X0303 4 2010-11-23 1 0000832767 PHOENIX TECHNOLOGIES LTD PTEC 0001486894 Andersen Robert J C/O PHOENIX TECHNOLOGIES LTD. 915 MURPHY RANCH RD. MILPITAS CA 95035 0 1 0 0 Chief Financial Officer Common Stock 2010-11-23 4 U 0 1300 4.20 D 0 D Option (Right to Buy) 2.76 2010-06-21 4 U 0 200000 1.44 D 2020-06-21 Common Stock 200000 0 D Pursuant to the Agreement and Plan of Merger among Pharaoh Acquisition LLC, Pharaoh Merger Sub Corp and Issuer dated as of August 17, 2010 and as subsequently amended (the "Merger Agreement"), the shares were disposed of in exchange for the merger consideration of $4.20 per share. Pursuant to the Merger Agreement, each outstanding and unexercised option to purchase Common Stock, whether or not vested or exercisable, became fully vested and exercisable as of the effective time of the merger and was cancelled in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $4.20 per share; options with an exercise price equal to or greater than $4.20 were cancelled without payment of any consideration. /s/Timothy C. Chu as attorney-in-fact for Robert J. Andersen 2010-11-24