**Exhibit 10.13**

 

**GENESIS MICROCHIP INC.**

 

**1997 EMPLOYEE STOCK PURCHASE PLAN**

**aslast amended on September 17, 2002**

 

The followingconstitute the provisions of the 1997 Employee Stock Purchase Plan of Genesis Microchip Inc. 

 

1.    Purpose.  The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Shares of the Company throughaccumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly,shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 

 

2.    Definitions. 

 

(a)  “Board” shall mean the board of directors of the Company. 

 

(b)  “Code” shall mean the Internal Revenue Code of 1986, as amended. 

 

(c)   “Company” shall mean Genesis Microchip Inc, andany Designated Subsidiary of the Company. 

 

(d)  “Compensation” shall mean all base straight time gross earnings and commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation. 

 

(e)   “Designated Subsidiary” shall mean any Subsidiarywhich has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 

 

(f)   “Employee” shall mean any individual who is an Employee of the Company for tax purposes whose customary employment with theCompany is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave ofabsence approved by the Company. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91stday of such leave. 

 

(g)  “Enrollment Date”shall mean the first day of each Offering Period. 

 

(h)  “Exercise Date” shall mean the last day of each Purchase Period. 

 

(i)  “Fair Market Value” shall mean, as of any date, the value of the Shares determined as follows: 

 

(1)  If the Shares are listed on any established stock exchange ora national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of 

 

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The Nasdaq Stock Market, the Fair Market Value of the Shares shall be the closing sales price for the Shares (or theclosing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or; 

 

(2)  If the Shares are regularly quoted by a recognizedsecurities dealer but selling prices are not reported, the Fair Market Value of the Shares shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of determination, as reported inThe Wall Street Journal or such other source as the Board deems reliable, or; 

 

(3)  In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Board, or; 

 

(4)  For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shallbe the initial price to the public as set forth in the final prospectus included within the registration statement in Form F-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Shares (the“Registration Statement”). 

 

(j)  “Offering Periods” shall mean the periods of approximately twenty-four (24) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after June 30 andDecember 31 of each year and terminating on the last Trading Day in the periods ending twenty-four months later; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on whichthe Securities and Exchange Commission declares the Company’s Registration Statement effective and ending on the last Trading Day on or before December 31, 1999. The duration and timing of Offering Periods may be changed pursuant to Section 4of this Plan. 

 

(k)  “Plan” shall mean thisEmployee Stock Purchase Plan. 

 

(l)  “PurchasePrice” shall mean an amount equal to 85% of the Fair Market Value of a Share on the Enrollment Date or on the Exercise Date, whichever is lower. 

 

(m)  “Purchase Period” shall mean the approximately six month period commencing after one Exercise Date and ending with the nextExercise Date, except that the first Purchase Period of any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date. 

 

(n)  “Reserves” shall mean the number of Shares covered by each option under the Plan which have not yet been exercised and the numberof Shares which have been authorized for issuance under the Plan but not yet placed under option. 

 

(o)  “Shares” shall mean common shares of the Company. 

 

(p)  “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of thevoting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 

 

(q)  “Trading Day” shall mean a day on which national stock exchanges and The Nasdaq Stock Market areopen for trading. 

 

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3.    Eligibility. 

 

(a)  Any Employee who shall be employed by the Company on a givenEnrollment Date shall be eligible to participate in the Plan. 

 

(b)  Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose shares would beattributed to such Employee pursuant to Section 424(d) of the Code) would own shares of the Company and/or hold outstanding options to purchase such shares possessing five percent (5%) or more of the total combined voting power or value of allclasses of shares of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase shares under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds Twenty-Five ThousandDollars ($25,000) (U.S. dollars) worth of shares (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time. 

 

4.    Offering Periods.  The Plan shallbe implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on the first Trading Day on or after June 30 and December 31 of each year, or on such other date as the Board shall determine, and continuingthereafter until terminated in accordance with Section 20 hereof; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commissiondeclares the Company’s Registration Statement effective and shall end on the last Trading Day on or before December 31, 1999. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof)with respect to future offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter. 

 

5.    Participation. 

 

(a)  An eligible Employee may become a participant in the Plan bycompleting a subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company’s payroll office prior to the applicable Enrollment Date. 

 

(b)  Payroll deductions for a participant shall commence on thefirst payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof. 

 

6.    Payroll Deductions. 

 

(a)  At the time a participant files his or her subscriptionagreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding 15% of the Compensation which he or she receives on each pay day during the Offering Period. 

 

(b)  All payroll deductions made for a participant shall becredited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account. 

 

(c)  A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or mayincrease or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion, limitthe number of participation rate changes during 

 

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any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’sreceipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant’s subscription agreement shall remain in effect for successive Offering Periods unless terminated asprovided in Section 10 hereof. 

 

(d)  Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant’s payroll deductions may be decreased to zero percent (0%) at any time during aPurchase Period. Payroll deductions shall recommence at the rate provided in such participant’s subscription agreement at the beginning of the first Purchase Period which is scheduled to end in the following calendar year, unless terminated bythe participant as provided in Section 10 hereof. 

 

(e)  At the time the option is exercised in whole or in part, or at the time some or all of the Shares issued under the Plan are disposed of, the participant must make adequate provision for the Company’s federal, state, orother tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Shares. At any time, the Company may, but shall not be obligated to, withhold from the participant’s compensation the amountnecessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Shares by the Employee. 

 

7.    Grant of Option.  On theEnrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number ofShares determined by dividing such Employee’s payroll deductions accumulated prior to such Exercise Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall anEmployee be permitted to purchase during each Purchase Period more than 20,000 Shares (subject to any adjustment pursuant to Section 19) on the Enrollment Date, and provided further that such purchase shall be subject to the limitations set forth inSections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period. 

 

8.    Exercise of Option.  Unless aparticipant withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of Shares shall be exercised automatically on the Exercise Date, and the maximum number of full Shares subject to option shall be purchased forsuch participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional Shares shall be purchased; any payroll deductions accumulated in a participant’s account which are not sufficient topurchase a full Share shall be retained in the participant’s account for the subsequent Purchase Period or Offering Period subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in aparticipant’s account after the Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s option to purchase Shares hereunder is exercisable only by him or her. 

 

9.    Delivery.  As promptly aspracticable after each Exercise Date on which a purchase of Shares occurs, the Company shall arrange the delivery to each participant as appropriate, of a certificate representing the Shares purchased upon exercise of his or her option. 

 

10.    Withdrawal. 

 

(a)  A participant may withdraw all but not less than all thepayroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant’s payrolldeductions 

 

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credited to his or her account shall be paid to such participant promptly after receipt of notice of withdrawal and such participant’s option for theOffering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at thebeginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement. 

 

(b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan whichmay hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 

 

11. Termination of Employment. 

 

Upon a participant’s ceasing to be an Employee, for any reason he or she shall be deemed to have elected to withdrawfrom the Plan and the payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person orpersons entitled thereto under Section 15 hereof, and such participant’s option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shallbe treated as continuing to be an Employee for the participant’s customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice. 

 

12. Interest. No interest shall accrue on the payroll deductions of aparticipant in the Plan. 

 

13. Shares. 

 

(a) Subject to adjustment upon changes in capitalization of the Company asprovided in Section 19 hereof, the maximum number of Shares which shall be made available for sale under the Plan shall be 500,000, plus an annual increase to be added on each anniversary date of the adoption of the Plan equal to the lesser of (i)the number of Shares needed to restore the maximum aggregate number of Shares available for sale under the Plan to 500,000, or (ii) a lesser amount determined by the Board. If, on a given Exercise Date, the number of Shares with respect to whichoptions are to be exercised exceeds the number of Shares then available under the Plan, the Company shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as practicable and as it shall determine to beequitable. 

 

(b) The participant shall have no interest orvoting right in Shares covered by his option until such option has been exercised. 

 

(c) Shares to be delivered under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse. 

 

14. Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed bythe Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding,decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties. 

 

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15. Designation of Beneficiary. 

 

(a) A participant may file a written designation of a beneficiary who is to receive any Shares and cash, if any, from theparticipant’s account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such Shares and cash. In addition, a participant mayfile a written designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the option. If a participant is married and the designatedbeneficiary is not the spouse, spousal consent shall be required for such designation to be effective. 

 

(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in theabsence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the participant, or if no suchexecutor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse,dependent or relative is known to the Company, then to such other person as the Company may designate. 

 

16. Transferability. Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of an option orto receive Shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt atassignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. 

 

17. Use of Funds. All payroll deductions received or held by theCompany under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 

 

18. Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participatingEmployees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any. 

 

19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. 

 

(a) Changes in Capitalization. Subject to any required action by theshareholders of the Company, the Reserves, the maximum number of Shares each participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per Share and the number of Shares covered by each option under the Plan whichhas not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or any otherincrease or decrease in the number of Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt ofconsideration”. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securitiesconvertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an option. 

 

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(b)  Dissolution or Liquidation. In the event of the proposed dissolution or liquidationof the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unlessprovided otherwise by the Board. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New ExerciseDate, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant haswithdrawn from the Offering Period as provided in Section 10 hereof. 

 

(c)  Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed oran equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Purchase Periods then in progressshall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale ormerger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that theparticipant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof. 

 

20.    Amendment or Termination. 

 

(a)  The Board may at any time and for any reason terminate oramend the Plan. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines that the termination ofthe Plan is in the best interests of the Company and its shareholders. Except as provided in Section 19 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extentnecessary to comply with Section 423 of the Code (or any successor rule or Provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.

 

(b)  Without shareholder consent and without regardto whether any participant rights may be considered to have been “adversely affected,” the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheldduring an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes inthe Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for eachparticipant properly correspond with amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent withthe Plan. 

 

21.    Notices.  All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified bythe Company at the location, or by the person, designated by the Company for the receipt thereof. 

 

22.    Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to an option unless the exerciseof such option and the issuance and delivery of such Shares pursuant thereto shall comply 

 

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with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities ExchangeAct of 1934, as amended, the Securities Act (Ontario), the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel forthe Company with respect to such compliance. 

 

As a condition tothe exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell ordistribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 

 

23.    Term of Plan.  The Plan shall become effective upon the effective date of itsadoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof. 

 

24.    Automatic Transfer to Low Price Offering Period.  To the extent permitted by any applicable laws, regulations,or stock exchange rules, if the Fair Market Value of the Shares on any Exercise Date in an Offering Period is lower than the Fait Market Value of the Shares on the Enrollment Date of such Offering Period, then all participants in such OfferingPeriod shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof.

 

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**EXHIBIT A**

 

**GENESIS MICROCHIP INC.**

 

**1997 EMPLOYEE STOCK PURCHASE PLAN**

 

**SUBSCRIPTION AGREEMENT**

 

                                     OriginalApplication             Enrollment Date:                                    

 

                                     Change inPayroll Deduction Rate

 

                                     Change ofBeneficiary(ies) 

 

1.                                         hereby elects to participate in the 1997 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) of Genesis Microchip Inc. (the “Company”) and subscribes to purchase common shares of the Company(“Shares”) in accordance with this Subscription Agreement and the Employee Stock Purchase Plan. 

 

2.    I hereby authorize payroll deductions from each paycheck in the amount of            % of my Compensation on each payday (from 0 to 15%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractionalpercentages are permitted.) 

 

3.    Iunderstand that said payroll deductions shall be accumulated for the purchase of Shares at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period,any accumulated payroll deductions will be used to automatically exercise my option. 

 

4.    I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of theEmployee Stock Purchase Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to shareholder approval of the Employee Stock Purchase Plan. 

 

5.    Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of(Employee or Employee and Spouse only):                                    . 

 

6.    I represent that I have consulted with any taxconsultants I deem advisable in connection with my participation in the Employee Stock Purchase Plan and the purchase and disposition of Shares thereunder, and that I am not relying on the Company for any tax advice. I hereby agree to notify theCompany in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for the tax withholding obligations of the Company, if any, which arise upon the acquisition or disposition of the Shares.

 

7.    I hereby agree to be bound by theterms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan. 

 

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8.    In the event of my death, I hereby designate the following as mybeneficiary(ies) to receive all payments and Shares due to me under the Employee Stock Purchase Plan. 

 
NAME:  (Please print)                                                                                                                                          (First)  (Middle) (Last)                                                                                                                
 

                                                                                         
 Relationship     
 

                                                                                         
       
(Address)

 
    Employee’s Social Security Number:                                                                                                       Employee’s Address:                                                                                                                                                                                                               
I UNDERSTAND THAT THE SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BYME.
     Dated:                                                                                                                                                Signature of Employee                                                                                                                        Spouse’s Signature (If beneficiary other than spouse)  
 

 

 

 

 

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**EXHIBIT B**

 

**GENESIS MICROCHIP INC.**

 

**1997 EMPLOYEE STOCK PURCHASE PLAN**

 

**NOTICE OF WITHDRAWAL**

 

The undersigned participant in the Offering Period of the Genesis Microchip Inc. 1997 Employee Stock Purchase Plan which began on                                    ,19             (the “Enrollment Date”) hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay tothe undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automaticallyterminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only bydelivering to the Company a new Subscription Agreement. 

 
Name and Address of Participant:                                                                                                                                                                                                                                                                                                                                                                                                                            Signature  Date:                                                                                              
 

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