sc13da306297077_03232010.htm

0000921895-10-000403.txt : 20100326 0000921895-10-000403.hdr.sgml : 20100326 20100325203756 ACCESSION NUMBER: 0000921895-10-000403 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100325 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROTUNE INC CENTRAL INDEX KEY: 0001108058 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 752883117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59981 FILM NUMBER: 10706011 BUSINESS ADDRESS: STREET 1: 2201 TENTH STREET CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: (972) 673-1600 MAIL ADDRESS: STREET 1: 2201 TENTH STREET CITY: PLANO STATE: TX ZIP: 75074 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13D/A 1 sc13da306297077_03232010.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da306297077_03232010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Microtune, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

59514P109

(CUSIP Number)

MARK MITCHELL

RAMIUS LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

(212) 845-7988

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 23, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,616,502
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,616,502
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,616,502
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 690,512
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 690,512
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,512
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RAMIUS NAVIGATION MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,162,791
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,162,791
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,162,791
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RCG PB, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,642,986
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,642,986
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,642,986
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,333,498
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,333,498
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,333,498
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,616,502
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,616,502
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,616,502
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,950,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,950,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,950,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,950,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,950,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,950,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,950,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,950,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,950,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,950,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,950,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON JOHN BUCKETT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,0001
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%1
14	TYPE OF REPORTING PERSON IN

_______________

1 See Item 5.

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON RAGHU RAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,300
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,300
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,3001
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%1
14	TYPE OF REPORTING PERSON IN

_______________

1 See Item 5.

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON JOHN HAMM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,600
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,600
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,6001
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%1
14	TYPE OF REPORTING PERSON IN

_______________

1 See Item 5.

CUSIP NO. 59514P109

1	NAME OF REPORTING PERSON MARK R. MITCHELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%1
14	TYPE OF REPORTING PERSON IN

_______________

1 See Item 5.

CUSIP NO. 59514P109

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

In connection with the Settlement Agreement described and defined in Item 4, John Buckett, John Hamm and Mark R. Mitchell, director nominees of Value and Opportunity Master Fund, are no longer members of the Section 13(d) group and will cease to be Reporting Persons immediately after the filing of this statement. In addition, Raghu Rau, director nominee of Value and Opportunity Master Fund, was appointed to the Board of Directors of the Issuer (the “Board”). Accordingly, Mr. Rau is no longer a member of the Section 13(d) group and will cease to be a Reporting Person immediately after the filing of this statement. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer, to the extent req uired by applicable law.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase cost of the 4,950,000 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Navigation Master Fund, RCG PB and Enterprise Master Fund is approximately $ 9,898,000, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

On December 23, 2009, Value and Opportunity Master Fund delivered a letter to the Issuer (the “Nomination Letter”), nominating individuals for election as directors at the 2010 annual meeting of stockholders of the Issuer (the “2010 Annual Meeting”). On March 23, 2010, the Ramius Group (as defined in the Settlement Agreement) and the Issuer entered into a Settlement Agreement. Pursuant to the terms of the Settlement Agreement the Issuer agreed to nominate Raghu Rau, a Value and Opportunity Master Fund nominee, Robert Rast and Drew Peck to be elected as members of the Board at the 2010 Annual Meeting.

The Issuer agreed that, as long as the Ramius Group beneficially owns at least 4% of the outstanding Shares, if Mr. Rau refused to serve or stand for election at the 2010 Annual Meeting, resigned as a director or was removed as a director, the Ramius Group would have the ability to designate a substitute “independent” nominee to replace Mr. Rau, subject to the approval of the Issuer’s Nominating and Corporate Governance Committee (the “Nominating Committee”) in good faith after exercising its fiduciary duties, which approval would not be unreasonably withheld. In the event the Nominating Committee does not accept such substitute director(s) recommended by the Ramius Group, the Ramius Group will have the right to recommend additional substitute director(s) for consideration by the Nominating Com mittee. Any substitute director approved by the Nominating Committee will be appointed to the Board no later than five (5) business days after such approval.

CUSIP NO. 59514P109

In addition, the Issuer agreed that, as long as the Ramius Group beneficially owns at least 4% of the outstanding Shares, if Mr. Rast refused to serve or stand for election at the 2010 Annual Meeting, resigned as a director or was removed as a director, the Issuer will have the ability to designate a substitute “independent” nominee to replace Mr. Rast, subject to the approval of the Ramius Group acting in good faith, which approval shall not be unreasonably withheld. Such replacement nominee will be appointed to the Board no later than five (5) business days after approval by the Nominating Committee. The Ramius Group will have the option to propose a substitute “independent” nominee for consideration by the Nominating Committee to replace Mr. Rast for election at the 2011 annual meeting of stockholders of the Issuer (the “2011 Annual Meeting”).

The Issuer further agreed that, as long as the Ramius Group beneficially owns at least 4% of the outstanding Shares, if Mr. Peck refused to serve or stand for election at the 2010 Annual Meeting, resigned as a director or was removed as a director, the Nominating Committee will appoint a substitute “independent” nominee mutually acceptable to the Issuer and the Ramius Group. In the event the Issuer and the Ramius Group are unable to identify a mutually acceptable candidate to replace Mr. Peck, then a vacancy will remain on the Board until the election of directors at the 2011 Annual Meeting. Such mutually acceptable nominee will be appointed to the Board no later than five (5) business days after approval by the Nominating Committee.

The Issuer agreed to permit Messrs. Rau, Rast and Peck to participate in Board meetings as observers to the Board subject to certain confidentiality and fiduciary obligations and to provide Messrs. Rau, Rast and Peck with copies of all notices and written information furnished to the full Board in connection with any such meetings at substantially the same time they are furnished to the Board, unless doing so would adversely affect the attorney-client privilege between the Issuer and its counsel.

The Issuer further agreed to (i) hold the 2010 Annual Meeting no later than May 20, 2010, (ii) nominate no more than nine (9) members for election to the Board at the 2010 Annual Meeting, inclusive of Messrs, Rau, Rast and Peck, (iii) nominate no more than nine (9) members for election to the Board at the 2011 Annual Meeting, (iv) not increase the size of the Board to more than nine (9) members prior to the conclusion of the 2011 Annual Meeting, (v) provide the Ramius Group with a list of up to nine (9) nominees that the Nominating Committee intends to nominate for election at the 2011 Annual Meeting no later than December 1, 2010 and provide the Ramius Group with written notice no later than two (2) business days following any change relating to such nominees for election at the 2011 Annual Meeting and (vi) seek stockholder approval for any amendment of its Rights Agreement, dated March 4, 2002, that reduces the beneficial ownership threshold for an “Acquiring Person” to below 15%.

The Ramius Group agreed to (i) withdraw the Nomination Letter, (ii) not solicit any proxies or consents for the election or removal of directors, (iii) not acquire beneficial ownership in excess of 14.99% of the then outstanding Shares, (iv) not form, join or participate in a Section 13(d) group, (v) not enter into voting trusts or agreements, (vi) not make any public statement critical of the Issuer, its directors or management until the completion of the 2011 Annual Meeting, unless the Ramius Group nominates a director for election at the 2011 Annual Meeting and in that case only on or after the 30th day prior to the applicable nomination deadline, (vii) not control or seek to control the Board, other than through non public communications with the office rs and directors of the Issuer, (viii) not encourage “contested solicitation” for the election or removal of directors, (ix) not make proposals for consideration at any stockholder meeting or with respect to a business combination involving Ramius and the Issuer, (xi) not call a special meeting of the stockholders, (xii) not request to amend, waive or terminate the Settlement Agreement.

Notwithstanding the above restrictions, the Ramius Group may nominate one director for election at the 2011 Annual Meeting, solicit proxies for the election of such nominee and take any other action to further the election of such nominee. In the event that (i) The Ramius Group has not proposed a director to replace Mr. Rast for election at the 2011 Annual Meeting or the Issuer has not consented to nominate any such proposed nominee, (ii) the Issuer does not nominate Mr. Rau for election at the 2011 Annual Meeting or (iii) the Issuer does not nominate Mr. Peck for election at the 2011 Annual Meeting or a vacancy exists on the Board, the Ramius Group may nominate one additional “independent” director for election at the 2011 Annual Meeting.

CUSIP NO. 59514P109

The Ramius Group has further agreed to vote all Shares beneficially owned by it in favor of the election to the Issuer’s slate of nominees at the 2010 Annual Meeting and 2011 Annual Meeting, except that in the event the Ramius Group nominates a director for election at the 2011 Annual Meeting, the Ramius Group will vote all Shares beneficially owned by it only for the Issuer’s nominees who are not in opposition to the Ramius nominee(s).

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as exhibit 99.2 hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 53,970,086 Shares outstanding as of February 5, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 16, 2010.

A.	Value and Opportunity Master Fund

(a)

As of the close of business on March 24, 2010, Value and Opportunity Master Fund beneficially owned 2,616,502 Shares.

Percentage: Approximately 4.8%

(b)

1. Sole power to vote or direct vote: 2,616,502

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,616,502

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

B.	Navigation Master Fund

(a)

As of the close of business on March 24, 2010, Navigation Master Fund beneficially owned 1,162,791 Shares.

Percentage: Approximately 2.2%

(b)

1. Sole power to vote or direct vote: 1,162,791

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,162,791

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 59514P109

(c)

Navigation Master Fund did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

C.	Enterprise Master Fund

(a)

As of the close of business on March 24, 2010, Enterprise Master Fund beneficially owned 690,512 Shares.

Percentage: Approximately 1.3%

(b)

1. Sole power to vote or direct vote: 690,512

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 690,512

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Enterprise Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.

RCG PB

(a)

As of the close of business on March 24, 2010, RCG PB directly owned 480,195 Shares. RCG PB, as the sole shareholder of Navigation Master Fund, may be deemed the beneficial owner of the 1,162,791 Shares owned by Navigation Master Fund.

Percentage: Approximately 3.0%

(b)

1. Sole power to vote or direct vote: 1,642,986

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,642,986

4. Shared power to dispose or direct the disposition: 0

(c)

RCG PB did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

E.	RCG Starboard Advisors

(a)

RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 2,616,502 Shares owned by Value and Opportunity Master Fund.

Percentage: Approximately 4.8%

(b)

1. Sole power to vote or direct vote: 2,616,502

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,616,502

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Value and Opportunity Master Fund are set forth on Schedule A and incorporated by reference.

CUSIP NO. 59514P109

F.	Ramius Advisors

(a)

Ramius Advisors, as the investment advisor of each of Enterprise Master Fund, Navigation Master Fund and RCG PB, may be deemed the beneficial owner of the (i) 690,512 Shares owned by Enterprise Master Fund (ii) 1,162,791 Shares owned by Navigation Master Fund and (iii) 480,195 Shares owned directly by RCG PB.

Percentage: Approximately 4.3%

(b)

1. Sole power to vote or direct vote: 2,333,498

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,333,498

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

Ramius

(a)

Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Approximately 9.2%

(b)

1. Sole power to vote or direct vote: 4,950,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,950,000

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

Cowen

(a)

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Approximately 9.2%

(b)

1. Sole power to vote or direct vote: 4,950,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,950,000

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 59514P109

(c)

Cowen did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

I.	RCG Holdings

(a)

RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Approximately 9.2%

(b)

1. Sole power to vote or direct vote: 4,950,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,950,000

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Holdings did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

C4S

(a)

C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Approximately 9.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,950,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,950,000

(c)

C4S did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

K.	Messrs. Cohen, Stark, Strauss and Solomon

(a)

Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Approximately 9.2%

CUSIP NO. 59514P109

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,950,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,950,000

(c)

None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

L.	Mr. Buckett

(a)

As of the close of business on March 24, 2010, Mr. Buckett directly owned 3,000 Shares. Mr. Buckett, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 3,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,000

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Buckett did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

Mr. Rau

(a)

As of the close of business on March 24, 2010, Mr. Rau directly owned 3,300 Shares. Mr. Rau, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, is deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 3,300

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,300

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 59514P109

(c)

Mr. Rau did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

N.	Mr. Mitchell

(a)

As of the close of business on March 24, 2010, Mr. Mitchell did not directly own any Shares. Mr. Mitchell, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, is deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: 0%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Mitchell did not enter into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

Mr. Hamm

(a)

As of the close of business on March 24, 2010, Mr. Hamm directly owned 2,600 Shares. Mr. Hamm, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, is deemed the beneficial owner of the (i) 2,616,502 Shares owned by Value and Opportunity Master Fund, (ii) 1,162,791 Shares owned by Navigation Master Fund, (iii) 690,512 Shares owned by Enterprise Master Fund and (iv) 480,195 Shares owned directly by RCG PB.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 2,600

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,600

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Hamm since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated by reference. The transactions in the Shares on behalf of Enterprise Master Fund and Value and Opportunity Master Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and incorporated by reference.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.

CUSIP NO. 59514P109

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On March 25, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Joint Filing and Solicitation Agreement, dated March 25, 2010, by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, RCG PB, Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon.

99.2

Settlement Agreement by and among Ramius Value and Opportunity Master Fund Ltd, RCG PB, Ltd, Ramius Navigation Master Fund Ltd, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Mark R. Mitchell and Microtune, Inc., dated March 23, 2010.

CUSIP NO. 59514P109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG PB, LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.


By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, John Buckett, Raghu Rau and John Hamm

/s/ Mark R. Mitchell

MARK R. MITCHELL

CUSIP NO. 59514P109

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

11,119	2.1991	2/5/2010
48,357	2.1986	2/5/2010
902	2.2214	2/8/2010
34,276	2.2109	2/8/2010
10,732	2.2876	2/9/2010
8,939	2.2799	2/9/2010
8,181	2.2869	2/10/2010
10,054	2.2763	2/10/2010
164	2.2900	2/11/2010
1,230	2.2879	2/11/2010
10,034	2.3841	2/12/2010
54,469	2.3516	2/12/2010
1,722	2.3900	2/16/2010
2,799	2.3900	2/16/2010
328	2.3700	2/17/2010
15,651	2.3751	2/17/2010
7,727	2.3818	2/18/2010
12,773	2.3767	2/18/2010
814	2.3633	2/19/2010
17,281	2.3769	2/19/2010
22,905	2.3714	2/22/2010
1,148	2.3640	2/23/2010
17,784	2.3591	2/23/2010
328	2.3700	2/24/2010
21,716	2.3675	2/24/2010
18,696	2.3474	2/25/2010
410	2.3470	2/26/2010
11,340	2.3630	2/26/2010
246	2.3850	3/1/2010
10,332	2.3801	3/1/2010

CUSIP NO. 59514P109

RAMIUS ENTERPRISE MASTER FUND LTD

2,441	2.1991	2/5/2010
10,615	2.1986	2/5/2010
198	2.2214	2/8/2010
7,524	2.2109	2/8/2010
2,356	2.2876	2/9/2010
1,962	2.2799	2/9/2010
1,796	2.2869	2/10/2010
2,207	2.2763	2/10/2010
36	2.2900	2/11/2010
270	2.2879	2/11/2010
2,202	2.3841	2/12/2010
11,957	2.3516	2/12/2010
378	2.3900	2/16/2010
614	2.3900	2/16/2010
72	2.3700	2/17/2010
3,436	2.3751	2/17/2010
1,696	2.3818	2/18/2010
2,804	2.3767	2/18/2010
179	2.3633	2/19/2010
3,793	2.3769	2/19/2010
5,028	2.3714	2/22/2010
252	2.3640	2/23/2010
3,904	2.3591	2/23/2010
72	2.3700	2/24/2010
4,767	2.3675	2/24/2010
4,104	2.3474	2/25/2010
90	2.3470	2/26/2010
2,489	2.3630	2/26/2010
54	2.3850	3/1/2010
2,268	2.3801	3/1/2010

JOHN HAMM

2,600

2.3000

2/10/2010

EX-99.1 2 ex991to13da306297077_032310.htm JOINT FILING AGREEMENT ex991to13da306297077_032310.htm

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Microtune, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: March 25, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG PB, LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.


By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

EX-99.2 3 ex992to13da306297077_032310.htm SETTLEMENT AGREEMENT ex992to13da306297077_032310.htm

Exhibit 99.2

AGREEMENT

THIS AGREEMENT (“Agreement”), dated as of March 23, 2010, is made by and between Microtune, Inc., a Delaware corporation (“Microtune” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their Affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).

WHEREAS, the Ramius Group duly submitted a nomination letter to the Company on December 23, 2009 (the “Nomination Letter”) nominating four (4) individuals as director candidates for election to the Company’s Board of Directors (the “Board”) at the 2010 annual meeting of stockholders of the Company (the “2010 Annual Meeting”); and

WHEREAS, the Ramius Group beneficially owns shares of common stock of Microtune (the “Common Stock”) totaling, in the aggregate, 4,950,000 shares, or approximately 9.2% of the Common Stock issued and outstanding on the date hereof; and

WHEREAS, Microtune and the Ramius Group have agreed that it is in their mutual interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the Parties mutually agree as follows:

1. Representations and Warranties of the Ramius Group. The Ramius Group represents and warrants to Microtune that (a) this Agreement has been duly authorized, executed and delivered by the Ramius Group, and is a valid and binding obligation of the Ramius Group, enforceable against the Ramius Group in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of each of the trans actions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of (i) any law, rule, regulation, order, judgment or decree applicable to the Ramius Group, or (ii) the organizational documents of the Ramius Group as currently in effect; and (c) as of the date of this Agreement, the Ramius Group may be deemed to beneficially own in the aggregate 4,950,000 shares of Common Stock.

2. Representations and Warranties of Microtune. Microtune hereby represents and warrants to the Ramius Group that (a) this Agreement has been duly authorized, executed and delivered by Microtune, and is a valid and binding obligation of Microtune, enforceable against Microtune in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of each of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not (1) conflict with, result in a breach or violation of, constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, result in the loss of a material benefit or give any right of termination, amendment, acceleration or cancellation under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of Microtune or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, Microtune’s Restated Certificate of Incorporation (the “Restated Certificate”), Microtune’s Amended and Restated Bylaws (the “Bylaws”), or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which Microtune is a party or bound or to which its property or assets is subject or (2) trigger any “change of control” provisions in any agreement to which Microtune is a party; and (c) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit Microtune to perform its obligations under this Agreement, except for such as have been obtained.

3. Directorships.

(a) Microtune agrees to (i) nominate Robert Rast (the “First Nominee”), Raghu Rau (the “Second Nominee”) and Drew Peck (the “Third Nominee” and, together with the First Nominee and Second Nominee, the “2010 Nominees”), or any Replacement Nominee appointed pursuant to Section 3(d), Section 3(e) or Section 3(f) below as applicable, for election to Microtune’s Board at the 2010 Annual Meeting, (ii) recommend, and reflect such recommendation in Microtune’s definitive proxy statement in conn ection with the 2010 Annual Meeting, that the stockholders of Microtune vote to elect the 2010 Nominees as directors of Microtune at the 2010 Annual Meeting, and (iii) use its reasonable efforts to solicit and obtain proxies in favor of the election of the 2010 Nominees at the 2010 Annual Meeting, in the same manner as for the other candidates nominated for election at the 2010 Annual Meeting.

(b) Microtune agrees that the Board and all applicable committees of the Board will nominate no more than nine (9) members for election to Microtune’s Board at the 2010 Annual Meeting, inclusive of the 2010 Nominees. Microtune further agrees that the Board and all applicable committees of the Board will nominate no more than nine (9) members for election to Microtune’s Board at the 2011 Annual Meeting and the Board shall take no action to increase the size of the Board to more than nine (9) members prior to the conclusion of the 2011 Annual Meeting.

(d) Subject to Section 3(k), Microtune agrees that if the First Nominee refuses to serve or stand for election at the 2010 Annual Meeting, resigns as a director or is removed as a director, Microtune shall have the ability to designate a substitute person to replace such First Nominee, subject to the approval of the Ramius Group acting in good faith, which approval shall not be unreasonably withheld (any such replacement First Nominee appointed in accordance with the provisions of this clause (d) shall be referred to as the “Replacement First Nominee”). The Replacement First Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ram ius Group. The Board shall appoint the Replacement First Nominee to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s approval of the Replacement First Nominee. The Replacement First Nominee shall be deemed the First Nominee for all purposes of this Agreement.

(e) Subject to Section 3(k), Microtune agrees that if the Second Nominee refuses to serve or stand for election at the 2010 Annual Meeting, resigns as a director or is removed as a director, the Ramius Group shall have the ability to designate a substitute person to replace such Second Nominee, subject to the approval of Microtune’s Nominating and Corporate Governance Committee in good faith after exercising its fiduciary duties, which approval shall not be unreasonably withheld (any such replacement Second Nominee appointed in accordance with the provisions of this clause (e) shall be referred to as the “Replacement Second Nominee”). The Replacement Second Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. In the event the Nominating and Corporate Governance Committee does not accept a substitute director(s) recommended by the Ramius Group to replace such Second Nominee, the Ramius Group will have the right to recommend additional substitute director(s) for consideration by the Nominating and Corporate Governance Committee. The Board shall appoint the Replacement Second Nominee to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s approval of the Replacement Second Nominee. The Replacement Second Nominee shall be deemed the Second Nominee for all purposes of this Agreement.

(f) Subject to Section 3(k), Microtune agrees that if the Third Nominee refuses to serve or stand for election at the 2010 Annual Meeting, resigns as a director or is removed as a director, a substitute person to replace such Third Nominee shall be appointed by the Nominating and Corporate Governance Committee, following the identification of a candidate mutually acceptable to the Company and the Ramius Group (any such replacement Third Nominee appointed in accordance with the provisions of this clause (f) shall be referred to as the “Replacement Third Nominee”). In the event the Company and the Ramius Group are unable to identify a mutually acceptable candidate to replace such Third Nominee, then there shall exis t a vacancy on the Board until the election of directors at the 2011 Annual Meeting. The Replacement Third Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. In the event that the Company and the Ramius Group identify a mutually acceptable candidate, the Board shall appoint such candidate as the Replacement Third Nominee to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee’s approval of the Replacement Third Nominee. The Replacement Third Nominee shall be deemed the Third Nominee for all purposes of this Agreement.

(g) Subject to Section 3(k), and conditioned upon the 2010 Nominees agreeing to hold all information provided as confidential and to act in a fiduciary manner with respect all such information in the same manner as if they were directors of Microtune, Microtune agrees that it will permit the 2010 Nominees to participate as observers to the Board at all meetings of the Board (whether by phone or in person) and will provide to such 2010 Nominees copies of all notices and written information furnished to the full Board in connection with any such meetings at substantially the same time they are so furnished to the Board; provided however, that Microtune reserves the right to withhold any information and to exclude the 2010 Nominees from any such meeting or portion thereof to the extent that access to such information or attendance at such meeting could adversely affect the attorney-client privilege between Microtune and its counsel.

(h) Microtune agrees that it will provide the Ramius Group with a list of up to nine (9) nominees that the Nominating and Corporate Governance Committee intends to nominate for election at the 2011 Annual Meeting no later than December 1, 2010 (the “Proposed 2011 Nominees”). Microtune agrees that it will provide the Ramius Group with written notice no later than two (2) business days following any change to the Proposed 2011 Nominees.

(i) The Ramius Group shall have the option to propose a substitute person to replace the First Nominee for election at the 2011 Annual Meeting for consideration by Microtune’s Nominating and Corporate Governance Committee (any such replacement First Nominee appointed in accordance with the provisions of this clause (i) shall be referred to as the “Alternate First Nominee”). The Alternate First Nominee shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. For the avoidance of doubt, nothing in this Section 3(i) shall obligate Microtune to approve any Alternate First Nominee proposed by the Ramius Group, and su ch approval may be withheld by Microtune in its sole discretion.

(j) Microtune agrees to (i) recommend, and reflect such recommendation in Microtune’s definitive proxy statement in connection with the 2011 Annual Meeting, that the stockholders of Microtune vote to elect each of the candidates nominated by Microtune for election as directors of Microtune at the 2011 Annual Meeting (the “2011 Nominees”), and (ii) use its reasonable efforts to solicit and obtain proxies in favor of the election of each of the 2011 Nominees at the 2011 Annual Meeting.

(k) Notwithstanding anything to the contrary herein, if at any time the Ramius Group’s aggregate beneficial ownership of Common Stock decreases to less than 4.0% of the Company’s shares of Common Stock outstanding as of the date hereof, clauses (d), (e), (f) and (g) of this Section 3 shall be void ab initio.

4. Standstill Restrictions.

(a) Except as otherwise permitted pursuant to the terms of this Agreement, during the term of this Agreement, the Ramius Group shall not, and shall cause their respective Affiliates and Associates (as defined below) under their control or direction not to, in any manner, directly or indirectly:

(i) solicit (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) proxies or consents to vote any securities of Microtune, or make, or in any way participate in, any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to vote any shares of Common Stock with respect to the election or removal of directors, or become a “participant” in any “contested solicitation” for the election or removal of directors with respect to Microtune (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder), other than solicitations or acting as a participant in support of all of Microtune’s nominees;

(ii) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock or other securities issued by Microtune, if in any such case, immediately after the taking of such action, the Ramius Group would, in the aggregate, collectively beneficially own more than 14.99% of the then outstanding shares of Common Stock;

(iii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group comprised solely of the Ramius Group); provided, however, to the extent that the Ramius Group nominates any person(s) for election at the 2011 Annual Meeting in accordance with Section 4(b), nothing herein shall limit the ability of the Ramius Group to form a “group”(within the meaning of Section 13(d)(3) of the Exchange Act) with such person(s) in furtherance of electing the Ramius Group’s nominee(s) at the 2011 Annual Meeting;

(iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Ramius Group;

(v) otherwise act, alone or in concert with others to make any public statement critical of Microtune, its directors or management; provided, however, nothing herein shall limit the ability of the Ramius Group to make any public statement critical of Microtune, its directors or management following the conclusion of the 2011 Annual Meeting; provided further, that if Ramius elects to nominate any person for election as a director of the Company at the 2011 Annual Meeting then nothing herein shall limit the ability of the Ramius Group to make any public statement critical of Microtune, its directors or management on and after the date that is 30 days prior to the last date on whic h a stockholder of the Company may nominate, in accordance with the applicable procedures set forth in the Company's Bylaws, a person for election as a member of the Board at the 2011 Annual Meeting (the “2011 Pre-Nomination Date”);

(vi) control or seek to control the Board, other than through non public communications with the officers and directors of Microtune (other than in the event the Company fixes the size of the Board at less than nine (9) members prior to the 2011 Annual Meeting, in which case nothing herein shall prevent the Ramius Group from submitting up to that number of nominations that is permitted in accordance with Section 4(b) hereof) ;

(vii) seek or encourage any person (other than any member of the Ramius Group) to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to Microtune;

(viii) (1) make any proposal for consideration by stockholders at any annual or special meeting of stockholders or (2) make any offer or proposal (with or without conditions) with respect to a merger, acquisition, disposition or other business combination involving Ramius and Microtune; provided, however, that nothing herein will limit the ability of (1) any member of the Ramius Group, or its respective Affiliates and Associates, except as otherwise provided in Section 5, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company or (2) the Ramius Group to announce its opposition to any Board approved proposals related to a merger, acquisition, disposition of all or substantially all o f the assets of Microtune or other business combination involving Microtune;

(ix) seek, alone or in concert with others, (1) to call a special meeting of stockholders, or (2) representation on the Board, except as specifically contemplated in Sections 3(a), (d), (e), (f) and (i) and Section 4(b), or (3) the removal of any member of the Board, other than at the 2011 Annual Meeting as contemplated by Section 4(b); or

(x) make any request to amend, waive or terminate any provision of this Agreement, other than through non public communications with the officers and directors of Microtune that do not trigger any disclosure obligation on the part of any member of the Ramius Group.

(b) Notwithstanding anything in Section 4(a) to the contrary, on and after the 2011 Pre-Nomination Date, the Ramius Group shall not be prohibited from (i) nominating one person for election at the 2011 Annual Meeting in accordance with the Company's procedures set forth in its Bylaws for stockholders to nominate persons for election to the Board, (ii) soliciting proxies with respect to the voting securities of the Company with respect to such nominee (and any additional nominee(s) to the extent permitted by and in accordance with clauses (w), (x), (y) and (z) of this Section 4(b)), or (iii) taking any actions in connection with the nomination of such person (or persons) in connection with the 2011 Annual Meeting and in furtherance of the election of such person (or persons) at the 2011 Annual Meeting , including but not limited to, taking any of the actions described above in Sections 4(a)(i), 4(a)(iii), 4(a)(v), requesting a stockholder list and related information, filing an amendment or amendments to its Schedule 13D regarding the Common Stock of the Company as required by law or taking any other action related to the solicitation of proxies or making any public filings or announcements in furtherance thereof; provided, however, that (w) in the event that either (A) the Ramius Group has not proposed an Alternative First Nominee for consideration by Microtune in accordance with Section 3(i), or (B) Microtune has not consented to nominate an Alternate First Nominee proposed by the Ramius Group in accordance with Section 3(i) for election to the Board at the 2011 Annual Meeting, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to the First Nominee or any person nominated by the Company in substitution for the First Nominee; ( x) in the event that the Company does not nominate the Second Nominee for election to the Board at the 2011 Annual Meeting, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to the person nominated by the Company in substitution for the Second Nominee; (y) in the event that the Company does not nominate the Third Nominee for election to the Board at the 2011 Annual Meeting or there exists a vacancy in the seat previously held by the Third Nominee, then the Ramius Group shall be permitted to nominate one additional person for election at the 2011 Annual Meeting in opposition to either (i) the person nominated by the Company in substitution for the Third Nominee or (ii) any other Microtune nominee up for election at the 2011 Annual Meeting to the extent that the Company does not nominate a person in substitution for the Third Nominee; and (z) any person nominated by the Ramius Group pursuant to any of the foregoing clauses (w), (x) and (y) shall qualify as “independent” pursuant to NASDAQ listing standards and shall not be an Affiliate or Associate of the Ramius Group. The Company shall provide the Ramius Group written notice of the adoption by the Board of any amendment to the Company’s Bylaws that changes the time period during which, or procedures by which, a stockholder may, in accordance with the applicable procedures set forth in the Company’s Bylaws, nominate a person for election as a member of the Board at an annual meeting of stockholders, within not more than two (2) business days after such amendment (the “Bylaw Amendment Notice”). In the event that any such amendment of the Company’s Bylaws results in a deadline for the nomination of directors that is a date prior to the date of receipt of the Bylaw Amendment Notice by the Ramius Group, then, notwithstanding any other provisions of this Agreement, the Ramiu s Group shall have ten (10) days from the date of its receipt of the Bylaw Amendment Notice to nominate persons for election as members of the Board at the 2011 Annual Meeting. In the event the Company provides the Ramius Group written notice of any change to the 2011 Proposed Nominees after the nomination deadline in connection with the 2011 Annual Meeting has passed, then the Ramius Group shall have ten (10) days to submit nominations, or substitutions for any existing nomination, in accordance with this Section 4(b).

(c) Subject to Section 5, any member of the Ramius Group, and any Affiliate or Associate of any such member, shall be entitled to:

(i) vote their shares on any other proposal duly brought before the 2010 Annual Meeting or 2011 Annual Meeting as the Ramius Group determines in their sole discretion; and

(ii) disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company, on any stockholder proposal or other matter to be voted on by the stockholders of the Company (other than the election of directors) and the reasons therefor.

(d) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

5. Actions by the Ramius Group.

(a) At the 2010 Annual Meeting, the Ramius Group shall vote, and cause their respective officers, directors, employees and agents to vote, all of the shares of Common Stock beneficially owned by him or them for (i) each of Microtune’s nominees for election to the Board and (ii) the ratification of the appointment of Microtune’s independent auditors;

(b) At the 2011 Annual Meeting, the Ramius Group shall be entitled to vote their shares on the election of directors as the Ramius Group determines in their sole discretion; provided, however, in the event the Ramius Group files a definitive proxy statement with the SEC in furtherance of the election of a director nominee(s) at the 2011 Annual Meeting as contemplated by Section 4(b), the Ramius Group shall vote, and cause their respective officers, directors, employees and agents to vote, all of the shares of Common Stock beneficially owned by him or them for each of Microtune’s nominees for election to the Board that are not in opposition to the Ramius nominee(s).

(c) Upon execution of this Agreement by the Parties, the Ramius Group hereby withdraws its Nomination Letter and agrees that it shall not submit any nominations for election to the Board at the 2010 Annual Meeting or the 2011 Annual Meeting other than in accordance with Section 3 or 4(b) of this Agreement.

(d) The Ramius Group agrees that it will cause its Affiliates and Associates to comply with the terms of this Agreement.

6. Termination. This Agreement shall terminate and the obligations of the Parties under this Agreement shall cease on the earliest of the following (the “Termination Date”):

(a) at the option of Microtune, provided it is not in material breach of this Agreement at such time, upon the earliest of a material breach by the Ramius Group of any obligation hereunder which has not been cured within 14 days after the Ramius Group receives notice of such breach from Microtune;

(b) at the option of the Ramius Group, provided it is not in material breach of this Agreement at such time, upon a material breach by Microtune of any obligation hereunder which has not been cured within 14 days after Microtune receives notice of such breach from the Ramius Group;

(c) thirty (30) days prior to the deadline for the nomination of directors for election or the submission of proposals to be considered at the 2012 Annual Meeting pursuant to the bylaws of the Company as then in effect but in no event later than October 31, 2011; or

(d) at any time, upon the written consent of all of the Parties.

7. Public Announcement. Microtune and the Ramius Group shall promptly disclose the existence of this Agreement after its execution pursuant to a joint press release in substantially the form attached hereto as Exhibit A. Subject to applicable law, none of the Parties shall disclose the existence of this Agreement until the joint press release is issued. The Parties agree that, while this Agreement remains in effect, each Party shall refrain from any disparagement, defamation, libel, or slander with respect to any other Party or its Affiliates or from publicly critic izing such other Party or its Affiliates or, other than as contemplated by Section 4(a)(v) or Section 4(b), from publicly criticizing such other Party or its Affiliates.

8. Amendment of Shareholder Rights Plan. Microtune agrees that it shall seek stockholder approval of any amendment to its Rights Agreement, dated March 4, 2002, that reduces the beneficial ownership threshold for an “Acquiring Person” to below 15%. In the event any such amendment is approved by the Board less than one hundred twenty (120) calendar days prior to the first anniversary date of the previous year’s annual meeting of stockholders, then the Company shall submit the amendment for stockholder approval at the Company’s next annual meeting of stockholders, which approval shall require a majority of the shares in attendance at such meeting. In the event any such amendment is approved by the Board more than one hundred twenty (120) calendar days prior to the first anniversary date of the previous year’s annual meeting of stockholders, then the Company shall call a special meeting of stockholders for consideration of the amendment within one hundred twenty (120) days of the date of the amendment. The amendment shall be approved by a majority of the shares in attendance at such meeting. If not approved by stockholders, then the amendment shall be rescinded.

9. Releases.

(a) The Ramius Group hereby agrees for the benefit of Microtune, and each controlling person, officer, director, stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Microtune (Microtune and each such person being a “Microtune Released Person”) as follows:

(i) The Ramius Group, for themselves and for their members, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to sue, and forever fully release and discharge each Microtune Released Person of, and hold each Microtune Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”) that the Ramius Group may have against the Microtune Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement.

(ii) The Ramius Group understands and agrees that the Claims released by the Ramius Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. The Ramius Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Claims, but they nevertheless waive any claims or rights based on different or additional facts.

(b) The Ramius Group agrees that, during the term of the Agreement, (i) no member of the Ramius Group shall, without the consent of Microtune, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which Microtune or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Ramius Group from responding to a validly issued legal process and (ii) the Ramius Group agrees to give Microtune at least five (5) business days notice of the receipt of any legal process requesting information regarding Microtune or any of its officers or directors, to the extent that such notice is legally permissible.

(c) Microtune hereby agrees for the benefit of the Ramius Group, and each controlling person, officer, director, stockholder, agent, Affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, thereof, as well as each Ramius Director (the Ramius Group and each such person being a “Stockholder Released Person”) as follows:

(i) Microtune, for itself and for its Affiliates, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this Agreement, it hereby acknowledges full and complete satisfaction of, and covenants not to sue, and forever fully releases and discharges each Stockholder Released Person of, and holds each Stockholder Released Person harmless from, any and all Claims of any nature whatsoever, whether known or unknown, suspected or unsuspected, that Microtune may have against the Stockholder Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement.

(ii) Microtune understands and agrees that the Claims released by Microtune above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Claims as described above. Microtune understands that it may hereafter discover facts different from or in addition to what it now believes to be true, which if known, could have materially affected this release of Claims, but it nevertheless waives any claims or rights based on different or additional facts.

(d) The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to the benefit of any director or former director of Microtune arising under the Restated Certificate, the Bylaws or otherwise.

10. Remedies.

(a) Each of the Parties acknowledges and agrees that a breach or threatened breach by any Party may give rise to irreparable injury inadequately compensable in damages, and accordingly each Party shall be entitled to seek injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved Party may be entitled to at law or in equity.

(b) In the event a Party institutes any legal action to enforce such Party’s rights under, or recover damages for breach of this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all out-of-pocket costs and expenses, including but not limited to reasonable attorneys’ fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties.

11. Expenses. Each Party shall each be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to, any matters related to the 2010 Annual Meeting.

12. Notices. Any notice or other communication required or permitted to be given under this Agreement will be sufficient if it is in writing, sent to the applicable address set forth below (or as otherwise specified by a Party by notice to the other Parties in accordance with this Section 11) and delivered personally or sent by recognized overnight courier, postage prepaid, and will be deemed given (a) when so delivered personally, or (b) if sent by recognized overnight courier, one day after the date of sending.

If to Microtune:

Microtune, Inc.

2201 10th Street, Plano, Texas

Plano, Texas 75074

Attention: Philip Peterson, Esq.

Telephone: (972) 673-1600

Facsimile: (972) 673-1876

with a copy (which shall not constitute notice to Microtune) to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

1301 Avenue of the Americas, 40th Floor

New York, New York 10019

Attention: Warren S de Wied

Telephone: (212) 999-5800

Facsimile: (212) 999-5899

and a copy (which shall not constitute notice to Microtune) to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Attention: David J. Berger

Telephone: (650) 493-9300

Facsimile: (650) 493-6811

If to the Ramius Group:

Ramius Value and Opportunity Master Fund Ltd

c/o RCG Starboard Advisors, LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

Attention: Owen S. Littman

Telephone: (212) 845-8900

Facsimile: (212) 845-7986

with a copy (which shall not constitute notice to the Ramius Group) to:

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Attention: Steven Wolosky

Telephone: (212) 451-2300

Facsimile: (212) 451-2222

13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the Parties in connection with the subject matter hereof.

14. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

15. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to choice of law principles that would compel the application of the laws of any other jurisdiction.

17. Exclusive Jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any Delaware State court in the City of Wilmington, or the United States District Court for the District of Delaware, and any appellate court to such court, in ay action or proceeding arising out of or relating to this Agreement.

18. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

19. Successors and Assigns. This Agreement shall not be assignable by any of the Parties. This Agreement, however, shall be binding on successors of the Parties.

20. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the Parties.

21. Further Action. Each Party agrees to execute such additional reasonable documents, and to do and perform such reasonable acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

MICROTUNE, INC.

By:
	Name:
	Title:

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

THE RAMIUS GROUP:

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: RCG Starboard Advisors, LLC,

its investment manager

RAMIUS NAVIGATION MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RAMIUS ENTERPRISE MASTER FUND LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG PB, LTD

By: Ramius Advisors, LLC,

its investment advisor

RCG STARBOARD ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,

its sole member

RAMIUS LLC

By: Cowen Group, Inc.,

its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,

its managing member

C4S & CO., L.L.C.


By:	/s/ Peter A. Cohen
	Name:	Peter A. Cohen
	Title:	Authorized Signatory

/s/ Peter A. Cohen

PETER A. COHEN

Individually and as attorney-in-fact for Jeffrey M. Solomon, Morgan B. Stark and Thomas W. Strauss

/s/ Mark R. Mitchell

MARK R. MITCHELL

Schedule A

The Ramius Group

Ramius Value and Opportunity Master Fund Ltd

Ramius Enterprise Master Fund Ltd

Ramius Navigation Master Fund Ltd

RCG PB, Ltd

Ramius Advisors, LLC

RCG Starboard Advisors, LLC

Ramius LLC

Cowen Group, Inc.

RCG Holdings LLC

C4S & Co., L.L.C.

Peter A. Cohen

Morgan B. Stark

Thomas W. Strauss

Jeffrey M. Solomon

Mark R. Mitchell

Exhibit A

Form of Press Release