AMBARELLA INC
For the period ended Jan 31, 2024. Filed Mar 29, 2024.
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FY2024 · Filed Mar 29, 2024
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Exhibits
EXHIBITS INDEX
| ExhibitNumber | Description |
| 2.1(2) | Agreement and Plan of Merger, dated October 26, 2021, by and among Ambarella, Inc., Ohio Merger Sub, Inc., Oculii Corp. and Shareholder Representative Services LLC |
| 3.2(3) | Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of Ambarella, Inc. |
| 4.1(14) | Description of Share Capital of Ambarella, Inc. |
| 10.2.1(5)* | Amended and Restated 2012 Equity Incentive Plan |
| 10.2.2(3)* | Form of Stock Option Agreement under 2012 Equity Incentive Plan |
| 10.2.3(3)* | Form of Restricted Stock Agreement under 2012 Equity Incentive Plan |
| 10.2.4(3)* | Form of Restricted Stock Unit Agreement under 2012 Equity Incentive Plan |
| 10.2.5(5)* | Form of Performance-Based Restricted Stock Unit Agreement under 2012 Equity Incentive Plan |
| 10.1(1)* | Amended and Restated 2012 Employee Stock Purchase Plan |
| 10.1(6)* | Ambarella, Inc. 2021 Equity Incentive Plan |
| 4.1.2(7)* | Form of Stock Option Agreement under 2021 Equity Incentive Plan |
| 4.1.3(7)* | Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan |
| 4.1.1(8)* | Oculii Corp. 2017 Stock Option Plan |
| 4.1.2(8)* | Form of Stock Option Agreement under Oculii Corp. 2017 Stock Option Plan |
| 10.4(3)* | Form of Indemnification Agreement |
| 10.6.1(4)* | Form of Change of Control and Severance Agreement, entered into by Ambarella, Inc. with the Chief Executive Officer, Chief Financial Officer and Chief Technology Officer |
| 10.3(11)* | Form of Amended and Restated Change of Control and Severance Agreement, entered into by Ambarella, Inc. with executive officers other than the Chief Executive Officer, Chief Financial Officer and Chief Technology Officer |
| 10.8.1(9) | Sales Representative Agreement dated January 31, 2011 by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. |
| 10.8.2(9) | Amendment No. 1 to Sales Representative Agreement dated February 1, 2012 by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. |
| 10.8.3(10) | Amendment No. 2 to Sales Representative Agreement dated October 1, 2012 by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. |
| 10.2(1) | Amendment to the Sales Representative Agreement dated August 1, 2015 by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. |
| 10.1(12) | Amendment to the Sales Representative Agreement dated June 1, 2019 by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. |
| 10.2(15) | Amendment No. 6 to Sales Representative Agreement dated May 1, 2021 by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. |
| 10.1(18) | Amendment No. 7 to Sales Representative Agreement dated March 15, 2023 by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. |
| 10.1(13) | Standard Lease between Ambarella Corporation and The Realty Associates Fund XI Portfolio, L.P., dated as of August 8, 2019 |
| 10.1(16)* | Employment letter entered into by Ambarella Corp. with Brian White, dated March 18, 2022 |
| 10.2(16)* | Change of Control and Severance Agreement entered into by Ambarella Corp. with Brian White, dated March 28, 2022 |
| 10.1(19)* | Separation Agreement entered into by Ambarella Corp. with Brian White dated October 17, 2023 |
| 10.2(19)* | Employment letter entered into by Ambarella Corp. with John Young dated October 17, 2023 |
| 10.11(17)* | Description of Executive Bonus Plan for Fiscal Year 2024 |
| 21.1 | List of subsidiaries of Ambarella, Inc. |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm |
| 24.1 | Power of Attorney (included in signature page) |
| 31.1 | Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| 31.2 | Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
| 32.1± | Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 |
| 97.1 | Compensation Recovery Policy |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Schema Linkbase Document |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022, has been formatted in Inline XBRL and included in Exhibit 101 |
(1)
Incorporated by reference to the Form 10-Q filed on September 8, 2015.
(2)
Incorporated by reference to the Form 8-K filed on October 26, 2021.
(3)
Incorporated by reference to the Form S-1/A (No. 333-174838) filed on September 13, 2012.
(4)
Incorporated by reference to the Form S-1 (No. 333-174838) filed on June 10, 2011.
(5)
Incorporated by reference to the Form 10-K filed on March 30, 2017.
(6)
Incorporated by reference to the Form 8-K filed on June 23, 2021.
(7)
Incorporated by reference to the Form S-8 (No. 333-261244) filed on November 19, 2021.
(8)
Incorporated by reference to the Form S-8 (No. 333-261243) filed on November 19, 2021.
(9)
Incorporated by reference to the Form S-1/A (No. 333-174838) filed on September 26, 2012.
(10)
Incorporated by reference to the Form S-1/A (No. 333-174838) filed on October 5, 2012.
(11)
Incorporated by reference to the Form 10-Q filed on September 7, 2018.
(12)
Incorporated by reference to the Form 10-Q filed on September 6, 2019.
(13)
Incorporated by reference to the Form 10-Q filed on December 6, 2019.
(14)
Incorporated by reference to the Form 10-K filed on March 27, 2020.
(15)
Incorporated by reference to the Form 10-Q filed on September 8, 2021.
(16)
Incorporated by reference to the Form 10-Q filed on June 8, 2022.
(17)
Incorporated by reference to the Form 8-K filed on March 2, 2023.
(18)
Incorporated by reference to the Form 10-Q filed on June 6, 2023.
(19)
Incorporated by reference to the Form 10-Q filed on December 8, 2023.
- Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
± In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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