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                                                                   Exhibit 10.29

                              EMPLOYMENT AGREEMENT

     This Employment Agreement is made and entered into by and between Oak 
Technology Inc. (the "Company") and Young Sohn ("Sohn") as of February 22, 
1999 (the "Effective Date").

     1.   POSITION AND DUTIES. Sohn shall be employed by the Company as its 
President and Chief Executive Officer ("CEO") reporting to the Company's 
Board of Directors (the "Board"). Sohn's employment shall commence February 
26, 1999 (the "Employment Date"). As its President and CEO, Sohn agrees to 
devote his full business time, energy and skill to his duties at the Company. 
These duties shall include all those duties customarily performed by the 
President and CEO.

     2.   TERM OF EMPLOYMENT. Sohn's employment with the Company will be for 
no specified term, and may be terminated by Sohn or the Company at any time, 
with or without cause.

     3.   COMPENSATION. Sohn shall be compensated by the Company for his 
services as follows:

          (a)   BASE SALARY. As President and CEO, Sohn shall be paid a 
monthly Base Salary of $37,500 per month ($450,000 on an annualized basis), 
subject to applicable withholding, in accordance with the Company's normal 
payroll procedures.

          (b)   BENEFITS. Sohn shall have the right, on the same basis as 
other members of senior management of the Company, to participate in and to 
receive benefits under any of the Company's employee benefit plans, as such 
plans may be modified from time to time. In addition, Sohn shall be entitled 
to the benefits afforded to other members of senior management under the 
Company's vacation, holiday and business expense reimbursement policies.

          (c)   PERFORMANCE BONUS. Sohn shall have the opportunity to earn a 
Performance Bonus beginning with the Fiscal Year commencing July 1, 1999. 
This Performance Bonus shall be based upon the achievement of certain fiscal 
and performance-based objectives as agreed to by Sohn and the Board. The 
target amount for the Performance Bonus shall be 60% of base salary with a 
maximum bonus of 120% of base salary (less applicable withholding).

          (d)   SPECIAL BONUS. Subject to the provisions of this Agreement, 
Sohn shall receive a Special Bonus in the amount of Two Million Dollars 
($2,000,000) plus an inflation adjustment. The Special Bonus shall be paid in 
three installments of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six 
Dollars and Sixty-Seven Cents ($666,666.67) plus the inflation adjustment, 
less applicable withholding, on the first three anniversaries ("Anniversary 
Date") of Sohn's Employment Date, provided Sohn is continuously employed from 
the Employment Date until such Anniversary Date. For purposes of this 
Paragraph 3(d), the inflation adjustment for each Special Bonus payment shall 
be an amount equal to $2,000,000 less the amount of the 

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Special Bonus which has been paid prior to the Anniversary Date for which the 
inflation adjustment is being calculated multiplied by 4.62%.

          (e)   LOAN. As of the Effective Date, the Company will loan Sohn 
Two Million Dollars ($2,000,000) (the "Loan") which shall bear interest at 
the minimum federal rate, and shall be payable in three annual installments 
of principal and interest on the anniversaries of Sohn's Employment Date. The 
Loan shall be subject to Sohn's execution of a Promissory Note in the form 
attached hereto as EXHIBIT A. Except as otherwise provided in this Agreement, 
the balance outstanding on the Loan shall be due and payable upon Sohn's 
termination of employment. In the event Sohn's employment is terminated by 
the Company for any reason within one year of his Employment Date, at Sohn's 
election, the Loan may be paid, in whole or in part, with shares of the 
Company's stock acquired upon exercise of the Option. Any stock used to repay 
the Loan shall be valued at the price paid by Sohn for such stock upon 
exercise of the Option.

     4.   STOCK OPTION As of the Effective Date, Sohn shall be granted an 
option to purchase 2,000,000 shares of the Common Stock of the Company (the 
"Option"), with an exercise price equal to the fair market value of the 
Company's stock on the date of grant. Except as provided herein, the Option 
shall be subject to the terms of the Company's Executive Stock Option Plan 
and the option agreement provided pursuant to the plan. Subject to compliance 
with applicable securities law, the Option shall be exercisable in full on 
the date of grant, provided that any shares acquired upon exercise which have 
not vested (as described below) are subject to a right of repurchase (at 
original cost) in favor of the Company. The shares subject to the Option 
shall vest and become "Vested Shares" as follows:

          (a)   Except as otherwise provided herein, for each full month of 
Sohn's continuous employment with the Company (or any parent or subsidiary of 
the Company) after his Employment Date, 1/48 of the shares subject to the 
Option shall become Vested Shares. In no event shall the number of Vested 
Shares exceed the total number of shares subject to the Option.

          (b)   In the event that the Company's Common Stock has an average 
closing price of at least $20 per share (the "Trading Value") for a period of 
thirty (30) consecutive calendar days, 1/2 of the shares subject to the 
Option which are not Vested Shares as of such date (as determined without 
regard to this paragraph (b)) shall become Vested Shares. Subject to the 
Sohn's continued employment with the Company (or any parent or subsidiary of 
the Company), the remaining unvested shares shall become Vested Shares in 
equal monthly increments over the period commencing on the date of such 
acceleration and ending on the date four (4) years after the Employment Date.

          (c)   In the event of a Change of Control (as defined below), all 
shares subject to the Option shall become Vested Shares as of the effective 
date of the Change of Control, subject to paragraph 8, below.

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          (d)   In the event that Sohn's employment with the Company (or any 
parent or subsidiary of the Company) is involuntarily terminated by the 
Company (or any parent or subsidiary of the Company) during Sohn's first year 
of employment, the number of Vested Shares shall be increased to the greater 
of (i) a total of 1/4 of the shares subject to the Option, or (ii) the number 
of Vested Shares calculated pursuant to the other provisions of this 
paragraph 4 plus 1/8 of the total number of shares subject to the Option. 
Such acceleration of vesting is effective as of the date of Sohn's 
termination of employment.

          (e)   In the event that Sohn's employment with the Company (or any 
parent or subsidiary of the Company) is involuntarily terminated by the 
Company (or any parent or subsidiary of the Company) after Sohn's first year 
of employment other than For Cause, the number of Vested Shares shall be 
increased to such number of Vested Shares calculated pursuant to the other 
provisions of this paragraph 4 plus 1/8 of the total number of shares subject 
to the Option.

     5.   BENEFITS UPON INVOLUNTARY TERMINATION OR RESIGNATION FOR GOOD 
REASON AFTER CHANGE OF CONTROL.

          (a)   INVOLUNTARY TERMINATION OR RESIGNATION FOR GOOD REASON AFTER 
A CHANGE OF CONTROL. Within twelve (12) months after the occurrence of any 
Change of Control, if Sohn's employment is involuntarily terminated, or if 
Sohn resigns for Good Reason, Sohn shall be entitled to the following 
separation benefits:

                (i)   continued payment of Sohn's salary at his Base Salary 
rate, less applicable withholding, for twelve (12) months following his 
termination; and

                (ii)  100% of Sohn's target Performance Bonus, less 
applicable withholding, payable in a lump sum within thirty (30) days 
following his termination;

                (iii) if Sohn elects continued medical insurance coverage in 
accordance with the applicable provisions of federal law (commonly referred 
to as "COBRA"), the Company shall pay Sohn's COBRA premium contributions for 
twelve (12) months. Notwithstanding the above, in the event Sohn becomes 
covered under another employer's group health plan during the period provided 
for herein, the Company shall cease payment of the COBRA premiums.

          (b)   DEFINITIONS.

                (i)   CHANGE OF CONTROL: For purposes of this Agreement, a 
"Change of Control" shall be deemed to have occurred in the event any of the 
following occurs with respect to the Company: 

                      (A)   the direct or indirect sale or exchange by the 
stockholders of the Company of all or substantially all of the stock of the 
Company where the stockholders of the Company before such sale or exchange do 
not retain, directly or indirectly, at least a majority of the beneficial 
interest in the voting stock of the Company after such sale or exchange.

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                      (B)   a merger or consolidation in which the Company is 
a party where the stockholders of the Company before such merger or 
consolidation do not retain, directly or indirectly, at least a majority of 
the beneficial interest in the voting stock of the Company after such merger 
or consolidation.

                      (C)   the sale, exchange, or transfer of all or 
substantially all of the assets of the Company other than a sale, exchange, 
or transfer to one (1) or more subsidiaries of the Company. 

                      (D)   a liquidation or dissolution of the Company.

                (ii)  "GOOD REASON". For purposes of this Agreement, "Good 
Reason" means any of the following conditions, which condition(s) remain(s) 
in effect 30 days after written notice to the Board from Sohn of such 
condition(s).

                      (A)   a decrease in Sohn's Base Salary and/or a 
material decrease in Sohn's Performance Bonus Plan or employee benefits; or

                      (B)   any change in Sohn's title, authority, 
responsibilities or duties, so that any of them are not substantially 
equivalent to Sohn's title, authority, responsibilities or duties as 
determined immediately prior to the Change of Control.

          (c)   In the event of Sohn's involuntary termination or Resignation 
for Good Reason within twelve (12) months after a Change Of Control, Sohn 
shall be entitled to the separation benefits provided in this Paragraph 5, 
and shall not be entitled to benefits under Paragraph 7, below.

     6.   BENEFITS UPON VOLUNTARY TERMINATION. In the event of Sohn's 
voluntary termination from employment with the Company other than his 
resignation for Good Reason within twelve (12) months after a Change of 
Control as provided in paragraph 5, above, Sohn shall be entitled to no 
compensation or benefits from the Company other than those earned under 
paragraph 3 above through the date of his termination or in the case of any 
stock options, vested through the date of his termination.

     7.   BENEFITS UPON OTHER TERMINATION. Sohn agrees that his employment 
may be terminated by the Company at any time, with or without cause. In the 
event of the termination of Sohn's employment by the Company for the reasons 
set forth below, he shall be entitled to the following:

          (a)   TERMINATION FOR ANY REASON DURING THE FIRST YEAR OF 
EMPLOYMENT. If Sohn's employment is terminated by the Company for any reason 
prior to the first anniversary of the Employment Date, Sohn shall be entitled 
to the following separation benefits:

                (i)   continued payment of Sohn's salary at his Base Salary 
rate, less applicable withholding, for twelve (12) months following his 
termination;

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                (ii)  50% of Sohn's target Performance Bonus, less applicable 
withholding payable in a lump sum within thirty (30) days following his 
termination;

                (iii) payment of the first installment of the Special Bonus, 
plus an inflation adjustment, less applicable withholding. The inflation 
adjustment shall be prorated for the number of days from the Employment Date 
until the termination date (or, if later, until the date such Special Bonus 
is paid) over 365 days; provided, however, that no payment of the first 
installment of the Special Bonus shall be made in the event that Sohn's 
termination results from death or Disability as that term is defined in 
paragraph 7(e), below.

                (iv)  if Sohn elects continued medical insurance coverage in 
accordance with the applicable provisions of federal law (commonly referred 
to as "COBRA"), the Company shall pay Sohn's COBRA premium contributions for 
twelve (12) months. Notwithstanding the above, in the event Sohn becomes 
covered under another employer's group health plan during the period provided 
for herein, the Company shall cease payment of the COBRA premiums; and

                (v)   Additional vesting of the Option as provided in 
Paragraph 4.

          (b)   TERMINATION WITHOUT CAUSE AFTER THE FIRST YEAR OF EMPLOYMENT. 
If Sohn's employment is terminated by the Company for any reason other than 
For Cause after the first anniversary of the Employment Date, Sohn shall be 
entitled to the following separation benefits:

                (i)   continued payment of Sohn's salary at his Base Salary 
rate, less applicable withholding, for six (6) months following his 
termination;

                (ii)  50% of Sohn's target Performance Bonus, less applicable 
withholding payable in a lump sum within thirty (30) days following his 
termination;

                (iii) if Sohn elects continued medical insurance coverage in 
accordance with the applicable provisions of federal law (commonly referred 
to as "COBRA"), the Company shall pay Sohn's COBRA premium contributions for 
twelve (12) months. Notwithstanding the above, in the event Sohn becomes 
covered under another employer's group health plan during the period provided 
for herein, the Company shall cease payment of the COBRA premiums; and

                (iv)  additional vesting of the Option as provided in 
Paragraph 4.

          (c)   TERMINATION FOR CAUSE AFTER FIRST YEAR OF EMPLOYMENT. If 
Sohn's employment is terminated after the first anniversary of the Employment 
Date For Cause as defined below, Sohn shall be entitled to no compensation or 
benefits from the Company other than those earned under paragraph 3, or in 
the case of any stock options, vested through the date of his termination.

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          (d)   DEFINITION OF FOR CAUSE.

                (i)   For purposes of this Agreement, a termination "For 
Cause" occurs if Sohn is terminated for any of the following reasons:

                      (A)   commission of any crime involving moral turpitude;

                      (B)   repeated insobriety or substance abuse at the 
workplace;

                      (C)   theft of material Company assets;

                      (D)   Sohn's causing the Company to be convicted of a 
crime or to incur criminal penalties; or

                      (E)   Sohn's refusal to perform duties reasonably given 
to him by the Board of Directors which duties are within the scope of the 
normal duties of a CEO, which refusal continues after receiving notice 
thereof and a reasonable opportunity to cure.

          (e)   TERMINATION DUE TO DEATH OR DISABILITY. For purposes of this 
Agreement, Sohn's termination due to death or Disability shall be considered 
his involuntary termination other than for Cause on the date of his death or 
Disability and benefits shall be paid to Sohn or his estate accordingly. In 
addition, notwithstanding anything to the contrary in the Promissory Note, 
the full amount of the principal and interest outstanding on the Promissory 
Note at the time of death or Disability shall be forgiven and the Promissory 
Note shall be canceled. For purposes of this Agreement, Disability means the 
permanent incapacity of Sohn by reason of physical or mental illness, injury 
or condition, to perform his usual duties for the Company

     8.   280G LIMITATIONS. To the extent that any of the payments and 
benefits provided for in this Agreement, including, without limitation, 
acceleration of option vesting under Paragraph 4, or otherwise payable to 
Sohn constitute "parachute payments" within the meaning of Section 280G of 
the Internal Revenue Code of 1986, as amended (the "Code"), and, but for this 
Paragraph 8, would be subject to the excise tax imposed by Section 4999 of 
the Code or any similar or successor provision, the aggregate amount of such 
payments and benefits shall be reduced, but only to the extent necessary so 
that none of such payments are subject to excise tax pursuant to Section 4999 
of the Code (the "Excise Tax"). In the event that any such reduction shall be 
required, Sohn shall determine, in his sole discretion, which benefits 
(option acceleration or cash payments) shall be reduced to avoid the Excise 
Tax.

     9.   TAX WITHHOLDING. All payments under this Agreement shall be subject 
to withholding for all applicable state and federal income and employment 
taxes. At the time the Promissory Note is canceled or any payment thereunder 
is forgiven, in whole or in part, or at any time thereafter as requested by 
the Company, Sohn hereby authorizes withholding from payroll and any other 
amounts payable to him, and otherwise agrees to make adequate provision for 
any sums required to satisfy the federal, state, local and foreign tax 
withholding obligations of the Company, which may arise in connection with 
such forgiveness or cancellation. Sohn 

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acknowledges that, notwithstanding any other provision of this Agreement, no 
obligations under the Promissory Note shall be forgiven or canceled unless 
the tax withholding obligations of the Company are satisfied.

     10.  BONUS OFFSET. Notwithstanding any other provision herein to the 
contrary, the Company may offset any payments of the Special Bonus which may 
be due under this Agreement, net of applicable withholding, against any 
payments owed by Sohn pursuant to the Promissory Note and Sohn, by his 
execution of this Agreement, expressly consents to such offset.

     11.  CONFIDENTIALITY AGREEMENT. Sohn agrees to abide by the terms and 
conditions of the Company's standard Confidentiality Agreement as executed by 
Sohn and attached hereto as EXHIBIT B.

     12.  DISPUTE RESOLUTION. In the event of any dispute or claim relating 
to or arising out of this Agreement (including, but not limited to, any 
claims of breach of contract, wrongful termination or age, sex, race or other 
discrimination), Sohn and the Company agree that all such disputes shall be 
fully and finally resolved by binding arbitration conducted by the American 
Arbitration Association in San Jose, California in accordance with its 
National Employment Dispute Resolution rules, as those rules are currently in 
effect (and not as they may be modified in the future). Sohn acknowledges 
that by accepting this arbitration provision he is waiving any right to a 
jury trial in the event of such dispute. Provided, however, that this 
arbitration provision shall not apply to any disputes or claims relating to 
or arising out of the misuse or misappropriation of trade secrets or 
proprietary information.

     13.  NON-SOLICITATION. Sohn agrees that for a period of one year after 
the date of the termination of his employment for any reason, he shall not, 
either directly or indirectly, solicit the services, or attempt to solicit 
the services, of any employee of the Company to any other person or entity.

     14.  INTERPRETATION. Sohn and the Company agree that this Agreement 
shall be interpreted in accordance with and governed by the laws of the State 
of California.

     15.  SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit 
of and be binding upon the Company and its successors and assigns. In view of 
the personal nature of the services to be performed under this Agreement by 
Sohn, he shall not have the right to assign or transfer any of his rights, 
obligations or benefits under this Agreement, except as otherwise noted 
herein.

     16.  ENTIRE AGREEMENT. This Agreement constitutes the entire employment 
agreement between Sohn and the Company regarding the terms and conditions of 
his employment, with the exception of (i) the Promissory Note described in 
Paragraph 3(d) and attached hereto as Exhibit A; (ii) the agreement described 
in Paragraph 11 and attached hereto as Exhibit B; and (iii) any stock option 
agreements between Sohn and the Company. This Agreement (including the 
documents described in (i), (ii) and (iii) herein) supersedes all prior 
negotiations, representations 

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or agreements between Sohn and the Company, whether written or oral, 
concerning Sohn's employment by the Company.

     17.  VALIDITY. If any one or more of the provisions (or any part 
thereof) of this Agreement shall be held invalid, illegal or unenforceable in 
any respect, the validity, legality and enforceability of the remaining 
provisions (or any part thereof) shall not in any way be affected or impaired 
thereby.

     18.  MODIFICATION. This Agreement may only be modified or amended by a 
supplemental written agreement signed by Sohn and the Company.

     IN WITNESS WHEREOF, the parties have executed this Agreement effective 
as of the date set forth above.

                                      OAK TECHNOLOGY, INC.


Date:                                 By:
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                                      Its:
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Date:
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                                      Young Sohn



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