SC 13D

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Memsic, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share
(Title of Class of Securities)

586264103
(CUSIP Number)

Seligman Spectrum Focus (Master) Fund
P.O. Box 309
Ugland House, South Church Street
George Town, Grand Cayman KY1-1104, Cayman Islands
Telephone: (212) 850-1864

with copies to:

Michael J. Kennedy, Esq.
Steve L. Camahort, Esq.
Shearman & Sterling LLP
525 Market Street
San Francisco, CA 94105
Telephone: (415) 616-1100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 9, 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. x

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.

^* 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. 586264103 

1	NAMES OF REPORTING PERSONS. Ameriprise Financial, Inc. I.R.S. Identification Nos. of above persons (entities only) 13-3180631
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			2,864,504
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,864,504
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.03%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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CUSIP No. 586264103 

1	NAMES OF REPORTING PERSONS. RiverSource Investments, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Minnesota
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			2,864,504
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,864,504
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.03%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

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CUSIP No. 586264103 

1	NAMES OF REPORTING PERSONS. Seligman Spectrum Focus (Master) Fund I.R.S. Identification Nos. of above persons (entities only) 98-0498128
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			2,782,255
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			2,782,255
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,782,255
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.69%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
SIGNATURE
EX-99.1
EX-99.2

          The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits and Schedule attached hereto is expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such Exhibits and Schedule.

Item 1. Security and Issuer.

          This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, $0.00001 par value per share (“Common Stock”), of Memsic, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Tech Drive, Suite 325, Andover, MA 01810.

Item 2. Identity and Background.

          (a) This Statement is being filed jointly by the following (each a “Reporting Person” and collectively, the “Reporting Persons”): (1) Ameriprise Financial, Inc., a Delaware corporation (“AFI”), (2) RiverSource Investments, LLC, a Minnesota limited liability company (“RVS”), and (3) Seligman Spectrum Focus (Master) Fund, an exempted company incorporated in the Cayman Islands (“Focus Fund”). The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 99.1 hereto.

          (b) The business address for AFI, RVS and each executive officer and director of RVS is c/o Ameriprise Financial, Inc., 145 Ameriprise Financial Center, Minneapolis, MN 55474. The business address for Focus Fund and each executive officer and director of Focus Fund is P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands.

          The name and principal occupation of each director and executive officer of AFI and RVS are set forth on Schedule A and incorporated herein by reference. The name and principal occupation of each director of Focus Fund are also set forth on Schedule A and incorporated herein by reference. Focus Fund does not have any officers.

          (c) The principal business of Focus Fund is serving as a private investment fund formed for the purpose of making equity investments. The principal business of RVS is acting as the investment adviser to Focus Fund and various other investment companies, including other unregistered investment companies and investment companies registered under the Investment Company Act of 1940 and other managed accounts. AFI is a financial services firm that serves as the sole owner and parent company of RVS.

          (d) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the other persons listed in this Item 2, has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

          (e) In November and December 2005, without admitting or denying the allegations, American Express Financial Corporation (“AEFC,” which is now known as AFI), the parent company of RVS, finalized settlement agreements with the Securities and Exchange Commission (“SEC”) and Minnesota Department of Commerce (“MDOC”) relating to market timing activities. The SEC and MDOC allegations indicated that AEFC failed to: (i) adequately disclose market timing activities in mutual fund and variable annuity product prospectuses; (ii) implement procedures to detect and prevent market timing in 401(k) plans for employees of AEFC and related companies and adequately disclose that there were no such procedures; and (iii) in the case of MDOC only, establish written policies and procedures and properly supervise its employees. AEFC was censured and ordered to cease and desist from committing or causing any violations of certain federal and Minnesota securities laws. AEFC agreed to: (i) pay disgorgement of $10 million and civil money penalties of $7 million; (ii) make presentations at least annually to its board of directors and the relevant mutual funds’ board relating to market timing policies and procedures and related disclosures; (iii) retain an independent distribution consultant to assist in distributing disgorgement and civil penalties; and (iv) submit to the MDOC a compliance review of its market timing procedures within one year, including a certification by a senior officer regarding compliance and supervisory procedures. The SEC order is available at http://www.sec.gov/litigation/admin/ia-2451.pdf.

          Except as set forth in the preceding paragraph, during the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the other persons listed in this Item 2, has been party to any civil proceeding

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of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

          (f) AFI is a Delaware corporation. RVS is a Minnesota limited liability company. Focus Fund is an exempted company incorporated in the Cayman Islands. Each director and executive officer of AFI, RVS and Focus Fund is a United States citizen, except for Messrs. Litton, and Banks who are citizens of Great Britain and Mr. Bannister who is a citizen of Malta.

Item 3. Source Amount of Funds or Other Consideration

          The shares of Common Stock purchased by Focus Fund were purchased with working capital in open market purchases. The aggregate purchase cost of the 2,782,255 shares of Common Stock beneficially owned by Focus Fund is approximately $6,300,669, excluding brokerage commissions.

Item 4. Purpose of Transaction

          Focus Fund acquired the shares of Common Stock beneficially owned by it for investment purposes. Focus Fund expects to continually monitor and re-evaluate its investments in the shares of Common Stock.

          From time to time in the past, representatives of Focus Fund have contacted members of the Issuer’s management and board of directors in order to communicate the views of Focus Fund as to how best to maximize shareholder value. On April 9, 2010, in accordance with the terms of the Issuer’s Amended and Restated Bylaws (the “Bylaws”), Focus Fund delivered a letter to the Issuer nominating two individuals (the “Nominees”) for election as directors of the Issuer at the Issuer’s 2010 annual meeting of stockholders (or any other special meeting of stockholders held in lieu thereof, the “Annual Meeting”), and notified the Issuer that it proposes that certain other corporate governance proposals be brought before the annual meeting.

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          Representatives of Focus Fund intend to engage in discussions with the Issuer regarding matters in connection with the Nominees and the proposals being brought before the Annual Meeting.

          No Reporting Person has any present plan or proposal which would relate to or result in any matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons reserve the right to acquire additional securities of Issuer, to dispose of such securities of Issuer at any time, or to formulate other purposes, plans or proposals regarding the Issuer or the securities of the Issuer, to the extent deemed advisable in light of their general investment polices, market conditions or other factors.

Item 5. Interest in Securities of the Issuer

          (a-b) The following disclosure assumes there are 23,804,863 shares of Common Stock outstanding, which the Issuer represented to be the number of shares of Common Stock outstanding as of March 29, 2010 in the Issuer’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 31, 2010.

          As of April 9, 2010, Focus Fund beneficially owned 2,782,255 shares of Common Stock, which constitutes approximately 11.69% of the shares of Common Stock outstanding.

          RVS and AFI do not directly own any shares of Common Stock of the Issuer. As the investment adviser of Focus Fund and various other unregistered and registered investment companies and other managed accounts, RVS may be deemed to beneficially own 2,864,504 shares of Common Stock held by Focus Fund and one other client of RVS, which constitutes approximately 12.03% of the shares of Common Stock outstanding. To the knowledge of the Reporting Persons, as of April 9, 2010, only one other client of RVS besides Focus Fund beneficially owned shares of Common Stock and only the Focus Fund beneficially owned more than 5% of the shares of Common Stock outstanding.

          As the sole owner and parent company of RVS, AFI may be deemed to beneficially own 2,864,504 shares of Common Stock, which constitutes approximately 12.03% of the shares of Common Stock outstanding.

          Except as set forth in this Item 5(a), none of the Reporting Persons beneficially owns any shares of Common Stock.

          (c) Schedule B annexed hereto lists all transactions in the shares of Common Stock during the past 60 days by the Reporting Persons.

          (d) To the knowledge of the Reporting Persons, no other persons besides the Stockholders and those persons for whose shares of Common Stock the Stockholders report beneficial ownership have the right to receive or the power to

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direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein; provided, however, that one RVS client (not a Reporting Person hereunder) owning 82,249 shares of Common Stock of the Issuer has the right to receive any dividends paid by the Issuer and could terminate its investment advisory relationship with RVS and then subsequently direct the use of proceeds from the sale of the Common Stock owned by the client.

          (e) Not applicable.

          Except as set forth above, to the knowledge of the Reporting Persons, none of the other persons listed in Item 2 above has beneficial ownership of any shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

          The responses set forth in Items 3, 4 and 5 of this Statement are incorporated herein by reference.

          On April 9, 2010, Focus Fund entered into a Nomination Agreement with each of the Nominees setting forth certain agreements regarding the nomination of the Nominees, including (i) the responsibilities of the Nominees and Focus Fund, (ii) the reimbursement of expenses incurred by the Nominees in connection with the performance of their responsibilities under the Agreement, and (iii) the indemnification of the Nominees by Focus Fund for certain losses which may be incurred by the Nominees in their capacity as a nominee for election to the Issuers board of directors. A form of the Nomination Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

          Other than as described herein, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, between the Reporting Persons, and any other person, with respect to any securities of the Issuer.

Item 7.            Material to Be Filed as Exhibits.

Exhibit
Number		Document
	99.1	Joint Filing Agreement, dated April 9, 2010 by and among AFI, RVS and Focus Fund.
	99.2	Form of Nomination Agreement

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SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2010	Seligman Spectrum Focus (Master) Fund
	By:	/s/ Paul Goucher
	Name: Paul Goucher
	Title: Authorized Person
	Ameriprise Financial, Inc.
	By:	/s/ Wade M. Voigt
	Name: Wade M. Voigt
	Title: Director — Fund Administration
	RiverSource Investments, LLC
	By:	/s/ Paul Goucher
	Name: Paul Goucher
	Title: Assistant Secretary

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Schedule A

Directors of Seligman Spectrum Focus (Master) Fund

Name and Position	Principal Occupation
David C. Litton – Director	Managing Director of Devonshire Corporate Services Limited
John Banks – Director	Executive Chairman of Bridgewater (IOM) Limited
Joseph Bannister – Director	Professor at Cranfield Institute of Technology and University of Malta
Christopher P. Keating – Director	Vice President and Head of Institutional Sales, Client Service and Consultant Relationships for RiverSource Investments, LLC
William F. Truscott — Director	President—U.S. Asset Management, Annuities and Chief Investment Officer of Ameriprise Financial, Inc.

Directors and Executive Officers of RiverSource Investments, LLC

Name and Position	Principal Occupation
William F. Truscott – President, Chairman of the Board and CIO	President—U.S. Asset Management, Annuities and Chief Investment Officer of Ameriprise Financial, Inc.
Christopher P. Keating – Director	Vice President and Head of Institutional Sales, Client Service and Consultant Relationships for RiverSource Investments, LLC
Brian J. McGrane – Director	Vice President and Head of Institutional Sales, Client Service and Consultant Relationships for RiverSource Investments, LLC
Patrick T. Bannigan – Director	Senior Vice President – Asset Management, Products and Marketing of RiverSource Investments, LLC
Eleanor T. M. Hoagland – Chief Compliance Officer	Chief Compliance Officer of RiverSource Investments, LLC
Scott R. Plummer – Chief Legal Officer	Chief Legal Officer of RiverSource Investments, LLC
Amy K. Johnson – Vice President and Chief Administrative Officer	Vice President and Chief Administrative Officer of RiverSource Investments, LLC

Directors and Executive Officers of Ameriprise Financial, Inc.

Name and Position	Principal Occupation
James M. Cracchiolo – Chairman and Chief Executive Officer	Chairman and Chief Executive Officer of Ameriprise Financial, Inc.
Warren D. Knowlton – Director	Retired

Name and Position	Principal Occupation
W. Walker Lewis – Director	Chairman of Devon Value Advisers
Siri S. Marshall – Director	Retired
Jeffrey Noddle – Director	Chairman of the Board of Directors of SUPERVALU INC.
H. Jay Sarles – Director	Retired
Robert F. Sharpe, Jr. – Director	President of Commercial Foods and Executive Vice President and Chief Administrative Officer of ConAgra Foods, Inc.
William H. Turner – Director	Retired
Joseph E. Sweeney – President – Advice & Wealth Management, Products and Services	President – Advice & Wealth Management, Products and Services of Ameriprise Financial, Inc.
William F. Truscott – President—U.S. Asset Management, Annuities and Chief Investment Officer	President—U.S. Asset Management, Annuities and Chief Investment Officer of Ameriprise Financial, Inc.
Walter S. Berman – Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer of Ameriprise Financial, Inc.
Kelli A. Hunter – Executive Vice President of Human Resources	Executive Vice President of Human Resources of Ameriprise Financial, Inc. of Ameriprise Financial, Inc.
John C. Junek – Executive Vice President and General Counsel	Executive Vice President and General Counsel of Ameriprise Financial, Inc.
Glen Salow – Executive Vice President – Service Delivery and Technology	Executive Vice President – Service Delivery and Technology of Ameriprise Financial, Inc.
Kim M. Sharan – President – Financial Planning, Retirement & Wealth Strategies and Chief Marketing Officer	President – Financial Planning, Retirement & Wealth Strategies and Chief Marketing Officer of Ameriprise Financial, Inc.
Deirdre N. Davey – Executive Vice President – Corporate Communications and Community Relations	Executive Vice President – Corporate Communications and Community Relations of Ameriprise Financial, Inc.
John R. Woerner – President – Insurance and Chief Strategy Officer	President – Insurance and Chief Strategy Officer of Ameriprise Financial, Inc.
Donald E. Froude – President – The Personal Advisors Group	President – The Personal Advisors Group of Ameriprise Financial, Inc.
David K. Stewart – Senior Vice President and Controller (Principal Accounting Officer)	Senior Vice President and Controller (Principal Accounting Officer) of Ameriprise Financial, Inc.

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Schedule B

Transactions in the Shares During the Past 60 days

For the	Shares of Common Stock	Price Per		Date of
Account of	Purchased/(Sold)	Share ($U.S.)		Purchase/(Sale)
Focus Fund	100		3.15	2/11/2010
Focus Fund	300		3.15	2/12/2010
Focus Fund	748		3.15	2/17/2010
Focus Fund	11,152		3.1995	2/19/2010
Focus Fund	10,000		3.188	3/31/2010
Focus Fund	8,900		3.1897	3/31/2010
Focus Fund	20,000		3.1753	3/31/2010

EX-99.1

Exhibit 99.1

to

Schedule 13G

Joint Filing Agreement

The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13D dated April 9, 2010 in connection with their beneficial ownership of Memsic Inc., and any amendments thereto. Each of Ameriprise Financial, Inc. and RiverSource Investments, LLC authorizes Seligman Spectrum Focus (Master) Fund to execute the Schedule 13D to which this Exhibit is attached and make any necessary amendments thereto.

Ameriprise Financial, Inc.

By:	/s/ Wade M. Voigt Wade M. Voigt
	Director — Fund Administration

Seligman Spectrum Focus (Master) Fund

By:	/s/ Paul Goucher Paul Goucher
	Authorized Person

RiverSource Investments, LLC

By:	/s/ Paul Goucher
	Paul Goucher
	Assistant Secretary

EX-99.2

Exhibit 99.2

NOMINATION AGREEMENT

     NOMINATION AGREEMENT dated as of April 9, 2010 (the “Agreement”) by and between Seligman Spectrum Focus (Master) Fund, an exempted company incorporated in the Cayman Islands (the “Company”) and [NAME OF NOMINEE] (“Nominee”).

Recitals

     A. The Company desires to nominate Nominee for election to the Board of Directors of Memsic, Inc., a Delaware corporation (“Memsic”), and to solicit proxies for the election of Nominee to the Board of Directors of Memsic (the “Proxy Solicitation”); and

     B. Nominee agrees to be nominated by the Company to the Memsic Board, to assist the Company in the Proxy Solicitation and, if elected, the parties acknowledge that he will exercise his independent judgment in accordance with the fiduciary duties imposed by law in all matters before the Memsic Board;

     NOW, THEREFORE, the parties agree as follows:

     1. Effectiveness. This Agreement shall be effective upon the date hereof (the “Effective Date”).

     2. Term of Agreement. This Agreement shall be in effect for a period (the “Term”) commencing on the Effective Date and ending on the earlier of (i) the election and qualification of Nominee to the Memsic Board; (ii) notice of termination of this Agreement by the Company to Nominee; and (iii) 30 days after the conclusion of the 2010 annual meeting of stockholders of Memsic, including any postponements, adjournments or rescheduling (or special meeting held in lieu) thereof; provided, however, that, in the case of (i) and (ii), if the election or qualification of members to the Memsic Board is contested on any grounds, this Agreement shall not terminate until such contested election or qualification has been resolved. The date on which the Term ends shall constitute the “Expiration Date”.

     3. Responsibilities of Nominee.

     (a) Nominee agrees (i) to be named as a nominee to the Memsic Board in any and all proxy materials prepared by the Company, (ii) to provide true and complete information concerning Nominee and his background, experience, abilities and integrity as may be requested from time to time by the Company (including, without limitation, all information required by the Securities and Exchange Commission (the “SEC”) to be disclosed to the SEC or in the Company’s proxy materials, or by the certificate of incorporation or bylaws of Memsic) and not to omit information that may be material to an understanding of Nominee’s background, experience, abilities and integrity, (iii) that the information referred to in (ii) may be disclosed by the Company to the SEC, in its proxy materials or otherwise, (iv) to cooperate and assist in any threatened or filed claim, action, suit or proceeding related to the Proxy Solicitation, subject to any legal duties by which he is bound, and (v) if elected and qualified, to serve as a director of Memsic.

     (b) The parties acknowledge and agree that Nominee is not an employee or an agent or otherwise a representative of the Company, and that Nominee will exercise his independent judgment in all matters before the Memsic Board in accordance with the fiduciary duties imposed on him by applicable law. Nominee shall have no authority to act as an agent of the Company and he shall not represent to the contrary to any person.

     4. Responsibilities of the Company. Notwithstanding anything in this Agreement, the Company is not obligated to nominate Nominee to the Memsic Board or to commence or complete the Proxy Solicitation.

     5. Expenses. The Company shall reimburse Nominee for reasonable expenses, including travel and legal expenses, incurred by Nominee in connection with the performance of his responsibilities under this Agreement.

     6. Status. Nominee is an independent contractor. Nominee shall not be an employee of the Company and shall not be entitled to participate in any employee benefit plans or other benefits or conditions of employment available to the employees of the Company. He shall not direct the work of any employee of the Company, or make any management decisions, or undertake to commit the Company to any course of action in relation to third persons.

     7. Indemnification.

     (a) The Company shall indemnify, defend and hold harmless Nominee from and against any and all expenses (including attorneys’ fees in accordance with Section 7(b) of this Agreement), damages, losses, liabilities, judgments and amounts paid or payable in settlement (in accordance with Section 7(b) of this Agreement) (together “Losses”) arising out of any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative, formal or informal, investigative or other), or any inquiry or investigation that Nominee in good faith believes might lead to the institution of any such action, suit or proceeding (such action, suit or proceeding being referred to herein as a “Proceeding”) asserted against or incurred by Nominee in his capacity as a nominee for election to the Memsic Board, or arising out of or related to his status as a nominee for election to the Memsic Board. The Company will not be required to indemnify Nominee: (i) except to the extent the aggregate amount of losses to be indemnified exceeds any indemnification and insurance actually provided to Nominee by Memsic, and (ii) in respect of acts or omissions which involve intentional misconduct or a knowing violation of law by Nominee.

     (b) In case any Proceeding shall be threatened or filed involving Nominee, Nominee shall promptly notify the Company in writing and the Company shall retain counsel to represent Nominee, which shall be reasonably satisfactory to Nominee, in the Proceeding and shall pay the fees and disbursements of such counsel related to the Proceeding; provided that the failure of Nominee to give such notice shall not relieve the Company of its indemnification obligations under this Agreement, except to the extent that such failure materially prejudices the rights of the Company. In any Proceeding, Nominee shall have the right to retain his own counsel, but the fees and expenses of such counsel shall be at the expense of Nominee unless (i) the Company and Nominee shall have mutually agreed to the retention of such counsel or (ii) the named parties to the Proceeding (including any impleaded parties) include both Nominee and the Company and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Company shall not, in respect of the legal expenses of Nominee in connection with any Proceeding or related Proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for Nominee. The Company shall not be liable for any settlement of any Proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify Nominee from and against any loss or liability by reason of such settlement or judgment. The Company shall not settle any claim in any manner that would impose any penalty, obligation or limitation on Nominee (other than purely monetary expenses), or would contain language other than a recitation of any amounts to be paid in settlement, the fact of the settlement or the underlying claim relating to the settlement, that could be viewed, in the reasonable discretion of Nominee, as an acknowledgement of wrongdoing on the part of Nominee or as detrimental to the reputation of Nominee, without Nominee’s prior written consent.

     (c) Nominee’s right to indemnification in this Section 7 shall include the right of Nominee to be advanced by the Company any expenses incurred in connection with any indemnifiable Proceeding as such expenses are incurred by Nominee.

     (d) The indemnity provisions contained in this Section 7 shall remain operative and in full force and effect regardless of the occurrence of the Expiration Date.

     8. Miscellaneous.

     (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

     (b) Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to the nomination of Nominee by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

     (c) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

     (d) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

     (e) Assignment. This Agreement shall not be assignable by Nominee or by the Company.

     (f) Arbitration. At the request of either party hereto, any dispute between the parties to this Agreement arising from or relating to the terms of this Agreement or the retention of Nominee by the Company shall be submitted to arbitration in San Jose, California under the auspices of the American Arbitration Association.

     (g) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns.

     (h) Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as set forth on the execution page of this Agreement; provided that all notices to the Company shall be directed to the attention of [Notice Information], or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

     (i) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties hereto have duly executed this Nomination Agreement as of the day and year first above written.

[NAME OF NOMINEE]
SELIGMAN SPECTRUM FOCUS (MASTER) FUND
By:
	Name:
	Title: