GENESIS MICROCHIP INC. and MELLON INVESTOR SERVICES L.L.C Rights Agent PREFERRED STOCK RIGHTS AGREEMENT Dated as of June 27, 2002Preferred Stock Rights Agreement • August 5th, 2002 • Genesis Microchip Inc /De • Services-computer programming services • New York
This Preferred Stock Rights Agreement is dated as of June 27, 2002, between Genesis Microchip Inc., a Delaware corporation (the “Company”), and Mellon Investor Services L.L.C. (the “Rights Agent”).
EXHIBIT 10.2 March 18, 2002 Eric Erdman 14 Paul St. Thornhill, ON L3T 2H4 Dear Eric: 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...Genesis Microchip Inc /De • July 1st, 2002 • Services-computer programming services
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.
GENESIS MICROCHIP INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 8th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of November 5, 2007 (the “Effective Date”), by and between Rick Martig (“Executive”) and Genesis Microchip Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • October 23rd, 2006 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Separation Agreement and Release (this “Agreement”) is made by and between Genesis Microchip Inc. (including any company or organization that Genesis Microchip Inc. has acquired in the past and any subsidiary or affiliate of Genesis Microchip Inc.) (the “Company”), and Raphael Mehrbians (“Executive”) (collectively referred to as the “Parties”):
GENESIS MICROCHIP INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between Genesis Microchip Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF OPINION OF STIKEMAN ELLIOTT [LETTERHEAD OF STIKEMAN ELLIOTT]Genesis Microchip Inc /De • December 21st, 2001 • Services-computer programming services
AGREEMENT AND PLAN OF MERGER among STMICROELECTRONICS N.V., SOPHIA ACQUISITION CORP. and GENESIS MICROCHIP INC. Dated as of December 10, 2007Agreement and Plan of Merger • December 13th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 10, 2007 (this “Agreement”), among STMICROELECTRONICS N.V., a limited liability company organized under the Laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands (“Parent”), SOPHIA ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and GENESIS MICROCHIP INC., a Delaware corporation (the “Company”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • August 6th, 2003 • Genesis Microchip Inc /De • Semiconductors & related devices • Delaware
This Termination and Release Agreement (this “Termination Agreement”) is made as of August 5, 2003, by and among Pixelworks, Inc., an Oregon corporation (“Pixelworks”), Genesis Microchip Inc., a Delaware corporation (“Genesis”), and Display Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Pixelworks (“Merger Sub”). Pixelworks, Genesis and Merger Sub are collectively referred to herein as the “Parties” and each individually as a “Party.” All capitalized terms used and not otherwise defined herein shall have the meanings given them in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • December 13th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • New York
This Amendment No. 2 (the “Amendment”), dated effective as of December 10, 2007, to the Preferred Stock Rights Agreement, dated as of June 27, 2002, as amended on March 16, 2003 (as so amended, the “Rights Agreement”), by and between Genesis Microchip Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (the “Rights Agent”), is being executed at the direction of the Company.
GENESIS MICROCHIP INC. CONSULTING AGREEMENTConsulting Agreement • June 20th, 2003 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Consulting Agreement (the “Agreement”) is entered into as of by and between Genesis Microchip Inc. (the “Company”) and Chandra Reddy (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
LEASE TERMINATION AGREEMENTLease Termination Agreement • June 20th, 2003 • Genesis Microchip Inc /De • Semiconductors & related devices • California
THIS LEASE TERMINATION AGREEMENT (“Agreement”) is made and entered into as of February 25, 2003 by and between 1601 McCarthy Boulevard, LLC, a California limited liability company (“Landlord”) and Sage, Inc., a Delaware corporation (“Sage” or “Tenant”).
Letterhead of Wilson Sonsini Goodrich & Rosati, Professional Corporation] January 7, 2002Genesis Microchip Inc /De • January 8th, 2002 • Services-computer programming services
GENESIS MICROCHIP INC. CHANGE OF CONTROL SEVERANCE AGREEMENTControl 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.
AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 17th, 2006 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This amendment to the Change of Control Severance Agreement (the “Amendment”) by and between Genesis Microchip Inc. (the “Company”) and Anders Frisk (the “Employee”) dated March 14, 2003 (the “Severance Agreement”) is entered into as of August 14, 2006. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the same meaning as in the Severance Agreement.
GENESIS MICROCHIP INC.Stock Option Agreement • October 18th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • Ontario
Unless otherwise defined herein, the terms defined in the 1997 Employee Stock Option Plan of the Company (the "Plan") shall have the same defined meanings in this Option Agreement.
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • December 22nd, 2006 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Settlement and License Agreement (“Agreement”) is entered into and made effective as of December 21, 2006 (the “Effective Date”), by and between Silicon Image, Inc. (“Silicon Image”), a Delaware corporation having its principal place of business at 1060 E. Arques Ave., Sunnyvale, CA 94085, for itself and its majority owned or controlled subsidiaries (collectively, “SIMG”), and Genesis Microchip Inc. (“Genesis”) a Delaware corporation with its principal place of business at 2150 Gold Street, Alviso, CA 95002, for itself and its majority owned or controlled subsidiaries (collectively, “GNSS”).
GENESIS MICROCHIP INC.International Stock Option Agreement • November 9th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
Letterhead of Stikeman Elliott]Genesis Microchip Inc /De • January 8th, 2002 • Services-computer programming services
GENESIS MICROCHIP INC. CONSULTING AGREEMENTConsulting Agreement • December 8th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Consulting Agreement (the “Agreement”) is entered into as of December 3, 2004 by and between Genesis Microchip Inc. (the “Company”) and Eric Erdman (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
AMENDMENT TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • March 31st, 2003 • Genesis Microchip Inc /De • Semiconductors & related devices • New York
This Amendment (the “Amendment”), dated effective as of March 16, 2003, to the Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of June 27, 2002, between Genesis Microchip Inc., a Delaware corporation (the “Company”), and Mellon Investor Services L.L.C. (the “Rights Agent”), is being executed at the direction of the Company.
AMENDMENT NO. 1 TO SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • November 15th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices
GENESIS MICROCHIP INC. (the “Company”) and CHANDRASHEKAR M. REDDY, having entered into a Separation Agreement and Release on January 3, 2003 (the “Agreement”), hereby amend the Agreement, effective as of November 10, 2004, as follows:
Genesis Microchip Inc. Employee Stock Purchase Plan Termination Notice January 15, 2008Genesis Microchip Inc /De • January 15th, 2008 • Semiconductors & related devices
As you may know, Genesis Microchip Inc. (“Genesis”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, STMicroelectronics N.V. (“STM”), and Sophia Acquisition Corporation whereby Genesis will become a wholly owned subsidiary of STM (the “Merger”). The purpose of this letter is to summarize briefly the treatment of your participation in the Genesis Microchip Inc. 2007 Employee Stock Purchase Plan (the “ESPP”) in connection with the Merger.
GENESIS MICROCHIP INC. INTERIM CEO EMPLOYMENT AGREEMENTInterim Ceo Employment Agreement • June 10th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Employment Agreement (the “Agreement”) is entered into by and between Genesis Microchip Inc. (the “Company”) and Eric Erdman (“Executive” and, together with the Company, the “Parties”) as of the latest date set forth on the signature page of this Agreement, effective as of the date set forth in Section 15 below.
SEPARATION AGREEMENT AND RELEASE RECITALSSeparation Agreement and Release • June 20th, 2003 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Separation Agreement and Release (the “Agreement”) is made by and between Chandrashekar M. Reddy (“Employee”) and Genesis Microchip Inc. (the “Company”) (jointly referred to as the “Parties”):
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • July 29th, 2003 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Settlement Agreement and Release (“Agreement”) is made by and between Genesis Microchip Inc. (including any company or organization that Genesis Microchip Inc. has acquired in the past and any subsidiary or affiliate of Genesis Microchip Inc.) (the “Company”), and James E. Donegan (“Employee”) (collectively referred to as the “Parties”).
SAGE, INC. SECOND AMENDED AND RESTATED 1997 STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • October 18th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices
GENESIS MICROCHIP INC. STOCK OPTION AGREEMENTNon-Employee Stock Option Plan • October 18th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • Nova Scotia
WHEREAS the Corporation desires to grant to the Optionee pursuant to the terms of the Corporation's 1997 Non-Employee Stock Option Plan (the "Plan") an option to purchase common shares in the capital of the Corporation ("Shares");
GENESIS MICROCHIP INC.Stock Option Agreement • November 9th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
GENESIS MICROCHIP INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • December 3rd, 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 November 29, 2004 (the “Effective Date”), by and between Elias Antoun (the “Employee”) and Genesis Microchip Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
LEASE DATED AUGUST 28, 2006 BY AND BETWEEN Transamerica Occidental Life Insurance Company, an Iowa corporation as Landlord and Genesis Microchip, Inc., a Delaware corporation as Tenant AFFECTING PREMISES COMMONLY KNOWN AS 2525 Augustine Drive, Santa...Genesis Microchip Inc /De • September 19th, 2006 • Semiconductors & related devices • California
This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 14th, 2002 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Settlement Agreement and Release (“Agreement”) is made by and between Genesis Microchip, Inc. (including any company or organization that Genesis Microchip, Inc. has acquired in the past and any subsidiary or affiliate of Genesis Microchip, Inc.) (the “Company”), and Amnon Fisher (“Employee”).
GENESIS MICROCHIP INC. OPTION EXCHANGE AGREEMENTOption 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.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • December 8th, 2004 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Genesis Microchip Inc. (including any company or organization that Genesis Microchip Inc. has acquired in the past and any subsidiary or affiliate of Genesis Microchip Inc.) (the “Company”), and Eric Erdman (“Executive”) (collectively referred to as the “Parties”):
GENESIS MICROCHIP INC. CHANGE OF CONTROL SEVERANCE AGREEMENTControl Severance Agreement • September 18th, 2006 • Genesis Microchip Inc /De • Semiconductors & related devices • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of September 12, 2006 (the “Effective Date”), by and between Hildy Shandell (the “Employee”) and Genesis Microchip Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
GENESIS MICROCHIP INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 7th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 2, 2007, by and between Genesis Microchip Inc., a Delaware corporation (the “Company”), and _________________________ (“Indemnitee”).
