CUSIP No. 918270-10-9 13D Page 15 of 21 Pages EXHIBIT 3.3.2 IN ORDER TO FACILITATE THE PROMPT ACKNOWLEDGMENT OF THE TRANSACTION WE WOULD BE GRATEFUL IF YOU COULD CONFIRM THAT THE CONFIRMATION CORRECTLY SETS FORTH THE TERMS THEREOF BY SIGNING THIS PAGE AND RETURNING IT TO SWISS BANK CORPORATION, CHICAGO TO THE ATTENTION OF JENNY MAKOWIEC. EQUITY OPTION AGREEMENT ACKNOWLEDGMENT TO: SWISS BANK CORPORATION, LONDON FAX NO: (44) 71 711 2685 OR 2990 ATTN: CONFIRMATION CONTROL COLIN PARRY FROM: INTEL CORPORATION SUBJECT: *AMENDED* EQUITY PUT OPTION REF NO. [OMITTED]/EQUITY CALL OPTION REF NO. [OMITTED] WE ACKNOWLEDGE RECEIPT OF YOUR COMMUNICATION DATED _____ WITH RESPECT TO THE ABOVE REFERENCED TRANSACTIONS BETWEEN SWISS BANK CORPORATION, LONDON BRANCH AND INTEL CORPORATION WITH A TRADE DATE OF _____ AND AN EXPIRATION DATE OF _____ AND CONFIRM THAT SUCH COMMUNICATION CORRECTLY SETS FORTH THE TERMS OF OUR AGREEMENT RELATING TO THE TRANSACTIONS DESCRIBED THEREIN. WE CONFIRM THAT NO FURTHER DOCUMENTS WILL BE REQUIRED IN RESPECT OF THIS TRANSACTION. SIGNED FOR AND ON BEHALF OF INTEL CORPORATION /s/ ARVIND SODHANI ------------------------------------- ---------------------------------- NAME: Arvind Sodhani NAME: TITLE: Vice President and Treasurer TITLE: DATED: May 23, 1995 CUSIP NO. 918270-10-9 13D Page 16 of 21 Pages [SWISS BANK CORPORATION LETTERHEAD] [DATE] INTEL CORPORATION ("PARTY B") 2200 MISSION COLLEGE BOULEVARD MAIL STOP RN6-26 SANTA CLARA, CA 95052-8119 ATTN: NOEL LAZO, ASSISTANT TREASURER RE: PUT OPTION REF NO: [OMITTED]/CALL OPTION REF NO: [OMITTED] FROM: SWISS BANK CORPORATION, LONDON BRANCH ("PARTY A") DEAR SIRS, THE PURPOSE OF THIS COMMUNICATION IS TO CONFIRM THE TERMS AND CONDITIONS OF THE TRANSACTIONS ENTERED INTO BETWEEN US ON THE TRADE DATE SPECIFIED BELOW (THE "TRANSACTION"). THIS CONFIRMATION CONSTITUTES A "CONFIRMATION" AS REFERRED TO IN THE ISDA INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT SPECIFIED BELOW. THE DEFINITIONS AND PROVISIONS CONTAINED IN THE 1991 ISDA DEFINITIONS (AS PUBLISHED BY THE INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. (FORMERLY KNOWN AS THE INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.) ("ISDA")) ARE INCORPORATED INTO THIS CONFIRMATION. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THOSE DEFINITIONS AND PROVISIONS AND THIS CONFIRMATION, THIS CONFIRMATION WILL GOVERN. THIS CONFIRMATION SUPPLEMENTS, FORMS PART OF, AND IS SUBJECT TO, THE ISDA INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT DATED AS OF 8 FEBRUARY 1993 AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME (THE "AGREEMENT"), BETWEEN PARTY A AND PARTY B. ALL PROVISIONS CONTAINED IN THE AGREEMENT GOVERN THIS CONFIRMATION EXCEPT AS EXPRESSLY MODIFIED BELOW. THE TERMS OF THE TRANSACTIONS TO WHICH THIS CONFIRMATION RELATES ARE AS FOLLOWS: TRADE DATE: __________ PUT OPTION OPTION STYLE: EUROPEAN OPTION OPTION TYPE: PUT SELLER: PARTY A BUYER: PARTY B SHARES: VLSI TECHNOLOGY, INC. NUMBER OF OPTIONS: _____[Number of Shares] SHARE ENTITLEMENT: 1 SHARE PER OPTION CUSIP NO. 918270-10-9 13D Page 17 of 21 Pages STRIKE PRICE PER SHARE: USD _____ PREMIUM: USD __________, NETTED AGAINST PREMIUM PAYABLE BY BUYER OF THE CALL OPTION. PREMIUM PAYMENT DATE: FIVE CURRENCY BUSINESS DAYS AFTER THE TRADE DATE, OR, IF THAT DATE IS NOT A CURRENCY BUSINESS DAY, THE FIRST FOLLOWING DAY THAT IS A CURRENCY BUSINESS DAY. CALL OPTION OPTION STYLE: EUROPEAN OPTION OPTION TYPE: CALL SELLER: PARTY B BUYER: PARTY A SHARES: VLSI OF VLSI TECHNOLOGY, INC. NUMBER OF OPTIONS: _____[Number of Shares] SHARE ENTITLEMENT: 1 SHARE PER OPTION STRIKE PRICE PER SHARE: USD _____ PREMIUM: USD __________, NETTED AGAINST PREMIUM PAYABLE BY BUYER OF PUT OPTION. PREMIUM PAYMENT DATE: FIVE CURRENCY BUSINESS DAYS AFTER THE TRADE DATE, OR, IF THAT DATE IS OT A CURRENCY BUSINESS DAY, THE FIRST FOLLOWING DAY THAT IS A CURRENCY BUSINESS DAY. THE REMAINING PROVISIONS OF THIS CONFIRMATION ARE APPLICABLE TO BOTH THE CALL OPTION AND THE PUT OPTION. SELLER BUSINESS DAY: ANY DAY ON WHICH COMMERCIAL BANKS ARE OPEN FOR BUSINESS (INCLUDING DEALINGS IN FOREIGN EXCHANGE AND FOREIGN CURRENCY DEPOSITS) IN LONDON & SANTA CLARA. CURRENCY BUSINESS DAY: ANY DAY ON WHICH COMMERCIAL BANKS ARE OPEN FOR BUSINESS (INCLUDING DEALINGS IN FOREIGN EXCHANGE AND FOREIGN CURRENCY DEPOSITS) IN THE PRINCIPAL FINANCIAL CENTRE FOR THE RELEVANT CURRENCY. EXCHANGE: NEW YORK STOCK EXCHANGE, AMERICAN STOCK EXCHANGE & NASDAQ NATIONAL MARKET SYSTEM EXCHANGE BUSINESS DAY: A DAY THAT IS A SELLER BUSINESS DAY AND IS A TRADING DAY ON THE EXCHANGE OTHER THAN A DAY CUSIP NO. 918270-10-9 13D Page 18 of 21 Pages ON WHICH TRADING ON THE EXCHANGE IS SCHEDULED TO CLOSE PRIOR TO ITS REGULAR WEEKDAY CLOSING TIME. CALCULATION AGENT: SWISS BANK CORPORATION, LONDON WHOSE DETERMINATIONS AND CALCULATIONS SHALL BE BINDING IN THE ABSENCE OF MANIFEST ERROR. PROCEDURE FOR EXERCISE: EXERCISE PERIOD: THE EXPIRATION DATE. EXPIRATION DATE: __________ OR, IF THAT DATE IS NOT AN EXCHANGE BUSINESS DAY, THE FIRST FOLLOWING DAY THAT IS AN EXCHANGE BUSINESS DAY. EXPIRATION TIME: 4:00 PM NEW YORK TIME ON THE EXPIRATION DATE. SWISS BANK CORPORATION'S CONTACT DETAILS: DEALERS: TEL: 071 711 3500 FAX: 071 711 3526 ATTN: KEVIN DONLEVY OPERATIONS: TEL: 071 711 3135 FAX: 071 711 2634 ATTN: MARTIN PERKINS ISDA NEGOTIATION: TEL: 071 711 4519 ATTN: HENRY TRANT EXERCISE DATE FOR AN OPTION: THE SELLER BUSINESS DAY DURING THE EXERCISE PERIOD ON WHICH THAT OPTION IS OR IS DEEMED TO BE EXERCISED. VALUATION VALUATION TIME: 4:00 PM NEW YORK TIME ON THE EXPIRATION DATE VALUATION DATE: THE EXERCISE DATE, UNLESS THERE IS A MARKET DISRUPTION EVENT ON THE DAY. IF THERE IS A MARKET DISRUPTION EVENT ON THAT DAY, THEN THE VALUATION DATE SHALL BE THE FIRST SUCCEEDING EXCHANGE BUSINESS DAY ON WHICH THERE IS NO MARKET DISRUPTION EVENT, UNLESS THERE IS A MARKET DISRUPTION EVENT ON EACH OF THE FIVE EXCHANGE BUSINESS DAYS IMMEDIATELY FOLLOWING THE ORIGINAL DATE THAT, BUT FOR THE MARKET DISRUPTION EVENT, WOULD HAVE BEEN THE VALUATION DATE. IN THAT CASE, (I) THAT FIFTH EXCHANGE BUSINESS DAY SHALL BE DEEMED TO BE THE VALUATION DATE, NOTWITHSTANDING THE MARKET DISRUPTION EVENT, AND (II) THE CALCULATION AGENT SHALL DETERMINE CUSIP NO. 918270-10-9 13D Page 19 of 21 Pages THE REFERENCE PRICE AS OF THE VALUATION TIME ON THAT FIFTH EXCHANGE BUSINESS DAY. MARKET DISRUPTION EVENT: THE OCCURRENCE OR EXISTENCE ON ANY EXCHANGE BUSINESS DAY DURING THE ONE-HALF HOUR PERIOD THAT ENDS AT THE VALUATION TIME OF ANY SUSPENSION OF OR LIMITATION IMPOSED ON TRADING (BY REASON OF MOVEMENTS IN PRICE EXCEEDING LIMITS PERMITTED BY THE RELEVANT EXCHANGE OR OTHERWISE) ON (I) THE EXCHANGE IN SHARES OR (II) THE CHICAGO BOARD OPTIONS EXCHANGE IN OPTION CONTRACTS ON THE SHARES OR (III) THE CHICAGO MERCANTILE EXCHANGE IN FUTURES CONTRACTS ON THE SHARES IF, IN THE DETERMINATION OF THE CALCULATION AGENT, SUCH SUSPENSION OR LIMITATION IS MATERIAL. THE CALCULATION AGENT SHALL AS SOON AS REASONABLY PRACTICABLE (AND IN NO EVENT LATER THAN THE NEXT EXCHANGE BUSINESS DAY) NOTIFY THE OTHER PARTY OF THE EXISTENCE OR OCCURRENCE OF A MARKET DISRUPTION EVENT ON ANY DAY THAT BUT FOR THE OCCURRENCE OR EXISTENCE OF A MARKET DISRUPTION EVENT WOULD HAVE BEEN A VALUATION DATE. REFERENCE PRICE: AVERAGE OF THE BEST BID AND ASK PRICES OF A SHARE ON THE EXCHANGE AS PUBLISHED BY REUTERS AT 4:00 PM NEW YORK TIME. AUTOMATIC EXERCISE: AN OPTION WILL BE DEEMED TO BE AUTOMATICALLY EXERCISED AT THE EXPIRATION TIME ON THE EXPIRATION DATE. SETTLEMENT TERMS: CASH SETTLEMENT TERMS: CASH SETTLEMENT: APPLICABLE CASH SETTLEMENT AMOUNT: ON THE SETTLEMENT DATE, THE FOLLOWING PAYMENT SHALL BE MADE: (A) IF THE REFERENCE PRICE IS LESS THAN [PUT STRIKE PRICE], PARTY A, AS THE SELLER OF THE PUT OPTION, SHALL PAY TO PARTY B, AS THE BUYER OF THE PUT OPTION, AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE NUMBER OF OPTIONS TIMES (II) THE SHARE ENTITLEMENT TIMES (III) THE AMOUNT, IF ANY, BY WHICH THE REFERENCE PRICE IS LESS THAN [PUT STRIKE PRICE]. (B) IF THE REFERENCE PRICE IS GREATER THAN [CALL STRIKE PRICE], PARTY B, AS THE SELLER OF THE CALL OPTION, SHALL PAY TO PARTY A, AS THE BUYER OF THE CALL CUSIP NO. 918270-10-9 13D Page 20 of 21 Pages OPTION, AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE NUMBER OF OPTIONS TIMES (II) THE SHARE ENTITLEMENT TIMES (III) THE AMOUNT, IF ANY, BY WHICH THE REFERENCE PRICE IS GREATER THAN [CALL STRIKE PRICE]. CASH SETTLEMENT PAYMENT DATE: FIVE CURRENCY BUSINESS DAYS (EACH OF WHICH IS A SELLER BUSINESS DAY) AFTER THE VALUATION DATE. ADJUSTMENT EVENTS: ADJUSTMENTS: DURING THE LIFE OF THE TRANSACTION, IF ANY ADJUSTMENT IS MADE BY THE OPTIONS CLEARING CORPORATION OR ITS SUCCESSORS (THE "OCC") IN THE TERMS OF OUTSTANDING OCC-ISSUED OPTIONS ("OCC OPTIONS") ON THE UNDERLYING PROPERTY WHICH IS THE SUBJECT OF THE TRANSACTION, AN EQUIVALENT ADJUSTMENT SHALL BE MADE IN THE TERMS OF THE TRANSACTION. EXCEPT AS PROVIDED IN THE FOLLOWING PARAGRAPH, NO ADJUSTMENT SHALL BE MADE IN THE TERMS OF THE TRANSACTION FOR ANY EVENT THAT DOES NOT RESULT IN AN ADJUSTMENT TO THE TERMS OF OUTSTANDING OCC OPTIONS ON THE UNDERLYING PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO ADJUSTMENT SHALL BE MADE IN THE TERMS OF THE TRANSACTION FOR ORDINARY CASH DIVIDENDS ON THE UNDERLYING PROPERTY. IF AT ANY TIME DURING THE LIFE OF THE TRANSACTION THERE SHALL BE NO OUTSTANDING OCC OPTIONS ON THE UNDERLYING PROPERTY, AND AN EVENT SHALL OCCUR FOR WHICH AN ADJUSTMENT MIGHT OTHERWISE BE MADE UNDER THE BY-LAWS, RULES, AND STATED POLICIES OF THE OCC APPLICABLE TO THE ADJUSTMENT OF OCC OPTIONS (THE "OCC ADJUSTMENT RULES"). THE PARTIES SHALL USE THEIR BEST EFFORTS, APPLYING THE PRINCIPLES SET FORTH IN THE OCC ADJUSTMENT RULES, TO JOINTLY DETERMINE WHETHER TO ADJUST THE TERMS OF THE TRANSACTION AND THE NATURE OF ANY SUCH ADJUSTMENT. ACCOUNT DETAILS: PAYMENTS TO SWISS BANK CORPORATION, LONDON: [OMITTED] PAYMENTS TO INTEL CORPORATION: [OMITTED] CUSIP NO. 918270-10-9 13D Page 21 of 21 Pages THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK. YOURS FAITHFULLY, /s/ NAZIR BADAT /s/PETER FAVELL --------------------------------- ---------------------------------- NAZIR BADAT PETER FAVELL CAPITAL MARKETS AND CAPITAL MARKETS AND TREASURY OPERATIONS TREASURY OPERATIONS SWISS BANK CORPORATION, LONDON BRANCH PLEASE USE OUR REFERENCE ON ALL CORRESPONDENCE DOCUMENT NO: [OMITTED] PB