exv10w52






EXHIBIT 10.52



January 21, 2011




Philippe Geyres

63 Rue Des Saints-Peres

75006 Paris

France



Dear Philippe,



We are pleased to make this contingent offer of employment to you with Trident Microsystems, Inc.
(“TMI”), in the position of Interim Chief Executive Officer reporting to the Board of Directors
(“Board”). You are currently employed by Trident Digital Systems (UK) Ltd as Executive Director
(“Executive Director”) on terms set forth in an offer letter dated January 21, 2011 (the “Executive
Director Agreement”). As described below, we have requested that you seek a visa to work in the
United States, and under the provisions described below, we are making you this contingent offer to
become the Interim Chief Executive Officer of TMI (“Interim CEO”).



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





1. TMI will file the appropriate documents and petition with U.S. Citizenship and
Immigration Services requesting H-1B work authorization for you. If such petition is
granted, we will assist you in applying for an H-1B visa(the “H-1B Visa”). Upon your
initial entry into the U.S. with the H-1B visa, (i) you will become an employee of TMI with
the title Interim Chief Executive Officer, (ii) you agree that you will relocate temporarily
to the United States and move your principal place of business and place of employment to
our office in Sunnyvale, California and (iii) we will pay for, or reimburse you for,
reasonable local housing and rental car expenses. The Chairman of the Compensation
Committee will review and approve any housing arrangements in advance.




2. If you are appointed Interim Chief Executive Officer of TMI, we will assume the
obligations under the Executive Director Agreement and such terms shall become binding upon
you and TMI, provided that all payments made thereunder shall, after the date of such
assumption, be made in U.S. dollars.




3. We will pay, or reimburse you for, reasonable legal fees incurred with respect to the
review of this letter and your visa application.




4. TMI will indemnify you for your activities as TMI’s Interim CEO as provided under your
current Indemnification Agreement with TMI.


To the extent you are subject to U.S. income taxation, for purposes of compliance with Section 409A
of the Internal Revenue Code, any reimbursement of expenses to which you are entitled under this
agreement will be paid in accordance with TMI’s policy and in all events will (a) be paid no later
than the last day of the calendar year following the calendar year in which the expense was
incurred, (b) not affect or be affected by the amount of expenses for which you are eligible for
reimbursement in any other calendar year, and (c) not be subject to liquidation or exchange for
another benefit.



While you are employed under Executive Director Agreement, and if and after you become TMI’s
Interim CEO, you will continue as a member of the Board of Directors, but will no longer be deemed
independent and will step down from the Audit Committee immediately. You will not receive
compensation for your TMI Board work while serving as Executive Director or as Interim CEO. After
the appointment of a new CEO of TMI, other than yourself,





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you will be expected to continue on the TMI Board and will be deemed independent as soon as the
regulatory requirements permit, from which time you will be compensated according to the then
current Board compensation policy.



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





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




• Provide acceptable documentation of proof of your eligibility to work in the United
States as required by the Immigration and Naturalization Act (I-9).


TMI is a dynamic, fast growing company whose success depends upon the contributions of talented
individuals such as you. Please acknowledge your agreement to this contingent offer by signing
below. Should you have any questions or if you need additional information, please feel free to
contact me.



Sincerely,




	 	 	 	 	 
	 	/s/ Shirley Olerich
 	 
	 	Shirley Olerich 	 
	 	Vice President, Human Resources 	 



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Please indicate your acceptance of this contingent offer of employment by countersigning below:




	 	 	 	 	 
	 	 	 
	 	/s/ Philippe Geyres
 	 
	 	Philippe Geyres 	 


Dated: January 21, 2011





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