1997 Employee Stock Option Plan



 Exhibit 10.38 
  
 GENESIS MICROCHIP INC. 
 1997 EMPLOYEE STOCK OPTION PLAN 
 Amended as of September 19, 2005 
  
 1. Purposes of the Plan. The purposes of this Plan are: 
  

	 	•	 	to attract and retain the best available personnel for positions of substantial responsibility, 

  

	 	•	 	to provide additional incentive to Employees, and 

  

	 	•	 	to promote the success of the Company’s business. 

  
 Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.
Stock Appreciation Rights, Stock Purchase Rights and Restricted Stock Units may 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 administering the Plan, in
accordance with Section 4 of the Plan. 
  
 (b)
“Applicable Laws” means the requirements relating to the administration of stock option plans under Ontario corporate law, U.S. federal and state securities laws, Ontario securities regulation, the Code, any stock exchange or
quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. 
  
 (c) “Award” means individually or collectively, a grant under the Plan of Options, Stock Appreciation
Rights, Stock Purchase Rights and Restricted Stock Units. 
  
 (d)
“Award Agreement” means an agreement setting forth the terms and provisions applicable to each Award granted under the Plan, including an Option Agreement and Restricted Stock Purchase Agreement. The Award Agreement 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 accordance with Section 4 of the Plan. 
  
 (h) “Company” means Genesis Microchip Inc., a Delaware corporation. 







 (i) “Consultant” means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services to such entity. 
  
 (j)
“Director” means a member of the Board. 
  
 (k)
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. 
  
 (l) “Employee” means any person employed by the Company or any Parent or Subsidiary of the Company. A person shall not cease to be an
Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day
of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. 
  
 (m) “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
  
 (n) “Fair Market Value”
means, as of any date, the value of Shares determined as follows: 
  
 (i) If the Shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, the Fair Market Value of the
Shares shall be the closing sales price for the Shares (or the closing 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 Administrator deems reliable; 
  
 (ii)
If the Shares are regularly quoted by a recognized securities 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 in The Wall Street Journal or such other source as the Administrator deems reliable; or 
  
 (iii) In the absence of an established market for the Shares, the Fair Market Value shall be determined in good faith by the Administrator. 

 
 (o) “Incentive Stock Option” means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
  
 (p) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 
  

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 (q) “Notice of Grant” means a written or electronic notice evidencing certain terms and
conditions of an individual Award. The Notice of Grant is part of the Award Agreement. 
  
 (r) “Option” means a stock option granted pursuant to the Plan. 
  
 (s) “Option Agreement” means an agreement between the Company and a Participant evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 
  
 (t) “Option Exchange Program” means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price. 
  
 (u) “Optioned Shares” means the Shares subject to an Award.

  
 (v) “Optionee” means the holder of an
outstanding Option or Stock Purchase Right granted under the Plan. 
  
 (w) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
  

(x) “Participant” means the holder of an outstanding Award, including any Optionee. 
  
 (y) “Plan” means this 1997 Employee Stock Option Plan.

  
 (z) “Restricted Stock” means Shares acquired
pursuant to a grant of Stock Purchase Rights under Section 12 of the Plan. 
  
 (aa) “Restricted Stock Purchase Agreement” means a written agreement between the Company and the Participant evidencing the terms and restrictions applying to Shares purchased under a Stock Purchase
Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant. 
  
 (bb) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted
pursuant to Section 13. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 
  
 (cc) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Plan. 
  
 (dd)
“Section 16(b)” means Section 16(b) of the Exchange Act. 
  
 (ee) “Service Provider” means an Employee, Director or Consultant. 
  
 (ff) “Shares” mean common shares of the Company, as adjusted in accordance with Section 15 of the Plan. 
  

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 (gg) “Stock Appreciation Right” or “SAR” means an Award granted to a
Service Provider pursuant to Section 11. 
  
 (hh)
“Stock Purchase Right” means the right to purchase Shares pursuant to Section 12 of the Plan, as evidenced by a Notice of Grant. 
  
 (ii) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the
Code. 
  
 3. Shares Subject to the Plan. Subject to the
provisions of Section 15 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan shall be 800,000 Shares, plus an annual increase to be added on the first day of each fiscal year equal to the lesser of
(i) 2,000,000 Shares, (ii) 3.5% of the outstanding Shares on such date, or (iii) a lesser amount determined by the Board. The Shares may be authorized, but unissued, or reacquired Shares. 
  
 If an Award expires or becomes unexercisable without having been exercised in
full, or is surrendered pursuant to an Option Exchange Program, or with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options, the forfeited or
repurchased Shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon
exercise of an Award, shall not be returned to the Plan and shall not become available for future distribution under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not reduce the number
of Shares available for issuance under the Plan. 
  
 4.
Administration of the Plan. 
  
 (a) Procedure.

  
 (i) Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of Service Providers. 
  
 (ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of
Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. 
  
 (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3,
the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. 
  
 (iv) Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws. 
  

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 (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a
Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: 
  
 (i) to determine the Fair Market Value; 
  
 (ii) to select the Employees to whom Awards may be granted hereunder; 
  
 (iii) to determine the number of Shares to be covered by each Award granted hereunder; 
  
 (iv) to approve forms of agreement for use under the Plan; 
  
 (v) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or
waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 
  
 (vi) to reduce the exercise price of any Award to the then current Fair
Market Value if the Fair Market Value of the Shares covered by such Award shall have declined since the date the Award was granted; 
  
 (vii) to institute an Option Exchange Program; 
  
 (viii) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan; 
  
 (ix) to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 
  
 (x) to modify or amend each Award (subject to Section 17(c) of the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options or SARs longer than is otherwise provided for in the Plan; 
  
 (xi) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value equal
to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this
purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; 
  
 (xii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the
Administrator; 
  

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 (xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

  
 (c) Effect of Administrator’s Decision. The
Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards. 
  
 5. Eligibility. Awards may be granted only to Employees. 
  

6. Limitations. 
  
 (a) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000 (U.S.), such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair
Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 
  
 (b) Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service
Provider with the Company, nor shall they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause. 
  
 (c) The following limitations shall apply to grants of Options: 

 
 (i) No Employee shall be granted, in any fiscal year of the Company,
Options and/or SARs to purchase more than 500,000 Shares. 
  
 (ii) In connection with his or her initial service, an Employee may be granted Options and/or SARs to purchase up to an additional 300,000 Shares which shall not count against the limit set forth in sub Section (i) above.

  
 (iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company’s capitalization as described in Section 15. 
  
 (iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in
Section 15), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of
the Option and the grant of a new Option. 
  
 7. Term of
Plan. Subject to Section 21 of the Plan, the Plan shall become effective upon the effective date of its adoption by the Board. It shall continue in effect for a term of ten (10) years unless terminated earlier under Section 17 of
the Plan. 
  

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 8. Term of Option. The term of each Option shall be stated in the Option Agreement. In the case of
an Incentive Stock Option, the term shall be ten (10) years from the date of grant or such shorter term as may be provided in the Option Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the
Incentive Stock Option is granted, owns shares representing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five
(5) years from the date of grant or such shorter term as may be provided in the Option Agreement. 
  
 9. Option Exercise Price and Consideration. 
  
 (a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following: 
  
 (i) In the case of
an Incentive Stock Option 
  
 (A) granted to an Employee who, at
the time the Incentive Stock Option is granted, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant. 
  
 (B) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. 
  
 (ii) In the case of a Nonstatutory Stock Option, the per Share exercise
price shall be determined by the Administrator. In the case of a Nonstatutory Stock Option intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, the per Share exercise price shall be
no less than 100% of the Fair Market Value per Share on the date of grant. 
  
 (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger or other corporate
transaction. 
  
 (b) Waiting Period and Exercise Dates. At
the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. 
  
 (c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may
consist entirely of: 
  
 (i) cash; 
  
 (ii) check; 
  

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 (iii) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been
owned by the Participant for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

  
 (iv) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; 
  
 (v) a reduction in the amount of any Company liability to the Participant, including any liability attributable to the Participant’s participation in any Company-sponsored deferred compensation program or
arrangement; 
  
 (vi) any combination of the foregoing methods of
payment; or 
  
 (vii) such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws. 
  
 10. Exercise of Option. 
  
 (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in
the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. 
  
 An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the 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 Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the
Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the Optioned Shares, 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 or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 15 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 which the Option is exercised. 
  
 (b) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her
Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of 
  

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 the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan. 
  
 (c) Disability of Participant. If a
Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the
date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after
termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  
 (d) Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Participant’s estate or
by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Participant’s termination. If, at the time of death, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or administrator of the Participant’s estate or, if none, by the person(s) entitled to exercise the Option under the Participant’s will or the laws of descent or distribution.
If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 
  

(e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made. 
  
 11. Stock Appreciation Rights 
  
 (a) Grant of SARs. SARs may be granted to Service Providers at any time and from time to time as shall be determined by the Administrator, in its
sole discretion. 
  
 (b) Number of Shares. The
Administrator will have complete discretion to determine the number of SARs granted to any Participant, provided that during any fiscal year, no Participant will be granted Options and/or SARs covering more than 500,000 Shares. Notwithstanding the
foregoing limitation, in connection with a Participant’s initial service as an Employee, an Employee may be granted Options and/or SARs covering up to an additional 300,000 Shares. 
  

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 (c) Exercise Price and other Terms. The Administrator, subject to the provision of the Plan, shall
have complete discretion to determine the terms and conditions of SARs granted under the Plan. However, the exercise price of an SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant. 
  
 (d) SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. 
  
 (e) Expiration of SARs. An SAR granted under the Plan shall expire
upon the date determined 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 for an 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, a Participant shall be entitled to receive 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 the exercise price; times 
  
 (ii) the number of Shares with respect to which the SAR is exercised. 
  
 12. Stock Purchase Rights. 
  
 (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant, of the terms,
conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted by
execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator. 
  
 (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or Disability). Unless the Administrator provides otherwise, the purchase price for Shares repurchased
pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the
Administrator. 
  

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 (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 
  
 (d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a shareholder,
and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock
Purchase Right is exercised, except as provided in Section 15 of the Plan. 
  
 13. Restricted Stock Units 
  
 (a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit grant will be evidenced by an Award Agreement that will specify such other terms and
conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 13(d), may
be left to the discretion of the Administrator. 
  
 (b) Number
of Restricted Stock Units. The Administrator will have complete discretion to determine the number of Restricted Stock Units granted to any Participant. 
  
 (c) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but
not limited to, continued employment), or any other basis determined by the Administrator in its discretion. 
  
 (d) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as specified
in the Award Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. 
  
 (e) Form and Timing of Payment. Payment of earned Restricted Stock
Units will be made as soon as practicable after the date(s) set forth in the Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by
Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan. 
  
 (f) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company. 

 
 14. Non-Transferability of Awards. Unless determined otherwise by
the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the 
  

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 lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award shall
contain such additional terms and conditions as the Administrator deems appropriate. 
  
 15. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 
  
 (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding
Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per
Share of Shares covered by each such outstanding Award, 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 other increase or decrease in the number of issued 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 of consideration.” 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 securities convertible 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 Award. 
  
 (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the
right to exercise his or her Award until twenty (20) days prior to such transaction as to all of the Optioned Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may
provide that any Company repurchase option or forfeiture rights applicable to any Shares purchased upon exercise of an Award shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action. 
  

(c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the
assets of the Company, each outstanding Award shall be assumed or an equivalent option or right 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 Award, the Participant shall fully vest in and have the right to exercise the Award as to all of the Optioned Shares, including Shares as to which it would not otherwise be vested or exercisable. If an Award becomes
fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Participant in writing or electronically that the Award shall be fully vested and exercisable for a
period of twenty (20) days from the date of such notice, and the Award shall terminate upon the expiration of such period. For the purposes of this paragraph, the Award shall be considered assumed if, following the merger or sale of assets, the
option or right confers the right to purchase or receive, for each Share of Optioned Shares subject to the Award immediately prior to the merger or sale of assets, the consideration (whether shares, cash, or other securities or property) received in
the merger or sale of 
  

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 assets by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common shares of
the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share of Optioned Shares subject to the Award, to be
solely common shares of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Shares in the merger or sale of assets. 
  
 16. Date of Grant. The date of grant of an Award shall be, for all purposes, the date on which the Administrator
makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant. 
  
 17. Amendment And Termination Of The Plan. 
  
 (a) Amendment And Termination. The Board may at any time amend,
alter, suspend or terminate the Plan. 
  
 (b) Shareholder
Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. 
  
 (c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination. 
  
 18. Conditions Upon Issuance of Shares. 
  
 (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. 
  
 (b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person
exercising such Award 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 or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required. 
  
 19. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 
  

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 20. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 
  
 21. Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date
the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws. 
  

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 GENESIS MICROCHIP, INC. 
  
 1997 EMPLOYEE STOCK OPTION PLAN 
  
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS 
  
 Unless otherwise defined herein, the terms defined in the 1997 Employee Stock Option Plan (the “Plan”) will have
the same defined meanings in this Notice of Grant. 
  
 Name: 
  
 Address: 
  
 You have been granted the right to receive Restricted Stock Units, subject
to the terms and conditions of the Plan and this Restricted Stock Unit Agreement as follows: 
  

			
	 GrantNumber
	  	  


		
	 Date of Grant
	  	  


		
	 VestingCommencement Date
	  	  


		
	 TotalNumber of Restricted Stock
	  	  



  
 Units 
  
 Vesting Schedule: 
  
 One-fourth (1/4th) of the Restricted Stock Units will vest and be issued to Participant on             ,
2006, and one-sixteenth (1/16th) of the Restricted Stock Units will vest and be issued to Participant each
quarter thereafter, provided that the Participant continues to be a Service Provider through such dates. In the event Participant ceases to be a Service Provider for any or no reason (including death or Disability) before Participant vests in the
right to acquire the Shares to be issued pursuant to the Restricted Stock Unit, the Restricted Stock Unit and the Participant’s right to acquire any Shares hereunder will immediately terminate. 
  
 By your signature and the signature of the Company’s representative
below, you and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and the Terms and Conditions of Restricted Stock Units (the “Agreement”), attached hereto as Exhibit A, both of
which are made a part of this document. You further agree to execute the attached Agreement as a condition to receiving any Restricted Stock Units under this Award. 
  

			
	PARTICIPANT:	  	 
	 GENESIS MICROCHIP, INC.
	  	 
		
	  

	  	  


	Signature	  	 
	 By
	  	 
	  

	  	

	Print Name	  	 
	 Title
	  	 

  

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 APPENDIX A 
  
 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS 
  
 1. Grant. The Company hereby grants to the Participant under the Plan an award of Restricted Stock Units, subject to
all of the terms and conditions in this Agreement and the Plan. 
  
 2. Company’s Obligation to Pay. Each Restricted Stock Unit has a value equal to the Fair Market Value of a Share on the date it becomes vested. Unless and until the Restricted Stock Units will have vested in the manner set forth
in paragraphs 3 and 4, the Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company. 
  
 3. Vesting Schedule. Subject to paragraph 4, the Restricted Stock Units awarded by this Agreement will vest in the Participant according to the vesting schedule set forth on the attached Notice of Grant of
Restricted Stock Units, subject to the Participant continuing to be a Service Provider through each such date. 
  
 4. Forfeiture upon Termination of Continuous Service. Notwithstanding any contrary provision of this Agreement, if the Participant ceases to be a
Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company and the Participant will have no further rights thereunder. 
  
 5. Payment after Vesting. Any Restricted Stock Units that vest in
accordance with paragraph 3 will be paid to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, provided that to the extent determined appropriate by the Company, any federal, state and local
withholding taxes with respect to such Restricted Stock Units will be paid by reducing the number of Shares actually paid to the Participant. 
  
 6. Payments after Death. Any distribution or delivery to be made to the Participant under this Agreement will, if the Participant is then deceased,
be made to the Participant’s designated beneficiary, or if no beneficiary survives the Participant, the administrator or executor of the Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his
or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 
  
 7. Withholding of Taxes. Notwithstanding any contrary provision of
this Agreement, no certificate representing the Shares will be issued to the Participant, unless and until satisfactory 
  

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 arrangements (as determined by the Administrator) will have been made by the Participant with respect to the payment of
income, employment and other taxes which the Company determines must be withheld with respect to such Shares so issuable. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the
Participant to satisfy such tax withholding obligation, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market
Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number of such
Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. If the Participant fails to make satisfactory
arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Shares and the Shares will
be returned to the Company at no cost to the Company. 
  
 9.
Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until
certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant. 
  
 10. No Effect on Employment. The Participant’s employment with the Company and its Parent or Subsidiaries is on
an at-will basis only. Accordingly, the terms of the Participant’s employment with the Company and its Parent or Subsidiaries will be determined from time to time by the Company or the Parent or Subsidiary employing the Participant (as the case
may be), and the Company or the Parent or Subsidiary will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Participant at any time for any reason whatsoever, with or without good cause.

  
 11. Address for Notices. Any notice to be given to the
Company under the terms of this Agreement will be addressed to the Company, in care of its Vice President, Human Resources at Genesis Microchip, Inc., 2150 Gold Street, Alviso, California, 95002, or at such other address as the Company may
hereafter designate in writing. 
  
 12. Grant is Not
Transferable. Except to the limited extent provided in paragraph 6, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise)
and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 
  

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 13. Binding Agreement. Subject to the limitation on the transferability of this grant contained
herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
  
 14. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that
the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of
shares to the Participant (or his estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The
Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. 
  
 15. Plan Governs. This Agreement is subject to all terms and
provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. 
  
 16. Administrator Authority. The Administrator will have the power to interpret the Plan and this Agreement and to
adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units
have vested). All actions taken and all interpretations and determinations made by the Plan Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Plan Administrator
will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 
  
 17. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this
Agreement. 
  
 18. Agreement Severable. In the event that
any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

  
 By Participant’s signature below, Participant represents
that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Participant agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan or this Agreement. Participant further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant of Restricted Stock Units. 
  

 -18- 









					
	PARTICIPANT	 	GENESIS MICROCHIP INC.
			
	  

	 	 	 	  


	Signature	 	 	 	 
	 	 	By	 	 
			
	  

	 	 	 	  


	Print Name	 	 	 	 
	 	 	Title	 	 
		
	Date:                     	 	Date:                     

  

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