    490 N. McCarthy Blvd, #100

                  Milpitas,
                    CA 95035

                


        

         

      


      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      


      Schedule
        1

      List
        of Equipment

      


      


      1.  UDFN
        Assembly

      


      Die
        Attach (2)

      Wirebonders
        (7)

      Auto
        Mold/ Die set
        (1)

      Saw
        Singulation
        (1)

      


      2.  uUDFN
        Assembly

      


      Screen
        Printer
        (1)

      Die
        Attach (1)

      


      3.  UDFN/uUDFN
        Test

      


      Eagle
        Tester (1)

      Tesec
        Strip Handler
        (1)

      Tape
        and Reel (1)

      


      Parenthetical
        indicates number of units of equipment.

      



      
        
          **
            CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
            OF
            THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
            SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

          CONFIDENTIAL
            TREATMENT REQUESTED

        

      


      Schedule
        2

      Pricing

      


      
        	
                Package

              	
                Pitch

              	 	
                SPEL
                  Base

              	 	 	
                Post
                  Amortization

              	 
	
                8
                  lead TDFN

              	
                0.4
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                12
                  lead TDFN

              	
                0.4
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                16
                  lead TDFN

              	
                0.4
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                8
                  lead TDFN

              	
                0.5
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                12
                  lead TDFN

              	
                0.5
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                16
                  lead TDFN

              	
                0.5
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                8
                  lead UDFN

              	
                0.4
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                12
                  lead UDFN

              	
                0.4
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                16
                  lead UDFN

              	
                0.4
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                8
                  lead UDFN

              	
                0.5
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                12
                  lead UDFN

              	
                0.5
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                16
                  lead UDFN

              	
                0.5
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                6
                  lead uUDFN

              	
                0.4
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 
	
                6
                  lead uUDFN

              	
                0.5
                  mm

              	 	 	
                **

              	 	 	 	
                **

              	 


      

      


      


      **
        CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
        OF
        THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

       

      -
        14 -