exv10w51






EXHIBIT 10.51



January 21, 2011




Philippe Geyres

63 Rue Des Saints-Peres

75006 Paris

France



Dear Philippe,



We are pleased to make this offer of employment to you with Trident Digital Systems (UK) Ltd.
(“Trident”), in the position of Executive Director. In such capacity you will provide services as
the Interim Chief Executive Officer for the worldwide operations of Trident Microsystems, Inc.
(“TMI”) and its subsidiaries. In this role, you will be performing your duties both inside the UK
and outside of the UK. Trident may decide at some point in the future that you should be dually
employed by another entity within the Trident group. As you know, this is a temporary but
full-time position while the Board of TMI is conducting a search for a Chief Executive Officer
(“CEO”).



The details of this offer, including the compensation package, are as follows:





1. Your salary will be US $50,000 per month, paid on a semi-monthly basis and pro rated
for any partial month of service. Your monthly salary, and any other payments due
hereunder, will be paid in Euros converted at the currency rate of conversion used by TMI’s
finance group for purposes of inter-company payments in the most recently ended month prior
to the date of payment.




2. You will be eligible to receive a discretionary bonus target of $50,000 per month of
your service (pro rated for any partial month) through the date of the election by TMI of a
CEO. The bonus will be subject to TMI’s executive bonus plan for its worldwide executives.
The amount of the bonus is to be determined by the Compensation Committee of TMI’s Board of
Directors (“Compensation Committee”) after the current performance period ends on June 30,
2011, and can be varied by the Compensation Committee in its discretion between 0% and 200%
of such target amount based on the Compensation Committee’s evaluation of your contribution.




3. You will receive benefits while you are employed as Executive Director provided that
the total cost is reasonable taking into account Trident’s policies applicable at your
location of employment and in the US, and provided that the Compensation Committee will have
the right to review the benefits package if the cost would exceed 125% of the benefits cost
for a permanent CEO of Trident located in the U.S.




4. Upon the approval of the Compensation Committee you will be granted the equity
incentive awards described in Appendix A, subject to the terms set forth therein.




5. In the temporary role of Executive Director, you will not be eligible to participate in
TMI’s Executive Change in Control Severance Plan or in its Executive Retention and Severance
Plan.




6. In providing services as Interim CEO for the worldwide operations of TMI and its
subsidiaries your position will require substantial travel around the world. We will
reimburse you for all travel expenses you incur in fulfilling your function as Executive
Director, pursuant to Trident’s travel policy.




7. If TMI’s CEO search concludes with TMI electing a permanent CEO other than you, then as
part of your compensation as Executive Director and provided you (i) continue as a member of
the Board of Directors of TMI and (ii) have not resigned or been terminated for cause prior
to such time, you agree to devote substantial additional time in your role as a director
during the six months following the election of the



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CEO to assist at the CEO’s request with his or her transition. You will be provided with a
fee of $225,000 for such services, payable ratably over the six month period.




8. We will pay, or reimburse you for, reasonable legal fees incurred with respect to the
review of this letter.




9. You will be indemnified for your activities as Executive Director as provided under
your current Indemnification Agreement with TMI.


If TMI has not appointed a permanent CEO within six months of your accepting the position of
Executive Director, we will re-evaluate your compensation at that time.



Within three (3) days of the start of your employment, you will be required to complete the
following:





• Your employment with Trident is “at will”; it is for no specified term, and may be
terminated by you or Trident at any time, with or without cause or advance notice. As a
condition of your employment, you will be required to sign Trident’s standard form of
Employment, Proprietary Information and Invention Assignment Agreement.


Trident is a dynamic, fast growing company whose success depends upon the contributions of talented
individuals such as you. You can accept this offer by signing below, indicating your anticipated
start date, and returning this copy to me. Should you have any questions or if you need additional
information, please feel free to contact me.




Sincerely,

Trident Digital Systems (UK) Ltd.




	 	 	 	 	 
	/s/ David L. Teichmann
 	 
	David L. Teichmann 	 
	Director 	 



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ACKNOWLEDGMENTS & ACCEPTANCE



I accept this employment offer with the understanding that it is not a contract for a fixed term or
specified period of time. I understand that my employment is voluntary, “at will” and can be
terminated either by me or by Trident at any time, with or without notice and with or without
cause, subject to the terms of this letter. The provisions stated in this offer letter supersede
all prior representations or agreements, whether written or oral. This offer letter may not be
modified or amended except by a written agreement, signed by an authorized officer of Trident and
me.




	 	 	 	 	 
	/s/ Philippe Geyres
 	 
	Philippe Geyres 	 
	 Dated January 21, 2011 
Anticipated Start Date: January 21, 2011 	 



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Appendix A




Equity Incentive Compensation


Upon the approval of TMI’s Compensation Committee, you will be granted:





	 	•	 	for each month of service in which you provide interim CEO services whether as
Executive Director or through TMI or any of its subsidiaries (“Services”), 20,000
restricted stock units (“RSUs”), with that number being prorated for any partial month of
such Services, and the RSUs being issued on the last day of each month in which you
provide Services. These RSUs will vest when the permanent CEO is elected by TMI, provided
your Services and your service on the TMI Board continue through such date. Your RSU
award will be granted under and subject to the terms and conditions of TMI’s standard form
of RSU agreement, as modified by this letter, which you will be required to sign as a
condition to receiving the award. If your Services are terminated without “cause” before
TMI has selected a permanent CEO any RSUs you have been issued or are entitled to receive
through such date will vest upon the effective date of such termination. For this
purpose, “cause” will have the definition provided in TMI’s Amended and Restated Executive
Retention and Severance Plan, although no other terms of such plan are incorporated
herein.
	 
	 	•	 	A non-qualified stock option to acquire 150,000 shares of common stock priced at the
time of grant pursuant to TMI’s standard option grant policies. The option will vest
pursuant to the standard terms of TMI’s initial option grants. This option will terminate
and be cancelled if you are not later appointed as the permanent CEO of TMI.




Subject to the other terms of this appendix or the offer letter to which it is attached, these
equity awards will be subject to the standard terms of the TMI’s 2010 Equity Incentive Plan.




	 	 	 	 	 
	/s/ Philippe Geyres
 	 
	Philippe Geyres 	 
	January 21, 2011 	 
	 




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