Offer Letter - Stephen J. Zadig



 Exhibit 10.9(i) 
 March 19, 2007 
 To: Steven J. Zadig 
 [Address] 
 Dear Steve: 
 On behalf of Telegent Systems USA, Inc., (the “Company”), I am pleased to offer you the position of Vice President of Operations at the Company. You will be working out of the Company’s
Sunnyvale office, under the guidance of Weijie Yun, the Company’s President and CEO. You will be responsible for overall operations for the Company. 
 1. Compensation. 
 a. Base Wage. In this exempt position, you will earn a
starting salary of $16,667 per month, which is equivalent to $200,000.00 on an annualized basis, subject to applicable tax withholding. Your salary will be payable semi-monthly pursuant to the Company’s regular payroll policy. 
 b. Performance Bonus. Your performance bonus for 2007 will be awarded pursuant to Exhibit A. Payment of your performance bonus is
contingent on your being employed by the Company as of December 31, 2007. 
 2. Employee Benefits. 
 a. Paid Time Off. You will be eligible to accrue up to 15 days of paid time off (PTO) per calendar year, pro-rated for the remainder of
this calendar year. 
 b. Group Plans. The Company will provide you with the opportunity to participate in the standard
benefits plans currently available to other similarly situated employees, including medical, dental and vision plans, subject to any eligibility requirements imposed by such plans. 
 3. Equity Award. 
 a. Stock Purchase Right. In connection with the commencement of your employment, the Company will recommend that the Board of Directors grant you the opportunity to purchase 285,000 shares (the
“Shares”) of the Company’s Ordinary Shares with an exercise price equal to the fair market value on the date of the grant. The Shares will vest at the rate of 25% of the total number of shares on the twelve (12) month anniversary of
your Vesting Commencement Date (as defined in the Stock Option Agreement to be executed between you and the Company, which date will be your Start Date, as defined below) and  1/48th of the total number of shares at the end of each one-month period thereafter. Vesting will, of course, depend on your continued
employment with the Company. The Company will have the right to purchase the unvested Shares at cost upon termination of your service to the Company. The stock purchase right will be subject to the terms of the Company’s 2004 Share Plan (the
“Plan”) and the Stock 








 
Purchase Agreement between you and the Company, including but not limited to a “lock-up” provision and a right of first refusal in favor of the Company. 
 4. Pre-employment Conditions. 
 a. Confidentiality Agreement. Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidential
Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality Agreement”), prior to or on your Start Date. 
 b. Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your
identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your Start Date, or our employment relationship with you may be terminated. 
 c. Verification of Information. This offer of employment is also contingent upon the successful verification of the information you
provided to the Company during your application process, as well as a general background check performed by the Company to confirm your suitability for employment. By accepting this offer of employment, you warrant that all information provided by
you is true and correct to the best of your knowledge, and you expressly release the Company from any claim or cause of action arising out of the Company’s verification of such information. 
 5. No Conflicting Obligations. You understand and agree that by accepting this offer of employment, you represent to the Company that
your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of
this letter or the Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or
entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the
confidentiality of proprietary information belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain
from having any contact with such persons until such time as any non-solicitation obligation expires. 
 6. General
Obligations. As an employee, you will be expected to adhere to the Company’s standards of professionalism, loyalty, integrity, honesty, reliability and respect for all. Please note that the Company is an equal opportunity employer. The
Company does not permit, and will not tolerate, the unlawful discrimination or harassment of any employees, consultants, or related third parties on the basis of sex, race, color, religion, age, national origin or ancestry, marital status, veteran
status, mental or physical disability or medical condition, sexual orientation, pregnancy, childbirth or related medical condition, or any other status protected by applicable law. Any questions regarding this EEO statement should be directed to
Human Resources. 
  

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 7. Employment: 
 a. At-will Employment. Your employment with the Company will be on an “at will” basis, meaning that either you
or the Company may terminate your employment at any time for any reason or no reason, without further obligation or liability. The Company also reserves the right to modify or amend the terms of your employment at any time for any reason. This
policy of at-will employment is the entire agreement as to the duration of your employment and may only be modified in an express written agreement signed by the Chief Executive Officer of the Company. 
 b. Involuntary Termination Following a Change of Control. In no way limiting the Company’s policy of employment
at-will (as described below), if your employment is terminated by the Company without Cause (as defined below), other than as a result of your death or disability, within 12 months following a Change of Control (as defined below), (i) you will be
entitled to continuation of your base salary for a period of six (6) months, less all applicable deductions and withholdings, and (ii) you will also be entitle to six (6) months of vesting of the Shares to be accelerated as of the date of
termination. As a condition to your receipt of such benefits, you are required to comply with your continuing obligations (including the return of any Company property), resign from all positions you hold with the Company, and execute the
Company’s standard form of release agreement releasing any claims you may have against the Company. 
 8. Definitions.

 a. Cause. For the purposes of this letter, “Cause” shall mean: 
  

	 	i)	your repeated failure to perform one or more of your essential duties and responsibilities to the Company; 

  

	 	ii)	gross dereliction of your duties which continues after written notice from the Company’s Board of Directors, specifying in reasonable detail the tasks which must be
accomplished and a timeline for their accomplishment to avoid termination for Cause; 

  

	 	iii)	your material violation of any Company policy; 

  

	 	iv)	your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the
Company; 

  

	 	v)	your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result
of your relationship with the Company; 

  

	 	vi)	your willful breach of any of your obligations under any written agreement or covenant with the Company; or your conviction of a felony. 

 b. Change of Control means the occurrence of any of the following events: 
  

	 	i)	The closing of a sale of all or substantially all of the assets of the Company; or 

  

	 	ii)	 The closing 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



  

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securities of the surviving entity) at least 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; or 


  

	 	iii)	Completion of a tender or exchange offer or other transaction or series of transactions resulting in less than a majority of the outstanding voting shares of the surviving
corporation being held, immediately after such transaction or series of transactions, by the holders of the voting shares of the Company outstanding immediately prior to such transaction or series of transactions. 

 We are all delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of the Company’s
offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated original copy of the Confidentiality Agreement, on or before March 22, 2007. The Company requests that you begin work in this new
position on or before April 2, 2007. Please indicate the date (either on or before the aforementioned date) on which you expect to begin work in the space provided below (the “Start Date”). This letter, together with the
Confidentiality Agreement, set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter will be governed by the laws of California, without regard to its conflict
of laws provisions. This letter may not be modified or amended except by a written agreement, signed by an officer of the Company. 
  

			
	Very truly yours,
	
	TELEGENT SYSTEMS USA, INC.
	
	Weijie Yun
		
	By:	 	 /s/ Weijie Yun

	Title:	 	President and CEO


  

	
	ACCEPTED AND AGREED:
	
	 Steve Zadig

	
	 /s/ Steve Zadig

	 Signature



			
		
	Date	 	 3/21/07



			
		
	 Anticipated Start Date: 
	 	 3/22/07


  

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 Exhibit A 
 2007 Performance Bonus