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EX-99 - PRESS RELEASE, DATED OCTOBER 4, 2012 - TESSERA TECHNOLOGIES INC | rrd357766_38561.htm |
Delaware
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16-1620029
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Board and the Compensation Committee also granted Dr. Young a stock option to purchase 550,000 shares of common stock, subject to the terms and conditions under the Company's Fifth Amended and Restated 2003 Equity Incentive Plan, at an exercise price of $13.71 per share, which was the closing price of the Company's common stock on October 2, 2012. The stock option will vest and become exercisable as to 100% of the shares subject thereto on the date of completion of a spin-off by the Company of a business segment, deemed by the Board to be in the best interests of stockholders, by means of a dividend or distribution to stockholders of the entire equity interest in such business segment, provided that such spin-off occurs by March 31, 2015 and provided that Dr. Young continues to be a service provider to the Company as of the vesting date. If the stock option so vests, then the option will remain exercisable until March 31, 2016. If the spin-off does not occur by March 31, 2015, then the stock option will expire on such date. See the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 17, 2012 related to the Company's 2012 Annual Meeting of Stockholders for a description of the Company's Fifth Amended and Restated 2003 Equity Incentive Plan.
The foregoing provides only a brief description of the terms and conditions of the Revised Offer Letter, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Revised Offer Letter that will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2012.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Tessera Technologies, Inc.
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Date: October 04, 2012
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By:
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/s/ C. RICHARD NEELY, JR.
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C. RICHARD NEELY, JR.
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Executive Vice President and Chief Financial Officer
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Exhibit No.
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Description
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EX-99.1
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Press Release, dated October 4, 2012
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