Exhibit 10.45
 TRIDENT MICROSYSTEMS, INC.
FORM OF STOCK OPTION AGREEMENT
(For US Participant)
  Company  Notice
of Grant of Stock Option  Grant Notice   Option
Agreement   Option   Plan   Plan Prospectus 
 1. Definitions and Construction.
 Definitions .
 Construction .
 2. Tax Consequences.
 Tax Status of Option .
 Incentive Stock Option .




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Nonstatutory Stock Option.
 ISO Fair Market Value Limitation. If the Grant Notice designates this Option as an
Incentive Stock Option,
 3. Administration.
  4. Exercise of the Option.
 Right to Exercise .
 2




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Method of Exercise .  Exercise Notice 
 Payment of Exercise Price.
 Forms of Consideration Authorized .
 Limitations on Forms of Consideration.
 Cashless
Exercise.  Cashless Exercise 
 3




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Net-Exercise.  Net-Exercise 
 Stock
Tender Exercise.  Stock Tender
Exercise 
 Tax Withholding .
 In General.
 Withholding in Shares .
 Beneficial Ownership of Shares; Certificate Registration .
 4




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Restrictions on Grant of the Option and Issuance of Shares .
 Fractional Shares .
 5. Nontransferability of the Option.
  6. Termination of the Option.
  5




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7. Effect of Termination of Service.
 Option Exercisability.
 Disability .
 Death .
 Termination for Cause.
 Other Termination of Service .
 Extension if Exercise Prevented by Law .
 6




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8. Effect of Change in Control.
  Acquiror 
 9. Adjustments for Changes in Capital Structure.
  7




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10. Rights as a Stockholder, Director, Employee or Consultant.
  11. Notice of Sales Upon Disqualifying Disposition.
 if the Grant Notice designates this
Option as an Incentive Stock Option,
 12. Legends.
   8




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" INSERT
DISQUALIFYING DISPOSITION DATE HERE
 13. Miscellaneous Provisions.
 Termination or Amendment.
 Further Instruments.
 Binding Effect.
 Delivery of Documents and Notices.
 Description of Electronic Delivery.
 9




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Consent to Electronic Delivery.
 Integrated Agreement.
 Applicable Law.
 Counterparts.
 10




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TRIDENT MICROSYSTEMS, INC.
FORM OF STOCK OPTION AGREEMENT
(For Non-US Participant)
  Company  Notice
of Grant of Stock Option  Grant
Notice   Option
Agreement   Option   Plan   Plan
Prospectus 
 1. Definitions and Construction.
 Definitions .
 Construction .
 2. Certain Conditions of the Option.
 Compliance with Local Law.
 Employment Conditions.




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2




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2.3 Data Privacy Consent.
 The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Participants personal data as described in this
document by and among the members of the Participating Company Group for the exclusive purpose of
implementing, administering and managing the Participants participation in the Plan.
 The Participant understands that the Participating Company Group holds certain personal
information about the Participant, including, but not limited to, the Participants name, home
address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares or directorships held in the Company, details of
all Options or any other entitlement to shares awarded, canceled, exercised, vested, unvested or
outstanding in the Participants favor, for the purpose of implementing, administering and managing
the Plan (Data). The Participant understands that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that these recipients
may be located in the Participants country or elsewhere, and that the recipients country may have
different data privacy laws and protections than the Participants country. The Participant
understands that he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting the Participants local human resources representative. The
Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Participants participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom the Participant may elect to deposit any shares
acquired upon exercise of the Option. The Participant understands that Data will be held only as
long as is necessary to implement, administer and manage the Participants participation in the
Plan. The Participant understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing the
Participants local human resources representative. The Participant understands, however, that
refusing or withdrawing the Participants consent may affect the Participants ability to
participate in the Plan. For more information on the consequences of the Participants refusal to
consent or withdrawal of consent, the Participant understands that he or she may contact the
Participants local human resources representative.
 3. Administration.
  3




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4. Exercise of the Option.
 Right to Exercise .
 Method of Exercise .  Exercise Notice 
 Payment of Exercise Price.
 Forms of Consideration Authorized .
 Limitations on Forms of Consideration.
 4




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Cashless
Exercise.  Cashless Exercise 
 Net-Exercise.  Net-Exercise 
 Stock
Tender Exercise.  Stock Tender Exercise 
 Tax Withholding .
 In General.  Tax
Obligations 
 5




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Withholding in Shares .
 Beneficial Ownership of Shares; Certificate Registration .
 Restrictions on Grant of the Option and Issuance of Shares .
 6




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Fractional Shares .
 5. Nontransferability of the Option.
  6. Termination of the Option.
  7. Effect of Termination of Service.
 Option Exercisability.
 Disability .
 Death .
 7




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Termination for Cause.
 Other Termination of Service .
 Extension if Exercise Prevented by Law .
 8. Effect of Change in Control.
  Acquiror 
 8




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9. Adjustments for Changes in Capital Structure.
  10. Rights as a Stockholder, Director, Employee or Consultant.
  11. Legends.
  9




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12. Miscellaneous Provisions.
 Termination or Amendment.
 Further Instruments.
 Binding Effect.
 Delivery of Documents and Notices.
 Description of Electronic Delivery.
 Consent to Electronic Delivery.
 10




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Integrated Agreement.
 Country-Specific Terms and Conditions.
 Applicable Law.
 Counterparts.
 11




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APPENDIX
 ADDITIONAL TERMS AND CONDITIONS OF
TRIDENT MICROSYSTEMS, INC.
STOCK OPTION AGREEMENT
FOR NON-US PARTICIPANTS
  NETHERLANDS
 Notification for Dutch Employees
  Prohibition Against Insider Trading.




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UNITED KINGDOM
 Tax and National Insurance Contributions Acknowledgment.
  Taxable
Event   HMRC 
  Joint Election for Pass-Through of Employer National Insurance Contributions
 2




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TRIDENT MICROSYSTEMS, INC.
FORM OF  RESTRICTED STOCK AGREEMENT
(For US Participant)
  Company  Notice
of Grant of Restricted Stock  Grant
Notice   Agreement   Plan   Plan Prospectus 
 1. Definitions and Construction.
 Definitions .
 Construction .
 Administration.




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3. The Award.
 Grant and Issuance of Shares.
 No Monetary Payment Required.
 Beneficial Ownership of Shares; Certificate Registration .
 Issuance of Shares in Compliance with Law .
 4. Vesting of Shares.
  2




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Company Reacquisition Right .
 Grant of Company Reacquisition Right .  Unvested Shares   Company Reacquisition Right 
 Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments .
 Obligation to Repay Certain Cash Dividends and Distributions.
 Escrow .
 Appointment of Agent.  Agent 
 3




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Establishment of Escrow .  Escrow 
 Delivery of Shares to Participant .
 Tax Matters .
 Tax Withholding.
 In General.
 4




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Assignment of Sale Proceeds .
 Withholding in Shares.
 Election Under Section 83(b) of the Code.
   5




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8. Effect of Change in Control.
  Acquiror 
 Adjustments for Changes in Capital Structure .
  6




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Rights as a Stockholder, Director, Employee or Consultant .
  Legends .
   Transfers in Violation of Agreement .
  7




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Miscellaneous Provisions .
 Termination or Amendment.
 Nontransferability of the Award.
 Further Instruments.
 Binding Effect.
 Delivery of Documents and Notices.
 Description of Electronic Delivery.
 8




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Consent to Electronic Delivery.
 Integrated Agreement.
 Applicable Law.
 Counterparts.
 9




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SignaturePrint Name
 Instructions




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SAMPLE
  
 Re: Section 83(b) Election
   1.
    
    The name, address and taxpayer identification number of the taxpayer are:
 Name:Address:Social Security Number:
 2.
    
    The following is a description of each item of property with respect to which the election is
made:
 
 3.
    
    The property was transferred to the undersigned on:
 
 The taxable year for which the election is made is:
 
 4.
    
    The nature of the restriction to which the property is subject:




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5.
    
    The following is the fair market value at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will never lapse) of the property
with respect to which the election is made:
 
  6.
    
    The following is the amount paid for the property:
  7.
    
    A copy of this election has been furnished to the Company, the corporation for which the
services were performed by the undersigned.
   Date:




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TRIDENT MICROSYSTEMS, INC.
FORM OF  RESTRICTED STOCK UNITS AGREEMENT
(For US Participant)
 Notice of Grant of
Restricted Stock Units  Grant Notice   Agreement   Plan   Plan Prospectus 
 1. Definitions and Construction.
 Definitions .
 Dividend Equivalent Units 
 Units 
 Construction .
 2. Administration.




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3. The Award.
 Grant of Units.
 No Monetary Payment Required.
 Dividend Equivalent Units.
 4. Vesting of Units.
  2




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5. Company Reacquisition Right.
 Grant of Company Reacquisition Right. Unvested Units ) Company
Reacquisition Right
 Ownership Change Event, Dividends, Distributions and Adjustments .
 6. Settlement of the Award.
 Issuance of Shares of Stock .
 Beneficial Ownership of Shares; Certificate Registration .
 Restrictions on Grant of the Award and Issuance of Shares .
 3




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Fractional Shares .
 7. Tax Withholding.
 In General.
 Assignment of Sale Proceeds.
 Withholding in Shares.
 8. Effect of Change in Control.
  4




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Acquiror
 9. Adjustments for Changes in Capital Structure.
  10. Rights as a Stockholder, Director, Employee or Consultant.
  5




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11. Legends.
  12. Compliance with Section 409A.
  Separation from Service; Required Delay in Payment to Specified Employee.  Section 409A Regulations   Delayed Payment Date 
 Other Delays in Payment.
 6




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Amendments to Comply with Section 409A; Indemnification.
 Advice of Independent Tax Advisor.
 13. Miscellaneous Provisions.
 Termination or Amendment.
 Nontransferability of the Award.
 Further Instruments.
 7




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Binding Effect.
 Delivery of Documents and Notices.
 Description of Electronic Delivery.
 Consent to Electronic Delivery.
 Integrated Agreement.
 8




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Applicable Law.
 Counterparts.
 9




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TRIDENT MICROSYSTEMS, INC.
FORM OF  RESTRICTED STOCK UNITS AGREEMENT
(For Non-US Participant)
 Notice of Grant of
Restricted Stock Units  Grant Notice   Agreement   Plan   Plan Prospectus 
 1. Definitions and Construction.
 Definitions .
  Dividend Equivalent Units 
  Units 
 Construction .
 2. Certain Conditions of the Award.
 Compliance with Local Law.
 Employment Conditions.




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2




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Data Privacy Consent.
 The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Participants personal data as described in this
document by and among the members of the Participating Company Group for the exclusive purpose of
implementing, administering and managing the Participants participation in the Plan.
 The Participant understands that the Participating Company Group holds certain personal
information about the Participant, including, but not limited to, the Participants name, home
address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares or directorships held in the Company, details of
all Awards or any other entitlement to shares awarded, canceled, exercised, vested, unvested or
outstanding in the Participants favor, for the purpose of implementing, administering and managing
the Plan ( Data ). The Participant understands that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that these recipients
may be located in the Participants country or elsewhere, and that the recipients country may have
different data privacy laws and protections than the Participants country. The Participant
understands that he or she may request a list with the names and addresses of any potential
recipients of the Data by contacting the Participants local human resources representative. The
Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Participants participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom the Participant may elect to deposit any shares
acquired upon settlement of the Award. The Participant understands that Data will be held only as
long as is necessary to implement, administer and manage the Participants participation in the
Plan. The Participant understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing the
Participants local human resources representative. The Participant understands, however, that
refusing or withdrawing the Participants consent may affect the Participants ability to
participate in the Plan. For more information on the consequences of the Participants refusal to
consent or withdrawal of consent, the Participant understands that he or she may contact the
Participants local human resources representative.
 3




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3. Administration.
  4. The Award.
 Grant of Units.
 No Monetary Payment Required.
 Dividend Equivalent Units.
 4




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5. Vesting of Units.
  6. Company Reacquisition Right.
 Grant of Company Reacquisition Right. Unvested Units ) Company Reacquisition Right
 Ownership Change Event, Dividends, Distributions and Adjustments .
 7. Settlement of the Award.
 Issuance of Shares of Stock .
 Beneficial Ownership of Shares; Certificate Registration .
 5




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Restrictions on Grant of the Award and Issuance of Shares .
 Fractional Shares .
 8. Tax Withholding.
 In General.  Tax Obligations 
 Assignment of Sale Proceeds.
 6




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Withholding in Shares.
 9. Effect of Change in Control.
 Acquiror
 10. Adjustments for Changes in Capital Structure.
  7




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11. Rights as a Stockholder, Director, Employee or Consultant.
  12. Legends.
  13. Miscellaneous Provisions.
 Termination or Amendment.
 Nontransferability of the Award.
 8




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Further Instruments.
 Binding Effect.
 Delivery of Documents and Notices.
 Description of Electronic Delivery.
 Consent to Electronic Delivery.
 9




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Integrated Agreement.
 Country-Specific Terms and Conditions.
 Applicable Law.
 Counterparts.
 10




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APPENDIX
 ADDITIONAL TERMS AND CONDITIONS OF
TRIDENT MICROSYSTEMS, INC.
RESTRICTED STOCK UNITS AGREEMENT
FOR NON-US PARTICIPANTS
  PEOPLES REPUBLIC OF CHINA
 The following terms and conditions are applicable only to citizens or passport holders of the
Peoples Republic of China:
 Discretionary Sale of Shares Upon Settlement by Non-Insider Employee.
 (i)
    
    authorizes and directs the Company to deposit the shares of Stock issuable to
the Participant on the Settlement Date to an account established for the benefit of the
Participant in accordance with Section 7.3 of the Agreement with a brokerage firm
designated by the Company (the Brokerage Firm); and(ii)
    
    irrevocably appoints the Company as the Participants agent to instruct the
Brokerage Firm to sell on behalf of the Participant at the prevailing market price on
the Settlement Date (or on the next trading day if the Settlement Date is not a day on
which the markets are open for trading) the shares of Stock deposited with the
Brokerage Firm on such Settlement Date; and(iii)
    
    irrevocably assigns to the Company or any other Participating Company out of
the proceeds of such sale of shares an amount equal to the Tax Obligations required to
be withheld in accordance with Section 8 of the Agreement, and authorizes the Company
to instruct the Brokerage Firm to pay to the Company or another Participating Company
an amount equal to the Tax Obligations required to be withheld; and(iv)
    
    authorizes and directs the Company to instruct the Brokerage Firm to deliver
the proceeds of such sale of shares, net of brokerage commissions, fees and Tax




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Obligations withheld, to the Company for the benefit of the Participant and to be
deposited to a designated custodial account for payment to the Participant; and(v)
    
    authorizes the Company and any other Participating Company to provide to the
Brokerage Firm information regarding the details of the Award and the Tax Obligations,
and authorizes the Brokerage Firm to provide to the Company and any other Participating
Company confirmation of the details of the sale of the shares of Stock.
 Mandatory Sale of Shares Upon Settlement by Insider Employee.
 Special Administration in China  SAFE 
 FRANCE
 Acknowledgment
  HONG KONG
 Securities Law Notice.
 2




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Vesting of Awards and Sale of Shares.
 INDIA
  NETHERLANDS
 Notification for Dutch Employees
  Prohibition Against Insider Trading.
  3




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SINGAPORE
 Securities Law Notice
  UNITED KINGDOM
 Tax and National Insurance Contributions Acknowledgment.
  Taxable
Event   HMRC 
  Joint Election for Pass-Through of Employer National Insurance Contributions
 4




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5