GENESIS
        MICROCHIP INC.

       

      2007
        EQUITY INCENTIVE PLAN

       

      NOTICE
        OF GRANT OF STOCK OPTION 

       

      Unless
        otherwise defined herein, the terms defined in the Genesis Microchip Inc.
        2007
        Equity Incentive Plan (the “Plan”) will have the same defined meanings in this
        Notice of Grant of Stock Option (the “Notice of Grant”) and Terms and Conditions
        of Stock Option Grant, attached hereto as Exhibit
        A
        (together, the “Agreement”).

       

      
        	
                Participant:

              	 
	
                Address:

              	 
	 	 


      

       

      Participant
        has been granted an Option to purchase Common Stock of the Company, subject
        to
        the 

       

      

        
          	
                  terms
                    and conditions of the Plan and this Agreement as follows:

                	 
	
                  Grant
                    Number

                	 
	
                  Date
                    of Grant

                	 
	
                  Vesting
                    Commencement Date

                	 
	
                  Number
                    of Shares Granted

                	 
	
                  Exercise
                    Price per Share

                	
                  $

                
	
                  Total
                    Exercise Price

                	
                  $

                


        

      

       

      Type
        of
        Option                                     o
        Incentive Stock
        Option 

       

                              o
        Nonstatutory Stock
        Option 

       

      
        	
                Term/Expiration
                  Date

              	 
	
                Vesting
                  Schedule:

              	 


      

       

      Subject
        to accelerated vesting as set forth below or in the Plan, this Option will
        be
        exercisable, in whole or in part, in accordance with the following
        schedule:

       

      [Twenty-five
        percent (25%) of the Shares subject to the Option will vest twelve (12) months
        after the Vesting Commencement Date, and one forty-eighth (1/48th)
        of the Shares subject to the Option will vest each month thereafter on the
        same
        day of the month as the Vesting Commencement Date (and
        if there is no corresponding day, on the last day of the month),
        subject to Participant continuing to be a Service Provider through each such
        date.]
        

       

      
        
          
          

        

        
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      Termination
        Period:

       

      This
        Option will be exercisable for [three
        (3) months]
        after
        Participant ceases to be a Service Provider, unless such termination is due
        to
        Participant’s death or Disability, in which case this Option will be exercisable
        for [twelve
        (12) months]
        after
        Participant ceases to be a Service Provider. Notwithstanding the foregoing,
        in
        no event may this Option be exercised after the Term/Expiration Date as provided
        above and may be subject to earlier termination as provided in Section 14(c)
        of
        the Plan. 

       

      By
        Participant’s signature and the signature of the Company’s representative below,
        Participant and the Company agree that this Option is granted under and governed
        by the terms and conditions of the Plan and this Agreement. Participant has
        reviewed the Plan and this Agreement in their entirety, has had an opportunity
        to obtain the advice of counsel prior to executing this Agreement and fully
        understands all provisions of the Plan and Agreement. Participant hereby
        agrees
        to accept as binding, conclusive and final all decisions or interpretations
        of
        the Administrator upon any questions relating to the Plan and Agreement.
        Participant further agrees to notify the Company upon any change in the
        residence address indicated below.

       

      
        	PARTICIPANT     	 	 	
                GENESIS
                  MICROCHIP INC.

              
	 	 	 	 
	Signature	 	 	By
	 	 	 	 
	
              	 	 	
              
	Print
                Name	 	 	Title


      

      


       

      Address:      

      


      
        	 	 	 	 
	 	 	 	 
	
              	 	 	
              
	 	 	 	 


        
 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      TERMS
        AND CONDITIONS OF STOCK OPTION GRANT

       

      1.     Grant.
        The
        Company hereby grants to the Participant named in the Notice of Grant (the
        “Participant”) an option (the “Option”) to purchase the number of Shares, as set
        forth in the Notice of Grant, at the exercise price per Share set forth in
        the
        Notice of Grant (the “Exercise Price”), subject to all of the terms and
        conditions in this Agreement and the Plan, which is incorporated herein by
        reference. Subject to Section 19(c) of the Plan, in the event of a conflict
        between the terms and conditions of the Plan and the terms and conditions
        of
        this Agreement, the terms and conditions of the Plan will prevail.

       

      If
        designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
        Option is intended to qualify as an ISO under Section 422 of the Code. However,
        if this Option is intended to be an ISO, to the extent that it exceeds the
        $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory
        Stock
        Option (“NSO”).

       

      2.     Vesting
        Schedule.
        Except
        as provided in Section 3, the Option awarded by this Agreement will vest
        in
        accordance with the vesting provisions set forth in the Notice of Grant.
        Shares
        scheduled to vest on a certain date or upon the occurrence of a certain
        condition will not vest in Participant in accordance with any of the provisions
        of this Agreement, unless Participant will have been continuously a Service
        Provider from the Date of Grant until the date such vesting occurs.

       

      3.     Administrator
        Discretion.
        The
        Administrator, in its discretion, may accelerate the vesting of the balance,
        or
        some lesser portion of the balance, of the unvested Option at any time, subject
        to the terms of the Plan. If so accelerated, such Option will be considered
        as
        having vested as of the date specified by the Administrator.

       

      4.     Exercise
        of Option.
        This
        Option may be exercised only within the term set out in the Notice of Grant,
        and
        may be exercised during such term only in accordance with the Plan and the
        terms
        of this Agreement.

       

      This
        Option is exercisable by delivery of an exercise notice, in the form attached
        as
Exhibit
        B
        (the
“Exercise Notice”) or
        in a
        manner and pursuant to such procedures as the Administrator may
        determine,
        which
        will state the election to exercise the Option, the number of Shares in respect
        of which the Option is being exercised (the “Exercised Shares”), and such other
        representations and agreements as may be required by the Company pursuant
        to the
        provisions of the Plan. The Exercise Notice will be completed by Participant
        and
        delivered to the Company. The Exercise Notice will be accompanied by payment
        of
        the aggregate Exercise Price as to all Exercised Shares together with any
        applicable tax withholding. This Option will be deemed to be exercised upon
        receipt by the Company of such fully executed Exercise Notice accompanied
        by
        such aggregate Exercise Price. 

       

      5.     Method
        of Payment.
        Payment
        of the aggregate Exercise Price will be by any of the following, or a
        combination thereof, at the election of Participant:

       

      (a)     cash;
        

       

      
        
          
          

        

        
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      (b)     check;
        

       

      (c)     consideration
        received by the Company under a formal cashless exercise program adopted
        by the
        Company in connection with the Plan; or

       

      (d)     surrender
        of other Shares which have a Fair Market Value on the date of surrender equal
        to
        the aggregate Exercise Price of the Exercised Shares, provided that accepting
        such Shares, in the sole discretion of the Administrator, will not result
        in any
        adverse accounting consequences to the Company.

       

      6.     Tax
        Obligations.
        

       

      (a)     Withholding
        of Taxes.
        Notwithstanding
        any contrary provision of this Agreement, no certificate representing the
        Shares
        will be issued to Participant, unless and until satisfactory arrangements
        (as
        determined by the Administrator) will have been made by Participant with
        respect
        to the payment of income, employment and other taxes which the Company
        determines must be withheld with respect to such Shares. To the extent
        determined appropriate by the Company in its discretion, it will have the
        right
        (but not the obligation) to satisfy any tax withholding obligations by reducing
        the number of Shares otherwise deliverable to Participant. If Participant
        fails
        to make satisfactory arrangements for the payment of any required tax
        withholding obligations hereunder at the time of the Option exercise,
Participant
        acknowledges and agrees that the Company may refuse to honor the exercise
        and
        refuse to deliver Shares if such withholding amounts are not delivered at
        the
        time of exercise.

       

      (b)     Notice
        of Disqualifying Disposition of ISO Shares.
        If the
        Option granted to Participant herein is an ISO, and if Participant sells
        or
        otherwise disposes of any of the Shares acquired pursuant to the ISO on or
        before the later of (i) the date two (2) years after the Grant Date, or (ii)
        the
        date one (1) year after the date of exercise, Participant will immediately
        notify the Company in writing of such disposition. Participant agrees that
        Participant may be subject to income tax withholding by the Company on the
        compensation income recognized by Participant.

       

      (c)     Code
        Section 409A.
        Under
        Code Section 409A, an option that vests after December 31, 2004 that was
        granted
        with a per Share exercise price that is determined by the Internal Revenue
        Service (the “IRS”) to be less than the Fair Market Value of a Share on the date
        of grant (a “Discount Option”) may be considered “deferred compensation.” A
        Discount Option may result in (i) income recognition by Participant prior
        to the
        exercise of the option, (ii) an additional twenty percent (20%) federal income
        tax, and (iii) potential penalty and interest charges. The Discount Option
        may
        also result in additional state income, penalty and interest charges to the
        Participant. Participant acknowledges that the Company cannot and has not
        guaranteed that the IRS will agree that the per Share exercise price of this
        Option equals or exceeds the Fair Market Value of a Share on the Date of
        Grant
        in a later examination. Participant agrees that if the IRS determines that
        the
        Option was granted with a per Share exercise price that was less than the
        Fair
        Market Value of a Share on the date of grant, Participant will be solely
        responsible for Participant’s costs related to such a
        determination.

       

      
        
          
          

        

        
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      7.     Rights
        as Stockholder.
        Neither
        Participant nor any person claiming under or through Participant will have
        any
        of the rights or privileges of a stockholder of the Company in respect of
        any
        Shares deliverable hereunder unless and until certificates representing such
        Shares will have been issued, recorded on the records of the Company or its
        transfer agents or registrars, and delivered to Participant. After such
        issuance, recordation and delivery, Participant will have all the rights
        of a
        stockholder of the Company with respect to voting such Shares and receipt
        of
        dividends and distributions on such Shares.

       

      8.     No
        Guarantee of Continued Service.
        PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
        THE
        VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
        AT
        THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
        PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION
        OR
        ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
        THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
        SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
        ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD,
        OR AT
        ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF
        THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT)
        TO
        TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
        WITHOUT CAUSE.

       

      9.     Address
        for Notices.
        Any
        notice to be given to the Company under the terms of this Agreement will
        be
        addressed to the Company, in care of its Vice President, Human Resources
        at
        Genesis Microchip Inc., 2525
        Augustine Drive, Santa Clara,
        California, 95054, or at such other address as the Company may hereafter
        designate in writing.

       

      10.     Grant
        is Not Transferable.
        This
        Option may not be transferred in any manner otherwise than by will or by
        the
        laws of descent or distribution and may be exercised during the lifetime
        of
        Participant only by Participant. 

       

      11.     Binding
        Agreement.
        Subject
        to the limitation on the transferability of this grant contained herein,
        this
        Agreement will be binding upon and inure to the benefit of the heirs, legatees,
        legal representatives, successors and assigns of the parties
        hereto.

       

      12.     Additional
        Conditions to Issuance of Stock.
        If at
        any time the Company will determine, in its discretion, that the listing,
        registration or qualification of the Shares upon any securities exchange
        or
        under any state or federal law, or the consent or approval of any governmental
        regulatory authority is necessary or desirable as a condition to the issuance
        of
        Shares to Participant (or his or her estate), such issuance will not occur
        unless and until such listing, registration, qualification, consent or approval
        will have been effected or obtained free of any conditions not acceptable
        to the
        Company. The Company will make all reasonable efforts to meet the requirements
        of any such state or federal law or securities exchange and to obtain any
        such
        consent or approval of any such governmental authority. Assuming such
        compliance, for income tax purposes the Exercised Shares will be considered
        transferred to Participant on the date the Option is exercised with respect
        to
        such Exercised Shares.

       

      
        
          
          

        

        
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      13.     Plan
        Governs.
        This
        Agreement is subject to all terms and provisions of the Plan. In the event
        of a
        conflict between one or more provisions of this Agreement and one or more
        provisions of the Plan, the provisions of the Plan will govern. Capitalized
        terms used and not defined in this Agreement will have the meaning set forth
        in
        the Plan.

       

      14.     Administrator
        Authority.
        The
        Administrator will have the power to interpret the Plan and this Agreement
        and
        to adopt such rules for the administration, interpretation and application
        of
        the Plan as are consistent therewith and to interpret or revoke any such
        rules
        (including, but not limited to, the determination of whether or not any Shares
        subject to the Option have vested). All actions taken and all interpretations
        and determinations made by the Administrator in good faith will be final
        and
        binding upon Participant, the Company and all other interested persons. No
        member of the Administrator will be personally liable for any action,
        determination or interpretation made in good faith with respect to the Plan
        or
        this Agreement.

       

      15.     Electronic
        Delivery.
        The
        Company may, in its sole discretion, decide to deliver any documents related
        to
Options
        awarded
        under the Plan or future Options
        that may
        be awarded under the Plan by electronic means or request Participant’s consent
        to participate in the Plan by electronic means. Participant hereby consents
        to
        receive such documents by electronic delivery and agrees to participate in
        the
        Plan through any on-line or electronic system established and maintained
        by the
        Company or another third party designated by the Company.

       

      16.     Captions.
        Captions provided herein are for convenience only and are not to serve as
        a
        basis for interpretation or construction of this Agreement.

       

      17.     Agreement
        Severable.
        In the
        event that any provision in this Agreement will be held invalid or
        unenforceable, such provision will be severable from, and such invalidity
        or
        unenforceability will not be construed to have any effect on, the remaining
        provisions of this Agreement.

       

      18.     Modifications
        to the Agreement.
        This
        Agreement constitutes the entire understanding of the parties on the subjects
        covered. Participant expressly warrants that he or she is not accepting this
        Agreement in reliance on any promises, representations, or inducements other
        than those contained herein. Modifications to this Agreement or the Plan
        can be
        made only in an express written contract executed by a duly authorized officer
        of the Company. Notwithstanding anything to the contrary in the Plan or this
        Agreement, the Company reserves the right to revise this Agreement as it
        deems
        necessary or advisable, in its sole discretion and without the consent of
        Participant, to comply with Code Section 409A or to otherwise avoid imposition
        of any additional tax or income recognition under Section 409A of the Code
        in
        connection to this Option.

       

      19.     Amendment,
        Suspension or Termination of the Plan.
        By
        accepting this Award, Participant expressly warrants that he or she has received
        an Option under the Plan, and has received, read and understood a description
        of
        the Plan. Participant understands that the Plan is discretionary in nature
        and
        may be amended, suspended or terminated by the Company at any time.

       

      
        
          
          

        

        
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      20. Governing
        Law.
        This
        Agreement will be governed by the laws of the State of California, without
        giving effect to the conflict of law principles thereof. For purposes of
        litigating any dispute that arises under this Option or this Agreement, the
        parties hereby submit to and consent to the jurisdiction of the State of
        California,
        and
        agree that such litigation will be conducted in the courts of Santa Clara
        County, California, or the federal courts for the United States for the Northern
        District of California, and no other courts, where this Option is made and/or
        to
        be performed.

      
        
          
          

        

        
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      EXHIBIT
        B

       

      GENESIS
        MICROCHIP INC.

       

      2007
        EQUITY INCENTIVE PLAN

       

      EXERCISE
        NOTICE

       

      Genesis
        Microchip Inc.

      2525
        Augustine Drive

      Santa
        Clara, CA 95054

      


      Attention:
        ___________

      


       

      1.     Exercise
        of Option.
        Effective as of today, ________________, _____, the undersigned (“Purchaser”)
        hereby elects to purchase ______________ shares (the “Shares”) of the Common
        Stock of Genesis Microchip Inc. (the “Company”) under and pursuant to the 2007
        Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated ________
        (the “Agreement”). The purchase price for the Shares will be $_____________, as
        required by the Agreement.

       

      2.     Delivery
        of Payment.
        Purchaser herewith delivers to the Company the full purchase price of the
        Shares
        and any required tax withholding to be paid in connection with the exercise
        of
        the Option.

       

      3.     Representations
        of Purchaser.
        Purchaser acknowledges that Purchaser has received, read and understood the
        Plan
        and the Agreement and agrees to abide by and be bound by their terms and
        conditions.

       

      4.     Rights
        as Stockholder.
        Until
        the issuance (as evidenced by the appropriate entry on the books of the Company
        or of a duly authorized transfer agent of the Company) of the Shares, no
        right
        to vote or receive dividends or any other rights as a stockholder will exist
        with respect to the Shares subject to the Option, notwithstanding the exercise
        of the Option. The Shares so acquired will be issued to Participant as soon
        as
        practicable after exercise of the Option. No adjustment will be made for
        a
        dividend or other right for which the record date is prior to the date of
        issuance, except as provided in Section 14 of the Plan.

       

      5.     Tax
        Consultation.
        Purchaser understands that Purchaser may suffer adverse tax consequences
        as a
        result of Purchaser’s purchase or disposition of the Shares. Purchaser
        represents that Purchaser has consulted with any tax consultants Purchaser
        deems
        advisable in connection with the purchase or disposition of the Shares and
        that
        Purchaser is not relying on the Company for any tax advice.

       

      6.     Entire
        Agreement; Governing Law.
        The
        Plan and Agreement are incorporated herein by reference. This Exercise Notice,
        the Plan and the Agreement constitute the entire agreement of the parties
        with
        respect to the subject matter hereof and supersede in their entirety all
        prior
        undertakings and agreements of the Company and Purchaser with respect to
        the
        subject matter hereof, and may not be modified adversely to the Purchaser’s
        interest except by means of a writing signed by the Company and Purchaser.
        This
        agreement is governed by the internal substantive laws, but not the choice
        of
        law rules, of the State of California.

       

      
        
          
          

        

        
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          	Submitted by:	 	 	Accepted
                  by:
	 	 	 	 
	PURCHASER	 	 	GENESIS MICROCHIP INC.
	 	 	 	 
	Signature	 	 	By
	 	 	 	 
	
                	 	 	
                
	Print
                  Name	 	 	Its


        

        


         

        Address:      

        


        
          	 	 	 	 
	 	 	 	 
	
                	 	 	
                
	 	 	 	 
	 	 	 	 
	 	 	 	Date Received


          


        

      

       

       

       

       

      
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