exv10w40






Exhibit 10.40



February 2, 2010




Christos Lagomichos




Eindhoven, Netherlands




Dear Christos,



We are pleased to make this offer of employment to you with Trident Microsystems, Inc. (“Trident”),
as the prospective successor-in-interest of NXP Greece USA, Inc. (“NXP US”), the entity through
which you hold valid L1A status. Effective upon and subject to the acquisition by Trident of the
digital TV and set top box product lines of NXP B.V., which is expected to occur on February 8,
2010, your position with Trident will be that of President, reporting to the Chief Executive
Officer. The details of this offer, including the compensation package, are as follows:





	1.	 	Your base salary will be US$628,000 per year, paid on a semi-monthly basis at a rate of
US$26,166.67.






	2.	 	You will be eligible to participate in Trident’s medical, dental, vision, and life insurance
programs.






	3.	 	You will be entitled to four (4) weeks of paid time off for each of the first three years of
service with Trident according to the company policy.






	4.	 	Upon the approval of the Compensation Committee of Trident’s Board of Directors
(“Compensation Committee”) following the close of the Trident-NXP transaction, you will be
granted the equity incentive awards described in Appendix A, subject to the terms set
forth therein.






	5.	 	You will be eligible to participate in Trident’s Executive Variable Compensation Plan and
your target variable compensation will be 100% of your annual base salary with the possibility
to earn up to 200% of your annual base salary, as described in Appendix B.






	6.	 	You will receive income tax protection on up to 20% of your base salary for the first two
years of employment with Trident.






	7.	 	You will be entitled to the relocation benefits in accordance with Trident’s policy. Trident
will reimburse you all incidental expenses incurred for your relocation up to a maximum of one
month of your base salary. Trident will provide you with company paid housing until six
months after your family relocates to the United States. Trident will also cover the rental
car expenses associated with your relocation until your family moves to the United States.






	8.	 	In the event that your employment with Trident is terminated without Cause, you will be
eligible to receive the applicable severance benefits set forth in Appendix C.






	9.	 	As a Section 16 Officer, in the event that your employment is terminated following a “Change
in Control” of Trident, you will be eligible to receive the applicable benefits set forth in
Trident’s Executive Change in Control Severance Plan, as amended from time to time, subject to
confirmation by Trident’s Compensation Committee.




 









 











February 2, 2010

Christos Lagomichos

Page 2 of 6





	10.	 	Trident undertakes to assist you in amending your current L1A status to reflect the transfer
of your employment from NXP US to Trident, subject to approval by the US immigration
authorities, to enable you to carry out your Trident duties in the United States. Trident
will also file the appropriate visa applications to enable your wife and son to obtain
dependent L2 status, subject to approval by the US immigration authorities. These filings
will be made at Trident’s expense.




Within three (3) days of the start of your employment, you will be required to complete the
following:





	•	 	You must provide acceptable documentation of proof of your eligibility to work in the
United States as required by the Immigration and Naturalization Act (I-9).






	•	 	Your employment with Trident is “at will”; it is for no specified term, and may be
terminated by you or Trident at any time, with or without cause or advance notice. As a
condition of your employment, you will be required to sign Trident’s standard form of
Employment, Proprietary Information and Invention Assignment Agreement.




Trident is a dynamic, fast growing company whose success depends upon the contributions of talented
individuals such as you. You can accept this offer by signing below, indicating your anticipated
start date, and returning this copy to me. Should you have any questions or if you need additional
information, please feel free to contact me at (408) 764-8844.



This offer of employment is contingent upon your ability to comply with the employment
authorization provisions of the Immigration & Naturalization Act. In addition, this offer is
conditioned upon your acceptance, in writing, by February 1, 2010.




Sincerely,




/s/ Sylvia
Summers Couder
 
Sylvia Summers Couder

Chief Executive Officer and President




 









 





February 2, 2010

Christos Lagomichos

Page 3 of 6




ACKNOWLEDGMENTS & ACCEPTANCE



I accept this employment offer with the understanding that it is not a contract for a fixed term or
specified period of time. I understand that my employment is voluntary, “at will” and can be
terminated either by me or by Trident at any time, with or without notice and with or without
cause, subject to the terms of this letter. The provisions stated in this offer letter supersede
all prior representations or agreements, whether written or oral. This offer letter may not be
modified or amended except by a written agreement, signed by an authorized officer of Trident and
me.




	 	 	 	 	 
	 
	/s/ Christos Lagomichos

	 	February 5, 2010
	 	February 8, 2010
	 

	 	 
	 	 
	Christos Lagomichos

	 	Date
	 	Anticipated Start Date






 









 





February 2, 2010

Christos Lagomichos

Page 4 of 6




Appendix A

Equity Incentive Award



Initial Hire-On Option Grant



Upon the approval of Trident’s Compensation Committee, following your employment start date with
Trident at the close of the Trident-NXP transaction, you will be granted a non-qualified stock
option to purchase 109,000 shares of Trident’s common stock at an exercise price per share equal to
the closing price of a share of Trident’s common stock on the Nasdaq Global Market on the effective
date of grant. The options will vest over a four-year period at the rate of one-fourth upon each
of the first four anniversaries of the grant date. Subject to your continued performance of
services with Trident through each respective vesting date, the shares subject to this stock option
will vest and become exercisable according to a vesting schedule determined by Trident’s
Compensation Committee. Your stock option will be granted under and subject to the terms and
conditions of Trident’s standard form of stock option agreement, which you will be required to sign
as a condition to receiving this option.




Performance-Based Restricted Stock Award



Upon the approval of Trident’s Compensation Committee, following your employment start date with
Trident at the close of the Trident-NXP transaction, you will be granted a performance-based
restricted stock award consisting of 187,500 shares of Trident’s common stock. The performance
metrics and correspondent vesting provisions of the performance shares will be determined prior to
the date of grant by Trident’s Compensation Committee. Your restricted stock award will be granted
under and subject to the terms and conditions of Trident’s standard form of restricted stock
agreement, as modified by this letter, which you will be required to sign as a condition to
receiving the award.




	 	 	 
	 
	/s/ Christos Lagomichos
 

Christos Lagomichos

	 	 






 









 





February 2, 2010

Christos Lagomichos

Page 5 of 6




Appendix B

Executive Variable Compensation Plan



You will be eligible to participate in Trident’s Executive Variable Compensation Plan at a target
rate of 100% of your annual base salary. Maximum potential payout is 200% of your annual base
salary.



The actual bonus, if any, you earn under the Executive Variable Compensation Plan will be based
upon Trident’s achievement of annual performance goals determined by the Board of Directors and/or
Compensation Committee of Trident. In addition, you must be an active employee on the date of the
bonus payment to be entitled to receive a bonus under the Executive Variable Compensation Plan.
The detailed terms and conditions of the Executive Variable Compensation Plan are defined yearly by
Trident’s Board of Directors and/or Compensation Committee and are subject to change at the Board
of Directors’ and/or Compensation Committee’s discretion from year to year.



The CY 2010 variable compensation plan (“CY 2010 Variable Plan”) is expected to fund at 50% of
target until Trident reaches profitability. The goals and metrics for the CY 2010 Variable Plan
are to be determined by the Board and will be shared in the future.




	 	 	 
	 
	/s/ Christos Lagomichos
 

Christos Lagomichos

	 	 






 









 





February 2, 2010

Christos Lagomichos

Page 6 of 6




Appendix C

Severance Benefits



Termination of Employment without Cause. Trident may terminate your employment at any time without
“Cause” (as defined in Trident’s policy). If Trident terminates your employment without Cause,
Trident will provide you with the payments and benefits described in this paragraph provided that
you have executed a general release of known and unknown claims in a form approved by Trident’s
legal counsel and the period for revocation of such release has lapsed without the release having
been revoked:




     (a) Payment in a lump-sum following such termination of employment in an amount equal to the
sum of (i) twenty-four (24) months of your base salary and (ii) an annual bonus earned through the
termination date of your employment in accordance with Appendix B. Your base salary and target
bonus rates for this purpose will be the amounts in effect immediately prior to your termination of
employment, disregarding any reduction in such rates which constitutes a condition with respect to
which you have resigned for Good Reason.



     (b) Trident will reimburse you for insurance premiums for up to twelve (12) months of COBRA
coverage. Such insurance premium reimbursement will be provided until the earlier of (i) twelve
(12) months following your employment termination date, or (ii) the date on which you first become
eligible to obtain other group health insurance coverage provided to you by a third party.



	 	 	 
	 
	/s/ Christos Lagomichos
 

Christos Lagomichos