Estate of Ross H. Freeman, Deceased, Dennis Hersey, Executor - Page 6

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          representatives a direct financial interest in the success of the           
          corporation.                                                                
               On July 7, December 8, and December 31, 1989, incentive                
          stock options were granted to certain employees for $1.25, $2.25,           
          and $2.25 a share, respectively.  All such options were to vest             
          over 5 years.                                                               
          Public Offering                                                             
               The corporation had an initial public offering of stock in             
          June 1990, at a price of $10 per share.  The possibility of an              
          initial public offering was discussed at a meeting of the board             
          of directors of the corporation on August 24, 1989.                         
          Technology Sharing Agreement                                                
               On June 9, 1986, the corporation entered into a 3-year                 
          technology sharing agreement (the agreement) with Monolithic                
          Memories, Inc. (MMI).  Among other things, the agreement accorded           
          MMI rights in certain present and future technology of the                  
          corporation.  In April 1987, Advanced Micro Devices (AMD)                   
          acquired MMI and succeeded to MMI’s rights under the agreement.             
          In 1990, the agreement was terminated.                                      
          Respondent’s Expert                                                         
               Respondent presented as her expert witness Herbert T. Spiro            
          (Spiro), who was accepted by petitioner as an expert and whose              
          written report was received in evidence as his direct testimony.            
          Spiro reached the conclusion, supported by his report, that the             
          aggregate fair market value of the shares, as of October 22,                




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