Exhibit
      10.1

     

    


    GENESIS
      MICROCHIP INC.

    


    INDEMNIFICATION
      AGREEMENT

     

    This
      Indemnification Agreement (“Agreement”)
      is
      made as of March 2, 2007, by and between Genesis Microchip Inc., a Delaware
      corporation (the “Company”),
      and
      _________________________ (“Indemnitee”).

     

    Recitals

     

    A. The
      Company desires to attract and retain qualified directors, officers, employees
      and other agents, and to provide them with protection against liability and
      expenses incurred while acting in that capacity;

     

    B. The
      Certificate of Incorporation and Bylaws of the Company contain provisions for
      indemnifying directors and officers of the Company, and the Certificate of
      Incorporation, Bylaws and Delaware law contemplate that separate contracts
      may
      be entered into between the Company and its directors and officers, employees
      and other agents with respect to their indemnification by the Company, which
      contracts may provide greater protection than is afforded by the Certificate
      of
      Incorporation and Bylaws;

     

    C. The
      Company understands that Indemnitee has reservations about serving or continuing
      to serve the Company without adequate protection against personal liability
      arising from such service, and that it is also of critical importance to
      Indemnitee that adequate provision be made for advancing costs and expenses
      of
      legal defense; and

     

    D. The
      Board
      of Directors of the Company has approved as being in the best interests of
      the
      Company indemnity contracts substantially in the form of this Agreement for
      directors and officers of the Company and its subsidiaries and for certain
      other
      employees and agents of the Company designated by the Board of
      Directors.

     

    NOW,
      THEREFORE, in order to induce Indemnitee to serve or to continue to serve as
      a
      director and/or officer of the Company, and in consideration of Indemnitee’s
      service to the Company, the parties agree as follows:

     

    1. Contractual
      Indemnity.
      In
      addition to the indemnification provisions of the Certificate of Incorporation
      and Bylaws of the Company, the Company hereby agrees, subject to the limitations
      of Sections 2 and 5 hereof:

     

    (a) To
      indemnify, defend and hold Indemnitee harmless to the greatest extent possible
      under applicable law from and against any and all judgments, fines, penalties,
      amounts paid in settlement and any other amounts reasonably incurred or suffered
      by Indemnitee (including attorneys’ fees) in connection with any threatened,
      pending or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative, and whether formal or informal, including
      an
      action by or in the right of the Company, to which Indemnitee is, was or at
      any
      time becomes a party or
      witness or other participant, or is threatened to be or in good faith believes
      will be made a party, by reason of the fact that Indemnitee is, was or at any
      time becomes a director, officer, employee or agent of the Company or is or
      was
      serving or at any time serves at the request of the Company as a director,
      officer, employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise (collectively referred to hereafter as a “Claim”),
      whether or not arising prior to the date of this Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) To
      pay
      any and all expenses reasonably incurred by Indemnitee in defending any Claim
      or
      Claims (including reasonable attorneys’ fees and other reasonable costs of
      investigation and defense) (the “Expenses”), as the same are incurred and in
      advance of the final disposition of any such Claim or Claims (it being
      understood that amounts actually paid in settlement of any such action or
      proceeding shall not be treated as Expenses under this Agreement and such
      amounts actually paid in settlement shall be treated as set forth in Section
      4(c) of this Agreement). The execution of this agreement constitutes an
      undertaking by Indemnitee to reimburse such amounts if it shall be ultimately
      determined that Indemnitee (i) is not entitled to be indemnified by the
      Company under this Agreement, and (ii) is not entitled to be indemnified by
      the Company under the Certificate of Incorporation or the Bylaws of the Company
      or under applicable law. The advances to be made hereunder shall be paid by
      the
      Company to Indemnitee within twenty (20) days following receipt by the
      Company of a written request therefor from Indemnitee. Indemnitee’s obligation
      to reimburse the Company for the Expenses so advanced shall be unsecured and
      no
      interest shall be charged thereon.

     

    The
      termination of any action or proceeding by judgment, order, settlement,
      conviction, or upon a plea of nolo
      contendere
      or its
      equivalent, shall not, of itself, create a presumption that (i) Indemnitee
      did not act in good faith and in a manner which Indemnitee reasonably believed
      to be in the best interests of the Company, or (ii) with respect to any
      criminal action or proceeding, Indemnitee had reasonable cause to believe that
      Indemnitee’s conduct was unlawful.

     

    2. Limitations
      on Contractual Indemnity.
      Any
      other provision herein to the contrary notwithstanding, the Company shall not
      be
      obligated pursuant to the terms of this Agreement: 

     

    (a) To
      indemnify or advance Expenses to the Indemnitee 

     

    (i) If
      a
      court of competent jurisdiction, by final judgment or decree, shall determine
      that (i) the Claim or Claims in respect of which indemnity is sought arise
      from Indemnitee’s fraudulent, dishonest or willful misconduct, or (ii) such
      indemnity is not permitted under applicable law; 

     

    (ii) with
      respect to proceedings or claims initiated or brought voluntarily by Indemnitee
      and not by way of defense, except (i) with respect to proceedings brought
      in good faith to establish or enforce a right to indemnification or advancement
      under this Agreement or any other statute or law, or (ii) at the Company’s
      discretion, in specific cases if the Board of Directors of the Company has
      approved the initiation or bringing of such suit; 

     

    
      
         

      

      
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    (iii) for
      Expenses or liabilities of any type whatsoever (including, but not limited
      to,
      judgments, fines, ERISA excise taxes or penalties, and amounts paid in
      settlement) which have been paid directly to Indemnitee by an insurance carrier
      under a policy of directors’ and officers’ liability insurance maintained by the
      Company; or 

     

    (iv) if
      the
      Indemnitee shall have entered a plea of guilty or nolo contendere, or an
      equivalent plea acknowledging guilt with respect to any Claim for which
      advancement of Expenses are being sought;

     

    or

     

    (b) to
      indemnify the Indemnitee:

     

    (i) on
      account of any suit in which judgment is rendered for an accounting of profits
      made from the purchase or sale by Indemnitee of securities of the Company in
      violation of the provisions of Section 16(b) of the Securities Exchange Act
      of 1934 and amendments thereto or similar provisions of any federal, state
      or
      local statutory law; 

     

    (ii) for
      any
      acts or omissions or transactions from which a director may not be relieved
      of
      liability under the Delaware General Corporation Law; or

     

    (iii) on
      account of any suit in which Indemnitee is adjudged to have misused or
      misappropriated non-public information, or otherwise misused Indemnitee’s status
      as an “insider” of the Company, in connection with any purchase or sale by
      Indemnitee of securities of the Company.

     

    3. Continuation
      of Contractual Indemnity.
      Subject
      to the termination provisions of Section 11, all agreements and obligations
      of the Company contained herein shall continue for so long as Indemnitee shall
      be subject to any possible action, suit, proceeding or other assertion of a
      Claim or Claims.

     

    4. Notification
      and Defense of Claim.
      If any
      action, suit, proceeding or other Claim is brought against Indemnitee in respect
      of which indemnity may be sought under this Agreement:

     

    (a) Indemnitee
      will promptly notify the Company in writing of the commencement thereof, and
      the
      Company and any other indemnifying party similarly notified will be entitled
      to
      participate therein at its own expense or to assume the defense thereof and
      to
      employ counsel reasonably satisfactory to Indemnitee. Notice to the Company
      shall be directed to the Chief Executive Officer of the Company at the address
      shown on the signature page of this Agreement (or such other address as the
      Company shall designate in writing to Indemnitee). Notice shall be deemed
      received three (3) business days after the date postmarked if sent by
      domestic certified or registered mail, properly addressed; otherwise notice
      shall be deemed received when such notice shall actually be received by the
      Company. The omission to notify the Company will not relieve the Company from
      any liability that it may have to Indemnitee, except that the Company shall
      not
      be liable to indemnify the Indemnitee under this Agreement with regard to any
      judicial award if the Company was not given a reasonable and timely opportunity
      as a result of Indemnitees’ failure to provide notice, at its expense, to
      participate in the defense of such action, and the lack of such notice
      materially prejudiced the Company’s ability to participate in defense of such
      action. The Company’s liability hereunder shall not be excused if participation
      in the defense of the Claim by the Company was barred by this
      Agreement.

     

    
      
         

      

      
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    (b) Indemnitee
      shall have the right to employ its own counsel in connection with any such
      Claim
      and to participate in the defense thereof, but the fees and expenses of such
      counsel shall be at the expense of Indemnitee unless (i) the Company shall
      not have assumed the defense of the Claim and employed counsel for such defense,
      or (ii)  the Indemnitee shall have reasonably concluded that joint
      representation is inappropriate under applicable standards of professional
      conduct due to a material conflict of interest between Indemnitee and the
      Company or the other joint clients of employed counsel. In either of these
      events the reasonable fees and expenses of such counsel to the Indemnitee shall
      be borne by the Company. However, in no event will the Company be obligated
      to
      pay the fees or expenses of more than one firm of attorneys representing
      Indemnitee and any other agents of the Company in connection with any one Claim
      or separate but substantially similar or related Claims in the same jurisdiction
      arising out of the same general allegations or circumstances.

     

    (c) The
      Company shall not be liable to indemnify Indemnitee for any amounts paid in
      settlement of any Claim effected without the Company’s written consent, and the
      Company shall not settle any Claim in a manner which would impose any penalty
      or
      limitation on Indemnitee without Indemnitee’s written consent; provided,
      however, that neither the Company nor Indemnitee will unreasonably withhold
      its
      consent to any proposed settlement and, provided further, that if a claim is
      settled by the Indemnitee with the Company’s written consent, or if there be a
      final judgment or decree for the plaintiff in connection with the Claim by
      a
      court of competent jurisdiction, the Company shall indemnify and hold harmless
      Indemnitee from and against any and all losses, costs, Expenses and liabilities
      incurred by reason of such settlement or judgment.

     

    (d) Indemnitee
      shall give the Company such information and cooperation as it may reasonably
      require and as shall be within Indemnitee’s power.

     

    (e) Any
      indemnification provided for in Section 1(a) shall be made no later than
      forty-five (45) days after receipt of the written request of Indemnitee. If
      a Claim under this Agreement, under any statute, or under any provision of
      the
      Company’s Certificate of Incorporation or Bylaws providing for indemnification,
      is not paid in full by the Company within forty-five (45) days, or any
      advance of Expenses pursuant to Section 1(b) is not paid in full by the Company
      within twenty (20) days, after a written request for payment thereof has first
      been received by the Company, Indemnitee may, but need not, at any time
      thereafter bring an action against the Company to recover the unpaid amount
      of
      the claim and, subject to Sections 2 and 13 of this Agreement, Indemnitee
      shall also be entitled to be reimbursed for the Expenses (including attorneys’
fees) of bringing such action. It shall be a defense to any such action that
      Indemnitee has not met the standards of conduct which make it permissible under
      applicable law for the Company to indemnify Indemnitee for the amount claimed
      but the burden of proving such defense shall be on the Company, and Indemnitee
      shall be entitled to receive interim payments of Expenses pursuant to
      Subsection 1(b) unless and until such defense may be finally adjudicated by
      court order or judgment from which no further right of appeal exists or as
      otherwise restricted pursuant to this Agreement. It is the parties’ intention
      that if the Company contests Indemnitee’s right to indemnification, the question
      of Indemnitee’s right to indemnification shall be for the court to decide, and
      neither the failure of the Company (including its Board of Directors, any
      committee or subgroup of the Board of Directors, independent legal counsel,
      or
      its stockholders) to have made a determination that indemnification of
      Indemnitee is proper in the circumstances because Indemnitee has met the
      applicable standard of conduct required by applicable law, nor an actual
      determination by the Company (including its Board of Directors, any committee
      or
      subgroup of the Board of Directors, independent legal counsel, or its
      stockholders) that Indemnitee has not met such applicable standard of conduct,
      shall create a presumption that Indemnitee has or has not met the applicable
      standard of conduct.

     

    
      
         

      

      
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    (f) If,
      at
      the time of the receipt of a notice of a Claim, the Company has director and
      officer liability insurance in effect, the Company shall give prompt notice
      of
      the commencement of such proceeding to the insurers in accordance with the
      procedures set forth in the respective policies. The Company shall thereafter
      take all necessary or desirable action to cause such insurers to pay, on behalf
      of the Indemnitee, all amounts payable as a result of such proceeding in
      accordance with the terms of such policies.

     

    5. Scope.
      Notwithstanding any other provision of this Agreement, the Company hereby agrees
      to indemnify the Indemnitee against any Claim to the fullest extent permitted
      by
      law, notwithstanding that such indemnification is not specifically authorized
      by
      the other provisions of this Agreement, the Company’s Certificate of
      Incorporation, the Company’s Bylaws or by statute. In the event of any change,
      after the date of this Agreement, in any applicable law, statute or rule which
      expands the right of a Delaware corporation to indemnify a member of its board
      of directors, an officer or other corporate agent, such changes shall be,
ipso
      facto,
      within
      the purview of Indemnitee’s rights and Company’s obligations, under this
      Agreement. In the event of any change in any applicable law, statute, or rule
      which narrows the right of a Delaware corporation to indemnify a member of
      its
      Board of Directors, an officer, or other corporate agent, such changes, to
      the
      extent not otherwise required by applicable law to be applied to this Agreement,
      shall have no effect on this Agreement or the parties’ rights and obligations
      hereunder.

     

    6. Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the Expenses, judgments, fines or
      penalties actually or reasonably incurred by him in the investigation, defense,
      appeal or settlement of any civil or criminal action or proceeding, but not,
      however, for the total amount thereof, the Company shall nevertheless indemnify
      Indemnitee for the portion of such Expenses, judgments, fines or penalties
      to
      which Indemnitee is entitled.

     

    7. Public
      Policy.
      Both
      the Company and Indemnitee acknowledge that in certain instances, Federal law
      or
      a court of competent jurisdiction may prohibit the Company from indemnifying
      its
      directors and officers under this Agreement or otherwise. 

     

    
      
         

      

      
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    8. Insurance.
      

     

    (a) For
      the
      duration of Indemnitee’s service as a director or officer or other agent of the
      Company, and thereafter for so long as Indemnifee shall be subject to any
      pending or possible Claim, the Company shall use commercially reasonable efforts
      (taking into account the scope and amount of coverage available relative to
      the
      cost thereof) to cause to be maintained in effect policies of liability
      insurance providing coverage for directors and officers of the Company that
      are
      at least substantially comparable in scope and coverage to that provided by
      the
      Company’s current policies of directors’ and officers’ liability
      insurance.

     

    (b) The
      Company shall use reasonable efforts to require and cause any successor (whether
      direct or indirect by purchase, merger, consolidation, or otherwise) to all,
      substantially all, or a substantial part, of the business and/or assets of
      the
      Company (the “Change in Control”), by written agreement, to use commercially
      reasonable efforts to cause to be maintained in effect policies of liability
      insurance providing coverage for directors and officers of the Company that
      are
      at least substantially comparable in scope and coverage to that provided by
      the
      Company’s policies of directors’ and officers’ liability insurance in effect
      prior to the Change in Control for a period of six years following the Change
      in
      Control. 

     

    (c) If
      at the
      Company receives a notice of Claim the Company has liability insurance in effect
      which may cover the Claim, the Company shall (i) give prompt notice of the
      Claim
      to the insurers in accordance with the procedures set forth in the respective
      policies and (ii) take all necessary or desirable actions to cause such insurers
      to pay , on behalf of the Indemnitee, all amounts payable as a result of the
      Claim in accordance with the terms of the respective policies. 

     

    9. No
      Duplication of Payment.
      The
      Company shall not be liable under this Agreement to make any payment in
      connection with any Claim made against Indemnitee to the extent Indemnitee
      has
      otherwise actually received payment (under any insurance policy, provision
      of
      the Company's Certificate of Incorporation, Bylaw (as now or hereafter in
      effect) or otherwise) of the amounts otherwise indemnifiable
      hereunder.

     

    10. No
      Restrictions.
      The
      rights and remedies of Indemnitee under this Agreement shall not be deemed
      to
      exclude or impair any other rights or remedies to which Indemnitee may be
      entitled under the Certificate of Incorporation or Bylaws of the Company, or
      under any other agreement, provision of law or otherwise, nor shall anything
      contained herein restrict the right of the Company to indemnify Indemnitee
      in
      any proper case even though not specifically provided for in this Agreement,
      nor
      shall anything contained herein restrict Indemnitee’s right to contribution as
      may be available under applicable law.

     

    11. Termination.
      All of
      the Company’s obligations under this Agreement will continue as long as
      Indemnitee is subject to any actual or possible matter which is the subject
      of
      this Agreement, notwithstanding Indemnitee’s termination of service as an
      officer or director of the Company.

     

    
      
         

      

      
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    12. Severability.
      Each of
      the provisions of this Agreement is a separate and distinct agreement and
      independent of the others, so that if any provision hereof shall be held to
      be
      invalid or unenforceable for any reason, such invalidity or unenforceability
      shall not affect the validity or enforceability of the other provisions
      hereof.

     

    13. Further
      Assurances.
      The
      parties will do, execute and deliver, or will cause to be done, executed and
      delivered, all such further acts, documents and things as may be reasonably
      required for the purpose of giving effect to this Agreement and the transactions
      contemplated hereby.

     

    14. Acknowledgment.
      The
      Company expressly acknowledges that it has entered into this Agreement and
      assumed the obligations imposed on the Company hereunder in order to induce
      Indemnitee to serve or to continue to serve as an agent of the Company, and
      acknowledges that Indemnitee is relying on this Agreement in serving or
      continuing to serve in such capacity.

     

    15. Period
      of Limitations.
      No
      legal action shall be brought and no cause of action arising
      out of or related to the parties’ respective rights and obligations under this
      agreement
      shall be
      asserted by or on behalf of the Company or any affiliate of the Company against
      Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal
      representatives after the expiration of three (3) years from the date of accrual
      of such cause of action or such longer period as may be required by state law
      under the circumstances. Any claim or cause of action of the Company or its
      Affiliate shall be extinguished and deemed released unless asserted by the
      timely filing and notice of a legal action within such period; provided,
      however, that if any shorter period of limitations is otherwise applicable
      to
      any such cause of action, the shorter period shall govern.

     

    16. Construction
      of Certain Phrases.

     

    (a) “Company”:
      For
      purposes of this Agreement, references to the “Company” shall also include, in
      addition to the resulting corporation in any consolidation or merger to which
      the Company is a party, any constituent corporation (including any constituent
      of a constituent) absorbed in consolidation or merger which, if its separate
      existence had continued, would have had power and authority to indemnify its
      directors, officers, employees or agents, so that if Indemnitee is or was a
      director, officer, employee or agent of such constituent corporation, or is
      or
      was serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint venture,
      trust or other enterprise, Indemnitee shall stand in the same position under
      the
      provisions of this Agreement with respect to the resulting or surviving
      corporation as Indemnitee would have with respect to such constituent
      corporation if its separate existence had continued.

     

    (b) Benefit
      Plans:
      References to “fines” contained in this Agreement shall include any excise taxes
      assessed on Indemnitee with respect to an employee benefit plan; and references
      to “serving at the request of the Company” shall include any service as a
      director, officer, employee or agent of the Company which imposes duties on,
      or
      involves services by, such director, officer, employee or agent with respect
      to
      an employee benefit plan, its participants, or beneficiaries.

     

    
      
         

      

      
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    17. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original.

     

    18. Notice.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed duly given (i) if delivered by hand and
      receipted for by the party addressee, on the date of such receipt, or
      (ii) if mailed by domestic certified or registered mail with postage
      prepaid, on the third business day after the date postmarked. Addresses for
      notice to either party are as shown on the signature page of this Agreement,
      or
      as subsequently modified by written notice.

     

    19. Governing
      Law; Binding Effect; Amendment.

     

    (a) This
      Agreement shall be interpreted and enforced in accordance with the laws of
      the
      State of Delaware applicable to contracts entered into in Delaware.

     

    (b) This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto and their respective successors (including any direct
      or
      indirect successor by purchase, merger, consolidation, or otherwise to all
      or
      substantially all of the business and/or assets of the Company), assigns,
      spouses, heirs, and personal and legal representatives. The Company shall
      require and cause any successor (whether direct or indirect by purchase, merger,
      consolidation, or otherwise) to all, substantially all, or a substantial part,
      of the business and/or assets of the Company, by written agreement in form
      and
      substance satisfactory to Indemnitee, expressly to assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company would
      be required to perform if no such succession had taken place. The
      indemnification provided under this Agreement shall continue as to Indemnitee
      for any action taken or not taken while serving in an indemnified capacity
      pertaining to a Claim even though he may have ceased to serve in such capacity
      at the time of any Claim.

     

    (c) No
      amendment, modification, termination or cancellation of this Agreement shall
      be
      effective unless in writing signed by both parties hereto.

     

    20. No
      Construction as Employment Agreement.
      Nothing
      contained in this Agreement shall be construed as giving Indemnitee any right
      to
      be retained in the employ of the Company or any of its subsidiaries or
      affiliated entities. 

     

    21. Termination
      of Prior Agreement.
      The
      parties hereby agree that upon execution of this Agreement by the Company and
      the Indemnitee, any prior indemnification agreement between the parties shall
      be
      terminated and be of no further force and effect.

     

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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first above
      written.

     

    
      	 	 	 
	 	
              “COMPANY”

               

              
                GENESIS
                  MICROCHIP INC.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Elias
                Antoun

            
	 	
              President
                & Chief Executive Officer

            




    
      	 	 	 
	 	
              
                “INDEMNITEE”

              

            
	 	 
	 	Signature:
              _______________________________________
	 	 
	 	
              Name:
                ____________________________________________

            
	 	 
	 	Address:
              __________________________________________
	 	 
	 	
               __________________________________________

            


    

    


    
      
         

      

      
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