EXHIBIT 10.2
March 18, 2002
Xxxx Xxxxxx
00 Xxxx Xx.
Xxxxxxxxx, XX
X0X 0X0
Dear Xxxx:
This letter is to confirm our verbal discussions that Genesis Microchip is
interested in having you once again assume the position of Vice President,
Finance & Chief Financial Officer of Genesis Microchip, reporting to me. This
offer is conditioned upon your agreement that (1) the settlement agreement you
entered into with Genesis Microchip dated February 14, 2002, is null and void
and that any on-going payments associated with that agreement are immediately
ended; and (2) the General Release signed on February 18/th/, 2002 is also null
and void. However, the confidentiality agreement that you signed on July 24,
1995 (the "Confidentiality Agreement") will remain in full force and effect.
If you decide to resume your duties as Vice President, Finance & Chief Financial
Officer effective March 18, 2002, your annual base salary will be increased to
$320,000 (Canadian Dollars). You will continue to be eligible to receive other
employee benefits, including your $400 (Canadian Dollars) monthly car allowance
and your earned corporate bonus for fiscal year 2002.
In addition, if you decide to assume the position of Vice President, Finance &
Chief Financial Officer, it will be recommended that the Company's Board of
Directors grant you an option to purchase 100,000 shares of the Company's Common
Stock.
The Company is excited about your rejoining Genesis Microchip and looks forward
to a beneficial and productive relationship. However, if for any reason other
than gross misconduct or voluntary resignation, you are removed from the
position of Vice President Finance & Chief Financial Officer, and are not
offered an alternate position that you accept, you will be entitled to the
following severance benefits, contingent upon your agreement to sign a General
Release of claims in a form acceptable to Genesis:
- You will be paid the equivalent of 12 months of your then current base
salary, less withholdings.
Xxxx Xxxxxx
March 18, 2002
Page 2 of 2
- Except for long-term disability coverage, your Company-provided health
benefits will continue until the earlier of 12 months from your date
of termination or the date you secure alternative employment.
- Any unvested stock options will immediately vest and you would
have up to 18 months to exercise them.
- Your corporate bonus target will be paid as if you had achieved 100% of the
plan's objectives but be prorated based upon the number of months you were
employed during the then current fiscal year.
- By accepting this offer, you agree that the severance benefits described
above are the full and complete entitlement you will receive as a result of
your termination of employment and are in lieu of any entitlements under
Canadian law or other Company policy in place at the time of termination of
your employment.
To accept the Company's offer, please sign and date this letter in the space
provided below. This letter, the confidentiality agreement and any agreements
relating to proprietary rights between you and the Company, set forth the terms
of your employment with the Company and supersede any prior representations or
agreements including, but not limited to, any representations made during your
recruitment, interviews or pre-employment negotiations, whether written or oral.
Any written stock option agreements provided to you previously in your position
as Vice President, Finance & Chief Financial Officer of Genesis Microchip remain
in full force and effect. This letter may not be modified or amended except by a
written agreement signed by the President of the Company and you.
Xxxx, I look forward to working closely with you again as our CFO.
Sincerely,
Xxxxx Xxxxxx
President & CEO
================================================================================
Agreed:
/s/ Xxxx Xxxxxx March 18, 2002
------------------------------ -------------------------------
Xxxx Xxxxxx Date
