September
        7, 2007

      


      Robert
        Haefling

      


      Dear
        Robert,

      


      We
        are
        pleased to offer you an “at-will” employment opportunity with Genesis Microchip
        Inc. (“Genesis” or the “Company”) as Senior Vice President/General Manager,
        DisplayPort, reporting to Elie Antoun. You should note that the Company may
        modify job titles, salaries and benefits, among other things, from time to
        time
        as it deems necessary. However, your salary and benefits would only be reduced
        as part of a company-wide program where similarly situated executives are
        treated in the same manner. The terms of our offer of employment are outlined
        below.

      


      Your
        starting monthly gross salary will be $22,500 payable in accordance with
        the
        Company’s normal payroll practice (currently salary is paid semi-monthly), less
        applicable withholding taxes. In addition, you will receive a $60,000 sign-on
        bonus (subject to applicable tax withholding) payable within ninety (90)
        days of
        commencing employment. If you should voluntarily terminate your Genesis
        employment prior to completing one year of service, 100% of the sign-on bonus
        would be fully repayable to Genesis, and will be due on your date of
        termination. 

      


      You
        will
        also be eligible for participation in our Executive Bonus Plan for our Fiscal
        Year 2008, which commenced on April 1, 2007. Any bonus earned under the Plan
        will be prorated based upon your date of hire. You will receive additional
        information on our FY2008 Executive Bonus Plan shortly after joining the
        Company, and in all respects will be subject to the terms and conditions
        of such
        Bonus Plan.

      


      Furthermore,
        subject to the approval of the Board of Directors, you will be offered an
        option
        to purchase 144,000 shares of Genesis common stock under our 1997 Employee
        Stock
        Plan (copy attached) with an exercise price equal to the fair market value
        of
        our common stock on the date of grant (the “Initial Option”). Please be aware
        that your stock option, RSU and other compensation information may be publicly
        disclosed pursuant to SEC and/or NASDAQ regulations. Your Initial Option
        is
        expected to be approved on or about the second Thursday of the month after
        your
        date of hire, pursuant to the Company’s current stock option granting process.
        The Initial Option will vest over 4 years from the date of grant, with 25%
        of
        the shares subject to the option vesting at the end of 12 months of employment,
        and 1/36 of the remaining shares subject to the option vesting each month
        thereafter over the subsequent 36 months, subject to your continued employment
        with Genesis through the applicable vesting date. You will be informed when
        the
        Initial Option has been approved by the Board of Directors, and the details
        of
        the Initial Option, including the exercise price.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        
          	Confidential	
                   Page
                    2

                	
                   11/8/2007

                


        

      

       

      In
        addition, and subject to the approval of the Board of Directors, you will
        be
        granted 12,000 Restricted Stock Units (the “Initial RSUs”) under our 1997
        Employee Stock Option Plan, amended as of September 19, 2005 (copy attached),
        to
        be settled in shares of Genesis common stock on the vesting date with a purchase
        price of $0.001 per share, which will be considered paid with past services
        rendered. The Initial RSUs will vest over 4 years from the date of grant,
        with
        25% of the RSUs vesting at the end of 12 months of employment, and your
        remaining unvested RSUs vesting yearly in equal amounts over the next three
        (3)
        years, subject to your continued employment with Genesis through the applicable
        vesting date. A tax withholding requirement may apply at the time RSUs vest.
        Your Initial RSUs are expected to be approved on or about the second Thursday
        of
        the month after your date of hire, pursuant to the Company’s current stock
        option granting process. You will be informed when the Initial RSUs have
        been
        approved by the Board of Directors.

      


      You
        will
        also be eligible to receive a Change of Control Severance Agreement at the
        "Tier
        2" level for senior executives (copy attached).

      


      As
        a
        condition of your employment with us, you must sign our Confidentiality
        Agreement, Code of Business Conduct and Ethics, and Insider Trading Policy.
        We
        have enclosed these documents herewith and would ask that you sign and return
        them, along with one copy of your acceptance of our offer, to Human Resources
        in
        the Alviso office. You may not begin employment with us until we receive
        a
        signed copy of these documents and a signed acceptance of this offer of
        employment.

      


      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 date of hire, or our employment relationship with you
        may
        be terminated.

      


      We
        also
        ask that, if you have not already done so, you disclose to the Company any
        and
        all agreements relating to your prior employment that may affect your
        eligibility to be employed by the Company or limit the manner in which you
        may
        be employed. It is the Company’s understanding that any such agreements will not
        prevent you from performing the duties of your position and you represent
        that
        such is the case. Moreover, you agree that, during the term of your employment
        with the Company, you will not engage in any other employment, occupation,
        consulting or other business activity directly related to the business in
        which
        the Company is now involved or becomes involved during the term of your
        employment, nor will you engage in any other activities that conflict with
        your
        obligations to the Company. Similarly, you agree not to bring any third party
        confidential information to the Company, and in performing your duties for
        the
        Company, you will not in any way utilize any such information.

      


      Your
        employment with Genesis is at-will. This means that neither you nor Genesis
        has
        entered into a contract regarding the duration of your employment. You are
        free
        to terminate your employment with Genesis at any time, with or without reason.
        Likewise, Genesis has the right to terminate your employment, or otherwise
        discipline, transfer, demote you or otherwise alter the terms and conditions
        of
        your employment at any time, with or without cause, and with or without notice,
        at the discretion of Genesis.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	Confidential	
                 Page
                  3

              	
                 11/8/2007

              


      

       

      To
        accept
        the Company’s offer, please sign and date this letter in the space provided
        below. This letter, along with the Confidentiality Agreement, any other
        agreements relating to proprietary rights between you and the Company and
        all
        other documents referenced in this letter, set forth the terms of your
        employment with the Company and supersede any prior representations or
        agreements, including, but not limited to, any representations made during
        your
        recruitment, interviews or pre-employment negotiations, whether written or
        oral.
        This letter, including but not limited to its at-will employment provision,
        may
        not be modified or amended except by a written agreement signed by you and
        approved by our Board of Directors.

      


      This
        offer of employment will terminate if it is not accepted, signed and returned
        to
        Paula Ewanich, our Vice President of Human Resources via facsimile to (408)
        986-9653,
        by 5:00
        p.m. California time on Friday, September 14, 2007, and is contingent upon
        the
        Company's completion of a background and reference check, the results of
        which
        are satisfactory to the Company, and
        your
        commencing employment with us no later than October 15, 2007.

      


      If
        you
        should have any questions, please feel free to contact us. We look forward
        to
        your joining the Genesis team! 

       

    

     

    Yours
      truly,

    
      	GENESIS
              MICROCHIP
              INC. 	 	 
	 
	 /s/
              Elie
              Antoun 	 	 
	
              Elie
                Antoun 

            	 	 
	Chief Executive Officer	 	
            
	 	 	 
	
              /s/
                Robert Haefling

            	 	September
              12, 2007
	
              Acceptance
                Signature: Robert Haefling

            	 	
              Date

            
	 	 	 


    

     

     

    
      	 	 
	 Start
              Date:	 November
              1, 2007