Exhibit
      10.3

     

    GENESIS
      MICROCHIP INC.

     

    CHANGE
      OF CONTROL SEVERANCE AGREEMENT

     

    This
      Change of Control Severance Agreement (the “Agreement”) is made and entered into
      effective as of March
      2,
      2007
      (the
“Effective Date”), by and between Michael
      Healy
      (“Executive”) and Genesis Microchip Inc., a Delaware corporation (the
“Company”). Certain capitalized terms used in this Agreement are defined in
      Section 1 below.

     

    RECITALS

     

    A. It
      is
      expected that the Company from time to time will consider the possibility of
      a
      Change of Control. The Board of Directors of the Company (the “Board”)
      recognizes that such consideration can be a distraction to Executive and can
      cause Executive to consider alternative employment opportunities.

     

    B. The
      Board
      believes that it is in the best interests of the Company and its shareholders
      to
      provide Executive with an incentive to continue Executive’s employment and to
      maximize the value of the Company upon a Change of Control for the benefit
      of
      its shareholders.

     

    C. In
      order
      to provide Executive with enhanced financial security and sufficient
      encouragement to remain with the Company notwithstanding the possibility of
      a
      Change of Control, the Board believes that it is imperative to provide Executive
      with certain severance benefits upon Executive’s termination of employment
      following a Change of Control.

     

    AGREEMENT

     

    In
      consideration of the mutual covenants herein contained and the continued
      employment of Executive by the Company, the parties agree as
      follows:

     

    1. Definition
      of Terms.
      The
      following terms referred to in this Agreement will have the following
      meanings:

     

    (a) Cause.
“Cause”
      means (a) any act of dishonesty or fraud taken by Executive that is in
      connection with his or her responsibilities as an employee which is intended
      to
      result in substantial personal enrichment of Executive or
      which
      has a
      material
      and
      detrimental
      effect
      on the Company’s reputation or business; (b) Executive’s conviction of, or no
      contest plea to, a felony; (c) a willful act by Executive which constitutes
      misconduct and is injurious to the Company; (d) a material breach of the terms
      of any confidentiality, invention assignment or proprietary information
      agreement with the Company; or (e) continued violations by Executive of
      Executive’s obligations to the Company or written Company policies after there
      has been delivered to Executive a written demand for performance from the
      Company which describes the basis for the Company’s belief that Executive has
      not substantially performed his or her duties.

     

    
      
        
        

      

      
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    (b) Change
      of Control.
“Change
      of Control” means the occurrence of any of the following events: 

     

    (i) the
      approval by shareholders of the Company of a merger or consolidation of the
      Company with any other corporation, other than a merger or consolidation which
      would result in the voting securities of the Company outstanding immediately
      prior thereto continuing to represent (either by remaining outstanding or by
      being converted into voting securities of the surviving entity) more than fifty
      percent (50%) of the total voting power represented by the voting securities
      of
      the Company or such surviving entity outstanding immediately after such merger
      or consolidation;

     

    (ii) the
      approval by the shareholders of the Company of a plan of complete liquidation
      of
      the Company or an agreement for the sale or disposition by the Company of all
      or
      substantially all of the Company’s assets; 

     

    (iii) any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in
      Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
      representing 50% or more of the total voting power represented by the Company’s
      then outstanding voting securities; or

     

    (iv) a
      change
      in the composition of the Board, as a result of which fewer than a majority
      of
      the directors are Incumbent Directors. “Incumbent Directors” will mean directors
      who either (A) are directors of the Company as of the date hereof, or (B) are
      elected, or nominated for election, to the Board with the affirmative votes
      of
      at least a majority of those directors whose election or nomination was not
      in
      connection with any transactions described in subsections (i), (ii), or (iii)
      or
      in connection with an actual or threatened proxy contest relating to the
      election of directors of the Company.

     

    (c) Disability.
      “Disability” means that Executive has been unable to perform his or her Company
      duties as the result of his or her incapacity due to physical or mental illness,
      and such inability, at least twenty-six (26) weeks after its commencement or
      one
      hundred eighty (180) days in any consecutive twelve (12) month period, is
      determined to be total and permanent by a physician selected by the Company
      or
      its insurers and acceptable to Executive or Executive’s legal representative
      (such agreement as to acceptability not to be unreasonably withheld).
      Termination resulting from Disability may only be effected after at least thirty
      (30) days’ written notice by the Company of its intention to terminate
      Executive’s employment. In the event that Executive resumes the performance of
      substantially all of his or her duties hereunder before the termination of
      his
      or her employment becomes effective, the notice of intent to terminate will
      automatically be deemed to have been revoked.

     

    (d) Good
      Reason.
“Good
      Reason” means without Executive’s express written consent (a) a significant
      reduction of Executive’s duties, position or responsibilities relative to
      Executive’s duties, position or responsibilities in effect immediately prior to
      such reduction, or the removal of Executive from such position, duties and
      responsibilities, unless Executive is provided with comparable or greater
      duties, position and responsibilities; provided, however, that a reduction
      in
      duties, position or responsibilities solely by virtue of the Company being
      acquired and made part of a larger entity, whether as a subsidiary, business
      unit or otherwise (as, for example, when the Chief Financial Officer of the
      Company remains the Chief Financial Officer of the Company following a Change
      in
      Control where the Company becomes a wholly owned subsidiary of the acquiror,
      but
      is not made the Chief Financial Officer of the acquiring corporation) will
      not
      constitute “Good Reason;” (b) a reduction by the Company of Executive’s base
      salary as in effect immediately prior to such reduction, other than
      substantially similar reductions that are also applied to substantially similar
      employees of the Company; or (c) the imposition of a requirement for the
      relocation of Executive to a facility or location more than fifty (50) miles
      from Executive’s current work location.

     

    
      
        
        

      

      
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    (e) Termination
      Date.
      “Termination Date” will mean the effective date of any notice of termination
      delivered by one party to the other hereunder pursuant to Section 8(b) or
      otherwise.

     

    2. Term
      of Agreement.
      This
      Agreement is effective as of the Effective Date and will remain in effect
      through the second anniversary of the Effective Date, except in the event of
      a
      Change in Control during such term, in which case this Agreement will remain
      in
      effect through, and automatically terminate upon, the completion of all payments
      under the terms of this Agreement. No severance benefits will be paid under
      this
      Agreement with respect to any termination of employment effective after the
      date
      of the Agreement’s termination.

     

    3. At-Will
      Employment.
      The
      Company and Executive acknowledge that Executive’s employment is and will
      continue to be at-will, as defined under applicable law. If Executive’s
      employment terminates for any reason, Executive will not be entitled to any
      payments, benefits, damages, awards or compensation other than as provided
      by
      this Agreement, or as may otherwise be established under the Company’s then
      existing employee benefit plans or policies at the time of
      termination.

     

    4. Severance
      Benefits.

     

    (a) Termination
      Within Twelve Months Following a Change of Control.
      If
      within the twelve (12) month period following a Change of Control, the Company
      (or any parent or subsidiary of the Company) terminates Executive’s employment
      for reasons other than Cause, death or Disability or Executive resigns from
      such
      employment for Good Reason, then, subject to Executive complying with Section
      4(d), Executive will receive the following severance benefits from the
      Company:

     

    (i) Executive
      will be entitled to receive a lump sum cash payment equal to (a) one (1) year
      of
      Executive’s base salary, as in effect on the Termination Date, and (b) an amount
      representing Executive’s forgone annual bonus opportunity determined by
      multiplying 25% of Executive’s annual base salary, as in effect on the
      Termination Date, by a fraction with a numerator equal to the number of days
      between the start of the Company’s fiscal year during which the termination
      occurs and the Termination Date and a denominator equal to 365, with such
      amounts payable within thirty (30) days following the Termination
      Date.

     

    
      
        
        

      

      
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    (ii) Fifty
      percent (50%) of Executive’s then outstanding, unvested equity compensation
      awards will become fully vested and, if applicable, exercisable. The period
      over
      which such equity compensation awards may be exercised will be governed by
      the
      applicable provisions of the Company’s equity award plans and related equity
      award agreements.

     

    (iii) The
      Company will reimburse Executive for the premiums paid for the continued
      coverage of Executive (and any eligible dependents) under the Company’s medical,
      dental and vision plans at the same level of coverage in effect on the
      Termination Date until the earlier of (a) twelve (12) months after the
      Termination Date (provided Executive validly elects to continue coverage under
      the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (b) the date
      upon which Executive and Executive’s eligible dependents become covered under
      similar plans.

     

    (b) Termination
      Apart from a Change of Control.
      If
      Executive’s employment with the Company terminates prior to a Change of Control
      or after twelve (12) months following a Change of Control, then Executive will
      not be entitled to receive severance or other benefits hereunder, but may be
      eligible for those benefits (if any) as may then be established under the
      Company’s then existing severance and benefits plans and policies at the time of
      such termination or pursuant to a written agreement between Executive and the
      Company.

     

    (c) Accrued
      Wages and Vacation; Expenses.
      Without
      regard to the reason for, or the timing of, Executive’s termination of
      employment: (i) the Company will pay Executive any unpaid base salary due for
      periods prior to the Termination Date; (ii) the Company will pay Executive
      all
      of Executive’s accrued and unused vacation through the Termination Date; and
      (iii) following submission of proper expense reports by Executive, the Company
      will reimburse Executive for all expenses reasonably and necessarily incurred
      by
      Executive in connection with the business of the Company prior to the
      Termination Date. These payments will be made promptly upon termination and
      within the period of time mandated by law. 

     

    (d) Release
      and Non-Disparagement Agreement.
      As a
      condition to receiving severance benefits pursuant to Section 4(a) of this
      Agreement, Executive will be required to sign (and any such agreement must
      become effective) a waiver and release of all claims arising out of his or
      her
      employment with the Company and its subsidiaries and affiliates (including
      termination therefrom) and an agreement not to disparage the Company, its
      directors, or its executive officers, in a form reasonably satisfactory to
      the
      Company.

     

    5. Section
      409A.
      

     

    (a) Amendment.
      This
      Agreement will be deemed amended to the extent necessary to avoid imposition
      of
      any additional tax or income recognition prior to actual payment to Employee
      under Code Section 409A and any temporary or final Treasury Regulations and
      guidance promulgated thereunder and the parties agree to cooperate with each
      other and to take reasonably necessary or desirable steps in this
      regard.

     

    (b) Distributions.
      In the
      event that the Company determines that Section 409A of the Code, or its
      regulations and other guidance issued thereunder, would require the delay in
      the
      payment of any severance benefits under Section 4(a) to Executive in the event
      Executive is considered to be a “Specified Employee” (as defined below), the
      Company will, irrespective of any election to the contrary or any other term
      of
      the Agreement, delay the payment of severance benefits until the date which
      is
      at least six (6) months after the Termination Date. For the purposes of this
      Section 5(b), the term “Specified Employee” has the meaning given such term in
      Section 409A(a)(2)(B)(i) of the Code.

     

    
      
        
        

      

      
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    6. Limitation
      on Payments.
      In the
      event that the severance and other benefits provided for in this Agreement
      or
      otherwise payable to Executive (i) constitute “parachute payments” within the
      meaning of Section 280G of the Code, and (ii) would be subject to the excise
      tax
      imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s
      benefits under this Agreement will be either

     

    (a) delivered
      in full, or

     

    (b) delivered
      as to such lesser extent which would result in no portion of such benefits
      being
      subject to the Excise Tax,

     

    whichever
      of the foregoing amounts, taking into account the applicable federal, state
      and
      local income taxes and the Excise Tax, results in the receipt by Executive
      on an
      after-tax basis, of the greatest amount of benefits, notwithstanding that all
      or
      some portion of such benefits may be taxable under Section 4999 of the
      Code.

     

    Unless
      the Company and Executive otherwise agree in writing, any determination required
      under this Section will be made in writing by the Company’s independent public
      accountants (the “Accountants”), whose determination will be conclusive and
      binding upon Executive and the Company for all purposes. In the event of a
      reduction in benefits hereunder, Executive will be given the choice of which
      benefits to reduce. For purposes of making the calculations required by this
      Section, the Accountants may make reasonable assumptions and approximations
      concerning applicable taxes and may rely on reasonable, good faith
      interpretations concerning the application of Section 280G and 4999 of the
      Code.
      The Company and Executive will furnish to the Accountants such information
      and
      documents as the Accountants may reasonably request in order to make a
      determination under this Section. The Company will bear all costs the
      Accountants may reasonably incur in connection with any calculations
      contemplated by this Section.

     

    7. Successors.

     

    (a) Company’s
      Successors.
      Any
      successor to the Company (whether direct or indirect and whether by purchase,
      lease, merger, consolidation, liquidation or otherwise) to all or substantially
      all of the Company’s business and/or assets will assume the Company’s
      obligations under this Agreement and agree expressly to perform the Company’s
      obligations under this Agreement in the same manner and to the same extent
      as
      the Company would be required to perform such obligations in the absence of
      a
      succession. For all purposes under this Agreement, the term “Company” will
      include any successor to the Company’s business and/or assets which executes and
      delivers the assumption agreement described in this subsection (a) or which
      becomes bound by the terms of this Agreement by operation of law.

     

    
      
        
        

      

      
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    (b) Executive’s
      Successors.
      Without
      the written consent of the Company, Executive will not assign or transfer this
      Agreement or any right or obligation under this Agreement to any other person
      or
      entity. Notwithstanding the foregoing sentence, the terms of this Agreement
      and
      all rights of Executive hereunder will inure to the benefit of, and be
      enforceable by, Executive’s personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and
      legatees.

     

    8. Notices.

     

    (a) General.
      Notices
      and all other communications contemplated by this Agreement will be in writing
      and will be deemed to have been duly given when personally delivered or when
      mailed by U.S. registered or certified mail, return receipt requested and
      postage prepaid. In the case of Executive, mailed notices will be addressed
      to
      Executive at the home address which Executive most recently communicated to
      the
      Company in writing. In the case of the Company, mailed notices will be addressed
      to its corporate headquarters, and all notices will be directed to the attention
      of its Secretary.

     

    (b) Notice
      of Termination.
      Any
      termination by the Company for Cause or by Executive as a result of Good Reason
      will be communicated by a notice of termination to the other party hereto given
      in accordance with this Section. Such notice will indicate the specific
      termination provision in this Agreement relied upon, will set forth in
      reasonable detail the facts and circumstances claimed to provide a basis for
      termination under the provision so indicated, and will specify the Termination
      Date (which will be not more than 30 days after the giving of such notice).
      The
      failure by Executive to provide the notice or to include in the notice any
      fact
      or circumstance which contributes to a showing of Good Reason will not waive
      any
      right of Executive hereunder or preclude Executive from asserting such fact
      or
      circumstance in enforcing his rights hereunder.

     

    9. Arbitration.

     

    (a) Any
      dispute or controversy arising out of, relating to, or in connection with this
      Agreement, or the interpretation, validity, construction, performance, breach,
      or termination thereof, will be settled by binding arbitration to be held in
      Santa Clara, California, in accordance with the National Rules for the
      Resolution of Employment Disputes then in effect of the American Arbitration
      Association (the “Rules”). The arbitrator may grant injunctions or other relief
      in such dispute or controversy. The decision of the arbitrator will be final,
      conclusive and binding on the parties to the arbitration. Judgment may be
      entered on the arbitrator’s decision in any court having
      jurisdiction.

     

    (b) The
      arbitrator(s) will apply California law to the merits of any dispute or claim,
      without reference to conflicts of law rules. The arbitration proceedings will
      be
      governed by federal arbitration law and by the Rules, without reference to
      state
      arbitration law. Executive hereby consents to the personal jurisdiction of
      the
      state and federal courts located in California for any action or proceeding
      arising from or relating to this Agreement or relating to any arbitration in
      which the parties are participants.

     

    
      
        
        

      

      
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    (c) Executive
      understands that nothing in this Section modifies Executive’s at-will employment
      status. Either Executive or the Company can terminate the employment
      relationship at any time, with or without Cause.

     

    (d) EXECUTIVE
      HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE
      UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN
      CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION,
      PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES
      A
      WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
      DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP,
      INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:

     

    (i) ANY
      AND
      ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH
      EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING,
      BOTH
      EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS;
      NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL
      INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND
      DEFAMATION.

     

    (ii) ANY
      AND
      ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING,
      BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS
      ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS
      WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA
      FAIR
      EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et
      seq;

     

    (iii) ANY
      AND
      ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT
      OR EMPLOYMENT DISCRIMINATION.

     

    10. Miscellaneous
      Provisions.

     

    (a) Effect
      of Any Statutory Benefits.
      To the
      extent that any severance benefits are required to be paid to Executive upon
      termination of employment with the Company as a result of any requirement of
      law
      or any governmental entity in any applicable jurisdiction, the aggregate amount
      of severance benefits payable pursuant to Section 4 hereof will be reduced
      by
      such amount. 

     

    (b) No
      Duty to Mitigate.
      Executive will not be required to mitigate the amount of any payment
      contemplated by this Agreement, nor will any such payment be reduced by any
      earnings that Executive may receive from any other source.

     

    (c) Waiver.
      No
      provision of this Agreement may be modified, waived or discharged unless the
      modification, waiver or discharge is agreed to in writing and signed by
      Executive and by an authorized officer of the Company (other than Executive).
      No
      waiver by either party of any breach of, or of compliance with, any condition
      or
      provision of this Agreement by the other party will be considered a waiver
      of
      any other condition or provision or of the same condition or provision at
      another time.

     

    
      
        
        

      

      
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    (d) Integration.
      This
      Agreement and any outstanding agreements relating to Executive’s equity awards
      represent the entire agreement and understanding between the parties as to
      the
      subject matter herein and supersede all prior or contemporaneous agreements,
      whether written or oral, with respect to this Agreement and any stock option
      agreement or any restricted stock purchase agreement, provided,
      that,
      for clarification purposes, this Agreement will not affect any agreements
      between the Company and Executive regarding intellectual property matters or
      confidential information of the Company.

     

    (e) Choice
      of Law.
      The
      validity, interpretation, construction and performance of this Agreement will
      be
      governed by the internal substantive laws, but not the conflicts of law rules,
      of the State of California.

     

    (f) Severability.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      will not affect the validity or enforceability of any other provision hereof,
      which will remain in full force and effect.

     

    (g) Tax
      Withholding.
      All
      payments made pursuant to this Agreement will be subject to withholding of
      applicable income, employment and other taxes.

     

    (h) Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original, but all of which together will constitute one and the same
      instrument.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by its duly authorized officer, as of the day and year first above
      written.

     

    
      	 	 	 
	COMPANY: 	GENESIS MICROCHIP INC.
	 
 	 
 	 
 
	
            	By:  	/s/ Elias Antoun 
	 	
              Title: 
                

            	
              
President
&
CEO
	 	 	 
	 	
            	
            
	
              EXECUTIVE:

            	 	
              /s/
                Michael Healy

            
	 	 	
              

              Signature

            
	 	 	 
	 	 	
              Michael
                Healy

            
	 	 	
              
                

              

              Printed
                Name

            


    

     

    
      
        
        

      

      
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