EX-10.1



 Exhibit 10.1 
 May 29, 2013 
 Thomas Lacey 
 [Address Redacted] 
 Dear Tom, 

I am pleased to offer you a position with Tessera Technologies, Inc. (“Tessera” or the “Company”), as Interim CEO
effective today. If you decide to join us, you will receive an annual salary of $500,000 that will be paid in accordance with the Company’s regular payroll cycle. Further, as an employee, you are also eligible to receive certain employee
benefits, including group medical and dental benefits, 401(k) plan as well as other Company sponsored benefits. You should note that the Company reserves the right to modify benefits from time to time as it deems necessary. 

In addition, subject to your acceptance of this offer today, the Company’s Compensation Committee has agreed to grant to you the
following equity awards, each with a grant date of May 29, 2013: 
  

	 	•	 	 an option to purchase 30,000 shares of the Company’s common stock at a price per share equal to the fair market value per share of the common
stock on the date of grant (“Option Grant”); and 


  

	 	•	 	 12,500 Restricted Stock Units at no cost (“RSU Grant” and collectively with the Option Grant referred to herein as “Equity
Grants”). 


 The Equity Grants are subject to the terms and conditions of Tessera’s Fifth Amended
and Restated 2003 Equity Incentive Plan and the associated award agreement, including vesting requirements. The Option Grant shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company’s common
stock subject to the Option Grant on the first anniversary of the date of grant, and thereafter the balance of the Option Grant shall vest and become exercisable in a series of thirty-six (36) successive equal monthly installments measured from
the first anniversary of the date of grant. The RSU Grant shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of common stock subject to the RSU Grant on each of the first four anniversaries of the date of
grant. If your employment as interim CEO is involuntarily terminated by the Company at any time, such portion of each Equity Grant shall immediately vest and become exercisable as is equal to (a) one-sixth of the total number of shares subject
to such Equity Award multiplied by (b) the number of calendar months (or part thereof) that you have served as Interim CEO following the date of grant. Any unvested portion of the Equity Grants will be cancelled at such time as you cease to
serve as interim CEO. 
 Finally, you are eligible to receive a performance cash bonus of up to $250,000 based on goals and
objectives mutually agreed upon by you and Board of Directors of the Company as soon as practicable following the commencement of your employment with the Company. 
 The Company is excited about your joining and looks forward to a mutually beneficial relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and
constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without
notice. We request that, in the event of resignation, you give the Company at least two weeks notice. 
 For purposes of federal
immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of
hire, or our employment relationship with you may be terminated. 







 Thomas Lacey 
 May 29, 2013 
 Page 2 

 
 We also ask that, if you have not already done so, you
disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such
agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment,
occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your
obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any
such information. 
 As a Company employee, you will be expected to abide by company rules and standards. You will be
specifically required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook. As a condition of your employment, you will also be required to sign and
comply with an Employment, Confidential Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and
non-disclosure of proprietary information. The Agreement also provides that in the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that all such disputes shall be fully and finally
resolved by binding arbitration. 
 To indicate your acceptance of the Company’s offer, please sign and date this letter in
the space provided below. A duplicate original is enclosed for your records. If you accept our offer, you will start your employment today. This letter, along with any agreements relating to proprietary rights between you and the Company, set forth
the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a
written agreement signed by the Tessera General Counsel and you. Please sign and return this letter by noon Pacific Time on Wednesday, May 29, 2013. This offer of employment will terminate if it is not accepted, signed and returned by that
date. 
 Tom, we look forward to your favorable reply and to working with you at Tessera. 

Sincerely, 
 /s/ C. Richard Neely, Jr.

 Agreed to and accepted: 

Signature: 
  

			
	 /s/ Thomas Lacey
	 	
	Thomas Lacey