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                                                                   EXHIBIT 10.14

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is entered into effective as of November 20,
1998 between S3 INCORPORATED, a Delaware corporation (the "Company") and RON
YARA ("Mr. Yara").

         RECITALS:

         A.  Mr. Yara is a member of the S3 Board of Directors.

         B. The Company desires to employ Mr. Yara on the terms set forth
herein.

         The parties hereby agree as follows:

         1. Employment. The Company shall employ Mr. Yara [to perform the
services as may be reasonably requested of him from time to time by
_____________][as its _______________________], and Mr. Yara accepts such
employment.

         2.  Compensation.

         (a) For all Mr. Yara's services to be performed by Mr. Yara under this
Agreement from Mr. Yara's residence, the Company shall pay Mr. Yara, or cause
him to be paid, a salary of not less than $2,000 per month, payable in
accordance with the Company's payroll policy as constituted from time to time.
Such salary may be increased by the Board but may not be decreased without Mr.
Yara's consent. In addition, should Mr. Yara's duties require him to perform
such services away from his residence or in excess of 20 hours in any month, Mr.
Yara shall be paid at the rate of $2,000 per single day, $3,500 for a
consecutive 2-day period and $7,000 per week for a continuous week for any such
services rendered. This compensation shall be in addition to any benefits that
accrue to Mr. Yara under any stock option, insurance, or other plan of the
Company but shall not be payable for services performed by Mr. Yara in his
capacity as a member of the Board. Mr. Yara shall not participate in the
Company's executive bonus plan. The Board, however, in its sole discretion, may
award Mr. Yara a bonus for services rendered.

         (b) Continued Vesting Under Options. Vesting under all of Mr. Yara's
option agreements with the Company shall continue during the term of this
Agreement. During the term of this Agreement, Mr. Yara shall continue to have
the status as an employee Director and shall not be entitled to receive cash
compensation as a Director, other than reimbursement of expenses.

         (c) Reimbursement of Expenses. The Company shall pay or reimburse Mr.
Yara for all reasonable travel and other expenses incurred or paid by Mr. Yara
in connection with the performance of his duties under this Agreement; such
payment or reimbursement shall be in accordance with the Company's reimbursement
policy as established from time to time by the 

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Company's Board or, in absence of any such policy, in accordance with comparable
standards used in the conduct of the Company's business prior to the date
hereof.

         3. Benefits. Mr. Yara shall be entitled to participate in any plan or
arrangement for, or to receive any other employment benefits normally available
to, part-time employees of the Company, on the same basis that such
participation or such benefits are normally granted to such other employees.

         4.  Option Grants.

         (a) Mr. Yara shall receive, if he is then serving as a Director, an NSO
to purchase 20,000 shares at each regular annual meeting of the Company's
shareholders at which he is re-elected as a director. These NSOs will have an
exercise price equal to one hundred percent (100%) of the fair market value of a
share of the Company's common stock on the date of grant and shall vest and
become exercisable at the rate of 25% on each one year anniversary of the date
of grant. All such options granted shall become fully exercisable upon Mr.
Yara's death, disability or a "change of control" as defined in the 1989 Stock
Plan. All such options shall expire on the earliest of (b) the tenth anniversary
of the date of grant, (c) ninety (90) days after termination of Mr. Yara's
service as an employee, consultant or director, or (d) twelve (12) months after
termination of such service on account of death, disability or retirement as a
director or employee after age 60.

         5. Confidentiality. The obligations of Mr. Yara under the Mr. Yara's
Proprietary Information and Inventions Agreement or any similar agreement he has
entered into with the Company shall remain in full force and effect during the
term of employment hereunder.

         6. Termination. This Agreement, and Mr. Yara's employment hereunder,
may be terminated by either party at any time, with or without cause. Any
termination by the Company must be approved by a majority vote by the Board
(excluding for purposes of such vote, Mr. Yara if he is a member of the Board at
the time of such vote).

         7. Term. This Agreement shall continue indefinitely unless terminated
in accordance with paragraph 6 above.

         8. No Assurance of Continued Service as Member of the Board of
Directors. Nothing herein shall assure Mr. Yara of any rights to continue as a
member of the Company's Board of Directors.

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         9. Miscellaneous. This Agreement shall be binding upon, and inure to
the benefit of, Mr. Yara and his heirs, personal representatives, executors and
administrators, and shall inure to the benefit of and be binding upon the
Company, its successors and assigns. This Agreement may be modified or amended
only by written consent of both parties. This Agreement shall be governed and
enforced in accordance with the laws of the State of California applicable to
contracts between California residents and wholly to be performed in California,
notwithstanding California choice of law rules. This instrument contains the
entire agreement of the parties relating to the subject matter hereof, and
supersedes all prior and contemporaneous negotiations, correspondence,
understandings and agreements of the parties relating to the subject matter
hereof. In the event that any provision of this Agreement is held to be invalid
or unenforceable for any reason, the Company and Mr. Yara shall replace such
provision with a valid provision which most closely approximates the intent and
economic effect of the invalid or unenforceable provision, and the remaining
provisions of the Agreement shall continue in full force and effect. The waiver
by any party of any provision of this Agreement or any breach of this Agreement
shall not operate or be interpreted as a waiver of any other provision or breach
existing then or arising in the future. Any subject headings of paragraphs of
this Agreement are included for convenience only and shall not affect the
construction or interpretation of any of its provisions.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                                   S3 INCORPORATED



                                   By       /s/ Kenneth Potashner      
                                       --------------------------------
                                   Title    Chief Executive Officer    
                                       --------------------------------




                                              /s/ Ron Yara             
                                       --------------------------------
                                                    Ron Yara




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