SEC Info - Sunpower Corp - ‘10-Q’ for 3/30/14

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Sunpower Corp – ‘10-Q’ for 3/30/14 – ‘EX-10.3’

On: Tuesday, 4/29/14, at 9:46pm ET · As of: 4/30/14 · For: 3/30/14 · Accession #: 867773-14-27 · File #: 1-34166

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/30/14  Sunpower Corp                     10-Q        3/30/14   66:15M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    809K 
 2: EX-10.1     Sunpower Corporation Annual Executive Bonus Plan.   HTML     61K 
 3: EX-10.2     Sunpower Corporation Executive Quarterly Bonus      HTML     39K 
                Plan.                                                            
 4: EX-10.3     Amendment No. 3 to Joint Venture Agreement          HTML     31K 
 5: EX-31.1     Certification by Chief Executive Officer Pursuant   HTML     26K 
                to Rule 13A-14(A)/15D-14(A).                                     
 6: EX-31.2     Certification by Chief Financial Officer Pursuant   HTML     26K 
                to Rule 13A-14(A)/15D-14(A).                                     
 7: EX-32.1     Certification Furnished Pursuant to 18 U.S.C.       HTML     23K 
                Section 1350 as Adopted Pursuant T                               
44: R1          Document and Entity Information Document            HTML     47K 
34: R2          Consolidated Balance Sheets                         HTML    155K 
42: R3          Consolidated Balance Sheets Parenthetical           HTML     41K 
                (Parentheticals)                                                 
46: R4          Consolidated Statements of Operations               HTML     89K 
60: R5          Consolidated Statement of Comprehensive Income      HTML     45K 
                (Loss) Statement                                                 
36: R6          Consolidated Statements of Equity                   HTML     86K 
41: R7          Consolidated Statements of Cash Flows               HTML    145K 
31: R8          The Company and Summary of Significant Accounting   HTML     35K 
                Policies                                                         
23: R9          Transactions with Total and Total S.A.              HTML     63K 
61: R10         Balance Sheet Components                            HTML    176K 
48: R11         Leasing                                             HTML     90K 
47: R12         Fair Value Measurements                             HTML    139K 
52: R13         Restructuring                                       HTML     56K 
53: R14         Commitments and Contingencies                       HTML     90K 
51: R15         Equity Method Investments                           HTML     37K 
54: R16         Debt and Credit Sources                             HTML    176K 
43: R17         Foreign Currency Derivatives                        HTML    154K 
45: R18         Income Taxes                                        HTML     25K 
50: R19         Net Income (Loss) Per Share of Common Stock         HTML     86K 
66: R20         Stock-Back Compensation                             HTML     45K 
56: R21         Segment Information                                 HTML    148K 
38: R22         Subsequent Events (Notes)                           HTML     22K 
49: R23         The Company and Summary of Significant Accounting   HTML     40K 
                Policies (Policies)                                              
40: R24         Transactions with Total and Total S.A. (Tables)     HTML     51K 
19: R25         Balance Sheet Components (Tables)                   HTML    197K 
57: R26         Leasing (Tables)                                    HTML     80K 
62: R27         Fair Value Measurements (Tables)                    HTML    147K 
27: R28         Restructuring (Tables)                              HTML     52K 
26: R29         Commitments and Contingencies (Tables)              HTML     60K 
29: R30         Debt and Credit Sources (Tables)                    HTML    134K 
30: R31         Foreign Currency Derivatives (Tables)               HTML    136K 
32: R32         Net Income (Loss) Per Share of Common Stock         HTML     83K 
                (Tables)                                                         
18: R33         Stock-Back Compensation (Tables)                    HTML     47K 
55: R34         Segment Information (Tables)                        HTML    170K 
37: R35         The Company and Summary of Significant Accounting   HTML     21K 
                Policies (Details)                                               
39: R36         Transactions with Total and Total S.A. (Details)    HTML     80K 
21: R37         Balance Sheet Components (Details)                  HTML    230K 
65: R38         Leasing (Details)                                   HTML    105K 
14: R39         Fair Value Measurements (Details)                   HTML    117K 
33: R40         Restructuring (Details)                             HTML     48K 
59: R41         Commitments and Contingencies (Details)             HTML    125K 
20: R42         Equity Method Investments (Details)                 HTML     40K 
25: R43         Debt and Credit Sources (Details)                   HTML    206K 
28: R44         Foreign Currency Derivatives (Details)              HTML    109K 
35: R45         Income Taxes (Details)                              HTML     24K 
17: R46         Net Income (Loss) Per Share of Common Stock         HTML     83K 
                (Details)                                                        
22: R47         Stock-Back Compensation (Details)                   HTML     32K 
15: R48         Segment Information (Details)                       HTML     86K 
58: R49         Subsequent Events (Details)                         HTML     24K 
63: XML         IDEA XML File -- Filing Summary                      XML     92K 
16: EXCEL       IDEA Workbook of Financial Reports                  XLSX    296K 
24: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.47M 
 8: EX-101.INS  XBRL Instance -- spwra-20140330                      XML   3.25M 
10: EX-101.CAL  XBRL Calculations -- spwra-20140330_cal              XML    269K 
11: EX-101.DEF  XBRL Definitions -- spwra-20140330_def               XML    664K 
12: EX-101.LAB  XBRL Labels -- spwra-20140330_lab                    XML   2.13M 
13: EX-101.PRE  XBRL Presentations -- spwra-20140330_pre             XML   1.07M 
 9: EX-101.SCH  XBRL Schema -- spwra-20140330                        XSD    211K 
64: ZIP         XBRL Zipped Folder -- 0000867773-14-000027-xbrl      Zip    297K

‘EX-10.3’ — Amendment No. 3 to Joint Venture Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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ex10_3x03302014

Exhibit 10.3

EXECUTION VERSION

AMENDMENT NO. 3 TO JOINT VENTURE AGREEMENT

This AMENDMENT NO. 3 TO JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into as of March 2, 2014, by and among (i) SunPower Technology, Ltd., a company organized under the laws of the Cayman Islands (“SPTL”); (ii) AU Optronics Singapore Pte. Ltd., a company organized under the laws of Singapore (“AUO”); (iii) solely for purpose of Section 18 below, AU Optronics Corporation, a company organized under the laws of Taiwan, R.O.C. (“AUO Taiwan”); and (iv) AUO SunPower SDN.BHD. (formerly known as SunPower Malaysia Manufacturing SDN.BHD.), a company organized under the laws of Malaysia (the “JVC”). Capitalized terms used but not defined herein shall have the meanings given to them in the Initial Agreement (as defined below).

RECITALS

A. The parties hereto are parties to that certain Joint Venture Agreement dated as of May 27, 2010 (the “Initial Agreement”).

B. The parties hereto are parties to that certain Amendment No. 1 to Joint Venture Agreement, dated as of June 29, 2010 (the “First Amendment”).

C. The parties hereto are parties to that certain Amendment No. 2 to Joint Venture Agreement, dated as of July 5, 2010 (the “Second Amendment”).

D. The parties hereto desire to enter into this Amendment to memorialize their agreement with respect to the matters referred to herein.

AGREEMENT

NOW THEREFORE, in furtherance of the foregoing premises and in consideration of the mutual covenants and obligations hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, do agree as follows:

1.Each reference, whether direct or indirect, in the Initial Agreement to the Initial Agreement (including, without limitation, references to “this Agreement”) shall mean and be a reference to the Initial Agreement, as amended by the First Amendment, the Second Amendment and this Amendment.

2.Section 8.11 of the Initial Agreement is hereby deleted in its entirety and replaced with the following:

“8.11 Minutes. Minutes of each meeting of the Board shall be signed by the Chairman of the meeting, after review and approval by the Board. Minutes of the meeting of the Board shall be prepared in English, and kept at the JVC’s head office. Copies of the minutes shall be sent to each of the Directors as soon as practicable after each meeting of the Board.”

3.Each party hereto hereby represents to the other parties hereto that, to the extent applicable, (i) all action on the part of such representing party, its officers, directors, partners and securityholders necessary for the authorization, execution, delivery and performance of all obligations under this Amendment has been taken, (ii) this Amendment constitutes a valid and legally binding obligation of such representing party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws

SVI-82074v2

affecting creditors’ rights and remedies generally, and subject as to enforceability to general principles of equity, and (iii) the execution, delivery and performance of this Amendment will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of such representing party’s organizational documents, in each case as amended through the date hereof.

4.Except as expressly modified by the First Amendment, the Second Amendment and this Amendment, the Initial Agreement shall remain in full force and effect in accordance with its terms. To the extent that there are any inconsistencies or ambiguities between this Amendment and the Initial Agreement, the First Amendment, or the Second Amendment, the terms of this Amendment shall supersede the Initial Agreement, the First Amendment and the Second Amendment.

5.This Amendment shall not be modified, amended, canceled or altered in any way, and may not be modified by custom, usage of trade or course of dealing, except by an instrument in writing signed by all of the parties hereto. All amendments or modifications of this Amendment shall be binding upon the parties hereto despite any lack of consideration so long as the same shall be in writing and executed by the parties hereto.

6.This Amendment and all disputes arising out of or in connection with this Amendment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California, without regard to conflicts of laws principles. Any disputes incapable of being resolved by mutual agreement of the parties hereto shall be handled in accordance with Section 18.2 (Arbitration) of the Initial Agreement; provided, however, that the JVC may not take any action with respect to any such disputes or arbitration or settlement thereof without the written consent of both SPTL and AUO.

7.This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signatures follow]

SVI-82074v2

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 3 to Joint Venture Agreement to be executed by their respective duly authorized signatories as of the day and year first written above.



AU OPTRONICS SINGAPORE PTE. LTD. By: /s/ *Peng, Shuang-Lang* Name: Peng, Shuang-Lang Title: Managing Director	AU OPTRONICS CORPORATION By: /s/ *Lee, Kuen-Yao* Name: Lee, Kuen-Yao Title: Chairman

SUNPOWER TECHNOLOGY, LTD. By: /s/ *Marty T. Neese* Name: Marty T. Neese Title: COO	AUO SUNPOWER SDN.BHD. By: *Koay Hean Kim* Name: Koay Hean Kim Title: President

SVI-82074v2

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed as of:	4/30/14	8-K, S-8
Filed on:	4/29/14
For Period end:	3/30/14
	3/2/14
	7/5/10	8-K
	6/29/10
	5/27/10	8-K
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/21  SunPower Corp.                    10-K        1/03/21  154:23M

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Filing Submission 0000867773-14-000027 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sunpower Corp – ‘10-Q’ for 3/30/14 – ‘EX-10.3’

On: Tuesday, 4/29/14, at 9:46pm ET · As of: 4/30/14 · For: 3/30/14 · Accession #: 867773-14-27 · File #: 1-34166

Previous ‘10-Q’: ‘10-Q’ on 10/31/13 for 9/29/13 · Next: ‘10-Q’ on 7/31/14 for 6/29/14 · Latest: ‘10-Q’ on 12/18/23 for 10/1/23 · 1 Reference: By: SunPower Corp. – ‘10-K’ on 2/22/21 for 1/3/21

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.3’ — Amendment No. 3 to Joint Venture Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents