Supplemental Agreement to Stipulation and Agreement of Settlement



 Exhibit 10.35 
  
 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  
 SUPPLEMENTAL AGREEMENT 
  
 Pursuant to paragraph 24 of the Stipulation and Agreement of Settlement dated November 23, 2004 (the “Stipulation”) in Angeloni, et al. v. Microtune, Inc., et al., Civil Action No. 4:03cv56, this Supplemental Agreement is
made by and among Lead Plaintiffs and Microtune, Inc. (“Microtune”). 
  
 1. All terms used in this Supplemental Agreement shall have the same meanings as in the Stipulation. 
  
 2. Subject to the provisions of paragraph 3 hereof, Microtune, after consultation with the other Settling Defendants, shall have the option to terminate
the Settlement in the event that the amount of Recognized Claims (as defined in the Plan of Allocation set forth in the Settlement Notice) held by Settlement Class Members who would otherwise be entitled to participate as members of the Settlement
Class, but who timely and validly request exclusion (the “Opt-outs”), is in excess of [***] of the outstanding shares of Microtune, Inc.’s common stock at [***], less the total shares held by persons and entities who are excluded from
the Settlement Class by virtue of the definition set forth in paragraph 1(q) of the Stipulation (the “Termination Threshold”). 
  
 3. It is expressly understood and agreed that the only persons and entities who may submit requests for exclusion at this time are those persons and
entities who are members of the Settlement Class, i.e., those persons who purchased or otherwise acquired Microtune common stock from July 23, 2001 through and including February 20, 2003, and who are not excluded by (1) the definition of the
Settlement Class (excluded from the Settlement Class are the Defendants in this action, members of the immediate families (parents, spouses, siblings, and children) of each of the individual Defendants, any person, firm, trust, corporation, officer,
director or other 
  

 [***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. 







 
CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  
 individual
or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants, and the legal representatives, heirs, successors in interest or assigns of any such excluded party), or (2) the release of
their claims in the Action pursuant to the settlement of the arbitration proceeding styled Microtune, Inc. and Jason Mendelson (as shareholder representative on behalf of certain former holders of the capital stock of Transilica Inc.), which
was filed before C. Michael Moore on August 7, 2003. 
  
 4. The
Preliminary Order shall provide that requests for exclusion must be postmarked at least fourteen (14) calendar days prior to the Settlement Fairness Hearing date. Upon receiving any request(s) for exclusion pursuant to the Settlement Notice, the
Claims Administrator shall promptly notify Lead Plaintiffs’ Counsel and counsel for Microtune of such request(s) for exclusion. 
  
 5. If Microtune elects to exercise the option set forth in paragraph 2 hereof, written notice of such election must be provided to Lead Plaintiffs’
Counsel on or before seven (7) calendar days prior to the Settlement Fairness Hearing. 
  
 6. In the event that Microtune provides a written notice of its termination of the Settlement pursuant to paragraph 5 hereof, Microtune may withdraw its termination by providing written notice of such withdrawal of
its termination to Lead Plaintiffs’ Counsel no later than 5:00 P.M. Central Time on the day prior to the Settlement Fairness Hearing, or by such later date as shall be agreed upon in writing as between Lead Plaintiffs’ Counsel and counsel
for Microtune. 
  
 7. If Microtune gives written notice of
termination pursuant to paragraph 5 of this Supplemental Agreement, Lead Plaintiffs’ Counsel may, within six (6) calendar days of receipt of such notice of termination (or such longer period as shall be agreed upon in writing between Lead
Plaintiffs’ Counsel and counsel for Settling Defendants), review the validity of any request 
  


[***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. 
  

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CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  
 for
exclusion and may attempt to cause retraction of any request for exclusion. If, within the six (6) day period (or longer period agreed upon in writing), Lead Plaintiffs’ Counsel succeeds in causing the filing of retractions of a sufficient
number of requests for exclusion such that the Termination Threshold is no longer exceeded as described in paragraph 2 above, then any termination of the Settlement by Microtune shall automatically be deemed to be a nullity. To retract a request for
exclusion, a Settlement Class Member must file a written notice with the Court stating the person’s or entity’s desire to retract his, her or its request for exclusion and that person’s or entity’s desire to be bound by any
judgment or settlement in this Action; provided, however, that the filing of such written notice may be effected by Lead Plaintiffs’ Counsel. 
  
 8. If Microtune elects to terminate the Settlement in accordance with paragraph 2 of this Supplemental Agreement and such termination is not nullified in
accordance with paragraph 7 of this Supplemental Agreement, the Stipulation shall be terminated and the provisions of ¶ 27 of the Stipulation shall apply. 
  

9. The parties hereto intend that this Supplemental Agreement shall not be filed with the Court prior to the deadline for submitting exclusion
requests, unless a dispute arises as to its terms, or the parties are ordered otherwise by the Court. The parties hereto shall seek to keep the terms of this Supplemental Agreement confidential prior to the deadline for submitting exclusion
requests. Prior to the deadline for submitting exclusion requests, the substantive contents of this Supplemental Agreement may be brought to the attention of the Court (in camera, if so requested by the attorneys for any of the parties hereto
and permitted by the Court). 
  
 DATED: November 23, 2004

  

 [***]
CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. 
  

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 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  

			
	SUSMAN GODFREY LLP
		
	 	 	Terrell W. Oxford
	 	 	901 Main Street, Suite 4100
	 	 	Dallas, Texas 75202
	 	 	Tel: 214.754.1900
	
	LIAISON COUNSEL
	
	SCHIFFRIN & BARROWAY, LLP
		
	By:	 	 /s/ Kay E. Sickles


	 	 	David Kessler
	 	 	Marc I. Willner
	 	 	Kay E. Sickles
	 	 	Three Bala Plaza East, Suite 400
	 	 	Bala Cynwyd, PA 19004
	 	 	Tel: 610.822.2205
	 	 	Fax: 610.667.7056
	
	LEAD COUNSEL FOR PLAINTIFFS


  

 [***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. 
  

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 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE
BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  

			
	 	 	SIEBMAN, REYNOLDS & BURG, LLP
		
	 	 	Clyde Siebman
	 	 	State Bar No. 18341600
	 	 	300 N. Travis Street
	 	 	Sherman, Texas 75090
	 	 	Tel: 903.870.0070
	 	 	Fax: 902.970.0066
		
	 	 	BAKER BOTTS L.L.P.
		
	 	 	James W. Cannon, Jr.
	 	 	jim.cannon@bakerbotts.com
	 	 	    State Bar No. 03746600
	 	 	David T. Arlington
	 	 	david.arlington@bakerbotts.com
	 	 	    State Bar No. 00790238
	 	 	1500 San Jacinto Center
	 	 	98 San Jacinto Boulevard
	 	 	Austin, Texas 78701-4039
	 	 	Tel: 512.322.2500
	 	 	Fax: 512.322.2501
		
	By:	 	 /s/ Timothy W. Mountz


	 	 	Timothy W. Mountz
	 	 	t.mountz@bakerbotts.com
	 	 	    State Bar No. 14604300
	 	 	Mary L. Scott
	 	 	mary.scott@bakerbotts.com
	 	 	    State Bar No. 17906750
	 	 	Aimee Williams Moore
	 	 	aimee.moore@bakerbotts.com
	 	 	    State Bar No. 24013754
	 	 	2001 Ross Avenue
	 	 	Dallas, Texas 75201-2980
	 	 	Tel: 214.953-6500
	 	 	Fax: 214.953.6503
	
	ATTORNEYS FOR DEFENDANT MICROTUNE, INC.


  

 [***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC. 
  

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