Corporate Governance Guidelines

CORPORATE GOVERNANCE GUIDELINES  

(as amended October 14, 2013)

 

 These Corporate Governance Guidelines (these “Guidelines”) were adopted by the Board of Directors (the “Board”) of Tessera Technologies, Inc., a Delaware corporation (the “Company”), on July 17, 2003, and most recently amended on October 14, 2013.

The Board has adopted these Guidelines to assist the Board in the exercise of its responsibilities and to serve best the interests of the Company and its stockholders.  These Guidelines should be interpreted in the context of all applicable laws and the Company’s Certificate of Incorporation, Amended and Restated Bylaws (as amended, the "Bylaws") and other corporate governance documents, and in the event of a conflict between these Guidelines and the Company’s Certificate of Incorporation or Bylaws, then the Certificate of Incorporation or Bylaws shall govern. These Guidelines acknowledge the leadership exercised by the Board’s standing committees and their chairs and are intended to serve as a flexible framework within which the Board may conduct its business and not as a set of legally binding obligations.

These Guidelines shall be made available on the Company’s website at “www.tessera.com” and to any stockholder who otherwise requests a copy, and the Company’s Annual Report to Stockholders shall state the foregoing.