Restricted Unit Subscription Agreement - Jerry M. Baker

Exhibit 10.49

RESTRICTED UNIT SUBSCRIPTION AGREEMENT

RESTRICTED UNIT SUBSCRIPTION AGREEMENT, dated as of December 30, 2004, between MagnaChip Semiconductor LLC, a Delaware limited liability company (the " Company" ), and the officer whose name appears on the signature page hereof (the " Officer" ), pursuant to the MagnaChip Semiconductor LLC Equity Incentive Plan, as in effect and as amended from time to time (the " Plan" ). Capitalized terms that are not defined herein shall have the same meanings given to such terms in the Plan.

WITNESSETH :

WHEREAS, the Board of Directors of the Company (the " Board" ) has granted options to employees and consultants of MagnaChip Korea under the Plan; WHEREAS, the Officer desires to exercise the options granted to him pursuant to that certain Option Agreement, dated the date hereof, between the Officer and the Company (the " Option Agreement" ) and subscribe for the aggregate number of the Company' s Common Units (the " Common Units" ), set forth on the signature page hereof (each a " Unit" and, collectively, the " Units" ); and

WHEREAS, the Company desires to issue the Units to the Officer on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, to implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereto hereby agree as follows:

1. Purchase and Sale of Units .

(a) Purchase of Units . Subject to all of the terms and conditions of this Agreement, the Officer hereby subscribes for and shall purchase, and the Company shall issue to the Officer, the Units, at the Closing provided for in Section 2(a) hereof, such Units being issued pursuant to and in accordance with the Plan and the Option Agreement. The Plan and the Option Agreement are incorporated herein by reference and made a part of this Agreement, and the Officer hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions herein and therein. To the extent any provision herein is inconsistent with the Plan, the terms of the Plan shall apply. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue any Common Units to ( i ) any person who is not employed by the Company or any of its Subsidiaries at the time that such Common Units are to be issued or ( ii ) any person who is a resident of a jurisdiction in which the sale of Common Units to such person would constitute a violation of the securities, " blue sky" or other laws of such jurisdiction.

2. Closing . (a) Time and Place . Except as otherwise agreed by the Company and the Officer, the closing (the " Closing" ) of the transaction contemplated by this Agreement shall take place on the date hereof, upon delivery of the items described in Sections 2(b) and (c).

(b) Delivery by the Company . At the Closing, the Company shall deliver to the Officer a copy of the LLC Agreement, which agreement shall serve as evidence of the Officer' s ownership of the Units.

(c) Delivery by the Officer . At the Closing, the Officer shall deliver the option exercise price set forth in the Option Agreement and shall execute and deliver to the Company a joinder to the LLC Agreement and the Amended and Restated Securityholders' Agreement, dated as of October 6, 2004, among the Company, CVC Capital Partners Asia Pacific LP, Asia Investors LLC, CVC Capital Partners Asia II Limited, Citigroup Venture Capital Equity Partners, L.P., CVC Executive Fund LLC, CVC/SSB Employee Fund, L.P., Francisco Partners, L.P., Francisco Partners Fund A, L.P., Peninsula Investment PTE. Ltd., Hynix Semiconductor Inc. and certain other persons named therein (the " Securityholders' Agreement" ). 3. Restricted Period .

(a) Generally . All Units received by the Officer under this Agreement are subject to the restrictions contained herein and as provided under the Plan and the Option Agreement, and, so long as the Units are subject to such restrictions, are referred to herein and therein as " Restricted Units ." The Restricted Units shall be subject to forfeiture or repurchase by the Officer prior to the lapse of the Restricted Period in accordance with the terms herein and in the Plan and the Option Agreement. Except as permitted by the Committee or by will or by the laws of descent and distribution, none of the Restricted Units may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered until the Restricted Period has ceased, and then only in accordance with Article 3 and Section 5.03 of the Securityholders' Agreement. As a condition to any transferee receiving Restricted Units by will or through laws of descent and distribution, such transferee shall agree to be bound by this Agreement, the Securityholders' Agreement and the LLC Agreement.

(b) Restricted Period . Except as otherwise provided in Section 9 hereof, or in the Plan, the Restricted Period shall lapse as to 25% of the Units on September 30, 2005 and shall lapse as to 6.25% of the Units on the last day of each calendar quarter thereafter (each such date, the " Vesting Date" as to the applicable tranche of the Units), which lapses shall be cumulative, subject to the Officer' s continuous employment with MagnaChip Korea from the Closing to such Vesting Date.

(c) Committee Discretion . Notwithstanding any other provisions of this Agreement, the Committee shall be authorized in its discretion, based upon its review and evaluation of the performance of the Officer and of the Company, to accelerate the vesting of any Restricted Units under this Agreement, at such times (including, without limitation, following the Officer' s termination of employment) and upon such terms and conditions as the Committee shall deem advisable.

4. Repurchase Option .

(a) Termination for Cause . Upon termination of the Officer' s employment by MagnaChip Korea for Cause, the Company (in accordance with the procedures described in Section 4(c)) may repurchase all or any portion of the Units for a cash payment equal to $1.00 per Unit.


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(b) Termination for Any Other Reason . Upon any termination of the Officer' s employment with MagnaChip Korea other than a termination for Cause, ( i ) the Company (in accordance with the procedures described in Section 4(c)) may repurchase all or any portion of the Units then held by the Officer for which the Restricted Period has not lapsed for a cash payment equal to $1.00 per Unit and ( ii ) the Company (in accordance with the procedures described in Section 4(c)) may repurchase the Units for which the Restricted Period has lapsed for a cash payment equal to the greater of the Fair Market Value of the Units (or the portion thereof so purchased) or $1.00 per Unit.

(c) Procedures for the Repurchase of Units . Notwithstanding anything to the contrary contained herein, any repurchase of Units pursuant to this Section 4 shall not be effected prior to the expiration of a period of, and the Fair Market Value shall be determined as of a date, at least six months and one day from the date such Units were received by the Officer. The Company shall have an exclusive right to repurchase Units until the date six months and one day from the date the Officer' s employment is terminated.

(d) Use of Proceeds . If the Company elects to repurchase any Units pursuant to this Section 4, the Company may apply the proceeds from such repurchase to any and all outstanding obligations of the Officer due the Company or guaranteed by the Company in respect of the Units. 5. Officer' s Representations, Warranties and Covenants .

(a) Investment Intention . The Officer represents and warrants that the Officer is acquiring the Units solely for the Officer' s own account for investment and not with a view to, or for sale in connection with, any distribution thereof. The Officer agrees that the Officer will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Units (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Units), or any interest therein or any rights relating thereto, except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the " Act" ), all applicable state securities or " blue sky" laws and Article 3 and Section 5.03 of the Securityholders' Agreement. The Officer further understands, acknowledges and agrees that none of the Units may be transferred, sold, pledged, hypothecated or otherwise disposed of unless the provisions of Section 3 shall have been satisfied or have expired. Any attempt by the Officer, directly or indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Units or any interest therein, or any rights relating the ...