{"id":42116,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-altera-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-altera-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/bylaws-altera-corp.html","title":{"rendered":"Bylaws – Altera Corp."},"content":{"rendered":"

ALTERA CORPORATION<\/strong><\/p>\n

Bylaws<\/strong><\/p>\n

Table of Contents<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article I<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Officers and Records<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.1 Delaware Office<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.2 Other Offices<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.3 Books and Records<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article II<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Stockholders<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.1 Annual Meetings<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.2 Special Meetings<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.3 Notice of Meetings<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.4 Adjournments<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.5 Quorum<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.6 Organization<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.7 Voting; Proxies<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.8 Fixing Date for Determination of Stockholders of Record<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.9 List of Stockholders Entitled to Vote<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.10 Stockholder Proposals at Any Meeting of Stockholders<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.11 Nominations of Persons for Election to the Board of Directors\n<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.12 No Action by Consent of Stockholders<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.13 Conduct of Meetings<\/p>\n<\/td>\n

\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.14 Inspectors of Elections; Opening and Closing the Polls<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article III<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

Board of Directors<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.1 General Powers<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.2 Number; Qualifications<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.3 Election; Resignation; Removal; Vacancies<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.4 Regular Meetings<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.5 Special Meetings<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.6 Telephonic Meetings Permitted<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.7 Quorum; Vote Required for Action; Adjournment<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.8 Organization<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.9 Informal Action by Directors<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.10 Fees and Compensation of Directors<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.11 Approval of Loans to Officers<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article IV<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Committees<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.1 Committees<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.2 Committee Rules<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

-i-<\/p>\n

\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article V<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Officers<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.1 Officers<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.2 Election of Officers<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.3 Subordinate Officers<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.4 Removal and Resignation of Officers<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.5 Vacancies in Offices<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.6 Chairman of the Board<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.7 President<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.8 Vice Presidents<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.9 Secretary<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.10 Chief Financial Officer<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article VI<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Stock<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.1 Certificates or Uncertificated Shares<\/p>\n<\/td>\n

\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New
\nCertificates or Uncertificated Shares<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article VII<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Indemnification<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.1 Right to Indemnification<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.2 Prepayment of Expenses<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.3 Claims<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.4 Non-Exclusivity of Rights<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.5 Other Indemnification<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.6 Amendment or Repeal<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Article VIII<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Miscellaneous<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.1 Fiscal Year<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.2 Seal<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.3 Waiver of Notice of Meetings of Stockholders, Directors and
\nCommittees<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.4 Non-Exclusivity of Rights<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.5 Form of Records<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.6 Amendment of Bylaws<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

-ii-<\/p>\n

\n

\n<\/p>\n

AMENDED AND RESTATED <\/strong><\/p>\n

\n

BYLAWS <\/strong><\/p>\n

\n

OF <\/strong><\/p>\n

\n

ALTERA CORPORATION<\/strong><\/p>\n

\n

Incorporated under the laws of the State of
\nDelaware<\/strong><\/p>\n

\n

(as amended through May 10, 2011)<\/strong><\/p>\n

\n

\n_________________________________________________________________________<\/p>\n

\n

ARTICLE I<\/strong><\/p>\n

\n

OFFICES AND RECORDS<\/strong><\/p>\n

\n

Section 1.1<\/strong> Delaware Office.<\/strong> The principal
\noffice of the Corporation in the State of Delaware shall be located in the City
\nof Wilmington, County of New Castle, and the name and address of its registered
\nagent is Corporation Service Company, 2711 Centerville Road, Suite 400,
\nWilmington, Delaware 19808.<\/p>\n<\/p>\n

Section 1.2.<\/strong> Other Offices.<\/strong> The Corporation
\nmay have such other offices, either within or without the State of Delaware, as
\nthe Board of Directors may designate or as the business of the Corporation may
\nfrom time to time require.<\/p>\n<\/p>\n

Section 1.3.<\/strong> Books and Records.<\/strong> The books
\nand records of the Corporation may be kept at the Corporation’s headquarters in
\nSan Jose, California or at such other locations outside the State of Delaware as
\nmay from time to time be designated by the Board of Directors.<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

\n

STOCKHOLDERS<\/strong><\/p>\n

\n

Section 2.1. Annual Meetings.<\/strong> An annual meeting of
\nstockholders shall be held for the election of directors at such date, time and
\nplace, either within or without the State of Delaware, as may be designated by
\nresolution of the Board of Directors from time to time. Only such business shall
\nbe conducted as shall have been properly brought before the annual meeting. To
\nbe properly brought before an annual meeting, business must be specified in the
\nnotice of meeting (or any supplement thereto) given by or at the direction of
\nthe Board of Directors, or otherwise properly brought before the meeting by or
\nat the direction of the Board of Directors, or otherwise properly brought before
\nthe meeting by a stockholder.<\/p>\n<\/p>\n

Section 2.2. Special Meetings.<\/strong> Special meetings of
\nstockholders for any purpose or purposes may be called at any time by the Board
\nof Directors, the Chairman of the Board of Directors, the President, the Lead
\nIndependent Director, or one or more record holders of shares of stock of the
\nCorporation representing in the aggregate not less than twenty percent (20%) of
\nthe total number of shares of stock outstanding and entitled to vote on the
\nmatter or matters to be brought before the proposed special meeting (the “Voting
\nStock”). A stockholder request for a special meeting shall be directed to the
\nSecretary of the Corporation at the Corporation’s principal executive offices
\nand shall be signed by each stockholder, or a duly authorized agent of such
\nstockholder, requesting the special meeting and shall be accompanied by a notice
\nsetting forth the information required by Section 2.10 or Section 2.11, as
\napplicable, of Article II of these By-laws, as to any nominations proposed to be
\npresented and any other business proposed to be conducted at such special
\nmeeting and as to the stockholder(s) requesting the special meeting. In addition
\nto the information required by Section 2.10 or Section 2.11, as applicable, of
\nArticle II of these By-laws, the special meeting request shall include (i) an
\nacknowledgement by such stockholder(s) that any disposition of shares of the
\nVoting Stock held of record by such stockholder(s) as of the date of delivery of
\nthe special meeting request and prior to the record date for the proposed
\nspecial meeting of stockholders requested by such stockholder(s) shall
\nconstitute a revocation of such request with respect to such shares, and (ii)
\ndocumentary evidence that the requesting stockholder(s) own in the aggregate the
\nrequisite twenty percent (20%) or more of the Voting Stock as of the date of
\nsuch written request to the Secretary; provided, however, that if the requesting
\nstockholder(s) are not the beneficial owner(s) of the shares representing the
\nrequisite twenty percent (20%) or more of the Voting Stock as of the date of
\nsuch written request to the Secretary, then to be valid, the written request
\nmust also include documentary evidence that the beneficial owner(s) on whose
\nbehalf the special meeting request is made beneficially own the requisite twenty
\npercent (20%) or more of the Voting Stock as of the date of such written request
\nto the Secretary. In addition, the requesting stockholder(s) and the beneficial
\nowner(s), if any, shall promptly provide any other information reasonably
\nrequested by the Corporation.<\/p>\n<\/p>\n<\/p>\n

1<\/p>\n

\n

\n<\/p>\n

A special meeting requested by stockholder(s) shall be held at such date,
\ntime and place within or without the state of Delaware as may be designated by
\nthe Board of Directors; provided, however, that the date of any such special
\nmeeting shall be not more than 90 days after the request to call the special
\nmeeting by the stockholder(s) who satisfy the requirements of this Section 2.2
\nis received by the Secretary, unless a later date is required in order to allow
\nthe Corporation to file the information required under Item 8 (or any comparable
\nor successor provision) of Schedule 14A under the Securities Exchange Act of
\n1934, as amended (the “Exchange Act”), if applicable.<\/p>\n<\/p>\n

Notwithstanding the foregoing, a special meeting requested by the
\nstockholder(s) shall not be held if: (i) the request for the special meeting
\ndoes not comply with the provisions of these By-laws, (ii) the stated business
\nto be brought before the special meeting is not a proper subject for stockholder
\naction under applicable law, (iii) the Board of Directors has called or calls
\nfor an annual meeting of stockholders to be held within 90 days after the
\nSecretary receives the request for the special meeting and the Board of
\nDirectors determines in good faith that the business of such annual meeting
\nincludes (among any other matters properly brought before the annual meeting)
\nthe business specified in the stockholder(s)’ request for a special meeting,
\n(iv) an annual or special meeting of stockholders that included an identical or
\nsubstantially similar item of business (“Similar Business”), as determined in
\ngood faith by the Board of Directors, was held not more than 120 days before the
\nspecial meeting request was received by the Secretary, or (v) the special
\nmeeting request was made in a manner that involved a violation of Regulation 14A
\nunder the Exchange Act or other applicable law. For purposes of this Section
\n2.2, the election of directors shall be deemed to be Similar Business with
\nrespect to all items of business involving the election or removal of directors,
\nchanging the size of the Board of Directors and filing of vacancies and\/or newly
\ncreated directorships resulting from any increase in the authorized number of
\ndirectors.<\/p>\n<\/p>\n

In determining whether a special meeting of stockholders has been requested
\nby the record holders of shares representing in the aggregate not less than
\ntwenty percent (20%) of the Voting Stock as of the date of such written request
\nto the Secretary, multiple special meeting requests delivered to the Secretary
\nwill be considered together only if (i) each request identifies substantially
\nthe same purpose or purposes of the proposed special meeting and substantially
\nthe same matters proposed to be acted on at the proposed special meeting (in
\neach case as determined in good faith by the Board of Directors), and (ii) such
\nrequest(s) have been dated and delivered to the Secretary within sixty (60) days
\nof the earliest dated special meeting request.<\/p>\n<\/p>\n

A stockholder may revoke a request for a special meeting at any time by
\nwritten revocation delivered to the Secretary of the Corporation, and if,
\nfollowing such revocation, there are un-revoked requests from stockholders
\nholding in the aggregate less than the requisite number of Voting Stock
\nentitling the stockholder(s) to request the calling of a special meeting, the
\nBoard of Directors, in its discretion, may cancel the special meeting. If none
\nof the stockholder(s) who submitted the request for a special meeting appears or
\nsends a qualified representative to present the nominations proposed to be
\npresented or other business proposed to be conducted at the special meeting, the
\nCorporation need not present such nominations or other business for a vote at
\nsuch meeting.<\/p>\n<\/p>\n

Business transacted at all special meetings shall be confined to the
\nmatter(s) stated in the notice of special meeting. Business transacted at a
\nspecial meeting requested by stockholders shall be limited to the matter(s)
\ndescribed in the special meeting request; provided, however, that nothing herein
\nshall prohibit the Board of Directors from submitting matter(s) to the
\nstockholders at any special meeting requested by stockholder(s).<\/p>\n<\/p>\n

The Chair of a special meeting shall determine all matter(s) relating to the
\nconduct of the meeting, including, without limitation, determining whether any
\nnomination or other item of business has been properly brought before the
\nmeeting in accordance with these By-laws, and if the Chair should so determine
\nand declare that any nomination or other item of business has not been properly
\nbrought before the special meeting, then such business shall not be transacted
\nat such meeting.<\/p>\n<\/p>\n

Special meetings of stockholders may not be called by any person or persons
\nother than as specified by this Section 2.2.<\/p>\n<\/p>\n

Section 2.3. Notice of Meetings.<\/strong> Whenever stockholders are
\nrequired or permitted to take any action at a meeting, a written notice of the
\nmeeting shall be given that shall state the place, date and hour of the meeting
\nand, in the case of a special meeting, the purpose or purposes for which the
\nmeeting is called. Unless otherwise provided by law, the Certificate of
\nIncorporation or these By-laws, the written notice of any meeting shall be given
\nnot less than 10 days (unless a greater period of notice is required by law in a
\nparticular case) nor more than 60 days before the date of the meeting to each
\nstockholder entitled to vote at such meeting. If mailed, such notice shall be
\ndeemed to be given when deposited in the United States mail, postage prepaid,
\ndirected to the stockholder at his address as it appears on the records of the
\nCorporation.<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

Section 2.4. Adjournments.<\/strong> Any meeting of stockholders,
\nannual or special, may adjourn from time to time to reconvene at the same or
\nsome other place, and notice need not be given of any such adjourned meeting if
\nthe time and place thereof are announced at the meeting at which the adjournment
\nis taken. At the adjourned meeting the Corporation may transact any business
\nwhich might have been transacted at the original meeting. If the adjournment is
\nfor more than 30 days, or if after the adjournment a new record date is fixed
\nfor the adjourned meeting, notice of the adjourned meeting shall be given to
\neach stockholder of record entitled to vote at the meeting.<\/p>\n<\/p>\n

Section 2.5. Quorum.<\/strong> Except as otherwise provided by law,
\nthe Certificate of Incorporation or these By-laws, at each meeting of
\nstockholders the presence in person or by proxy of the holders of shares of
\nstock having a majority of the votes which could be cast by the holders of all
\noutstanding shares of stock entitled to vote at the meeting shall be necessary
\nand sufficient to constitute a quorum. In the absence of a quorum, the
\nstockholders so present may, by majority vote, adjourn the meeting from time to
\ntime in the manner provided in Section 2.4 of these By-laws until a quorum shall
\nattend. Shares of its own stock belonging to the Corporation or to another
\ncorporation, if a majority of the shares entitled to vote in the election of
\ndirectors of such other corporation is held, directly or indirectly, by the
\nCorporation, shall neither be entitled to vote nor be counted for quorum
\npurposes; provided, however, that the foregoing shall not limit the right of the
\nCorporation to vote stock, including but not limited to its own stock, held by
\nit in a fiduciary capacity.<\/p>\n<\/p>\n

Section 2.6. Organization.<\/strong> Meetings of stockholders shall be
\npresided over by the Chairman of the Board, if any, or in his absence by the
\nVice Chairman of the Board, if any, or in his absence by the President, or in
\nhis absence by a Vice President, or in the absence of the foregoing persons by a
\nchairman designated by the Board of Directors, or in the absence of such
\ndesignation by a chairman chosen at the meeting. The Secretary shall act as
\nsecretary of the meeting, but in his absence the chairman of the meeting may
\nappoint any person to act as secretary of the meeting.<\/p>\n<\/p>\n

Section 2.7. Voting; Proxies.<\/strong> Except as otherwise provided
\nby the Certificate of Incorporation, each stockholder entitled to vote at any
\nmeeting of stockholders shall be entitled to one vote for each share of stock
\nheld by him which has voting power upon the matter in question. Each stockholder
\nentitled to vote at a meeting of stockholders may authorize another person or
\npersons to act for him by proxy, but no such proxy shall be voted or acted upon
\nafter three years from its date, unless the proxy provides for a longer period.
\nA proxy shall be irrevocable if it states that it is irrevocable and if, and
\nonly as long as, it is coupled with an interest sufficient in law to support an
\nirrevocable power. A stockholder may revoke any proxy which is not irrevocable
\nby attending the meeting and voting in person or by filing an instrument in
\nwriting revoking the proxy or by delivering a proxy in accordance with
\napplicable law bearing a later date to the Secretary of the Corporation. Voting
\nat meetings of stockholders need not be by written ballot; provided, however,
\nthat any election for directors must be by ballot if demanded by any stockholder
\nat the meeting before the election has begun. Voting for the election of
\ndirectors at any meeting of stockholders shall be as specified in Section 3.3 of
\nthese Bylaws. All other matters presented to the stockholders for a vote, unless
\notherwise provided by law, the Certificate of Incorporation or these Bylaws,
\nshall be decided by the vote of the holders of shares of stock having a majority
\nof the votes which could be cast by the holders of all shares of stock
\noutstanding and entitled to vote thereon.<\/p>\n<\/p>\n

Section 2.8. Fixing Date for Determination of Stockholders of
\nRecord.<\/strong> In order that the Corporation may determine the stockholders
\nentitled to notice of or to vote at any meeting of stockholders or any
\nadjournment thereof, or entitled to receive payment of any dividend or other
\ndistribution or allotment of any rights, or entitled to exercise any rights in
\nrespect of any change, conversion or exchange of stock or for the purpose of any
\nother lawful action, the Board of Directors may fix a record date, which record
\ndate shall not precede the date upon which the resolution fixing the record date
\nis adopted by the Board of Directors and which record date: (1) in the case of
\ndetermination of stockholders entitled to vote at any meeting of stockholders or
\nadjournment thereof, shall, unless otherwise required by law, not be more than
\n60 nor less than 10 days before the date of such meeting and (2) in the case of
\nany other action, shall not be more than 60 days prior to such other action. If
\nno record date is fixed: (1) the record date for determining stockholders
\nentitled to notice of or to vote at a meeting of stockholders shall be at the
\nclose of business on the day next preceding the day on which notice is given,
\nor, if notice is waived, at the close of business on the day next preceding the
\nday on which the meeting is held and (2) the record date for determining
\nstockholders for any other purpose shall be at the close of business on the day
\non which the Board of Directors adopts the resolution relating thereto. A
\ndetermination of stockholders of record entitled to notice of or to vote at a
\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,
\nhowever, that the Board of Directors may fix a new record date for the adjourned
\nmeeting.<\/p>\n<\/p>\n

Section 2.9. List of Stockholders Entitled to Vote.<\/strong> The
\nSecretary shall prepare and make, at least 10 days before every meeting of
\nstockholders, a complete list of the stockholders entitled to vote at the
\nmeeting, arranged in alphabetical order, and showing the address of each
\nstockholder and the number of shares registered in the name of each stockholder.
\nSuch list shall be open to the examination of any stockholder, for any purpose
\ngermane to the meeting, during ordinary business hours, for a period of at least
\n10 days prior to the meeting, either at a place within the city where the
\nmeeting is to be held, which place shall be specified in the notice of the
\nmeeting, or if not so specified, at the place where the meeting is to be held.
\nThe list shall also be produced and kept at the time and place of the meeting
\nduring the whole time thereof and may be inspected by any<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

stockholder who is present. Upon the willful neglect or refusal of the
\ndirectors to produce such a list at any meeting for the election of directors,
\nthey shall be ineligible for election to any office at such meeting. The stock
\nledger shall be the only evidence as to who are the stockholders entitled to
\nexamine the stock ledger, the list of stockholders or the books of the
\nCorporation, or to vote in person or by proxy at any meeting of stockholders.\n<\/p>\n<\/p>\n

Section 2.10. Stockholder Proposals at Any Meeting of Stockholders.
\n<\/strong>At a meeting of stockholders, only such business shall be conducted as
\nshall have been properly brought before the meeting. To be properly brought
\nbefore a meeting of stockholders, business must be specified in the notice of
\nmeeting (or any supplement thereto) given by or at the direction of the Board of
\nDirectors, otherwise properly brought before the meeting by or at the direction
\nof the Board of Directors, or otherwise properly brought before the meeting by
\nstockholder(s). In addition to any other applicable requirements for business to
\nbe properly brought before a meeting by stockholder(s), whether or not the
\nstockholder(s) are seeking to have a proposal included in the Corporation’s
\nproxy statement or information statement under any applicable rule of the
\nSecurities and Exchange Commission (the “SEC”), including, but not limited to,
\nRegulation 14A or Regulation 14C under the Exchange Act, the stockholder(s) must
\nhave given timely notice thereof in writing to the Secretary of the Corporation.
\nTo be timely, in the case of stockholder(s) seeking to have a proposal included
\nin the Corporation’s proxy statement or information statement, stockholder(s)’
\nnotice must be delivered to the Secretary at the Corporation’s principal
\nexecutive offices not less than 120 days or more than 180 days prior to the
\nfirst anniversary (the “Anniversary”) of the date on which the Corporation first
\nmailed its proxy materials for the previous year’s annual meeting of
\nstockholders. However, if the date of the annual meeting is advanced more than
\n30 days prior to or delayed by more than 30 days after the Anniversary of the
\npreceding year’s annual meeting, then notice by the stockholder(s) to be timely
\nmust be delivered to the Secretary at the Corporation’s principal executive
\noffices not later than the close of business on the later of (i) the 90th day
\nprior to such annual meeting or (ii) the 15th day following the day on which
\npublic announcement of the date of such meeting is first made. If the
\nstockholder(s) are not seeking inclusion of a proposal in the Corporation’s
\nproxy statement or information statement but nonetheless intend to present such
\nproposal at the annual meeting, timely notice consists of stockholder(s)’ notice
\ndelivered to or mailed and received by the Secretary at the principal executive
\noffices of the Corporation not less than 90 days prior to the date of the annual
\nmeeting. In no event shall any adjournment or postponement of an annual meeting
\nor the announcement thereof commence a new time period for the giving of a
\nstockholder’s notice as described above. Other than with respect to stockholder
\nproposals relating to director nomination(s) which requirements are set forth in
\nSection 2.11 below, stockholder(s)’ notice to the Secretary shall set forth as
\nto each matter the stockholder(s) propose to bring before the meeting of
\nstockholders: (i) a brief description of the business the stockholder(s) desire
\nto bring before the meeting and the reasons for conducting such business at the
\nmeeting, (ii) the name and record address of the stockholder(s) proposing such
\nbusiness, (iii) the class and number of shares of the Corporation that are
\nbeneficially owned by the stockholder(s), (iv) any material interest of the
\nstockholder(s) in such business; (v) as to the stockholder(s) giving the notice
\nand any Stockholder Associated Person (as defined below), whether and the extent
\nto which any hedging or other transaction or series of transactions has been
\nentered into by or on behalf of, or any other agreement, arrangement or
\nunderstanding (including, but not limited to, any short position or any
\nborrowing or lending of shares of stock) has been made, the effect or intent of
\nwhich is to mitigate loss or increase profit to or manage the risk or benefit of
\nstock price changes for, or to increase or decrease the voting power of, such
\nstockholder(s) or any such Stockholder Associated Person with respect to any
\nshare of stock of the Corporation (each, a “Relevant Hedge Transaction”), and
\n(vi) as to the stockholder(s) giving the notice and any Stockholder Associated
\nPerson, to the extent not set forth pursuant to the immediately preceding
\nclause, (a) whether and the extent to which such stockholder(s) or Stockholder
\nAssociated Person has direct or indirect beneficial ownership of any option,
\nwarrant, convertible security, stock appreciation right, or similar right with
\nan exercise or conversion privilege or a settlement payment or mechanism at a
\nprice related to any class or series of shares of the Corporation, whether or
\nnot such instrument or right shall be subject to settlement in the underlying
\nclass or series of capital stock of the Corporation or otherwise, or any other
\ndirect or indirect opportunity to profit or share in any profit derived from any
\nincrease or decrease in the value of shares of the Corporation (a “Derivative
\nInstrument”), (b) any rights to dividends on the shares of the Corporation owned
\nbeneficially by such stockholder(s) that are separated or separable from the
\nunderlying shares of the Corporation, (c) any proportionate interest in shares
\nof the Corporation or Derivative Instruments held, directly or indirectly, by a
\ngeneral or limited partnership in which such stockholder(s) are a general
\npartner or, directly or indirectly, beneficially owns an interest in a general
\npartner and (d) any performance-related fees (other than an asset-based fee)
\nthat such stockholder(s) are entitled to based on any increase or decrease in
\nthe value of shares of the Corporation or Derivative Instruments, if any, as of
\nthe date of such notice, including without limitation any such interests held by
\nmembers of such stockholder(s)’ immediate family sharing the same household
\n(which information shall be supplemented by such stockholder(s) and beneficial
\nowner(s), if any, not later than 10 days after the record date for the meeting
\nto disclose such ownership as of the record date).<\/p>\n<\/p>\n

For purposes of this Section 2.10 and Section 2.11, “Stockholder Associated
\nPerson” of any stockholder shall mean (i) any person controlling or controlled
\nby, directly or indirectly, or acting in concert with, such stockholder, (ii)
\nany beneficial owner of shares of stock of the Corporation owned of record or
\nbeneficially by such stockholder and (iii) any person controlling, controlled by
\nor under common control with such Stockholder Associated Person.<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

The Chairman of a meeting of stockholders shall, if the facts warrant,
\ndetermine and declare to the meeting that business was not properly brought
\nbefore the meeting in accordance with the provisions of this Section 2.10 and
\nthe other provisions of these By-laws, and if the Chairman should so determine
\nhe or she shall so declare to the meeting, and any such business not properly
\nbrought before the meeting shall not be transacted.<\/p>\n<\/p>\n

Nothing in this Section 2.10 shall affect the right of a stockholder to
\nrequest inclusion of a proposal in the Corporation’s proxy statement to the
\nextent that such right is provided by an applicable law.<\/p>\n<\/p>\n

Section 2.11. Nominations of Persons For Election to the Board of
\nDirectors.<\/strong> In addition to any other applicable requirements, only
\npersons who are nominated in accordance with the following procedures shall be
\neligible for election as directors. Nominations of persons for election to the
\nBoard of Directors of the Corporation may be made at a meeting of stockholders
\nby or at the direction of the Board of Directors, by any nominating committee or
\nperson appointed by the Board of Directors or by stockholder(s) of the
\nCorporation entitled to vote for the election of directors at the meeting who
\ncomply with the notice procedures set forth in this Section 2.11 and the other
\nprovisions of these By-laws. Such nominations shall be made pursuant to timely
\nnotice in writing to the Secretary of the Corporation at the Corporation’s
\nprincipal executive offices in accordance with these By-laws. To be timely, in
\nthe case of stockholder(s) seeking to have a nomination included in the
\nCorporation’s proxy statement or information statement, stockholder(s)’ notice
\nmust be delivered to or mailed and received at the principal executive offices
\nof the Corporation, not less than 120 days or more than 180 days prior to the
\nfirst Anniversary of the date on which the Corporation first mailed its proxy
\nmaterials for the previous year’s annual meeting of stockholders. However, if
\nthe date of the annual meeting is advanced more than 30 days prior to or delayed
\nby more than 30 days after the Anniversary of the preceding year’s annual
\nmeeting, then notice by stockholder(s) to be timely must be delivered to the
\nSecretary at the Corporation’s principal executive offices not later than the
\nclose of business on the later of (i) the 90th day prior to such annual meeting
\nor (ii) the 15th day following the day on which public announcement of the date
\nof such meeting is first made. If the stockholder(s) are not seeking inclusion
\nof a nomination in the Corporation’s proxy statement or information statement
\nbut nonetheless intend to present such nomination at the annual meeting, timely
\nnotice consists of stockholder(s)’ notice delivered to or mailed and received at
\nthe principal executive offices of the Corporation not less than 90 days prior
\nto the date of the annual meeting. In no event shall any adjournment or
\npostponement of an annual meeting or the announcement thereof commence a new
\ntime period for the giving of a stockholder’s notice as described above. The
\nstockholder(s)’ notice relating to director nomination(s) shall set forth (a) as
\nto each person whom the stockholder(s) propose to nominate for election or
\nre-election as a director, (i) the name, age, business address and residence
\naddress of the person, (ii) the principal occupation or employment of the
\nperson, (iii) the class and number of shares of the Corporation which are
\nbeneficially owned by the person, and (iv) any other information relating to the
\nperson that is required to be disclosed in solicitations for proxies for
\nelection of directors pursuant to Regulation 14A under the Exchange Act; (b) as
\nto the stockholder(s) giving the notice, (i) the name and record address of the
\nstockholder(s), and (ii) the class and number of shares of the Corporation which
\nare beneficially owned by the stockholder(s); (c) as to the stockholder(s)
\ngiving the notice and any Stockholder Associated Person (as defined in Section
\n2.10), to the extent not set forth pursuant to the immediately preceding clause,
\nwhether and the extent to which any Relevant Hedge Transaction (as defined in
\nSection 2.10) has been entered into, and (d) as to the stockholder(s) giving the
\nnotice and any Stockholder Associated Person, (1) whether and the extent to
\nwhich any Derivative Instrument (as defined in Section 2.10) is directly or
\nindirectly beneficially owned, (2) any rights to dividends on the shares of the
\nCorporation owned beneficially by such stockholder(s) that are separated or
\nseparable from the underlying shares of the Corporation, (3) any proportionate
\ninterest in shares of the Corporation or Derivative Instruments held, directly
\nor indirectly, by a general or limited partnership in which such stockholder(s)
\nare a general partner or, directly or indirectly, beneficially owns an interest
\nin a general partner and (4) any performance-related fees (other than an
\nasset-based fee) that such stockholder(s) are entitled to based on any increase
\nor decrease in the value of shares of the Corporation or Derivative Instruments,
\nif any, as of the date of such notice, including without limitation any such
\ninterests held by members of such stockholder(s)’ immediate family sharing the
\nsame household (which information shall be supplemented by such stockholder(s)
\nand beneficial owner(s), if any, not later than 10 days after the record date
\nfor the meeting to disclose such ownership as of the record date). The
\nCorporation may require any proposed nominee to furnish such other information
\nas may reasonably be required by the Corporation to determine the eligibility of
\nsuch proposed nominee to serve as a director of the Corporation. No person shall
\nbe eligible for election as a director of the Corporation unless nominated in
\naccordance with the procedures set forth in these By-laws.<\/p>\n<\/p>\n

The Chairman of a meeting of stockholders shall, if the facts warrant,
\ndetermine and declare to the meeting that a nomination was not made in
\naccordance with the provisions of this Section 2.11 and the other provisions of
\nthese By-laws, and if he should so determine, he shall so declare to the meeting
\nand the defective nomination shall be disregarded.<\/p>\n<\/p>\n

Section 2.12. No Action By Consent of Stockholders.<\/strong> No
\naction that is required to be taken by the stockholders of the Corporation at
\nany annual or special meeting of stockholders may be effected by written consent
\nof stockholders in lieu of a meeting.<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

Section 2.13. Conduct of Meetings.<\/strong> The Board of Directors of
\nthe Corporation may adopt by resolution such rules and regulations for the
\nconduct of the meeting of stockholders as it shall deem appropriate. Except to
\nthe extent inconsistent with such rules and regulations as adopted by the Board
\nof Directors, the chairman of any meeting of stockholders shall have the right
\nand authority to prescribe such rules, regulations and procedures and to do all
\nsuch acts as, in the judgment of such chairman, are appropriate for the proper
\nconduct of the meeting. Such rules, regulations or procedures, whether adopted
\nby the Board of Direc-tors or prescribed by the chairman of the meeting, may
\ninclude, without limitation, the following: (i) the establish-ment of an agenda
\nor order of business for the meeting; (ii) rules and procedures for maintaining
\norder at the meeting and the safety of those present; (iii) limitations on
\nattendance at or participation in the meeting to stockholders of record of the
\nCorporation, their duly authorized and constituted proxies or such other persons
\nas the chairman of the meeting shall determine; (iv) restrictions on entry to
\nthe meeting after the time fixed for the commencement thereof; and (v)
\nlimitations on the time allotted to questions or com-ments by participants.
\nUnless and to the extent determined by the Board of Directors or the chairman of
\nthe meeting, meetings of stockholders shall not be required to be held in
\naccor-dance with the rules of parliamentary procedure.<\/p>\n<\/p>\n

Section 2.14.<\/strong> Inspectors of Elections; Opening and
\nClosing the Polls.<\/strong> The Board of Directors by resolution may appoint one
\nor more inspectors, which inspector or inspectors may include individuals who
\nserve the Corporation in other capacities, including, without limitation, as
\nofficers, employees, agents or representatives of the Corporation, to act at the
\nmeeting and make a written report thereof. One or more persons may be designated
\nas alternate inspectors to replace any inspector who fails to act. If no
\ninspector or alternate has been appointed to act, or if all inspectors or
\nalternates who have been appointed are unable to act, at a meeting of
\nstockholders, the chairman of the meeting shall appoint one or more inspectors
\nto act at the meeting. Each inspector, before discharging his or her duties,
\nshall take and sign an oath faithfully to execute the duties of inspector with
\nstrict impartiality and according to the best of his or her ability. The
\ninspectors shall have the duties prescribed by the General Corporation Law of
\nthe State of Delaware. The chairman of the meeting shall fix and announce at the
\nmeeting the date and time of the opening and the closing of the polls for each
\nmatter upon which the stockholders will vote at a meeting.<\/p>\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

\n

BOARD OF DIRECTORS<\/strong><\/p>\n

\n

Section 3.1.<\/strong> General Powers.<\/strong> The business
\nand affairs of the Corporation shall be managed by or under the direction of its
\nBoard of Directors. In addition to the powers and authorities by these By-laws
\nexpressly conferred upon them, the Board of Directors may exercise all such
\npowers of the Corporation and do all such lawful acts and things as are not by
\nlaw, by the Certificate of Incorporation or by these By-laws required to be
\nexercised or done by the stockholders.<\/p>\n<\/p>\n

Section 3.2. Number; Qualifications.<\/strong> The Board of Directors
\nshall consist of one or more members, the number to be determined from time to
\ntime by resolution of the Board of Directors. Directors need not be
\nstockholders.<\/p>\n<\/p>\n

Section 3.3. Election; Resignation; Removal; Vacancies.<\/strong> At
\nthe first annual meeting of stockholders and at each annual meeting thereafter,
\nthe stockholders shall elect directors by a majority of the votes cast unless
\nthe number of nominees exceeds the number of directors to be elected, in which
\ncase the directors shall be elected by a plurality of the shares represented in
\nperson or by proxy at such meeting and entitled to vote on the election of
\ndirectors. A majority of votes cast means that the number of shares entitled to
\nvote on the election of directors and represented in person or by proxy at such
\nmeeting casting their vote “for” a director must exceed the number of such votes
\ncast “against” that director. If a nominee for director, who is not serving as a
\ndirector of the Corporation at the time of such election, does not receive a
\nmajority of the votes cast at a meeting of stockholders for the election of
\ndirectors, such nominee shall not be elected. If a nominee for director, who is
\nserving as a director of the Corporation at the time of such election, does not
\nreceive a majority of the votes cast at a meeting of stockholders for the
\nelection of directors, such nominee shall tender his or her resignation to the
\nBoard of Directors. The Nominating and Governance Committee shall then make a
\nrecommendation to the Board of Directors as to whether to accept or reject the
\nresignation. The Board of Directors will act on the Nominating and Governance
\nCommittee’s recommendation and publicly disclose its decision and the reasons
\nfor it within 90 days from the date that the election results are certified. The
\ndirector who tenders his or resignation will not participate in the Board’s
\ndecision.<\/p>\n<\/p>\n

Each director shall hold office for a term of one year or until such time as
\nhis successor is elected and qualified. Any director, or the entire Board of
\nDirectors, may be removed, with or without cause, by the affirmative vote of the
\nholders of a majority of shares then entitled to vote at the election of
\ndirectors. Any director may resign at any time upon written notice to the Board
\nof Directors. Such resignation shall be effective upon receipt unless the notice
\nspecifies a later time for that resignation to become effective. Any newly
\ncreated directorship resulting from an increase in the authorized number of
\ndirectors or any vacancy occurring in the Board of Directors by reason of death,
\nresignation, retirement, disqualification, failure to receive a majority of the
\nvotes cast at an election of directors, removal from office or any other cause
\nmay be filled by the affirmative vote of<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

the remaining members of the Board of Directors, though less than a quorum of
\nthe Board of Directors, and each director so elected shall hold office until the
\nexpiration of the term of office of the director whom he has replaced or until
\nhis successor is elected and qualified. No decrease in the number of directors
\nconstituting the whole Board shall shorten the term of any incumbent director.\n<\/p>\n<\/p>\n

Section 3.4. Regular Meetings.<\/strong> Regular meetings of the Board
\nof Directors may be held at such places within or without the State of Delaware
\nand at such times as the Board of Directors may from time to time determine, and
\nif so determined notices thereof need not be given.<\/p>\n<\/p>\n

Section 3.5. Special Meetings.<\/strong> Special meetings of the Board
\nof Directors may be held at any time or place within or without the State of
\nDelaware whenever called by the Chairman of the Board, the President, the Lead
\nIndependent Director, or any two members of the Board of Directors. Notice of
\nthe time and place of a special meeting of the Board of Directors shall be
\ndelivered by the person or persons calling the meeting personally, by facsimile
\nor by telephone to each director or sent by first-class mail, telegram, charges
\nprepaid, addressed to each director at that directors’ address as it is shown on
\nthe records of the Corporation. If the notice is mailed, it shall be deposited
\nin the United States mail at least 4 days before the time of the holding of the
\nmeeting. If the notice is delivered personally or by telephone or telegraph, it
\nshall be delivered at least 48 hours before the time of the holding of the
\nspecial meeting. If by facsimile transmission, such notice shall be transmitted
\nat least 24 hours before the time of holding of the special meeting. Any oral
\nnotice given personally or by telephone may be communicated either to the
\ndirector or to a person at the office of the director who the person giving the
\nnotice has reason to believe will promptly communicate it to the director. The
\nnotice need not specify the purpose or purposes of the special meeting or the
\nplace of the special meeting, if the meeting is to be held at the principal
\noffice of the Corporation.<\/p>\n<\/p>\n

Section 3.6. Telephonic Meetings Permitted.<\/strong> Members of the
\nBoard of Directors, or any committee designated by the Board of Directors, may
\nparticipate in a meeting thereof by means of conference telephone or similar
\ncommunications equipment by means of which all persons participating in the
\nmeeting can hear each other, and participation in a meeting pursuant to this
\nby-law shall constitute presence in person at such meeting.<\/p>\n<\/p>\n

Section 3.7. Quorum; Vote Required for Action; Adjournment.<\/strong>
\nAt all meetings of the Board of Directors fifty percent (50%) of the whole Board
\nof Directors shall constitute a quorum for the transaction of business. Except
\nin cases in which the Certificate of Incorporation or these By-laws otherwise
\nprovide, the vote of a majority of the directors present at a meeting at which a
\nquorum is present shall be the act of the Board of Directors. A majority of the
\ndirectors present, whether or not a quorum, may adjourn any meeting to another
\ntime and place. Notice of the time and place of holding an adjourned meeting
\nneed not be given unless the meeting is adjourned for more than 24 hours. If the
\nmeeting is adjourned for more than 24 hours, then notice of the time and place
\nof the adjourned meeting shall be given to the directors who were not present at
\nthe time of the adjournment in the manner specified in Section 3.5.<\/p>\n<\/p>\n

Section 3.8. Organization.<\/strong> Meetings of the Board of
\nDirectors shall be presided over by the Chairman of the Board, if any, or in his
\nabsence by the Vice Chairman of the Board, if any, or in his absence by the
\nPresident, or in their absence by a chairman chosen at the meeting. The
\nSecretary shall act as secretary of the meeting, but in his absence the chairman
\nof the meeting may appoint any person to act as secretary of the meeting.<\/p>\n<\/p>\n

Section 3.9. Informal Action by Directors.<\/strong> Unless otherwise
\nrestricted by the Certificate of Incorporation or these By-laws, any action
\nrequired or permitted to be taken at any meeting of the Board of Directors, or
\nof any committee thereof, may be taken without a meeting if all members of the
\nBoard of Directors or such committee, as the case may be, consent thereto in
\nwriting, and the writing or writings are filed with the minutes of proceedings
\nof the Board of Directors or such committee.<\/p>\n<\/p>\n

Section 3.10. Fees and Compensation of Directors.<\/strong> Directors
\nand members of committees may receive such compensation, if any, for their
\nservices and such reimbursement of expenses as may be fixed or determined by
\nresolution of the Board of Directors. This Section 3.10 shall not be construed
\nto preclude any director from serving the Corporation in any other capacity as
\nan officer, agent, employee or otherwise and receiving compensation for those
\nservices.<\/p>\n<\/p>\n

Section 3.11. Approval of Loans to Officers.<\/strong> To the extent
\npermitted by applicable law, the Corporation may lend money to, or guarantee any
\nobligation of, or otherwise assist any officer or other employee of the
\nCorporation or of its subsidiary, including any officer or employee who is a
\ndirector of the Corporation or its subsidiary, whenever, in the judgment of the
\ndirectors, such loan, guaranty or assistance may reasonably be expected to
\nbenefit the Corporation. To the extent permitted by applicable law, such loan,
\nguaranty or other assistance may be with or without interest and may be
\nunsecured, or secured in such manner as the Board of Directors shall approve,
\nincluding without limitation, a pledge of shares of stock of the Corporation.
\nNothing in this section contained shall be deemed to deny, limit or restrict the
\npowers of guaranty or warranty of the Corporation at common law or under any
\nstatutes.<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

\n

COMMITTEES<\/strong><\/p>\n

\n

Section 4.1. Committees.<\/strong> The Board of Directors may, by
\nresolution passed by a majority of the whole Board of Directors, designate one
\nor more committees, each committee to consist of one or more of the directors of
\nthe Corporation. The Board of Directors may designate one or more directors as
\nalternate members of any committee, who may replace any absent or disqualified
\nmember at any meeting of the committee. In the absence or disqualification of a
\nmember of the committee, the member or members thereof present at any meeting
\nand not disqualified from voting, whether or not he or they constitute a quorum,
\nmay unanimously appoint another member of the Board of Directors to act at the
\nmeeting in place of any such absent or disqualified member. Any such committee,
\nto the extent permitted by law and to the extent provided in the resolution of
\nthe Board of Directors, shall have and may exercise all the powers and authority
\nof the Board of Directors in the management of the business and affairs of the
\nCorporation, and may authorize the seal of the Corporation to be affixed to all
\npapers which may require it.<\/p>\n<\/p>\n

Section 4.2. Committee Rules.<\/strong> Unless the Board of Directors
\notherwise provides, each committee designated by the Board of Directors may
\nmake, alter and repeal rules for the conduct of its business. In the absence of
\nsuch rules each committee shall conduct its business in the same manner as the
\nBoard of Directors conducts its business pursuant to Article III of these
\nBy-laws.<\/p>\n<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/p>\n

\n

OFFICERS<\/strong><\/p>\n

\n

Section 5.1. Officers.<\/strong> The officers of the Corporation shall
\nbe a president, a secretary, and a chief financial officer. The Corporation may
\nalso have, at the discretion of the Board of Directors, a chairman of the board,
\none or more vice presidents, one or more assistant secretaries, one or more
\nassistant treasurers, and such other officers as may be appointed in accordance
\nwith the provisions of Section 5.3 of these By-laws. Any number of offices may
\nbe held by the same person.<\/p>\n<\/p>\n

Section 5.2. Election of Officers.<\/strong> The officers of the
\nCorporation except such officers as may be appointed in accordance with the
\nprovisions of Section 5.3 or Section 5.5 of these By-laws, shall be chosen by
\nthe board, subject to the rights, if any, of an officer under any contract of
\nemployment.<\/p>\n<\/p>\n

Section 5.3. Subordinate Officers.<\/strong> The Board of Directors
\nmay appoint, or may empower the president to appoint, such other officers as the
\nbusiness of the Corporation may require, each of whom shall hold office for such
\nperiod, have such authority, and perform such duties as are provided in these
\nBy-laws or as the Board of Directors may from time to time determine.<\/p>\n<\/p>\n

Section 5.4. Removal and Resignation of Officers.<\/strong> Subject to
\nthe rights, if any, of an officer under any contract of employment, any officer
\nmay be removed, either with or without cause, by the Board of Directors at any
\nregular or special meeting of the board or, except in case of an officer chosen
\nby the Board of Directors, by any officer upon whom such power of removal may be
\nconferred by the Board of Directors.<\/p>\n<\/p>\n

Any officer may resign at any time by giving written notice to the
\nCorporation. Any resignation shall take effect at the date of the receipt of
\nthat notice or at any later time specified in that notice; and, unless otherwise
\nspecified in that notice, the acceptance of the resignation shall not be
\nnecessary to make it effective. Any resignation is without prejudice to the
\nrights, if any, of the Corporation under any contract to which the officer is a
\nparty.<\/p>\n<\/p>\n

Section 5.5. Vacancies in Offices.<\/strong> A vacancy in any office
\nbecause of death, resignation, removal, disqualification or any other cause
\nshall be filled in the manner prescribed in these By-laws for regular
\nappointments to that office.<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n

Section 5.6. Chairman of the Board.<\/strong> The chairman of the
\nboard, if such an officer be elected, shall, if present, preside at meetings of
\nthe Board of Directors and exercise and perform such other powers and duties as
\nmay from time to time be assigned to him by the Board of Directors or as may be
\nprescribed by these By-laws. If there is no president, then the chairman of the
\nboard shall also be the chief executive officer of the Corporation and shall
\nhave the powers and duties prescribed in Section 5.7 of these By-laws.<\/p>\n<\/p>\n

Section 5.7. President.<\/strong> Subject to such supervisory powers,
\nif any, as may be given by the Board of Directors to the chairman of the board,
\nif there be such an officer, the president shall be the chief executive officer
\nof the Corporation and shall, subject to the control of the Board of Directors,
\nhave general supervision, direction, and control of the business and the
\nofficers of the Corporation. He shall preside at all meetings of the
\nshareholders and, in the absence or nonexistence of a chairman of the board, at
\nall meetings of the Board of Directors. He shall have the general powers and
\nduties of management usually vested in the office of president of a Corporation,
\nand shall have such other powers and duties as may be prescribed by the Board of
\nDirectors or these By-laws.<\/p>\n<\/p>\n

Section 5.8. Vice Presidents.<\/strong> In the absence or disability
\nof the president, the vice presidents, if any, in order of their rank as fixed
\nby the Board of Directors or, if not ranked, a vice president designated by the
\nBoard of Directors, shall perform all the duties of the president and when so
\nacting shall have all the powers of, and be subject to all the restrictions
\nupon, the president. The vice presidents shall have such other powers and
\nperform such other duties as from time to time may be prescribed for them
\nrespectively by the Board of Directors, these By-laws, the president or the
\nchairman of the board.<\/p>\n<\/p>\n

Section 5.9. Secretary.<\/strong> The secretary shall keep or cause to
\nbe kept, at the principal executive office of the Corporation or such other
\nplace as the Board of Directors may direct, a book of minutes of all meetings
\nand actions of directors, committees of directors and shareholders. The minutes
\nshall show the time and place of each meeting, whether regular or special (and,
\nif special, how authorized and the notice given), the names of those present at
\ndirectors’ meetings or committee meetings, the number of shares present or
\nrepresented at shareholders’ meetings, and the proceeding thereof.<\/p>\n<\/p>\n

The secretary shall keep, or cause to be kept, at the principal executive
\noffice of the Corporation or at the office of the Corporation’s transfer agent
\nor registrar, as determined by resolution of the Board of Directors, a share
\nregister, or a duplicate share register, showing the names of all shareholders
\nand their addresses, the number and classes of shares held by each, the number
\nand date of certificates evidencing such shares, and the number and date of
\ncancellation of every certificate surrendered for cancellation.<\/p>\n<\/p>\n

The secretary shall give, or cause to be given, notice of all meetings of the
\nshareholders and of the Board of Directors required to be given by law or by
\nthese By-laws. He shall keep the seal of the Corporation, if one be adopted, in
\nsafe custody and shall have such other powers and perform such other duties as
\nmay be prescribed by the Board of Directors or by these By-laws.<\/p>\n<\/p>\n

Section 5.10. Chief Financial Officer.<\/strong> The chief financial
\nofficer shall keep and maintain, or cause to be kept and maintained, adequate
\nand correct books and records of accounts of the properties and business
\ntransactions of the Corporation, including accounts of its assets, liabilities,
\nreceipts, disbursements, gains, losses, capital, retained earnings, and shares.
\nThe books of account shall at all reasonable times be open to inspection by any
\ndirector.<\/p>\n<\/p>\n

The chief financial officer shall deposit all money and other valuables in
\nthe name and to the credit of the Corporation with such depositaries as may be
\ndesignated by the Board of Directors. He shall disburse the funds of the
\nCorporation as may be ordered by the Board of Directors, shall render to the
\npresident and directors, whenever they request it, an account of all of his
\ntransactions as chief financial officer and of the financial condition of the
\nCorporation, and shall have such other powers and perform such other duties as
\nmay be prescribed by the Board of Directors or these By-laws.<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n

STOCK<\/strong><\/p>\n

\n

Section 6.1. Certificates or Uncertificated Shares.<\/strong> The
\nshares of the Corporation’s stock may be certificated or uncertificated, as
\nprovided under the General Corporation Law of the State of Delaware, and shall
\nbe entered in the books of the Corporation and registered as they are issued.
\nAny certificates representing shares of stock shall be in such form as the Board
\nof Directors shall prescribe, certifying the number of shares of the stock of
\nthe Corporation owned by the stockholder. Any certificates issued to any
\nstockholder of the Corporation shall be signed by, or in the name of the
\nCorporation by the Chairman or Vice Chairman of the Board of Directors, if any,
\nor the President or a Vice President, and by the Treasurer or an Assistant
\nTreasurer, or the Secretary or an Assistant Secretary, of the Corporation. Any
\nof or all the signatures on the certificate may be a facsimile. In case any
\nofficer, transfer agent or registrar who has signed or whose facsimile signature
\nhas been placed upon a certificate shall<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n

have ceased to be such officer, transfer agent, or registrar before such
\ncertificate is issued, it may be issued by the Corporation with the same effect
\nas if he were such officer, transfer agent, or regis-trar at the date of issue.\n<\/p>\n<\/p>\n

Within a reasonable time after the issuance or transfer of uncertificated
\nstock, the Corporation or its agent shall send to the registered owner thereof a
\nwritten notice that shall set forth the name of the Corporation, the name of the
\nstockholder, the number of shares of the stock represented, and any restrictions
\non the transfer or registration of such shares of stock imposed by the
\nCorporation’s Certificate of Incorporation, these By-laws, any agreement among
\nstockholders or any agreement between stockholders and the Corporation.<\/p>\n<\/p>\n

Section 6.2. Lost, Stolen or Destroyed Stock Certificates; Issuance
\nof New Certificates or Uncertificated Shares.<\/strong> The Corporation may issue
\na new certificate of stock or uncertificated shares in the place of any
\ncertificate theretofore issued by it, alleged to have been lost, stolen or
\ndestroyed, and the Corporation may require the owner of the lost, stolen or
\ndestroyed certificate, or his legal representative, to give the Corporation a
\nbond sufficient to indemnify it against any claim that may be made against it on
\naccount of the alleged loss, theft or destruc-tion of any such certificate or
\nthe issuance of such new certificate or uncertificated shares.<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

\n

INDEMNIFICATION<\/strong><\/p>\n

\n

Section 7.1. Right to Indemnification.<\/strong> The Corporation shall
\nindemnify and hold harmless, to the fullest extent permitted by applicable law
\nas it presently exists or may hereafter be amended, any person who was or is
\nmade or is threatened to be made a party or is otherwise involved in any action,
\nsuit or proceeding, whether civil, criminal, administrative or investigative (a
\n“proceeding”) by reason of the fact that he, or a person for whom he is the
\nlegal repre-sentative, is or was a director or officer of the Corporation or is
\nor was serving at the request of the Corporation as a director, officer,
\nemployee or agent of another Corporation or of a partnership, joint venture,
\ntrust, enterprise or nonprofit entity, including service with respect to
\nemployee benefit plans, against all liability and loss suffered and expenses
\n(including attorneys’ fees) reasonably incurred by such person. Notwithstanding
\nthe preceding sentence, the Corporation shall be required to indemnify a person
\nin connection with a proceeding (or part thereof) initiated by such person only
\nif the proceeding (or part thereof) was authorized by the Board of Directors of
\nthe Corporation.<\/p>\n<\/p>\n

Section 7.2. Prepayment of Expenses.<\/strong> The Corporation shall
\npay the expenses (including attorneys’ fees) incurred in defending any
\nproceeding in advance of its final disposition, provided, however, that the
\npayment of expenses incurred by a director or officer in advance of the final
\ndisposition of the proceeding shall be made only upon receipt of an undertaking
\nby the director or officer to repay all amounts advanced if it should be
\nultimately determined that the director or officer is not entitled to be
\nindemnified under this Article VII or otherwise.<\/p>\n<\/p>\n

Section 7.3. Claims.<\/strong> If a claim for indemnification or
\npayment of expenses under this Article VII is not paid in full within 60 days
\nafter a written claim therefor has been received by the Corporation, the
\nclaimant may file suit to recover the unpaid amount of such claim and, if
\nsuccessful in whole or in part, shall be entitled to be paid the expense of
\nprosecuting such claim. In any such action the Corporation shall have the burden
\nof proving that the claimant was not entitled to the requested indemnification
\nor payment of expenses under applicable law.<\/p>\n<\/p>\n

Section 7.4. Non-Exclusivity of Rights.<\/strong> The rights conferred
\non any person by this Article VII shall not be exclusive of any other rights
\nwhich such person may have or hereafter acquire under any statute, provision of
\nthe Certificate of Incorporation, these By-laws, agreement, vote of stockholders
\nor disinterested directors or otherwise.<\/p>\n<\/p>\n

Section 7.5. Other Indemnification.<\/strong> The Corporation’s
\nobligation, if any, to indemnify any person who was or is serving at its request
\nas a director, officer, employee or agent of another corporation, partnership,
\njoint venture, trust, enterprise or nonprofit entity shall be reduced by any
\namount such person may collect as indemnification from such other corporation,
\npartnership, joint venture, trust, enterprise or nonprofit enterprise.<\/p>\n<\/p>\n

Section 7.6. Amendment or Repeal.<\/strong> Any repeal or modification
\nof the foregoing provisions of this Article VII shall not adversely affect any
\nright or protection hereunder of any person in respect of any act or omission
\noccurring prior to the time of such repeal or modification.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

\n

MISCELLANEOUS<\/strong><\/p>\n

\n

Section 8.1. Fiscal Year.<\/strong> The fiscal year of the Corporation
\nshall be determined by resolution of the Board of Directors.<\/p>\n<\/p>\n

Section 8.2. Seal.<\/strong> The corporate seal shall have the name of
\nthe Corporation inscribed thereon and shall be in such form as may be approved
\nfrom time to time by the Board of Directors.<\/p>\n<\/p>\n

Section 8.3. Waiver of Notice of Meetings of Stockholders, Directors
\nand Committees.<\/strong> Any written waiver of notice, signed by the person
\nentitled to notice, whether before or after the time stated therein, shall be
\ndeemed equivalent to notice. Attendance of a person at a meeting shall
\nconstitute a waiver of notice of such meeting, except when the person attends a
\nmeeting for the express purpose of objecting, at the beginning of the meeting,
\nto the transaction of any business because the meeting is not lawfully called or
\nconvened. Neither the business to be transacted at nor the purpose of any
\nregular or special meeting of the stockholders, directors, or members of a
\ncommittee of directors need be specified in any written waiver of notice.<\/p>\n<\/p>\n

Section 8.4. Interested Directors; Quorum.<\/strong> No contract or
\ntransaction between the Corporation and one or more of its directors or
\nofficers, or between the Corporation and any other corporation, partnership,
\nassociation, or other organization in which one or more of its directors or
\nofficers are directors or officers, or have a financial interest, shall be void
\nor voidable solely for this reason, or solely because the director or officer is
\npresent at or participates in the meeting of the Board of Directors or committee
\nthereof which authorizes the contract or transaction, or solely because his or
\ntheir votes are counted for such purpose, if: (1) the material facts as to his
\nrelationship or interest and as to the contract or transaction are disclosed or
\nare known to the Board of Directors or the committee, and the Board of Directors
\nor committee in good faith authorizes the contract or transaction by the
\naffirmative votes of a majority of the disinterested directors, even though the
\ndisinterested directors be less than a quorum; or (2) the material facts as to
\nhis relationship or interest and as to the contract or transaction are disclosed
\nor are known to the stockholders entitled to vote thereon, and the contract or
\ntransaction is specifically approved in good faith by vote of the stockholders;
\nor (3) the contract or transaction is fair as to the Corporation as of the time
\nit is authorized, approved or ratified, by the Board of Directors, a committee
\nthereof, or the stockholders. Common or interested directors may be counted in
\ndetermining the presence of a quorum at a meeting of the Board of Directors or
\nof a committee which authorizes the contract or transaction.<\/p>\n<\/p>\n

Section 8.5. Form of Records.<\/strong> Any records maintained by the
\nCorporation in the regular course of its business, including its stock ledger,
\nbooks of account, and minute books, may be kept on, or be in the form of, punch
\ncards, magnetic tape, photographs, microphotographs, or any other information
\nstorage device, provided that the records so kept can be converted into clearly
\nlegible form within a reasonable time.<\/p>\n<\/p>\n

Section 8.6. Amendment of Bylaws.<\/strong> These By-laws may be
\naltered or repealed, and new By-laws made, by the Board of Directors, but the
\nstockholders may make additional by-laws and may alter and repeal any by-laws
\nwhether adopted by them or otherwise.<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n

10444<\/contract-id>Distribution Agreement – Altera Corp. and Arrow Electronics, Inc.<\/contract-name><\/p>\n

DISTRIBUTION AGREEMENT<\/strong><\/p>\n

\n

(North America)<\/p>\n

\n

This Distribution Agreement (hereinafter referred to as the “Agreement”) is
\nmade and entered into as of this 11th day of January, 2011 (“Effective Date”)
\nbetween Altera Corporation, having its principal place of business at 101
\nInnovation Drive, San Jose, CA 95134 (hereinafter referred to as “Altera”) and
\nArrow Electronics, Inc., having its principal place of business at 50 Marcus
\nDrive, Melville, NY 11747-4210 U.S.A. (hereinafter referred to as “Distributor”)
\non behalf of itself and its wholly-owned subsidiaries, Arrow Brasil S\/A and ELKO
\nComponentes Electronicos S.A.<\/p>\n<\/p>\n

WITNESSETH:<\/p>\n<\/p>\n

WHEREAS, Altera is the owner, manufacturer, and developer of certain Products
\ndefined below; and<\/p>\n<\/p>\n

WHEREAS, Altera and Distributor entered into a previous Distribution
\nAgreement effective February 18, 1999, as amended; and<\/p>\n<\/p>\n

WHEREAS, Distributor wishes to be appointed as a non-exclusive distributor of
\nthe Products under the terms and conditions of this Agreement;<\/p>\n<\/p>\n

NOW THEREFORE, the parties agree as follows:<\/p>\n<\/p>\n

1. DEFINITIONS<\/u><\/p>\n<\/p>\n

1.1 “Development Kits” means development boards and related materials offered
\nfor sale by Altera in the ordinary course of business.<\/p>\n<\/p>\n

1.2 “OEM Customer” means an original equipment manufacturer (“OEM”) that
\npurchases a component made by the OEM’s contract manufacturer for use in the
\nOEM’s products.<\/p>\n<\/p>\n

1.3 “Products” or “Product” means semiconductor components, HardCopy
\nProducts, programming hardware, Software Products, Development Kits and related
\nmaterials offered for sale by Altera in the ordinary course of business, and
\nthat have not been excluded from the definition of Products by written notice
\nfrom Altera to Distributor.<\/p>\n<\/p>\n

1.4 “Sale” or “purchase” shall also be understood to mean “license.”<\/p>\n<\/p>\n

1.5 “Software Products” means software development tools for programmable
\nlogic design and ASICs, simulation, testing, and for programming as offered for
\nlicense by Altera in the ordinary course of business.<\/p>\n<\/p>\n

1.6 “Territory” means the following geographic areas, respectively:<\/p>\n<\/p>\n

Arrow Electronics, Inc.: United States and Canada,<\/p>\n<\/p>\n

Arrow Brasil S\/A: Brazil, and<\/p>\n<\/p>\n

ELKO Componentes Electronicos S.A.: Argentina.<\/p>\n<\/p>\n

1.7 “Trademarks” means (i) both the name “Altera” and the corresponding
\nstylized mark and logotype; and (ii) the trademarks, tradenames, and service
\nmarks of the Products and the respective stylized marks and logotypes for such
\ntrademarks, tradenames, and service marks.<\/p>\n<\/p>\n

2. APPOINTMENT<\/u><\/p>\n<\/p>\n

Altera hereby appoints Distributor and Distributor hereby accepts the
\nappointment, as a non-exclusive Distributor of the Products within the
\nTerritory.<\/p>\n<\/p>\n

3. DISTRIBUTOR RESPONSIBILITIES<\/u><\/p>\n<\/p>\n

3.1 Promotion and Sales Efforts<\/u>. Distributor shall use its best
\nefforts to:<\/p>\n<\/p>\n

(a) Promote the sale of the Products (including through securing design wins
\nand selling Products) within the Territory. Distributor shall not solicit design
\nwins or sales of Products outside the Territory.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

(b) Obtain directly from Altera and authorized Altera distributors one
\nhundred percent (100%) of its requirements of Altera products.<\/p>\n<\/p>\n

(c) Make full use of all promotional material supplied by Altera.<\/p>\n<\/p>\n

(d) Maintain total inventories of Products at Distributor in an amount
\nmutually agreed upon by both parties.<\/p>\n<\/p>\n

(e) Maintain inventories of newly introduced Products, sufficient to satisfy
\nthe needs of customers in a timely manner as mutually agreed by the parties.<\/p>\n<\/p>\n

(f) Provide and maintain adequate sales facilities and sales, FAE and support
\npersonnel in accordance with reasonable standards that from time to time are
\nestablished by Altera and agreed to by Distributor.<\/p>\n<\/p>\n

(g) Provide and maintain Product programming facilities, equipment, and
\npersonnel in accordance with reasonable standards that from time to time are
\nestablished by Altera and agreed to by Distributor.<\/p>\n<\/p>\n

(h) Make available sales, engineering, and support personnel to attend
\nAltera-sponsored training.<\/p>\n<\/p>\n

(i) Keep Altera informed of industry trends and competitive conditions that
\nmay affect the sale of Altera Products.<\/p>\n<\/p>\n

(j) Adhere to operational policies and procedures that Altera will publish
\n(and revise from time to time) in order to fulfill the provisions of this
\nAgreement, to facilitate Altera’s business with Distributors, and promote sales
\nto customers. In the event of any inconsistency between such published
\noperational policies and the provisions of this Agreement, the provisions of
\nthis Agreement shall govern.<\/p>\n<\/p>\n

(k) Perform such other express or implied duties as are called for by this
\nAgreement or consistent with the purposes hereof.<\/p>\n<\/p>\n

3.2 Reporting Responsibilities<\/u>. Distributor shall provide a daily
\nreport to Altera, including the following informational headings: Daily POS,
\nDaily Inventory, Daily Distributor Backlog, Daily DPA Claims and Weekly
\nForecast. Distributor shall also provide at least a weekly report to Altera
\nconcerning customer backlog on Distributor of Altera Products, including the
\nfollowing informational headings: Altera valid part number, quantity, resale
\nprice, requested delivery date, end customer, ship-to location and ship-to
\ncompany. Altera may also request at its sole discretion any other information
\nthat is reasonable in the normal course of business. Altera will provide
\ndetails, format, timing and other requirements. The reporting format is to be
\nvia electronic data interchange (EDI) transaction or another acceptable
\nreporting method, if agreed to by Altera.<\/p>\n<\/p>\n

3.3 Covenants<\/u>.<\/p>\n<\/p>\n

(a) Both parties agree to conduct business in a manner that reflects
\nfavorably at all times on the Products and the good name, goodwill and
\nreputation of the other party.<\/p>\n<\/p>\n

(b) Neither party shall engage in deceptive, misleading, or unethical
\npractices that are or might be detrimental to the other party, the Products, or
\nthe public, including, but not limited to, disparagement of the other party or
\nthe Products and use of misleading advertising.<\/p>\n<\/p>\n

(c) Neither party shall make false or misleading representations with regard
\nto the other party and will make no representations to customers or to the trade
\nwith respect to the specifications, features or capabilities of the Products
\nthat are inconsistent with the literature distributed by Altera.<\/p>\n<\/p>\n

(d) Both parties will maintain the confidentiality of the other party’s
\nproprietary information, pursuant to the terms of the Mutual Non-Disclosure
\nAgreement attached hereto as Attachment I<\/u> and executed concurrently with
\nthis Agreement.<\/p>\n<\/p>\n

(e) Distributor will not make shipments to customers located out of Territory
\nunless authorized to do so by Altera.<\/p>\n<\/p>\n

(f) In cases where below list pricing is granted to a particular OEM or CM,
\nDistributor will claim debits solely against Products shipped to an OEM Customer
\nor such OEM Customer’s designated contract manufacturers in order to meet the
\nvolume requirements of said OEM Customer.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

3.4 Distributor’s Financial Condition<\/u>. Distributor is in satisfactory
\nfinancial condition, solvent and has the financial ability to continue as a
\ngoing concern and will be able to perform under the terms of this Agreement.
\nAltera will have the right to establish credit limits and other financial
\nrequirements as a condition of Distributor’s right to place orders with Altera
\nand shall also have the right to change such credit limits and financial
\nrequirements at any time. In connection with any decision by Altera to establish
\na credit limit for Distributor, Distributor will furnish such financial reports
\nand other financial data as Altera may reasonably request as necessary to
\ndetermine Distributor’s financial condition.<\/p>\n<\/p>\n

3.5 Compliance With Law<\/u>. Distributor will comply with all applicable
\ninternational, transnational, national, regional, and local laws and regulations
\nin performing its duties under this Agreement and in any dealings with respect
\nto Products. This includes but is not limited to compliance with (i) securities
\nlaws governing trading in securities of Altera and other companies, (ii)
\nanti-trust and competition laws and regulations, and (iii) anti-bribery and
\ncorruption laws and regulations. Distributor may not use bribes or kickbacks in
\nconducting business under this Agreement. Distributor shall include in its
\nstandard terms and conditions of sale a requirement for its customers to comply
\nwith U.S and non-U.S. export control laws and regulations.<\/p>\n<\/p>\n

3.6 Compliance With Export Control Laws<\/u>. In recognition of U.S. and
\nnon-U.S. export control laws and regulations, Distributor agrees to obtain any
\nnecessary export license or other documentation prior to export, deemed export
\nor re-export of any Product or technical data acquired from Altera under this
\nAgreement. Accordingly, Distributor shall not knowingly sell, export, re-export,
\ntransfer, divert or otherwise dispose of any such Product or technical data
\ndirectly or indirectly to any person, firm or entity, or country or countries,
\nprohibited by the laws or regulations of the United States or any other country.
\nFurther, Distributor shall notify any person, firm or entity obtaining such
\nproducts or technical data from Distributor of the need to comply with such laws
\nand regulations. Altera will provide (in a mechanized format mutually agreed to
\nby the parties) accurate export control classification numbers and harmonized
\ntariff codes for all Products.<\/p>\n<\/p>\n

3.7 Records; Audit<\/u>. Distributor will maintain accurate and complete
\nrecords reflecting its performance under this Agreement. During normal business
\nhours, no more than twice in any twelve (12) month period, and upon not less
\nthan ten (10) business days prior notice, Altera or its authorized
\nrepresentatives may (i) conduct a physical inventory of Products in any stocking
\nlocation (or, in automated facilities, observe cycle counts and related
\nmethodology), or (ii) with regard to the transactions occurring in the twelve
\nmonths immediately preceding the audit, review, inspect, audit and copy all
\nbooks and records relating specifically to or pertaining to this Agreement, kept
\nby or under control of Distributor, including but not limited to those kept by
\nDistributor and its employees. Upon Altera’s request, Distributor shall use
\nreasonable efforts to make such books and records available at its corporate
\nheadquarters.<\/p>\n<\/p>\n

4. ALTERA’S RESPONSIBILITY<\/u><\/p>\n<\/p>\n

Altera will furnish Distributor without charge a reasonable supply of
\nAltera’s current list of published suggested prices, sales literature, books,
\ncatalogs, etc. as Altera may prepare for distribution, and shall also provide
\nDistributor with such technical and sales assistance as may be necessary to
\nassist Distributor in effectively carrying out its obligations under this
\nAgreement. Altera reserves the right to sell directly to any and all customers.\n<\/p>\n<\/p>\n

5. ORDER PROCEDURE<\/u><\/p>\n<\/p>\n

5.1 Orders<\/u>. Distributor will place individual orders for the Products
\nfrom time to time during the term of this Agreement by EDI, or for Software
\nProducts, as otherwise instructed by Altera, and such orders will contain all
\nreasonably required information, as determined by Altera. This Agreement shall
\ngovern to the extent that any terms in this Agreement are inconsistent with the
\nterms of any agreement between Altera and Distributor relating to EDI or other
\ndata interchange.<\/p>\n<\/p>\n

5.2 Acceptance by Altera<\/u>. All orders for the Products by Distributor
\nshall be subject to acceptance by Altera and shall not be binding until the
\nearlier of such acceptance or shipment, and, in the case of acceptance by
\nshipment, only as to the portion of the order actually shipped. Altera has the
\nright to refuse to accept, for any reason, any order placed by Distributor. Any
\nDistributor order not rejected by Altera within ten (10) days of issuance by
\nDistributor will be deemed accepted.<\/p>\n<\/p>\n

5.3 Controlling Terms<\/u>. The terms of this Agreement will apply to each
\norder accepted or shipped by Altera under this Agreement. In the event that any
\nterms or conditions of sale contained in any communication between Distributor
\nand Altera contradict or are inconsistent with anything contained in this
\nAgreement, the terms and conditions of this Agreement shall prevail. Altera’s
\nacceptance of any order from Distributor under this Agreement is conditioned on
\nDistributor agreeing that the terms of this Agreement shall prevail over any
\nadditional or inconsistent terms communicated by Distributor to Altera in any
\nform whatsoever.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

5.4 Changes and Cancellation by Distributor<\/u>.<\/p>\n<\/p>\n

(a) Standard Products<\/u>: All orders submitted by Distributor and
\naccepted by Altera are firm commitments by Distributor to buy Altera Products.
\nDistributor will notify Altera in writing in a timely manner of its desire to
\nchange or cancel any order. Altera shall have the right to deny any change or
\ncancellation request submitted by Distributor within ninety (90) days of the
\ncurrent factory scheduled shipment date. However, within the period from thirty
\n(30) to ninety (90) days of the current factory scheduled shipment date, Altera
\nwill use reasonable efforts to accommodate reasonable requests for changes or
\ncancellations. Within the period from zero (0) to thirty (30) days of current
\nfactory scheduled shipment date, Altera will accept change orders only in
\nextraordinary circumstances, which shall be determined by Altera in its sole
\njudgment. Altera’s acceptance of any change or cancellation shall not obligate
\nAltera to accept any future change or cancellation requests. It is the
\nresponsibility of Distributor to reconcile its own records of orders on Altera
\nwith Altera’s records of order backlog and manage accordingly.<\/p>\n<\/p>\n

(b) HardCopy Products<\/u>: Distributor may place orders on Altera for
\nHardCopy Products in accordance with the terms of the Master HardCopy
\nDevelopment and Sale Agreement agreed to by the parties as of June 19, 2007.\n<\/p>\n<\/p>\n

(c) Non-Standard Products<\/u>: From time to time, Distributor may place
\norders on Altera for Non-Standard Product other than HardCopy. For purposes of
\nthis Agreement, Non-Standard Product is defined as any Product other than
\nHardCopy that is not listed in Altera’s published distributor price list, or
\nthat requires special processing by Altera. Once accepted by Altera, orders for
\nNon-Standard Product may not be changed in any way without prior approval of
\nAltera. As a pre-condition to approving a request to change or cancel an order
\nfor Non-Standard Product, Altera may require Distributor to compensate Altera
\nfor any costs incurred by Altera as a result of the change or cancellation.
\nCertain Non-Standard Product specified by Altera shall be non-cancelable and
\nnon-refundable.<\/p>\n<\/p>\n

5.6 Cancellation by Altera<\/u>. Altera reserves the right to cancel any
\norders placed by Distributor and accepted by Altera as set forth above, or to
\nrefuse or delay shipment thereof, if:<\/p>\n<\/p>\n

(a) Distributor fails to make any payment as provided in this Agreement or
\nunder the terms of payment set forth in any invoice or otherwise agreed to by
\nAltera and Distributor;<\/p>\n<\/p>\n

(b) Distributor fails to meet reasonable credit or financial requirements
\nestablished by Altera, including any limitations on allowable credit;<\/p>\n<\/p>\n

(c) Distributor otherwise fails to comply with the terms and conditions of
\nthis Agreement;<\/p>\n<\/p>\n

(d) this Agreement is terminated and the scheduled delivery would take place
\nafter the Agreement’s termination date; or<\/p>\n<\/p>\n

(e) circumstances beyond Altera’s control prevent it from shipping any order
\nby the requested delivery date.<\/p>\n<\/p>\n

Altera also reserves the right to discontinue the manufacture or distribution
\nof any or all of the Products at any time, and to cancel any orders for such
\ndiscontinued Products, and, except as set forth in this subparagraph 5.6(e),
\nwithout liability of any kind to Distributor or to any other person. No such
\ncancellation, refusal or delay will be deemed a termination (unless Altera so
\nadvises Distributor) or breach of this Agreement by Altera. Altera will attempt,
\nbut is not required, to provide Distributor with at least sixty (60) days
\nadvance written notice of Product discontinuances in the same manner as is
\nprovided to customers in general. Distributor may, in its discretion, within
\nsixty (60) days of its receipt of such notice, notify Altera in writing of its
\nintention to return any or all such Products which remain in its inventory for a
\ncredit equal to the net price paid by Distributor for such Products. The
\nProducts will be returned within sixty (60) days of the date of Distributor’s
\nreceipt of Altera’s return authorization. Altera will pay all freight and
\nshipping charges in connection with any such returns.<\/p>\n<\/p>\n

6. PAYMENT<\/u><\/p>\n<\/p>\n

6.1 Terms and Interest<\/u>. Payment shall be made according to the terms
\nspecified in writing by Altera and agreed to by Arrow. Interest shall be payable
\nat the rate of one-and-one-half percent (1.5%) per month or at the maximum rate
\npermitted by law, whichever is less, on all overdue and unpaid invoices. Altera
\nhas the right to invoice Distributor for any unauthorized discounts or
\ndeductions taken by Distributor, and Distributor shall make payment on such
\ninvoices net thirty (30) days. Altera will not accept and Distributor will not
\nmake bulk payments; all transactions, including remittances, must include the
\nappropriate Altera reference number from EDI. Distributor will not take and
\nAltera will not accept deductions<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

of credits before they are sent via EDI.<\/p>\n<\/p>\n

6.2 Method of Payment<\/u>. Distributor shall make payment in US Dollars or
\nin such method as agreed to by the parties in writing.<\/p>\n<\/p>\n

6.3 Taxes, Tariffs, and Fees<\/u>. Unless otherwise agreed in writing by
\nAltera, all prices quoted by Altera for the Products do not include any
\nnational, state, or local sales, use, value added or other taxes, customs
\nduties, or similar tariffs and fees. Distributor shall be responsible and liable
\nfor the payment of any taxes, customs duties, or other government fees and
\ntariffs applicable to the Products, except for taxes based on Altera’s net
\nincome, unless Distributor has provided Altera with an exemption resale
\ncertificate in the appropriate form for the jurisdiction to which the Products
\nare to be directly shipped. Distributor agrees to indemnify Altera for any claim
\nfor taxes, customs duties, or other government fees and tariffs applicable to
\nthe Products that may be levied on Altera.<\/p>\n<\/p>\n

6.4 Set-Off<\/u>. Altera will have the right to setoff against any payment
\nobligation owed to Distributor any amounts due to Altera or to Altera’s
\naffiliates or subsidiaries.<\/p>\n<\/p>\n

7. SHIPMENT AND RISK OF LOSS: <\/u><\/p>\n<\/p>\n

7.1 Shipment<\/u>. Orders issued by the Distributor will specify requested
\nshipment dates. Distributor will select the mode of shipment and the carrier.
\nAltera will pay for packing costs. Distributor will be responsible for and pay
\nall shipping, freight, and insurance charges, which charges Altera may require
\nDistributor to pay in advance.<\/p>\n<\/p>\n

7.2 Delays in Shipment<\/u>. Altera will use commercially reasonable
\nefforts to ship products to arrive by any requested delivery dates quoted or
\nacknowledged. However, Altera will not be liable for any delay in shipment or
\ndelay in performance under this Agreement due to unforeseen circumstances or due
\nto causes beyond its control including but not limited to, acts of nature, acts
\nof government, labor disputes, delays in transportation, and delays in delivery
\nor inability to deliver by Altera’s suppliers.<\/p>\n<\/p>\n

7.3 Right to Ship Ahead<\/u>. Altera reserves the right to ship up to three
\n(3) days in advance of the calculated ship date necessary to meet Distributor’s
\nrequested dock date. Distributor will accept delivery of such shipments.<\/p>\n<\/p>\n

7.4 Risk of Loss<\/u>. Title and risk of loss or damage to the Products
\nshall pass to Distributor, or to such financing institution or other party or
\nparties as may have been designated to Altera by Distributor: (i) when Altera
\nreleases the Products to the carrier at Altera’s shipping point if Altera ships
\nfrom Altera or warehousing facilities located within one country to a
\ndestination within the same country; (ii) when the Products arrive at
\nDistributor’s shipping destination if Altera ships the Products from Altera’s
\nfacilities in the United States to a destination in Mexico or Canada; and (iii)
\nwhen the Products arrive at a place one mile following the Products’ departure
\nfrom the territorial boundaries of the jurisdiction in which the shipping origin
\nis located, in all cases not covered by (i) or (ii). Upon passage of title and
\nrisk of loss or damage, Altera advises Distributor to insure Products for the
\nfull purchase price paid by Distributor to Altera.<\/p>\n<\/p>\n

8. PRICES<\/u><\/p>\n<\/p>\n

8.1 Altera’s Prices<\/u>. Distributor shall purchase products at Altera’s
\nprices as are in effect at the time the order is received from the Distributor.\n<\/p>\n<\/p>\n

8.2 Price Changes<\/u>: From time to time, Altera may decide to change the
\nprices for the Products.<\/p>\n<\/p>\n

(a) Price decreases<\/u>: In the event of a price decrease by Altera,
\nAltera will invoice Distributor at the lower price for all orders placed by
\nDistributor that have not been delivered as of the effective date of the price
\ndecrease.<\/p>\n<\/p>\n

(b) Price increases<\/u>: In the event of a price increase, Altera will
\nannounce to Distributor its intention to raise prices at least thirty (30) days
\nbefore the effective date of such a price increase. Distributor shall have the
\nright to cancel (within ten (10) days of the announcement of a price increase)
\nany orders for Product for which Altera has announced a price increase.<\/p>\n<\/p>\n

8.3 Credit for Inventory Invoiced at Higher Price<\/u>. In the event of a
\nprice decrease, Altera shall issue a credit to Distributor in the amount of the
\nprice decrease for all unsold Products then stocked by the Distributor provided
\nthat Distributor satisfies the terms and conditions specified in subparagraphs
\n8.4 and 8.5(b) and (c).<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

8.4 Record Keeping for Price Decrease Credits<\/u>. As a condition of
\nAltera issuing Distributor a credit pursuant to subparagraph 8.3, Altera must
\nreceive an inventory report from Distributor no later than thirty (30) days
\nafter the effective date of the price decrease. No credit will be due
\nDistributor if Distributor fails to furnish such inventory report within the
\nthirty (30) day period. Altera shall have the right to audit the information
\nprovided in this report against the previous inventory reports and subsequent
\nresale reports. Altera may conduct such audit in accordance with the provisions
\nof subparagraph 3.7 of this Agreement. Upon verification of Distributor’s claim
\nfor credit, Altera shall issue a credit to Distributor’s account.<\/p>\n<\/p>\n

8.5 Procedure for Submitting Claims for Credit<\/u>.<\/p>\n<\/p>\n

(a) Distributor must submit its claims for the following types of credits
\nwithin sixty (60) days of the following:<\/p>\n<\/p>\n

(i) Price Discrepancies<\/u>: the date of any invoice that contains a price
\ndiscrepancy; or<\/p>\n<\/p>\n

(ii) SSD (ship from stock debit)<\/u>: sales out date.<\/p>\n<\/p>\n

Altera will not honor any claims for credit submitted after the sixty (60)
\nday period.<\/p>\n<\/p>\n

(b) All claims for credit must specify the invoice number(s) to which the
\nclaim applies.<\/p>\n<\/p>\n

(c) If Altera provided Distributor with a discount on its regular prices at
\nthe time that Altera invoiced Distributor for the Products that are the subject
\nof a claim for credit, Altera shall subtract from the credit the proportional
\namount of the prior discount.<\/p>\n<\/p>\n

9. STOCK ROTATION AND RETURNS<\/u><\/p>\n<\/p>\n

9.1 Return of Products<\/u>. If Altera determines in accordance with its
\nStock Rotation Policy that Distributor’s inventory is overstocked with certain
\nProducts, Distributor may return such Products to Altera pursuant to
\nsubparagraph 9.2. Products that are obsolete or discontinued may only be
\nreturned pursuant to subparagraph 9.3 of this Agreement. Returns of Products
\nthat are permitted in connection with the termination of this Agreement are
\nsubject to paragraph 14. All returns require a Return Material Authorization
\n(“RMA”) and must follow Altera return policies.<\/p>\n<\/p>\n

Distributor shall bear all freight costs and risk of loss or damage during
\nshipment of returned Products and shall ship returned Products in accordance
\nwith Altera’s reasonable instructions.<\/p>\n<\/p>\n

Distributor’s account will be credited by Altera in the amount paid by
\nDistributor for the returned Products after Altera receives the Products and
\nverifies their quantity and quality. All returned Products must be unused,
\nundamaged, and in Altera factory-sealed bags or Altera factory-shipped boxes.
\nDistributor may not take any deductions from payments due to Altera before
\nAltera has issued a credit to Distributor; Altera will charge interest at the
\nrate of one-and-one-half percent (1.5%) per month or at the maximum rate
\npermitted by law, whichever is less, from the date that Distributor makes any
\nunauthorized deductions.<\/p>\n<\/p>\n

9.2 Procedure for Stock Rotations<\/u>. Each Altera fiscal semi-annual
\n(i.e. six-month) period, Altera will accept one (1) Stock Rotation return from
\nDistributor for the purpose of clearing Distributor’s inventory of Product that
\nin Distributor’s reasonable judgment is unlikely to be sold. If Distributor does
\nnot initiate a Stock Rotation return before the end of the applicable Altera
\nfiscal semi-annual period, that period’s allowance will be forfeited. Under this
\nprovision, Distributor may return to Altera Product valued at up to five percent
\n(5%) of Altera’s net billings to Distributor for the Altera fiscal semi-annual
\nperiod prior to the Stock Rotation. A portion of such approved stock rotation
\ntotal dollar level, not to exceed five percent (5%) thereof, may be eligible to
\nbe scrapped under the Altera scrap policies. As a precondition for accepting a
\nStock Rotation, Altera may require that Distributor take delivery from Altera of
\nProduct of value equal to or less than the value of the Product returned.<\/p>\n<\/p>\n

9.3 Obsolete and Discontinued Products<\/u>. Altera may render obsolete or
\ndiscontinue the manufacture and\/or sale of any Product (“Discontinued Product”)
\nand shall notify Distributor of any Discontinued Product. Distributor shall have
\nthe right to return Discontinued Product to Altera to the extent purchased from
\nAltera within the twenty-four (24) months prior to the date of Product
\ndiscontinuation notice. Within thirty (30) days of the last order date,
\nDistributor shall notify Altera of Distributor’s intention to return any
\nDiscontinued Product in its inventory which was purchased by Distributor from
\nAltera. Such notification shall include the Last Time Ship date for such
\nDiscontinued Product. Distributor’s account will be credited by Altera in the
\namount paid by Distributor for the returned Products after Altera receives the
\nProducts and<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

verifies their quantity and quality. Debit claims for Discontinued Product
\nwill be honored for six (6) months after the Last Time Ship date.<\/p>\n<\/p>\n

9.4 Administrative Procedures for Returns<\/u>. Product returns to Altera
\npursuant to subparagraphs 9.2, 9.3, and 14.5(c) as well as any other Product
\nreturns to Altera are subject to the following provisions:<\/p>\n<\/p>\n

(a) Distributor must request and receive from Altera a Return Material
\nAuthorization number for each return prior to shipping Product to Altera. Altera
\nwill not unreasonably withhold Return Material Authorizations.<\/p>\n<\/p>\n

(b) Altera retains the right to review all line items prior to return and
\napprove or deny any item requested for return by Distributor. Altera will
\nestablish and publish reasonable requirements for the approval of return line
\nitems, and for the handling and packaging of Product to be returned, in order to
\nprotect the quality of Altera Products and minimize the administrative expenses
\nassociated with returns.<\/p>\n<\/p>\n

(c) Return Material Authorization numbers are valid for sixty (60) days from
\nthe date of issuance to Distributor. If Distributor fails to return the Products
\nwithin that sixty (60) day period, Altera shall not be obligated to accept the
\nProducts or to credit Distributor’s account for the Products.<\/p>\n<\/p>\n

9.5 Defective Products<\/u>. Defective or non-conforming Products shall be
\nsubject to the warranty provisions of paragraph 10 of this Agreement.<\/p>\n<\/p>\n

10. WARRANTIES<\/u><\/p>\n<\/p>\n

10.1 Altera’s Warranties to Distributor<\/u>.<\/p>\n<\/p>\n

(a) Semiconductor Products and Other Hardware Products<\/u>. Altera
\nwarrants that the Products (other than Software Products and Development Kits)
\n(hereinafter “Semiconductor Products and Other Hardware Products”) covered by
\nthis Agreement shall be free from defects in materials and workmanship and shall
\nmaterially conform to Altera’s published specifications (if any) under normal
\nuse for a period of one (1) year from the date of invoice to Distributor’s
\ncustomer, but in no event more than two (2) years from the date of invoice to
\nDistributor. The foregoing warranty does not apply to any Semiconductor Products
\nand Other Hardware Products that have been subject to misuse (including static
\ndischarge), improper installation, programming (unless the programming reveals
\nthe defect) or repair, mishandling, neglect, accident or modification or which
\nhave been soldered or altered and are not capable of being tested by Altera
\nunder its normal test conditions, or whose identifying information has been
\nremoved, obscured, altered or augmented. Altera’s sole obligation to Distributor
\nfor Semiconductor Products and Other Hardware Products failing to meet this
\nwarranty shall be to replace the defective or non-conforming Semiconductor
\nProducts and Other Hardware Products or refund the applicable payments made by
\nthe Distributor. This obligation is conditioned on all of the following: (1)
\nDistributor providing Altera with written notice of any nonconformity or defect
\nwithin the applicable warranty period, and (2) Distributor returning the
\nnon-conforming or defective Semiconductor Products and Other Hardware Products
\nto Altera within thirty (30) days of receiving Altera’s written notification to
\ndo so, and (3) Altera determining that the Semiconductor Product or Other
\nHardware Product is non-conforming or defective and that such nonconformity or
\ndefect is not a result of improper installation, repair or other misuse by
\nDistributor. Any replacement of Semiconductor Product or Other Hardware Product
\nby Altera shall carry only the unexpired term of the original warranty. This
\nwarranty is limited to Distributor and is not transferable.<\/p>\n<\/p>\n

(b) Software Products.<\/u><\/p>\n<\/p>\n

Altera warrants that Software Products covered by this Agreement, when
\nproperly installed and used, will perform substantially in accordance with
\nAltera’s current Software Products documentation for a period of ninety (90)
\ndays from the date of delivery to Distributor’s customer. Altera warrants the
\nDVD on which Software Products are furnished to be free from defects in
\nmaterials and workmanship under normal use for a period of ninety (90) days from
\nthe date of delivery to Distributor’s customer. The foregoing warranty does not
\napply to any Software Products which have been damaged as a result of accident,
\nabuse, misuse, neglect, or modification. This warranty is limited to Distributor
\nand is not transferable.<\/p>\n<\/p>\n

During the ninety (90) day warranty period, (1) Altera will replace any
\nSoftware Product or DVD not meeting the foregoing warranty and which is returned
\nto Altera; or (2) if Altera is unable to deliver a replacement Software Product
\nwhich performs substantially in accordance with current Software Product
\ndocumentation or a DVD which is free of defects in materials or workmanship,
\nDistributor may return the Software Product for a credit in the amount paid by
\nDistributor. Any replacement Programs or DVD will be warranted for the remainder
\nof the original warranty period or<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

thirty (30) days, whichever is longer.<\/p>\n<\/p>\n

(c) Development Kits.<\/u><\/p>\n<\/p>\n

Altera warrants that Development Kits covered by this Agreement shall be free
\nfrom defects in materials and workmanship and shall materially conform to
\nAltera’s published specifications (if any) under normal use for a period of
\nninety (90) days from the date of invoice to Distributor’s customer, but in no
\nevent longer than one year from the delivery to Distributor. The foregoing
\nwarranty does not apply to any Development Kits that have been subject to misuse
\n(including static discharge), improper installation, programming or repair,
\nmishandling, neglect, accident or modification or which have been soldered or
\naltered and are not capable of being tested by Altera under its normal test
\nconditions, or whose identifying information has been removed, obscured, altered
\nor augmented. Altera’s sole obligation to Distributor for Development Kits
\nfailing to meet this warranty shall be to replace the defective or
\nnon-conforming Development Kits or refund the applicable payments made by the
\nDistributor. This obligation is conditioned on all of the following: (1)
\nDistributor providing Altera with written notice of any nonconformity or defect
\nwithin the applicable warranty period, and (2) Distributor returning the
\nnon-conforming or defective Development Kits to Altera within thirty (30) days
\nof receiving Altera’s written notification to do so, and (3) Altera determining
\nthat the Development Kit is non-conforming or defective and that such
\nnonconformity or defect is not a result of improper installation, repair or
\nother misuse by Distributor. Any replacement of a Development Kit by Altera
\nshall carry only the unexpired term of the original warranty. This warranty is
\nlimited to Distributor and is not transferable.<\/p>\n<\/p>\n

(d) THE WARRANTIES CONTAINED IN PARAGRAPH 10 OF THIS AGREEMENT ARE
\nTHE ONLY WARRANTIES MADE BY ALTERA WITH RESPECT TO THE PRODUCTS. EXCEPT AS
\nPROVIDED IN PARAGRAPH 10, ALTERA MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
\nINCLUDING ANY WARRANTY OF QUALITY, <\/strong><\/p>\n<\/p>\n

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
\nTHE WARRANTIES PROVIDED IN PARAGRAPH 10 MAY BE MODIFIED OR AMENDED BY ALTERA
\nONLY BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED AGENT OF ALTERA.<\/strong>\n<\/p>\n<\/p>\n

10.2 Distributor Shall Make No Warranties<\/u>. Distributor shall make no
\nrepresentation, guarantee or warranty on Altera’s behalf to Distributor’s
\ncustomers with respect to the Products.<\/p>\n<\/p>\n

11. ALTERA’S INTELLECTUAL PROPERTY RIGHTS<\/u><\/p>\n<\/p>\n

11.1 Trademark Use During Agreement<\/u>. During the term of this
\nAgreement, Distributor is authorized by Altera to use the Trademarks in
\nconnection with Distributor’s advertisement, promotion, and distribution of the
\nProducts. Altera reserves the right to review and reject Distributor’s use of
\nTrademarks. Distributor shall not use the Trademarks, or any part thereof,
\nseparately or in combination, as a part of or in connection with its firm,
\ntrade, or corporate name. Distributor’s use of the Trademarks will be in
\naccordance with Altera’s policies in effect from time to time, including but not
\nlimited to trademark usage and co-operative advertising policies.<\/p>\n<\/p>\n

11.2 Copyright, Patent, and Trademark Notices<\/u>. As both a covenant by
\nDistributor and a condition of Altera’s sale or license of the Products to
\nDistributor, Distributor will include on each copy of the Products that it
\ndistributes, and on all containers and storage media, all copyright, patent,
\ntrademark, and other notices of proprietary rights included by Altera on the
\nProducts. Distributor agrees not to alter, erase, deface, or overprint any such
\nnotice on anything provided by Altera.<\/p>\n<\/p>\n

11.3 No Distributor Rights in Altera Intellectual Property Rights<\/u>.
\nDistributor has paid no consideration for the use of Altera’s copyrights,
\npatents, trademarks, or trade secrets and nothing contained in this Agreement
\nshall give Distributor any interest in any of them. Distributor acknowledges
\nthat Altera owns or holds a license to all copyrights, patents, trademarks, or
\ntrade secrets related to the Products and agrees that it will not knowingly at
\nany time during or after this Agreement assert or claim any interest in or do
\nanything that may adversely affect the validity or enforceability of any
\ncopyrights, patents, trademarks, or trade secrets owned by or licensed to Altera
\n(including, without limitation, any act, or assistance to act, which may
\ninfringe or lead to the infringement of any copyrights, patents, trademarks, or
\ntrade secrets related to the Products). Nothing in this subparagraph shall
\nprevent Distributor from challenging the validity of any trademark, copyright,
\nor patent. Distributor agrees not to attach any additional trademarks, logos, or
\ntrade names to any Product. Distributor further agrees not to affix any of the
\nTrademarks to any product not manufactured or sold by Altera.<\/p>\n<\/p>\n

11.4 No Continuing Rights in Trademarks<\/u>. Upon expiration or
\ntermination of this Agreement, Distributor will immediately cease all display,
\nadvertising and use of all Trademarks and will not thereafter use, advertise, or
\ndisplay any name, mark or<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

logo which is, or any part of which is, similar to, or confusing with, any
\nTrademark or other name, mark, logo or designation associated with any Product.\n<\/p>\n<\/p>\n

11.5 Obligation to Protect Proprietary Information<\/u>. Altera and
\nDistributor have entered into or shall in the future enter into a non-disclosure
\nagreement that shall set forth the parties’ obligations to protect proprietary
\ninformation.<\/p>\n<\/p>\n

11.6 Notification of Suspected Infringement<\/u>. Distributor agrees to
\nnotify Altera of any known or suspected infringement of Altera’s trademark,
\ntrade secret, copyright, and patent rights that comes to Distributor’s
\nattention. Distributor also agrees not to induce, encourage, contribute to, or
\nsupport the infringement of Altera’s trademark, trade secret, copyright, and
\npatent rights or the breach of the Altera Program License Agreement by
\nDistributor’s customers or other third parties.<\/p>\n<\/p>\n

11.7 Patent Indemnity<\/u>.<\/p>\n<\/p>\n

(a) Altera shall defend any suit, proceeding, or claim of infringement
\nasserted against Distributor insofar as such suit, proceeding, or claim of
\ninfringement alleges that any Product manufactured and supplied by Altera to
\nDistributor infringes any duly issued patent, and Altera shall pay all damages
\nand costs finally awarded therein against Distributor, provided that Altera
\npromptly is informed and furnished a copy of each communication, notice or other
\naction relating to the alleged infringement and is given authority, information,
\nand assistance (at Altera’s expense) necessary to defend or settle said suit or
\nproceeding. Altera shall have the absolute right to control the defense and
\nsettlement of any infringement suit or proceeding for which Distributor seeks
\nindemnification under this subparagraph. Altera shall not be obligated to defend
\nor be liable for costs and damages if the infringement arises out of (1)
\nProducts that are manufactured by Altera in accordance with Distributor’s
\nspecifications, or (2) the Products being combined with or added to another
\nproduct, or (3) the Products being modified after delivery to Distributor by
\nAltera, or (4) from use of the Products, or any part thereof, in the practice of
\na process. Altera’s obligations hereunder shall not apply to any infringement
\noccurring after Distributor has received notice of such suit or proceeding
\nalleging the infringement unless Altera has given written permission for such
\nuse by Distributor.<\/p>\n<\/p>\n

(b) If any Products manufactured and supplied by Altera to Distributor shall
\nbe held to infringe any United States patent and Distributor shall be enjoined
\nfrom using the same, Altera will at its option and at its expense (1) procure
\nfor Distributor the right to use such Products free of any liability for patent
\ninfringement, or (2) replace such Products with non-infringing substitute
\nProducts, or (3) refund the purchase price of such Products.<\/p>\n<\/p>\n

(c) If the infringement by Distributor is alleged prior to Altera’s
\ncompletion of delivery of the Products, Altera may decline to make further
\nshipments without being in breach of this Agreement.<\/p>\n<\/p>\n

(d) If any suit, proceeding, or claim of infringement is asserted against
\nAltera based on a claim that the goods manufactured by Altera in compliance with
\nDistributor’s specifications and supplied to Distributor directly infringe any
\nduly issued United States patent, then Distributor shall indemnify Altera to the
\nsame extent as specified in subparagraph 11.7(a) of this Agreement. However,
\nDistributor shall not be obligated to indemnify Altera for specifications
\ndeveloped solely by Distributor’s end customer.<\/p>\n<\/p>\n

(e) THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE
\nPARTIES HERETO FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES,
\nEXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.<\/strong><\/p>\n<\/p>\n

12. SOFTWARE LICENSE.<\/u> Altera grants and Distributor accepts a
\nnon-exclusive license to use and sublicense Altera Software Products and other
\ncopyrighted materials, including but not limited to printed materials, on the
\nfollowing terms (the “License”):<\/p>\n<\/p>\n

12.1 The Software Products covered by this Agreement are confidential and
\nproprietary to Altera and its licensors, and Altera and its licensors retain all
\ntitle, copyright, patent and other proprietary rights to the Software Products
\nand all copies thereof.<\/p>\n<\/p>\n

12.2 Distributor may sublicense Altera Software Products to its customers for
\nuse according to the terms of Altera’s end user license agreement, which is
\nincluded with the Software Products. Any sublicense granted to Distributor’s
\ncustomers must be made subject to the terms of the Altera Program License
\nAgreement. Any attempt by Distributor to sublicense Altera Software Products in
\ncontravention of this Agreement shall be null and void.<\/p>\n<\/p>\n

12.3 Distributor may use Altera Software Products to perform demonstrations
\nof the use of Altera Products, or to train sales people in the use of Altera
\nProducts, or to train customers in the use of Altera Products.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

12.4 Distributor may use Altera Software Products to program other Altera
\nProducts for Distributor’s customers. Distributor may not use Altera Software
\nProducts to program non-Altera Products.<\/p>\n<\/p>\n

12.5 Distributor may use a single copy of any Software Product only on a
\nsingle computer or on a single network of workstations.<\/p>\n<\/p>\n

12.6 Distributor may make one copy of any Software Product that it has
\ninstalled on a single computer or single network of workstations at
\nDistributor’s place of business in any computer-<\/p>\n<\/p>\n

readable or printed form for back-up or archival purposes only and subject to
\nthe terms of this Paragraph 12.<\/p>\n<\/p>\n

12.7 Distributor agrees not to disassemble, decompile, or otherwise reverse
\nengineer any Altera Software Product, nor may it make any copy thereof or apply
\nany techniques to derive the trade secrets embodied therein, except as
\nexplicitly permitted by the national legislation implementing the EC Council
\nDirective of 14 May 1991 on the legal protection of computer programs. In
\nparticular, Distributor agrees that it shall not be entitled for any purpose to
\ntransmit any Software Product or to display any Software Product’s object code
\non any computer screen or to make any hard copy memory dumps of any Software
\nProduct’s object code. If Distributor believes it requires information related
\nto the interoperability of any of Altera Software Products with other programs,
\nDistributor shall not decompile or otherwise reverse engineer any of Altera
\nSoftware Products to obtain such information, and Distributor agrees to request
\nsuch information from Altera. Upon receiving such a request from Distributor,
\nAltera shall reasonably determine whether Distributor requires such information
\nfor a legitimate purpose, and if so, Altera will provide such information to
\nDistributor within a reasonable time and on reasonable conditions. Other than as
\nexplicitly permitted above, Distributor agrees that it will not apply any
\ntechniques to ascertain trade secret information about any of the Products.
\nDistributor shall make any sublicense to Distributor’s customers subject to this
\nsubparagraph.<\/p>\n<\/p>\n

12.8 Distributor agrees that it will not open any sealed Altera Software
\nProducts that are intended for sublicensing, nor will it sublicense any unsealed
\nAltera Software Products. Distributor will not transfer, sublicense, or give
\naway any copy of an Altera Software Product that was previously installed on any
\ncomputer or single network of workstations at Distributor’s place of business.\n<\/p>\n<\/p>\n

12.9 The terms of this License shall govern with respect to Distributor’s use
\nof Altera Software products in the event that any such terms are inconsistent
\nwith or omitted from the Altera Program License Agreement.<\/p>\n<\/p>\n

13. ASSIGNMENT<\/u><\/p>\n<\/p>\n

This Agreement shall not be assignable by either party without the prior
\nwritten approval of the other party. Except in the case of a corporate
\nreorganization, a change in the persons or entities who control fifty percent
\n(50%) or more of the equity securities or voting interest of a party shall be
\nconsidered an assignment of rights.<\/p>\n<\/p>\n

14. TERM AND TERMINATION<\/u><\/p>\n<\/p>\n

14.1 Term<\/u>. This Agreement shall be in force until terminated in
\naccordance with subparagraph 14.2 or 14.3 of this Agreement.<\/p>\n<\/p>\n

14.2 Termination With Notice<\/u>. At any time, either party may terminate
\nthis Agreement without cause upon providing the other party with ninety (90)
\ndays prior written notice.<\/p>\n<\/p>\n

14.3 Termination For Cause<\/u>. The Agreement may be terminated without
\nnotice under the following circumstances:<\/p>\n<\/p>\n

(a) If either party is or becomes insolvent or admits its inability to pay
\nits debts as they become due, or makes an assignment for the benefit of
\ncreditors, or if there are initiated by or against either party proceedings in
\nbankruptcy or under insolvency laws or for reorganization, receivership or
\ndissolution, or if either party ceases to conduct its operations in the normal
\ncourse of business, the other party shall have the right to terminate this
\nAgreement effective immediately upon giving notice.<\/p>\n<\/p>\n

(b) Except in the case of a public offering of the equity securities of
\neither party, if a party shall have a greater than fifty percent (50%) change in
\nownership, the other party shall have the right to terminate this Agreement with
\nthirty (30) days notice.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

(c) If either party is in breach hereof and does not cure same within thirty
\n(30) days of notice hereof.<\/p>\n<\/p>\n

14.4 Waiver of Damages in Event of Termination<\/u>. The right of
\ntermination, as provided herein, is absolute. Both Altera and Distributor have
\nconsidered the possibility of expenditures necessary in preparing for
\nperformance of this Agreement and the possible losses and damage incident to
\neach in the event of termination, and it is understood that neither party shall
\nbe liable to the other for damages in any form by reason of the termination of
\nthis Agreement at any time, other than as expressively provided in this
\nAgreement.<\/p>\n<\/p>\n

14.5 Procedures Upon Termination<\/u>.<\/p>\n<\/p>\n

(a) Unfilled Orders<\/u>. Upon termination of this Agreement, Altera may,
\nat its option, cancel any or all unfilled orders that were previously accepted
\nby Altera pursuant to subparagraph 5.2. Except in those circumstances governed
\nby subparagraph 5.6 of the Agreement, Altera agrees not to cancel orders which
\nare for Products intended for resale pursuant to firm orders (1) that have been
\nplaced by a specific customer with Distributor and are scheduled for delivery
\nwithin ninety (90) days of the date<\/p>\n<\/p>\n

that notice of termination is given and (2) that Distributor, from among its
\nlocations, does not have inventory stock to complete. Distributor shall notify
\nAltera in writing of such firm orders within thirty (30) days of the date that
\nnotice of termination is given.<\/p>\n<\/p>\n

(b) Promotion<\/u>. Upon termination of this Agreement, Distributor agrees
\nto discontinue immediately all activities as an Altera Distributor including,
\nwithout limitation, all use of the Trademarks and all advertising of or
\nreference to Altera Products, except as permitted pursuant to the disposition of
\ninventory of Products pursuant to subparagraph 14.5(c).<\/p>\n<\/p>\n

(c) Disposition of Inventory<\/u>. In the event Altera terminates this
\nAgreement without cause pursuant to subparagraph 14.2 or Distributor terminates
\non the grounds that Altera has breached the Agreement, Altera will repurchase
\nfrom Distributor at Distributor’s option any or all unsold non-discontinued and
\nnon-obsolete Products in Distributor’s inventory at the price paid by
\nDistributor. Products returned under this provision are subject to subparagraph
\n9.1. In the event Distributor terminates this Agreement without cause or Altera
\nterminates with cause pursuant to subparagraph 14.3 above, Altera may, at its
\noption, repurchase from Distributor any or all unsold Altera Products in
\nDistributor’s inventory at the same price as set forth in the sentence
\nimmediately preceding. The party terminating this Agreement shall pay all
\ntransportation charges for Products returned to Altera.<\/p>\n<\/p>\n

15. LIMITATION OF LIABILITY AND INDEMNIFICATION<\/u><\/p>\n<\/p>\n

In no event shall either party be liable to the other party for indirect,
\nspecial, incidental, or consequential damages as a result of any claim or
\nliability relating to or arising out of this Agreement. Each party shall
\nindemnify the other party for any claims asserted by any third party arising out
\nof or relating to the indemnifying party’s breach of this Agreement, negligence,
\nor wrongful conduct.<\/p>\n<\/p>\n

16. RELATIONSHIP OF THE PARTIES<\/u><\/p>\n<\/p>\n

It is expressly understood and agreed that the relationship between Altera
\nand Distributor under this Agreement is solely that of seller and buyer.
\nDistributor is an independent contractor and is in no way Altera’s legal
\nrepresentative or agent. Distributor has no authority to assume or create any
\nobligation on behalf of Altera, express or implied, with respect to Products or
\notherwise. Nothing contained in this Agreement shall be construed as a
\nlimitation or restriction upon Altera in the sale or other disposition of any
\nProduct to any person, firm or corporation or in any territory or country.<\/p>\n<\/p>\n

17. WAIVER OF JURY TRIAL AND GOVERNING LAW<\/u><\/p>\n<\/p>\n

17.1 Waiver of Jury Trial<\/u>: Each party also hereby irrevocably waives,
\nand agrees not to seek, any right to a jury trial in any action arising out of
\nor otherwise relating to this Agreement.<\/p>\n<\/p>\n

17.2 Governing Law & Forum<\/u>: All disputes, controversies, and
\nclaims shall be decided under the laws of the State of California, USA
\n(including the substantive and procedural laws of the State of California), as
\nthose laws are applied to agreements entered into and to be performed entirely
\nwithin California by California residents, excluding any choice of law rules.
\nAny action or proceeding arising out of or relating to this Agreement shall be
\nbrought in the United States District Court for the Northern District of
\nCalifornia (or, if such court lacks jurisdiction, the courts of the State of
\nCalifornia, Santa Clara County) and each party hereby submits to the exclusive
\njurisdiction and venue of any such court in any such action or proceeding.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

18. WAIVER<\/u><\/p>\n<\/p>\n

Either party’s failure to enforce at any time any of the provisions of this
\nAgreement, or any right with respect thereto, or to exercise any option herein
\nprovided, shall in no way be construed to be a waiver of such provisions, rights
\nor options or in any way affect the validity of this Agreement. Either party’s
\nexercise of any of its rights hereunder or of any options hereunder under the
\nterms or covenants herein shall not preclude or prejudice either party from
\nthereafter exercising the same or any other right it may have under this
\nAgreement, irrespective of any previous action or proceeding taken by either
\nparty.<\/p>\n<\/p>\n

19. NOTICE<\/u><\/p>\n<\/p>\n

All notices required by this Agreement shall be sufficiently given and
\neffective upon receipt. Notices should be addressed to the attention of the
\nDistributor at its principal place of business, as listed above, to the
\nattention of General Counsel, with a concurrent copy to SVP, Marketing & Asset Management, 7459 S. Lima St., Building 2, Englewood, CO 80112, or to
\nAltera Corporation, attention Sr. VP of WW Sales, 101 Innovation Drive, San
\nJose, California 95134, with a concurrent copy to Attn: General Counsel, at the
\nsame address, or to such other place or places as the parties hereto may
\ndesignate in writing. If notice is given in any other manner, it shall be
\neffective when received.<\/p>\n<\/p>\n

20. CAPTIONS<\/u><\/p>\n<\/p>\n

The captions of the paragraphs herein are intended for convenience only, and
\nthe same shall not be determined to be interpretive of the content of such
\nparagraph.<\/p>\n<\/p>\n

21. SEVERABLITY<\/u><\/p>\n<\/p>\n

If any provision, or part of a provision of this Agreement is invalidated by
\noperation of law or otherwise, the provision or part will to that extent be
\ndeemed omitted and the remainder of this Agreement will remain in full force and
\neffect so long as the economic or legal substance of the transactions
\ncontemplated hereby are not affected in any manner adverse to any party. Upon
\nsuch determination that any term or other provision is invalid, illegal or
\nincapable of being enforced, the parties hereto shall negotiate in good faith to
\nmodify this Agreement so as to effect the original intent of the parties as
\nclosely as possible in a mutually acceptable manner in order that the
\ntransactions contemplated hereby be consummated as originally contemplated to
\nthe fullest extent possible.<\/p>\n<\/p>\n

22. FORCE MAJEURE<\/u><\/p>\n<\/p>\n

If the performance or observance of this Agreement or of any obligation
\nherein is prevented or delayed by reason of an act of God, civil commotion,
\nstorm, fire, riots, strikes, legal moratorium, war, revolution or action by
\ngovernment, the party so affected shall, upon prompt notice of such cause being
\ngiven to the other party, be excused from such performance or observance to the
\nextent of such prevention or during the period of such delay, provided that the
\nparty so affected shall use its reasonable efforts to avoid or remove the cause
\nor causes of non-performance and observance.<\/p>\n<\/p>\n

23. COMPLETE AGREEMENT<\/u><\/p>\n<\/p>\n

This Agreement supersedes and cancels any previous understanding or
\nagreements, whether written or oral, between the parties relating to the subject
\nmatter hereof. It expresses the complete and final understanding with respect to
\nthe subject matter hereof and may not be changed in any way except by an
\ninstrument in writing signed by authorized representatives of both parties.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

[Signatures Follow]<\/p>\n

\n

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
\ntheir duly authorized representatives and to become effective as of the day and
\nyear first written above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARROW ELECTRONICS, INC.<\/p>\n<\/td>\n

<\/td>\n\n

ALTERA CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BY:<\/p>\n<\/td>\n

\n

\/s\/ David West<\/p>\n<\/td>\n

<\/td>\n\n

BY:<\/p>\n<\/td>\n

\n

\/s\/ Stephen E. McMinn<\/p>\n<\/td>\n<\/tr>\n

\n

David West<\/p>\n<\/td>\n

<\/td>\n\n

Stephen E. McMinn<\/p>\n<\/td>\n<\/tr>\n

\n

Vice President of Market Development<\/p>\n<\/td>\n

<\/td>\n\n

Vice President of Worldwide Distribution<\/p>\n<\/td>\n<\/tr>\n

\n

DATE:<\/p>\n<\/td>\n

\n

January 11, 2011<\/p>\n<\/td>\n

<\/td>\n\n

DATE:<\/p>\n<\/td>\n

\n

January 11, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

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