Ray Bingham’s Excessive Compensation as Executive Chairman

Rodgers continued, “One of the Company’s Core Values is, ‘We do not tolerate waste.’ In direct violation of that principle, the Board continues to support the excessive and unnecessary compensation of Bingham as Executive Chairman, which I believe is a failure to act in the best interest of stockholders.”

Bingham is eligible to receive nearly $900,000 combined in yearly salary and bonus, more than double the aggregate yearly estimated combined cash compensation of the Company’s five outside directors. In addition, Bingham has received or will receive equity grants worth $4.5 million, more than four times the yearly estimated combined equity awards granted to the Company’s five outside directors. The Executive Chairman position was created as a temporary, short-term position to mentor the Company’s new CEO. At this point, Rodgers believes that the time spent on mentoring has been minimal, that position should be eliminated given its cost versus its benefit and that Bingham should receive normal directors’ compensation.

About the Director Nominees

J. Daniel McCranie is currently Chairman at ON Semiconductor Corp. and previously served as Non-Executive Chairman at Freescale Semiconductor, Inc. He has served on the Board of Directors at Mentor Graphics Corp. since 2012. He served on the Board of Directors of Cypress Semiconductor Corp. from 2005 through 2014. McCranie was previously employed as Executive Vice President-Sales & Applications by Cypress Semiconductor Corp., President & Chief Executive Officer by Virage Logic Corp., Vice President-Sales & Marketing by Cypress Semiconductor Corp., and Chairman, President & Chief Executive Officer by SEEQ Technology, Inc.

Camillo Martino has served as a member of the Board of Directors of MagnaChip Semiconductor Corp. since August 2016. Martino has served as a member of the Board of Directors of VVDN Technologies, a private company, since March 2016 and as Vice Chairman of the Board of Directors of SAI Technology, Inc., a private company and leading supplier of Secure Cloud Open Stack technology solutions for various vertical markets, since April 2015. Previously, he served as director and CEO of Silicon Image, Inc.; COO at SAI Technology Inc.; and President, CEO and Director of Cornice Inc. He also served as Executive Vice President and COO of DSP chipmaker Zoran Corporation. His career began at National Semiconductor Corporation, where he held multiple positions over a nearly 14-year tenure at the company.

About the Lawsuit

On January 19 2017, Rodgers served Cypress with a demand for books, records and stocklist materials (the “Section 220 Demand”) pursuant to 8 Del. C. § 220 (“Section 220”). The Section 220 Demand requested inspection of documents and information related to i) Bingham’s affiliation with Canyon Bridge, ii) the Company and/or Canyon Bridge’s potential acquisition of Lattice, (iii) the Board and management’s compliance with the Code of Business Conduct and Ethics, and (iv) the Company’s list of stockholders and information regarding the 2017 annual meeting. The purpose of the Section 220 Demand was primarily to investigate breaches of fiduciary duty by Bingham and the Board, identify what steps, if any, the Board has taken to remedy these breaches, and determine if, and what, additional steps need to be taken to protect the Company from harm associated with these breaches.

On January 26, 2017 – and in violation of Section 220 – Cypress refused to produce books and records in response to the Section 220 Demand. Faced with continued Cypress Board intransigence, Rodgers filed a lawsuit on January 27, 2017 to compel production of these materials. The case is captioned Rodgers v. Cypress Semiconductor Corp., C.A. No. 2017-0070, in the Court of Chancery of the State of Delaware.

Prior to initiating the lawsuit and nominating directors, Rodgers sent multiple letters to the Cypress Board in an effort to engage in a private conversation about resolving these issues in Cypress’s best interest. However, the Board ignored the letters, rejected the Section 220 Demand, and has taken no action to address the concerns Rodgers has raised.

Rodgers then tried to resolve these issues privately with the Cypress Board and reach a settlement that would avert the need to make his concerns public. After perfunctory interviews of the two nominees, however, the Cypress Board responded only with a hasty “settlement proposal” that failed to address the two main issues raised in the lawsuit directly, either with a proposed process for addressing those issues in the future or with a proposed structure that enable those issues to be addressed.

Rodgers concluded, “Cypress is a company that was built to last for the long term through a commitment on the part of every employee to ‘do what is right for Cypress,’ one of our Core Values. I believe the current Board has failed to honor that commitment. As a concerned stockholder and a believer in both the Core Values and the Cypress Code of Business Conduct and Ethics, I’ve nominated two highly qualified directors to put Cypress back on the right track.”

Additional Information and Where to Find It

T.J. Rodgers is the co-founder of the Company. Rodgers, J. Daniel McCranie and Camillo Martino are participants in the solicitation of proxies from stockholders in connection with the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company. Rodgers intends to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with his solicitation of proxies for the Annual Meeting. No decision has been made by the participants at this time as to any response by the participants to the Company’s consent solicitation relating to certain corporate governance changes.