**Exhibit 10.29**
**ACCELERATION AGREEMENT**
This Acceleration Agreement (the “Agreement”) is entered into as of ________, 2005 (the“Effective Date”), by and between ________ (the “Optionee”) and ESS Technology, Inc., aCalifornia corporation (the “Company”).
1.  Definitions. The following definitions shall apply for all purposes under thisAgreement:
     (a) Acceleration Event. “Acceleration Event” means the occurrence of any of thefollowing events on or after the Effective Date:
 (i)  with respect to Covered Options granted under the 1995 Plan orthe 1997 Plan, a Change in Control; or  (ii)  with respect to all Covered Options, the Optionee’s death.
     (b) Change in Control. “Change in Control” means:
 (i)  the occurrence of any of the events described in Section 18.1 ofthe 1995 Plan for Covered Options granted thereunder; or  (ii)  a “Change of Control” as defined in Section 2(f) of the 1997 Planfor Covered Options granted thereunder.
     (c) Covered Option. “Covered Option” means any stock option granted to the Optioneepursuant to one of the Covered Plans, whether such stock option was granted before, on, or afterthe Effective Date.
     (d) Covered Plans. “Covered Plans” means the 1995 Equity Incentive Plan (as amendedand restated January 25, 2003) (the “1995 Plan”), the ESS Technology, Inc. 1995 Directors StockOption Plan (as amended and restated November 23, 2004) (the “1995 Directors Plan”), or the ESSTechnology, Inc. 1997 Equity Incentive Plan (as amended and restated April 26, 2003) (the “1997Plan”).
2.  Benefits.
     (a) Acceleration. Notwithstanding anything to the contrary in the Covered Plans orapplicable stock option agreements, the vesting schedule for all Covered Options that areoutstanding as of the date of an Acceleration Event shall be accelerated to provide that all suchCovered Options shall be immediately vested and exercisable in full.
     (b) Conditions. All benefits provided under this Section 2 are conditioned on (i) theOptionee’s continuing compliance with this Agreement, any employment agreement and the Company’spolicies and by-laws, and (ii) the Optionee’s execution of a general release of all claims in aform prescribed by the Company.

 

     (c) Excise Taxes. In the event that any benefit received by Optionee pursuant to thisAgreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Codeof 1986, as amended (the “Excise Tax”), then Optionee shall be entitled to either the full amountof the benefits or such lesser amount that would result in no portion of the benefits being subjectto the Excise Tax, whichever of the foregoing amounts results in the receipt by Optionee, on anafter-tax basis, of the greater benefit. Unless the Company and Optionee agree otherwise inwriting, any calculation required under this Section 2(c) shall be made in writing by independentpublic accountants agreed to by the Company and Optionee, whose calculation shall be conclusive andbinding upon the Company and Optionee for all purposes. The Company and Optionee shall furnish tothe accountants such information and documents as the accountants may reasonably request in orderto make a determination under this Section 2(c). All fees and expenses of the accounting firmshall be borne solely by the Company.
3.  Successors.
     (a) Company’s Successors. Any successor to all or substantially all of the Company’sbusiness and/or assets (whether direct or indirect and whether by purchase, lease, merger,consolidation, liquidation or otherwise), shall be obligated to perform this Agreement in the samemanner and to the same extent as the Company would be required to perform it in the absence of asuccession.
     (b) Optionee’s Successors. This Agreement and all rights of the Optionee hereundershall inure to the benefit of, and be enforceable by, the Optionee’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
4.  Miscellaneous Provisions.
     (a) Notice. Notices and all other communications contemplated by this Agreement shallbe in writing and shall be deemed to have been duly given when personally delivered or when mailedby U.S. registered or certified mail, return receipt requested and postage prepaid. In the case ofthe Optionee, mailed notices shall be addressed to him or her at the home address which he or shemost recently communicated to the Company in writing. In the case of the Company, mailed noticesshall be addressed to its corporate headquarters, and all notices shall be directed to theattention of its Chief Financial Officer.
     (b) Waiver. No provision of this Agreement shall be modified, waived or dischargedunless the modification, waiver or discharge is agreed to in writing and signed by the Optionee andby an authorized officer of the Company (other than the Optionee). No waiver by either party ofany breach of, or of compliance with, any condition or provision of this Agreement by the otherparty shall be considered a waiver of any other condition or provision or of the same condition orprovision at another time.
     (c) Whole Agreement. This Agreement contains all the legally binding understandingsand agreements between Optionee and the Company pertaining to the subject matter of this Agreementand supersedes all such agreements, whether oral or in writing, previously entered into between theparties. Any and all stock option agreements regarding the Covered Options are hereby modified andamended as necessary to comport with this Agreement. To the extent that any

 

such stock option agreement is inconsistent with this Agreement or conflicts with thisAgreement, then the terms of this Agreement shall control.
     (d) Choice of Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of California without regard to the conflictsof laws principles thereof.
     (e) Severability. The invalidity or unenforceability of any provision or provisionsof this Agreement shall not affect the validity or enforceability of any other provision hereof,which shall remain in full force and effect.
     (f) No Assignment. The rights of the Optionee to benefits under this Agreement shallnot be made subject to option or assignment, either by voluntary or involuntary assignment or byoperation of law, including (without limitation) bankruptcy, garnishment, attachment or othercreditor’s process, and any action in violation of this subsection (f) shall be void.
     (g) Retention Rights. This Agreement does not give the Optionee the right to beretained by the Company in any capacity. The Company reserves the right to terminate Optionee’sengagement at any time and for any reason.
5.  Term of Agreement. This Agreement shall continue in effect until the Company shall havegiven the Optionee written notice of cancellation. This Agreement shall terminate automatically inthe event the Optionee ceases to provide services to Company prior to an Acceleration Event.Notwithstanding the foregoing, this Agreement shall remain effective if, in connection with animpending Change in Control, the Company terminates the Optionee’s engagement for any reason.
     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of theCompany by its duly authorized officer, as of the day and year first above written.      **Optionee**