CUSIP No. 918270-10-9 13D Page 15 of 19 Pages EXHIBIT 3.2.2 UNION BANK OF SWITZERLAND To: Eddie Lee Intel Corporation 2200 Mission College Blvd. Santa Clara, California 95052 Fax#: 408-765-1611 c/o: UBS Securities Inc. 299 Park Avenue New York, NY 10171 USA Date: [Trade Date] Ref#: NYC0000010539 The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Master Agreement specified below. The definitions and provisions contained in the 1991 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. References herein to a "Transaction" shall be deemed to be references to a "Transaction" for the purposes of the 1991 ISDA Definitions. This Confirmation supplements, forms part of, and is subject to, the following Master Agreement as amended and supplemented from time to time: Dated as of: 15 April 1993 Between: Union Bank of Switzerland and: Intel Corporation All provisions contained or incorporated by reference in such Master Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation and the Master Agreement, this Confirmation will govern. The Agreement and each Confirmation thereunder will be governed by and construed in accordance with the laws of the State of New York without reference to choice of law doctrine. 1. CUSIP No. 918270-10-9 13D Page 16 of 19 Pages The terms of the Option Transaction to which this Confirmation relates are as follows: GENERAL TERMS Trade Date: ____________________ Option Style: European Option Type: Call Option Option Seller: Intel Corporation Option Buyer: Union Bank of Switzerland, London Branch Underlying Security: VLSI Technology Inc. Common Stock ("VLSI") Underlying Currency: US Dollars ("$") Quotation Exchange: The New York Stock Exchange, The American Stock Exchange and NASDAQ National Market System. Strike Price: ____________________ Number of Option Units: ____________________[Number of Shares/100] Multiplier: 100 Option Premium: ____________________ Premium Payment Date: ____________________, subject to adjustment in accordance with the Following Business Day convention. Exchange Business Day A day on which the Quotation Exchange is open for business and which the Underlying Securities are principally traded. Seller Business Day: Any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in New York and London. Calculation Agent: UBS jointly with Intel whose agreement to the calculations and determinations provided by UBS shall not be unreasonably withheld. 2. CUSIP No. 918270-10-9 13D Page 17 of 19 Pages PROCEDURE FOR EXERCISE Expiration Date: ____________________, or if that date is not an Exchange Business Day, the first following day that is an Exchange Business Day. Automatic Exercise: An Option shall be deemed automatically exercised on the Expiration Date if it is in-the-money. Valuation Price: The closing price of the Underlying Security on the Quotation Exchange on which the Underlying Securities are principally traded on the Expiration Date. MARKET DISRUPTION PROVISIONS Market Disruption Event: A Market Disruption Event is the suspension or material limitation of trading in the Underlying Security on the Quotation Exchange on which the Underlying Securities are principally traded, as determined by the Calculation Agent. In the event that a Market Disruption Event occurs or is continuing to occur on the Expiration Date, the Expiration Date shall be moved to the next Exchange Business Day on which there is no Market Disruption Event, provided however, that in no case shall the Expiration Date be moved more than five Exchange Business Days from the original Expiration Date. Should the Market Disruption Event continue for five consecutive Exchange Business Days following the original Expiration Date, the Valuation Price shall be determined by the Calculation Agent on such fifth Exchange Business Day based upon the last closing price on the Quotation Exchange and in consultation with the Option Buyer. The Expiration Date shall then become the fifth Exchange Business Day following the original Expiration Date. ADJUSTMENT EVENTS Adjustments: In the event of a stock split, dividend other than the ordinary, reorganization, merger or other corporate event involving the Company, the Strike Price shall be subject to adjustment as follows; During the life of this Option, if any adjustment is 3. CUSIP No. 918270-10-9 13D Page 18 of 19 Pages made by the Options Clearing Corporation or its successors ("OCC") in the terms of outstanding OCC-issued options ("OCC Options") on the Underlying Securities, a pro rata adjustment shall be made to the Strike Price and Number of Option Units of this Option as appropriate. No adjustment shall be made to the Strike Price and Number of Option Units to account for any event that does not result in an adjustment to the terms of outstanding OCC Options on such Shares. Without limiting the generality of the foregoing, no adjustment shall be made for any ordinary cash dividend; and If at any time during the life of this Option there shall be no outstanding OCC Options on the Company's common stock, and an event shall occur for which an adjustment might have been required under the OCC Adjustment Rules, interpretations and policies, the parties will then determine by applying, to the extent possible, the principles set forth in the OCC Adjustment Rules, whether to adjust the terms of the Option, and the nature of any such adjustment provided, however, that no adjustment of the Strike Price shall be required unless such adjustment would require an increase or decrease in such price of at least one U.S. cent. CASH SETTLEMENT TERMS Cash Settlement: Seller shall pay to the Buyer the Cash Settlement Amount, if any, on the Cash Settlement Payment Date for all Options exercised, or deemed exercised subject. Cash Settlement Amount: An amount, as calculated by the Calculation Agent on the Expiration Date being the greater of 0 and: Units x Multiplier x (VL - K) where: Units = Number of Option Units (as defined above) VL = Valuation Price (as defined above) K = Strike Price (as defined above) 4. CUSIP No. 918270-10-9 13D Page 19 of 19 Pages Cash Settlement Payment Date: Two Seller Business Days after the Expiration Date. Transfer: Neither party may transfer any option, in whole or in part, without the prior written consent of the non-transferring party. Bilateral Collateral Addendum: The obligations of the Option Seller under this Transaction shall be secured in accordance with the provisions of the Bilateral Collateral Addendum, dated April 15, 1993. Payments to Seller: Citibank, NY for account of Intel Corp. Acct. # 38385954 ABA # 021000089 Payments to Buyer: Chemical Bank, New York for the account of UBS A/C # ###-##-#### ABA # 021000128 Please confirm that the foregoing correctly sets forth the terms of the Transaction by executing the copy of this Confirmation enclosed for that purpose and returning it to the above address marked for the attention of G. Broehl, 29th Floor. Yours faithfully By: /s/ R. Goldstein R. Goldstein Senior Vice President By: /s/ L. Wood L. Wood Vice President By: /s/ Arvind Sodhani Title: Arvind Sodhani, Vice President and Treasurer Date: May 3, 1995 Intel Corporation 5.