exv10w32






EXHIBIT 10.32




September 18, 2008




Uri Kreisman

Mendel Singer 20, Apt. #52

Haifa 34984, Israel




Dear Uri:



We are pleased to offer you the position of Vice President of Operations, as a full-time employee,
reporting to Sylvia Summers. Assuming you accept, you would be employed by Trident
Microelectronics Limited (“Trident Taiwan”), a subsidiary of Trident Microsystems (Far East) Ltd.
(“Trident Far East”). Trident Far East is a subsidiary of Trident Microsystems, Inc. (“Trident).



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




	•	 	Your base salary shall be NT$5,600,000.00 per year, payable on a monthly basis at a rate of
NT$466,666.67 with no annual fixed bonus (13th and 14th month’s base
salary) payable during the year.






	•	 	Upon the approval of the Compensation Committee of Trident’s Board of Directors
(“Compensation Committee”), following your commencement of employment with Trident Taiwan, you
will be granted the equity incentive awards described in Appendix A, subject to the
terms set forth therein.






	•	 	You will be eligible to participate in Trident’s Incentive Bonus Plan and your target bonus
payment will be 45% of your annual base salary, as described Appendix B.






	•	 	Trident Taiwan will provide you with a monthly housing allowance of NT$165,000.00 on a cash
basis, payable in Taiwan.






	•	 	You will receive a monthly goods and services differential allowance of NT$70,000.00 on a
cash basis, payable in Taiwan.






	•	 	One company-paid economy class home leave trip (Israel/Taiwan) will be provided to you and
your immediate family member(s) annually.






	•	 	Trident Taiwan will provide you with the relocation assistance in accordance with Trident’s
policy. You will be entitled to the similar assistance for repatriation at the end of your
employment with Trident Taiwan provided your employment is not terminated for cause.






	•	 	You will eligible to participate in the medical, dental, vision, life and disability
insurance programs.






	•	 	You will be entitled to 23 days’ paid annual leave for the first year of employment and
thereafter, you will earn one additional day for each year of service up to a maximum of 30
days.






	•	 	Tax equalization will apply to ensure that the income taxes incurred for the expatriate
assignment remain neutral to you, based on Trident’s policy. Trident Taiwan will withhold
applicable income taxes from the monthly payroll in Taiwan based on the calculations of the
hypothetical tax provided by the designated accounting firm. Trident Taiwan will absorb the
excess hypothetical income tax arising out of this appointment. In the event of any shortfall
in the hypothetical tax withholding, you will repay the amount due to Trident Taiwan.






	•	 	Trident Taiwan will reimburse you the costs incurred for language training assistance up to
a maximum of 150 hours of formal instruction per person for you and each of your immediate
family members.






	•	 	Other employee benefits and employment terms including probation and required termination
notice will be subject to Trident Taiwan’s policies, except that you will be given six months’
termination notice if your employment is terminated without cause during the first year of
employment.






	•	 	Trident Taiwan undertakes to assist you in obtaining an appropriate work authorization visa
and work permit, subject to approval by the local Taiwanese authorities, to enable you to
carry out your duties in Taiwan. You will be reimbursed for reasonable charges incurred for
visas and work permit applications for yourself and your immediate family members.




 









 











September 18, 2008

Uri Kreisman

Page 2 of 4




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




	•	 	You will be required to sign Trident’s standard form of Employment, Proprietary Information
and Invention Assignment Agreement, including a non-solicitation covenant of twenty-four (24)
months’ duration.





Trident is a dynamic, fast growing company whose success depends upon the contributions of talented
individuals such as you. You can accept this offer to be employed by Trident Taiwan by signing
below, indicating your earliest available start date, and returning this copy to me. Should you
have questions or if you need additional information please feel free to contact me at +1 (408)
764-8844.



This offer of employment is contingent upon your ability to comply with the employment
authorization provisions of the Taiwanese government as well as the successful completion of your
background investigation. In addition, this offer is conditioned upon your acceptance, in writing,
by September 20, 2008.



Sincerely,




Donna M.
Hamlin

Vice President, Human Resources & Administration



ACKNOWLEDGEMENTS & ACCEPTANCE




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/ Uri Kreisman

	 	10/1/2008
	 	11/10/2008
	 

	 	 
	 	 
	Uri Kreisman

	 	Date
	 	Earliest Available Start Date






 









 






September 18, 2008

Uri Kreisman

Page 3 of 4




Appendix A

Equity Incentive Award




Initial Hire-on Option Grant




Upon the approval of Trident’s Compensation Committee, following your employment start date, you
will be granted a non-qualified stock option to purchase 63,200 shares of Trident’s common stock at
an exercise price per share equal to the closing price of a share of Trident’s common stock on the
Nasdaq Global Market on the effective date of grant. Subject to your continued performance of
services with Trident or one of its subsidiaries through each respective vesting date, the shares
subject to this stock option will vest and become exercisable over a four-year period at the rate
of 25% of such shares upon each of the first four anniversaries of your employment start date.
Your stock option will be granted under and subject to the terms and conditions of the 2006 Equity
Incentive Plan and Trident’s standard form of stock option agreement, which you will be required to
sign as a condition to receiving this option.



Initial Hire-on Restricted Stock Units Award




Upon the approval of Trident’s Compensation Committee, following your employment start date, you
will be granted a restricted stock units award consisting of 25,360 shares of Trident’s common
stock. These shares will be subject to automatic forfeiture if your performance of services with
Trident terminates prior to the date on which the shares vest. Subject to your continued
performance of services with Trident or one of its subsidiaries through each respective vesting
date, the shares subject to this restricted stock units award will vest over a three-year period at
the rate of one-third upon each of the first three anniversaries of your employment start date.
Your restricted stock units award will be granted under and subject to the terms and conditions of
the 2006 Equity Incentive Plan and Trident’s standard form of restricted stock units agreement,
which you will be required to sign as a condition to receiving this award.



	 	 	 
	/s/ Uri Kreisman
 

Uri Kreisman

	 	 






 









 





September 18, 2008

Uri Kreisman

Page 4 of 4




Appendix B

Incentive Bonus Plan




You will be eligible to participate in Trident’s Incentive Bonus Plan at a target rate of 45% of
your annual base salary. The actual bonus, if any, you earn under the Incentive Bonus Plan will be
based upon Trident’s achievement of annual performance goals determined by the Board of Directors
and/or Compensation Committee. In addition, you must be an active employee on the date of the
bonus payment to be entitled to receive a bonus under the Incentive Bonus Plan. The detailed terms
and conditions of the Incentive Bonus Plan are defined yearly by Trident’s Board of Directors
and/or Compensation Committee and are subject to change at the Board of Directors’ and/or
Compensation Committee’s discretion from year to year.



For the period from your employment start date through June 30, 2009, the end of Trident’s current
fiscal year, Trident Taiwan will guarantee payment to you of an Incentive bonus in the amount of no
less than six months of target bonus (“Guaranteed Initial Bonus”).



Effective upon your first payroll period following your commencement of employment, Trident Taiwan
will advance you the amount of NT$1,260,000.00, which shall be credited toward payment of your
Guaranteed Initial Bonus.



	 	 	 
	/s/ Uri Kreisman
 


	 	 
	Uri Kreisman