**Exhibit 10.8****GENESIS MICROCHIP INCORPORATED****2000 NONSTATUTORY STOCK OPTION PLAN****Asamended on June 8, 2007**     1. Purposes of the Plan. The purposes of this Nonstatutory Stock Option Plan are: **•** to attract and retain the best available personnel forpositions of substantial responsibility,  **•** to provide additional incentive to Employees, Consultants and Directors, and  **•** to promote the success of the Company’s business.          Options granted under the Plan will be Nonstatutory Stock Options. Stock Appreciation Rightsmay also be granted under the Plan.     2. Definitions. As used herein, the following definitions shall apply:          (a) “Administrator” means the Board or any of its Committees as shall be administeringthe Plan, in accordance with Section 4 of the Plan.          (b) “Applicable Laws” means the requirements relating to the administration of stockoption plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, anystock exchange or quotation system on which the Common Stock is listed or quoted and the applicablelaws of any foreign country or jurisdiction where Options or Stock Appreciation Rights are, or willbe, granted under the Plan.          (c) “Award” means individually or collectively, a grant under the Plan of Options orStock Appreciation Rights.          (d) “Award Agreement” means an agreement setting forth the terms and provisionsapplicable to each Award granted under the Plan, including an Option Agreement. The AwardAgreement is subject to the terms and conditions of the Plan.          (e) “Board” means the Board of Directors of the Company.          (f) “Code” means the Internal Revenue Code of 1986, as amended.          (g) “Committee” means a committee of Directors appointed by the Board in accordancewith Section 4 of the Plan.          (h) “Common Stock” means the Common Stock of the Company.          (i) “Company” means Genesis Microchip Incorporated.
 

 
          (j) “Consultant” means any person, including an advisor, engaged by the Company or aParent or Subsidiary to render services to such entity.          (k) “Director” means a member of the Board.          (l) “Disability” means total and permanent disability as defined in Section 22(e)(3)of the Code.          (m) “Employee” means any person, including Officers, employed by the Company or anyParent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in thecase of (i) any leave of absence approved by the Company or (ii) transfers between locations of theCompany or between the Company, its Parent, any Subsidiary, or any successor. Neither service as aDirector nor payment of a director’s fee by the Company shall be sufficient to constitute“employment” by the Company.          (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.          (o) “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows:               (i) If the Common Stock is listed on any established stock exchange or a national marketsystem, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market ofThe Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (orthe closing bid, if no sales were reported) as quoted on such exchange or system on the date ofdetermination, as reported in *The Wall Street Journal*or such other source as the Administratordeems reliable;               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but sellingprices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean betweenthe high bid and low asked prices for the Common Stock on the date of determination, as reported in*The Wall Street Journal*or such other source as the Administrator deems reliable;               (iii) In the absence of an established market for the Common Stock, the Fair Market Valueshall be determined in good faith by the Administrator.          (p) “Notice of Grant” means a written or electronic notice evidencing certain termsand conditions of an individual Award grant. The Notice of Grant is part of the Award Agreement.          (q) “Option” means a nonstatutory stock option granted pursuant to the Plan, that isnot intended to qualify as an incentive stock option within the meaning of Section 422 of the Codeand the regulations promulgated thereunder.
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          (r) “Option Agreement” means an agreement between the Company and an Optioneeevidencing the terms and conditions of an individual Option grant. The Option Agreement is subjectto the terms and conditions of the Plan.          (s) “Optioned Stock” means the Common Stock subject to an Option.          (t) “Optionee” means the holder of an outstanding Award granted under the Plan.          (u) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.          (v) “Plan” means this 2000 Nonstatutory Stock Option Plan.          (w) “Service Provider” means an Employee, Consultant or Director.          (x) “Share” means a share of the Common Stock, as adjusted in accordance with Section13 of the Plan.          (y) “Stock Appreciation Right” or “SAR” means an Award granted to a ServiceProvider pursuant to Section 11.          (z) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing,as defined in Section 424(f) of the Code.     3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,the maximum aggregate number of Shares which may be issued under the Plan is 1,500,000 Shares plusan annual increase to be added on the first day of each fiscal year equal to the least of (i)2,000,000 Shares, (ii) 3.5% of the outstanding Shares on such date or (iii) an amount determined bythe Board. Subject to applicable law, the Shares may be authorized, but unissued, or reacquiredShares.          If an Award expires or becomes unexercisable without having been exercised in full, theunpurchased Shares which were subject thereto shall become available for future grant or sale underthe Plan (unless the Plan has terminated). To the extent an Award under the Plan is paid out incash rather than Shares, such cash payment will not reduce the number of Shares available forissuance under the Plan.     4. Administration of the Plan.          (a) Administration. The Plan shall be administered by (i) the Board or (ii) aCommittee, which Committee shall be constituted to satisfy Applicable Laws.          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, theAdministrator shall have the authority, in its discretion:               (i) to determine the Fair Market Value of the Common Stock;
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               (ii) to select the Service Providers to whom Awards may be granted hereunder;               (iii) to determine whether and to what extent Awards are granted hereunder;               (iv) to determine the number of shares of Common Stock to be covered by each Award grantedhereunder;               (v) to approve forms of agreement for use under the Plan, including the ability to approveforms of agreement allowing for early exercise of stock options prior to vesting, subject to theOptionee entering into a form of restricted stock purchase agreement;               (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, ofany award granted hereunder. Such terms and conditions include, but are not limited to, theexercise price, the time or times when Awards may be exercised (which may be based on performancecriteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction orlimitation regarding any Award or the shares of Common Stock relating thereto, based in each caseon such factors as the Administrator, in its sole discretion, shall determine;               (vii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;               (viii) to prescribe, amend and rescind rules and regulations relating to the Plan, includingrules and regulations relating to sub-plans established for the purpose of qualifying for preferredtax treatment under foreign tax laws;               (ix) to modify or amend each Award (subject to Section 15(b) of the Plan), including thediscretionary authority to extend the post-termination exercisability period of Awards longer thanis otherwise provided for in the Plan;               (x) to authorize any person to execute on behalf of the Company any instrument required toeffect the grant of an Award previously granted by the Administrator;               (xi) to determine the terms and restrictions applicable to Awards;               (xii) to allow Optionees to satisfy withholding tax obligations by electing to have theCompany withhold from the Shares to be issued upon exercise of an Award that number of Shareshaving a Fair Market Value equal to the amount required to be withheld (but not more than theamount required to be withheld). The Fair Market Value of the Shares to be withheld shall bedetermined on the date that the amount of tax to be withheld is to be determined. All elections byan Optionee to have Shares withheld for this purpose shall be made in such form and under suchconditions as the Administrator may deem necessary or advisable; and               (xiii) to make all other determinations deemed necessary or advisable for administering thePlan.
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          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinationsand interpretations shall be final and binding on all Optionees and any other holders of Awards.     5. Eligibility. Awards may be granted to Service Providers.     6. Limitation. Neither the Plan nor any Award shall confer upon an Optionee any rightwith respect to continuing the Optionee’s relationship as a Service Provider with the Company, norshall they interfere in any way with the Optionee’s right or the Company’s right to terminate suchrelationship at any time, with or without cause.     7. Term of Plan. The Plan shall become effective upon its adoption by the Board. Itshall continue in effect for ten (10) years, unless sooner terminated under Section 15 of the Plan.     8. Term of Option. The term of each Option shall be stated in the Option Agreement.     9. Option Exercise Price and Consideration.          (a) Exercise Price. The per share exercise price for the Shares to be issued pursuantto exercise of an Option shall be determined by the Administrator.          (b) Waiting Period and Exercise Dates. At the time an Option is granted, theAdministrator shall fix the period within which the Option may be exercised and shall determine anyconditions which must be satisfied before the Option may be exercised.          (c) Form of Consideration. The Administrator shall determine the acceptable form ofconsideration for exercising an Option, including the method of payment. Such consideration mayconsist entirely of:               (i) cash;               (ii) check;               (iii) promissory note;               (iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, havebeen owned by the Optionee for more than six (6) months on the date of surrender, and (B) have aFair Market Value on the date of surrender equal to the aggregate exercise price of the Shares asto which said Option shall be exercised;               (v) consideration received by the Company under a cashless exercise program implemented by theCompany in connection with the Plan;               (vi) such other consideration and method of payment for the issuance of Shares to the extentpermitted by Applicable Laws; or               (vii) any combination of the foregoing methods of payment.
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     10. Exercise of Option.          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereundershall be exercisable according to the terms of the Plan and at such times and under such conditionsas determined by the Administrator and set forth in the Option Agreement. An Option may not beexercised for a fraction of a Share.               An Option shall be deemed exercised when the Company receives: (i) written or electronicnotice of exercise (in accordance with the Option Agreement) from the person entitled to exercisethe Option, and (ii) full payment for the Shares with respect to which the Option is exercised.Full payment may consist of any consideration and method of payment authorized by the Administratorand permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shallbe issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optioneeand his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on thebooks of the Company or of a duly authorized transfer agent of the Company), no right to vote orreceive dividends or any other rights as a shareholder shall exist with respect to the OptionedStock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued)such Shares promptly after the Option is exercised. No adjustment will be made for a dividend orother right for which the record date is prior to the date the Shares are issued, except asprovided in Section 13 of the Plan.               Exercising an Option in any manner shall decrease the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number of Shares as to whichthe Option is exercised.          (b) Termination of Relationship as a Service Provider. If an Optionee ceases to be aService Provider, other than upon the Optionee’s death or Disability, the Optionee may exercise hisor her Option, but only within such period of time as is specified in the Option Agreement, andonly to the extent that the Option is vested on the date of termination (but in no event later thanthe expiration of the term of such Option as set forth in the Option Agreement). In the absence ofa specified time in the Option Agreement, the Option shall remain exercisable for three (3) monthsfollowing the Optionee’s termination. If, on the date of termination, the Optionee is not vestedas to his or her entire Option, the Shares covered by the unvested portion of the Option shallrevert to the Plan. If, after termination, the Optionee does not exercise his or her Option withinthe time specified by the Administrator, the Option shall terminate, and the Shares covered by suchOption shall revert to the Plan.          (c) Disability of Optionee. If an Optionee ceases to be a Service Provider as aresult of the Optionee’s Disability, the Optionee may exercise his or her Option within such periodof time as is specified in the Option Agreement, to the extent the Option is vested on the date oftermination (but in no event later than the expiration of the term of such Option as set forth inthe Option Agreement). In the absence of a specified time in the Option Agreement, the Optionshall remain exercisable for twelve (12) months following the Optionee’s termination. If, on thedate of termination, the Optionee is not vested as to his or her entire Option, the Shares coveredby the unvested portion of the Option shall revert to the Plan. If, after termination, theOptionee does not
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exercise his or her Option within the time specified herein, the Option shall terminate, andthe Shares covered by such Option shall revert to the Plan.          (d) Death of Optionee. If an Optionee dies while a Service Provider, the Option maybe exercised within such period of time as is specified in the Option Agreement (but in no eventlater than the expiration of the term of such Option as set forth in the Notice of Grant), by theOptionee’s estate or by a person who acquires the right to exercise the Option by bequest orinheritance, but only to the extent that the Option is vested on the date of death. In the absenceof a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12)months following the Optionee’s termination. If, at the time of death, the Optionee is not vestedas to his or her entire Option, the Shares covered by the unvested portion of the Option shallimmediately revert to the Plan. The Option may be exercised by the executor or administrator ofthe Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under theOptionee’s will or the laws of descent or distribution. If the Option is not so exercised withinthe time specified herein, the Option shall terminate, and the Shares covered by such Option shallrevert to the Plan.     11. Stock Appreciation Rights          (a) Grant of SARs. SARs may be granted to Service Providers at any time and from timeto time as shall be determined by the Administrator, in its sole discretion.          (b) Number of Shares. The Administrator will have complete discretion to determinethe number of SARs granted to any Optionee.          (c) Exercise Price and other Terms. The Administrator, subject to the provisions ofthe Plan, shall have complete discretion to determine the terms and conditions of SARs grantedunder the Plan. However, the exercise price of an SAR shall not be less than 100% of the FairMarket Value of a Share on the date of grant.          (d) SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shallspecify the exercise price, the term of the SAR, the conditions of exercise, and such other termsand conditions as the Administrator, in its sole discretion, shall determine.          (e) Expiration of SARs. An SAR granted under the Plan shall expire upon the datedetermined by the Administrator, in its sole discretion, and set forth in the Award Agreement.Notwithstanding the foregoing, the rules of Sections 10(b), (c) and (d) also shall apply to SARs.          (f) Payment upon Exercise of SAR. At the discretion of the Administrator, payment foran SAR may be in cash, in Shares of equivalent value or in a combination thereof.          (g) Payment of SAR Amount. Upon exercise of an SAR, an Optionee shall be entitled toreceive payment from the Company in an amount determined by multiplying:               (i) the difference between the Fair Market Value of a Share on the date of exercise over theexercise price; times
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               (ii) the number of Shares with respect to which the SAR is exercised     12. Transferability of Awards. During the lifetime of the Optionee, an Award shall beexercisable only by the Optionee or the Optionee’s guardian, legal representative or permittedtransferees. Except as specified below, no Award shall be assignable or transferable by theOptionee except by will or by the laws of descent and distribution. At the sole discretion of theAdministrator, and subject to such terms and conditions as the Administrator deems advisable, theAdministrator may allow, by means of a writing to the Optionee, for all or part of an Award to beassigned or transferred, during an Optionee’s lifetime, to a member of the Optionee’s immediatefamily or to a trust, LLC or partnership for the benefit of any one or more members of suchOptionee’s immediate family. “Immediate family” as used herein means the spouse, linealdescendants, father, mother, brothers and sisters of the Optionee. In such case, the transfereeshall receive and hold the Award subject to the provisions of this Section 12, and there shall beno further assignation or transfer of the Award. The terms of Awards granted hereunder shall bebinding upon the transferees, purchasers, executors, administrators, heirs, successors and assignsof the Optionee.     13. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale orCorporate Reorganization.          (a) Changes in Capitalization. Subject to any required action by the shareholders ofthe Company, the number of shares of Common Stock covered by each outstanding Award, and the numberof shares of Common Stock which have been authorized for issuance under the Plan but as to which noAwards have yet been granted or which have been returned to the Plan upon cancellation orexpiration of an Award, as well as the price per share of Common Stock covered by each suchoutstanding Award, shall be proportionately adjusted for any increase or decrease in the number ofissued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,combination or reclassification of the Common Stock, or any other increase or decrease in thenumber of issued shares of Common Stock effected without receipt of consideration by the Company;provided, however, that conversion of any convertible securities of the Company shall not be deemedto have been “effected without receipt of consideration.” Such adjustment shall be made by theBoard, whose determination in that respect shall be final, binding and conclusive. Except asexpressly provided herein, no issuance by the Company of shares of stock of any class, orsecurities convertible into shares of stock of any class, shall affect, and no adjustment by reasonthereof shall be made with respect to, the number or price of shares of Common Stock subject to anAward.          (b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Administrator shall notify each Optionee as soon as practicableprior to the effective date of such proposed transaction. The Administrator in its discretion mayprovide for an Optionee to have the right to exercise his or her Award until ten (10) days prior tosuch transaction as to all of the Shares subject to such Award, including Shares as to which theAward would not otherwise be exercisable. In addition, the Administrator may provide that anyCompany repurchase option applicable to any Shares purchased upon exercise of an Award shall lapseas to all such Shares, provided the proposed dissolution or liquidation takes place at the time andin the manner contemplated. To the extent it has not been previously exercised, an Award willterminate immediately prior to the consummation of such proposed action.
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          (c) Merger, Asset Sale or Corporate Reorganization. In the event of: (1) a merger orconsolidation in which the Company is not the surviving corporation; (2) a reverse merger in whichthe Company is the surviving corporation but the shares of the Company’s common stock outstandingimmediately preceding the merger are converted by virtue of the merger into other property, whetherin the form of securities, cash or otherwise; or (3) any other capital reorganization in which morethan fifty percent (50%) of the shares of the Company entitled to vote are exchanged (other thanpursuant to a transaction effected solely for the purpose of changing the situs of the Company’sincorporation, e.g. from California to Delaware), then to the extent permitted by applicable lawthe Awards and any restricted stock subject thereto shall become 100% vested and exercisable for aperiod of at least ten (10) days prior to the closing of such transaction, and such Awards shall beterminated if not exercised prior to the closing of such transaction.               Notwithstanding the foregoing, in the event of a merger of the Company with or into anothercorporation, or the sale of substantially all of the assets of the Company, each outstanding Awardgranted after October 16, 2001, shall be assumed or an equivalent award or right substituted by thesuccessor corporation or a Parent or Subsidiary of the successor corporation. In the event thatthe successor corporation refuses to assume or substitute for such Award, the Optionee shall fullyvest in and have the right to exercise all of his or her outstanding Awards, including Sharessubject to such Awards that would not otherwise be vested or exercisable. If an Award becomesfully vested and exercisable in lieu of assumption or substitution in the event of a merger or saleof assets, the Administrator shall notify the Optionee in writing or electronically that the Awardshall be fully vested and exercisable for a period of twenty (20) days from the date of suchnotice, and the Award shall terminate upon the expiration of such period. For the purposes of thisparagraph, the Award shall be considered assumed if, following the merger or sale of assets, theoption or right confers the right to purchase or receive, for each Share subject to the Awardimmediately prior to the merger or sale of assets, the consideration (whether shares, cash, orother securities or property) received in the merger or sale of assets by holders of Shares foreach Share held on the effective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority of the outstandingShares); provided, however, that if such consideration received in the merger or sale of assets isnot solely common shares of the successor corporation or its Parent, the Administrator may, withthe consent of the successor corporation, provide for the consideration to be received upon theexercise of the Award, for each Share subject to such Award, to be solely common shares of thesuccessor corporation or its Parent equal in fair market value to the per share considerationreceived by holders of Shares in the merger or sale of assets.          (d) Outside Director Awards. In the event of a merger of the Company with or intoanother corporation, or the sale of substantially all of the assets of the Company, a non-EmployeeDirector who is an Optionee shall fully vest in and have the right to exercise the Award as to allof the Shares subject to the Award, including Shares that would not otherwise be vested orexercisable, and any Shares purchased upon exercise of an Award granted to a non-Employee Directorshall vest and any Company repurchase option or right with respect thereto shall lapse.     14. Date of Grant. The date of grant of an Award shall be, for all purposes, the dateon which the Administrator makes the determination granting such Award, or such other later date asis
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determined by the Administrator. Notice of the determination shall be provided to eachOptionee within a reasonable time after the date of such grant.     15. Amendment and Termination of the Plan.          (a) Amendment and Termination. The Board may at any time amend, alter, suspend orterminate the Plan.          (b) Effect of Amendment or Termination. No amendment, alteration, suspension ortermination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwisebetween the Optionee and the Administrator, which agreement must be in writing and signed by theOptionee and the Company. Termination of the Plan shall not affect the Administrator’s ability toexercise the powers granted to it hereunder with respect to options granted under the Plan prior tothe date of such termination.     16. Conditions Upon Issuance of Shares.          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Awardunless the exercise of such Award and the issuance and delivery of such Shares shall comply withApplicable Laws and shall be further subject to the approval of counsel for the Company withrespect to such compliance.          (b) Investment Representations. As a condition to the exercise of an Award theCompany may require the person exercising such Award to represent and warrant at the time of anysuch exercise that the Shares are being purchased only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.     17. Inability to Obtain Authority. The inability of the Company to obtain authorityfrom any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company ofany liability in respect of the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.     18. Reservation of Shares. The Company, during the term of this Plan, will at alltimes reserve and keep available such number of Shares as shall be sufficient to satisfy therequirements of the Plan.
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