0001193125-04-021632 Sample Contracts

GENESIS MICROCHIP INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • February 13th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of February 4, 2004 (the “Effective Date”), by and between Michael E. Healy (the “Employee”) and Genesis Microchip Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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GENESIS MICROCHIP INC. OPTION EXCHANGE AGREEMENT
Option Exchange Agreement • February 13th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices

This Option Exchange Agreement (the “Agreement”) is being offered as of December 1, 2003 (the “Offering Date”) to Raphael Mehrbians (the “Executive”) by Genesis Microchip Inc. (the “Company”). If accepted by the Executive, this Agreement will become effective at 5:00 p.m., Pacific Time, on the date that is twenty (20) Business Days (as defined below) after the Offering Date (the “Effective Date”) unless the Executive withdraws his acceptance of this Agreement prior to the Effective Date. This Agreement must be accepted by the Executive prior to the Effective Date or shall be null and void and shall have no further force and effect.

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