exv10w53






Exhibit 10.53




TRIDENT MICROSYSTEMS, INC.

FIRST HALF FISCAL 2011 EXECUTIVE INCENTIVE PLAN



     The following are the terms of the First Half 2011 Executive Incentive Plan approved by the
Compensation Committee of the Board of Directors (the “Committee”) of Trident Microsystems, Inc.
(the “Company”) on February 4, 2011 (the “Plan”).



A. Purpose




     1. The terms of the Plan have been established to attract, motivate, retain and reward the
Company’s executive officers, as determined pursuant to Section 16 of the Securities Exchange Act
of 1934, as amended (each, an “Officer” and collectively, the “Officers”), for driving the Company
to achieve specific corporate objectives and for achieving individual performance goals.



     2. The Plan provides for the payment of bonuses based upon the Company’s achievement of
revenue, operating margin and cash targets.



B. Eligibility




     1. In order to be eligible to receive a bonus for a Performance Period (as defined in Section
D) under the Plan, an Officer must:



          a. be designated for participation in the Plan by the Committee;




          b. unless otherwise determined by the Committee, be on the active payroll of the Company (i)
on June 30, 2011; and (ii) on the date that bonuses are paid for the Performance Period, subject to
applicable law and unless involuntarily terminated by the Company without Cause (as defined in the
Amended and Restated Executive Retention and Severance Plan, as amended from time to time)
effective as of a date after June 30, 2011; and




          c. comply with any rules of the Plan as established in writing by the Committee and
communicated to the Officers in advance of their effectiveness.




C. Determination of Bonus Amounts




     1. Target Bonus. Each Officer will have an “Individual Bonus Percentage” (as set forth in
Section D) and a “Semi-Annual Individual Target Bonus” (as defined in Section D), which will vary
depending on such Officer’s position and responsibilities in the Company.



     2. Achievement Percentages.



          a. Target Levels. The Committee shall determine the amounts of Total Revenue, Operating
Margin and Total Cash, respectively, representing Target Revenue, Target Operating Margin and
Target Cash, respectively, for the Performance Period as soon as practicable following the
beginning of such Performance Period.




          b. Determination of Achievement. Following the end of the Performance Period, the Committee
shall review the levels of Total Revenue, Operating Margin and Cash for the Performance Period and
determine the Revenue Achievement Percentage, Operating Margin Percentage and Cash Achievement
Percentage, subject to the following ranges:




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Achievement Percentage
	 	 	Minimum	 	Target	 	Maximum
	Revenue
	 	 	0	%	 	 	10.0	%	 	 	20.0	%
	Operating Margin
	 	 	0	%	 	 	7.5	%	 	 	15.0	%
	Cash
	 	 	0	%	 	 	7.5	%	 	 	15.0	%





The Revenue Achievement Percentage, Operating Margin Percentage and Cash Percentage will not vary
based upon an Officer’s position and responsibilities and will be applicable to all Officers
meeting the eligibility criteria set forth in Section B.1 (an “Eligible Officer”).




     4. Individual Bonus Determination.



          a. The Committee shall then calculate for each Eligible Officer the dollar amount determined
by multiplying (i) such Eligible Officer’s Semi-Annual Individual Target Bonus, by (ii) the
aggregate of the Revenue Achievement Percentage, Operating Achievement Percentage and Cash
Achievement Percentage (the “Calculated Bonus”).




          b. In furtherance of the Company’s pay-for-performance philosophy, the Committee may, in its
sole discretion, determine to increase or decrease the amount of the Calculated Bonus, or eliminate
any Calculated Bonus, based upon such Eligible Officer’s individual performance in his or her
position with the Company or such other factors as the Committee may determine; provided (a) the
final Calculated Bonus for such Eligible Officer, after such adjustment (if any) (the “Final
Bonus”) may not exceed 200% of his or her Semi-Annual Individual Target Bonus, and (b) the
aggregate amount of the Final Bonus payable to all Eligible Officers may not exceed the total bonus
pool determined by the Committee to be available for distribution to all of the Company’s
executives under its semi-annual incentive plans.




          c. Unless the Committee determines otherwise, any Officer who is hired on or before May 1,
2011 and meets the eligibility criteria set forth in Section B.1 will be paid a pro rata portion of
his or her Final Bonus based upon the number of business days served by him or her during the
Performance Period relative to the total number of business days in such Performance Period.




D. Definitions.




     1. “Cash” will mean the ending cash balance of the Company as of June 30, 2011.



     2. “Operating Margin” means the amount (measured in U.S. dollars on a GAAP basis) resulting
from Total Revenue minus total cost of goods sold and total operating expenses (before taxes and
interest) for the Performance Period, with such adjustments thereto (if any) as are approved by the
Committee following the Performance Period.



     3. “Performance Period” means the first semi-annual period of the Company’s fiscal year
ending December 31, 2011.



     4. “Semi-Annual Individual Target Bonus” means the dollar amount equal to (i) an Officer’s
base salary multiplied by such Officer’s Individual Bonus Percentage, multiplied by (ii) 50%.



     5. “Total Revenue” means the amount of net revenue (measured in U.S. dollars) derived from
the sale of all products and services of the Company during the Performance Period.



E. Individual Bonus Percentage, Operating Margin Percentage and Strategic Objective Percentage




     1. The “Individual Bonus Percentage” for each Officer under the Plan, which varies depending
on his or her position and responsibilities in the Company, is as follows:



 









 





	 	 	 	 	 
	 	 	Individual
	 	 	Bonus
	Name and Title	 	Percentage
	Philippe Geyres, Interim CEO
	 	 	100	%
	Pete J. Mangan, Chief Financial Officer and
Executive Vice President of Finance
	 	 	65	%
	David L. Teichmann, Executive Vice President,
General Counsel and Corporate Secretary
	 	 	75	%
	Richard Janney, Vice President and Corporate
Controller
	 	 	40	%






E. Administration and Plan Changes




     The Plan will be administered by the Committee, which will have the sole discretion and
authority to administer and interpret the Plan (including, without limitation, to prescribe
additional rules and regulations hereunder), and the decisions of the Committee will in every case
be final and binding on all persons having an interest in the Plan. The Committee may modify the
corporate financial goals with the advice and counsel of the CEO and CFO at any time during the
performance period and may elect to grant bonuses to Eligible Officers even if the corporate
financial goals are not met. The Committee retains the absolute discretion to amend, modify or
terminate the Plan at any time.



F. Form and Timing of Payments




     The Final Bonus earned by each Eligible Officer shall be payable in the form of a fully vested
restricted stock award under the Company’s 2010 Equity Incentive Plan, based upon the closing price
of the Company’s common stock on the grant date, as reported by the Nasdaq Stock Market.
Notwithstanding the foregoing, the Committee may elect in its sole discretion to pay some or all of
the Final Bonus earned by one or more of the Eligible Officers to such Eligible Officer(s) in cash.
Bonus amounts payable in the form of restricted stock awards shall be granted subject to the prior
approval of the Committee and pursuant to the terms of the Company’s equity award granting
procedures, as they may be amended from time to time.