GENESIS MICROCHIP INC /DE
SETTLEMENT AGREEMENT AND RELEASE
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<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>dex104.htm
<DESCRIPTION>SETTLEMENT AGREEMENT AND RELEASE
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<TITLE>Prepared by R.R. Donnelley Financial -- Settlement Agreement and Release</TITLE>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>Exhibit 10.4 </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>SETTLEMENT AGREEMENT AND RELEASE </B></FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">This
Settlement Agreement and Release (&#147;Agreement&#148;) is made by and between Genesis Microchip, Inc. (including any company or organization that Genesis Microchip, Inc. has acquired in the past and any subsidiary or affiliate of Genesis
Microchip, Inc.) (the &#147;Company&#148;), and Amnon Fisher (&#147;Employee&#148;). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, Employee was
employed by the Company; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, the Company and Employee have entered into a Confidentiality and Property
Rights Agreement, dated January 31, 2000 (the &#147;Confidentiality Agreement&#148;); </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, the Company and
Employee have entered into an Indemnification Agreement, dated October 28, 2001 (the &#147;Indemnification Agreement&#148;);<B></B> </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2" COLOR="#000000">WHEREAS, the Company and Employee have mutually agreed to terminate the employment relationship and Employee has agreed to release the Company from any claims arising from or related to the employment relationship;
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, the Company and Employee entered into a Stock Option Agreement granting Employee, as of February 1,
2000, the option to purchase Two Hundred Thousand (200,000) shares of the Company&#146;s common stock subject to the terms and conditions of the Company&#146;s 1997 Employee Stock Option Plan and the Stock Option Agreement (the &#147;1997 Stock
Option Agreement&#148;); </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, the Company and Employee entered into Stock Option Agreements granting
Employee, as of February 1, 2000, the option to purchase Two Hundred Thousand (200,000) shares of the Company&#146;s common stock and, as of December 6, 2000, the option to purchase Twenty Five Thousand (25,000) shares of the Company&#146;s common
stock, subject to the terms and conditions of the Company&#146;s 2000 Nonstatutory Stock Option Plan, and the Stock Option Agreements (the &#147;2000 Stock Option Agreements&#148;); and </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">WHEREAS, the Company and Employee entered into a Stock Option Agreement granting Employee, as of January 2, 2001, the option to purchase One Hundred Fifty Thousand
(150,000) shares of the Company&#146;s common stock, subject to the terms and conditions of the Company&#146;s 2001 Nonstatutory Stock Option Plan and the Stock Option Agreement (the &#147;2001 Stock Option Agreement&#148;)(the 1997 Stock Option
Agreement, the 2000 Stock Option Agreements and the 2001 Stock Option Agreement are collectively referred to herein as the &#147;Stock Option Agreements&#148; and the 1997 Employee Stock Option Plan, the 2000 Nonstatutory Stock Option Plan and the
2001 Nonstatutory Stock Option Plan are collectively referred to herein as the &#147;Stock Plans&#148;).<B></B> </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">NOW THEREFORE, in consideration of the mutual promises made herein, the Company and Employee (collectively referred to herein as the &#147;Parties&#148;) hereby agree as follows: </FONT></DIV> <P></P>



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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">1.&nbsp;&nbsp;<I>Resignation</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee hereby resigns
from his position as the Company&#146;s Chief Executive Officer and President and any or all other positions that may have at any time been held by Employee with the Company, and his position as a member of the Company&#146;s Board of Directors,
effective June 25, 2002 (the &#147;Resignation Date&#148;). </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">2.<I>&nbsp;&nbsp;Consideration</I>. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;<I>Severance Payment</I>.&nbsp;&nbsp;&nbsp;&nbsp;As consideration for the release of claims as
set forth herein, the Company agrees to pay Employee severance in a lump sum equal to his base salary, less applicable withholding, for one year (the &#147;Severance Payment&#148;). The Severance Payment shall be made to Employee within ten days
after the Effective Date of this Agreement. Except as specifically set forth herein, as of the Resignation Date Employee will not be entitled to accrual of any employee benefits, including, but not limited to, vacation benefits or bonuses.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;<I>Health Insurance Benefits</I>.&nbsp;&nbsp;&nbsp;&nbsp;As additional
consideration for the release of claims as set forth herein, should Employee timely elect and pay for COBRA coverage, the Company shall reimburse Employee for twelve months of COBRA payments. The Company will also reimburse Employee for the cost of
one year of term life insurance for a maximum coverage amount of $500,000. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(c)&nbsp;&nbsp;<I>Stock Options</I>. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">i.&nbsp;&nbsp;<I>Additional
Vesting</I>.&nbsp;&nbsp;&nbsp;&nbsp;As additional consideration for the release of claims as set forth herein, the Company agrees to give Employee the opportunity to earn up to a maximum of twelve months of additional vesting on Employee&#146;s
outstanding options to purchase Company common stock (the &#147;Options) represented by the Stock Option Agreements, subject to certain restrictions. The Compensation Committee of the Company&#146;s Board of Directors (the &#147;Committee&#148;)
will meet with Employee on a rolling basis every two months, commencing two months after June 30, 2002 and ending one year from June 30, 2002. Employee agrees to make himself reasonably available to meet with the Committee at a mutually agreed upon
time and place, at which time Employee will provide information regarding communications, if any, he has had regarding the Company in the prior two-month period (the &#147;Review Period&#148;)). The Committee agrees to meet with Employee every two
months, on a date no later than thirty (30) days after the last day of the second month of the applicable Review Period in order to assess Employee&#146;s communications, if any, regarding the Company during such period. If the Committee determines
in its sole and absolute discretion that Employee&#146;s communications, if any, regarding the Company are acceptable, two months of the Options will vest and become exercisable as if Employee had continued providing services to the Company for such
two-month Review Period and Employee will be eligible to continue to earn additional vesting in two-month increments. If during the initial Review Period or at any time thereafter, the Committee determines that Employee&#146;s communications
regarding the Company are not acceptable, there will be no additional vesting and all future </FONT></DIV> <P></P>
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 <DIV STYLE="margin-left:8%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">opportunities for additional vesting of the Options will be permanently forfeited, including any opportunity for
accelerated vesting provided for pursuant to Paragraph 1(c)(ii) below. Unless the Committee and Employee agree to an alternate meeting date after a Review Period, if the Committee fails to meet with Employee on a date no later than thirty (30) days
after the last day of the second month of the Review Period due to the Committee&#146;s failure to propose a meeting date, two months of the Options will vest and become exercisable as if Employee had continued providing services to the Company.
However, upon the request of the Committee, Employee agrees that he shall nonetheless make himself reasonably available to meet with the Committee at a mutually agreed upon time and place, at which time Employee will provide information regarding
communications, if any, he has had regarding the Company in the preceding Review Period so that the Committee may assess Employee&#146;s communications. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:8%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">ii.&nbsp;&nbsp;<I>Change of Control</I>.&nbsp;&nbsp;&nbsp;&nbsp;In the event of a sale or merger of the Company in which the Company&#146;s shareholders do
not control more than fifty percent (50%) of the voting equity following such sale or merger, occurring within twelve (12) months of the Effective Date of this Agreement and assuming that the Committee has not determined that Employee&#146;s
communications regarding the Company are not acceptable, under Paragraph 1(c)(i), the remaining portion of the Options eligible for additional vesting pursuant to Paragraph 1(c)(i), if any, shall immediately vest and become exercisable without
further Committee meetings to determine the acceptability of Employee&#146;s communications related to the Company. In no event shall Paragraphs 1(c)(i) and 1(c)(ii), individually or read in combination with one another, be construed to provide more
than a maximum of twelve (12) months of additional vesting in the Options beyond the number of shares vested as of the Resignation Date. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">iii.&nbsp;&nbsp;<I>Exercisability of Vested Options</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee&#146;s period to exercise his Options, to the extent vested, shall be extended to July 30, 2003. The terms of
the existing Stock Option Agreements and Stock Plan shall continue to govern all other aspects of Employee&#146;s exercise and vesting of Options, and if applicable, the Company&#146;s right to repurchase any common stock issued pursuant to such
Options. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(d)&nbsp;&nbsp;<I>Attorneys&#146; Fees</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees to
reimburse Employee for legal fees and costs incurred by Employee in connection with the preparation of this Agreement up to a maximum amount of Ten Thousand Dollars ($10,000), less applicable withholdings at the supplemental withholding rates (the
&#147;Attorneys&#146; Fees Payment&#148;). The Attorneys&#146; Fees Payment shall be made by the Company to Employee in a lump sum, less applicable withholdings at the supplemental withholding rates, within ten (10) days of Employee&#146;s provision
to the Company of documentation substantiating his payments for legal fees and costs in connection with the preparation of this Agreement. </FONT></DIV> <P></P>
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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">3.<I>&nbsp;&nbsp;Benefits</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee&#146;s health
insurance benefits with the Company will cease on June 30, 2002, subject to the benefits described in paragraph 1(b), and subject to Employee&#146;s right to continue his health insurance coverage under COBRA after expiration of the benefits
described in paragraph 1(b). All other benefits and incidents of employment ceased on the Resignation Date. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">4.&nbsp;&nbsp;<I>Trade Secrets and Confidential Information/Company Property</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement. Employee&#146;s signature
below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee as a result of his employment or service on the Board of
Directors, or otherwise belonging to the Company, except as otherwise provided herein. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">5.&nbsp;&nbsp;<I>Payment
of Compensation</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee acknowledges and represents that the Company has paid all salary, wages, bonuses, accrued vacation, housing allowances, relocations costs, interest, severance, outplacement costs, fees, stock,
stock options, vesting, commissions and any and all other benefits and compensation due to Employee, once the above referenced payments and benefits are provided. Employee has thirty (30) days from the Resignation Date to file any remaining expense
reports and the Company shall have two (2) weeks from the date of receipt of such expense reports to make any appropriate reimbursements to Employee, pursuant to the Company&#146;s regular policies and practices related to expense reimbursement.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">6.&nbsp;&nbsp;<I>Release of Claims</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries,
predecessor and successor corporations and assigns (the &#147;Releasees&#148;). Employee hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute or pursue, any claim, complaint,
charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts or facts that have
occurred up until and including the date Employee signs this Agreement including, without limitation, </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(a)&nbsp;&nbsp;any and all claims relating to or arising out of Employee&#146;s employment relationship with the Company and the termination of that relationship; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;any and all claims relating to, or arising from, Employee&#146;s right to purchase, or actual purchase of shares of stock of the Company,
including, without limitation, any claims for fraud; misrepresentation; breach of fiduciary duty; breach of duty under applicable state corporate law; and securities fraud under any state or federal law; </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of
employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel;
negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; </FONT></DIV>
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 <DIV STYLE="margin-left:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion;
workers&#146; compensation; and disability benefits; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(d)&nbsp;&nbsp;any and all claims for
violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Fair Credit
Reporting Act; the Age Discrimination in Employment Act of 1967; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Restraining Notification Act; the Family and Medical Leave Act; the California Family Rights Act; the
California Fair Employment and Housing Act, and the California Labor Code; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(e)&nbsp;&nbsp;any and
all claims for violation of the federal, or any state, constitution; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(f)&nbsp;&nbsp;any and all
claims arising out of any other laws and regulations relating to employment or employment discrimination; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(g)&nbsp;&nbsp;any and all claims for attorneys&#146; fees and costs; and </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">(h)&nbsp;&nbsp;any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Employee acknowledges and agrees that any breach by him of this paragraph or of his obligations under paragraphs 8, 10 or 13
hereof or of any provision of the Confidentiality Agreement, as determined by a court of competent jurisdiction or through binding arbitration proceedings as set forth in Paragraph 16, shall constitute a material breach of this Agreement, and shall
entitle the Company immediately to recover the consideration provided to Employee by this Agreement, except as provided by law. Except as provided by law, Employee shall also be responsible to the Company for all costs, attorneys&#146; fees and any
and all damages incurred by the Company in: (a) enforcing his obligations under this paragraph, paragraphs 8, 10 and 13 and the Confidentiality Agreement, including the bringing of any action to recover the consideration, and (b) defending against a
claim brought or pursued by Employee in violation of the terms of this Agreement. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Employee agrees that the
release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement, including any obligations the
Company may have to indemnify Employee as a former officer and director of the Company, pursuant to the Indemnification Agreement and/or statutory obligations. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">7.&nbsp;&nbsp;<I>Acknowledgment of Waiver of Claims under ADEA</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in
Employment Act of 1967 (&#147;ADEA&#148;) and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under ADEA after the Effective
Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to </FONT></DIV> <P></P>
 <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">5 </FONT></DIV>


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 <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that (a) he should consult with an
attorney <I>prior</I> to executing this Agreement; (b) he has at least twenty-one (21) days within which to consider this Agreement; (c) he has at least seven (7) days following the execution of this Agreement by the parties to revoke the Agreement;
(d) this Agreement, and all of the terms and conditions hereof, shall not be effective until the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by law. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8.&nbsp;&nbsp;<I>Civil Code Section 1542</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Parties represent that they are not aware of any claim by either of them other than the claims that
are released by this Agreement. Employee and the Company acknowledge that they have been advised by legal counsel and are familiar with the provisions of California Civil Code Section 1542, which provides as follows: </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:8%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Employee and the
Company, being aware of said code section, agree to expressly waive any rights they may have thereunder, as well as under any other statute or common law principles of similar effect. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">9.&nbsp;&nbsp;<I>No Pending or Future Lawsuits</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee represents that he has no lawsuits, claims, or actions pending in his name, or on behalf
of any other person or entity, against the Company, its officers, directors, employees, investors, shareholders, or any other person or entity referred to herein. Employee also represents that he does not intend to bring any claims on his own behalf
or on behalf of any other person or entity against the Company, its officers, directors, employees, investors, shareholders, or any other person or entity referred to herein. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">10.&nbsp;&nbsp;<I>Non-Disparagement</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee agrees to refrain from any defamation, libel or slander of the Company or its officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns or tortious interference with the contracts and relationships of the Company or its officers, directors,
employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns. All inquiries by potential future employers of Employee will be directed to the Company&#146;s Vice
President of Human Resources if there shall be one, and otherwise to its President. Upon inquiry by potential future employers of Employee, the Company shall only state the following: Employee&#146;s last position and dates of employment.
</FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">11.<I>&nbsp;&nbsp;Application for Employment</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee understands and agrees that, as
a condition of this Agreement, he shall not be entitled to any employment with the Company, and he hereby waives </FONT></DIV> <P></P>
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 <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">any right, or alleged right, of employment or re-employment with the Company. Employee further agrees that he will not apply for employment with
the Company. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">12.&nbsp;&nbsp;<I>Confidentiality</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee agrees to maintain in
complete confidence the contents and terms of this Agreement and the consideration for this Agreement (hereinafter collectively referred to as &#147;Separation Information&#148;) until such time as, and to the extent that, the Separation Information
is publicly disclosed by the Company in a filing with the SEC or otherwise. Except as required by law, Employee may disclose Separation Information only to his immediate family members, the Court in any proceedings to enforce the terms of this
Agreement, Employee&#146;s legal counsel, his accountant and any professional tax advisor to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and shall take every
reasonable precaution to prevent disclosure of any Separation Information to all other third parties. Employee agrees that he will not publicize, directly or indirectly, any Separation Information. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">13.&nbsp;&nbsp;<I>No Cooperation</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee agrees that he will not act in any manner that might damage the
business of the Company. The Parties acknowledge that Employee&#146;s employment with any of the Company&#146;s competitors shall not, in and of itself, constitute a breach of this provision. Employee further agrees that he will not knowingly
counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court
order to do so. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or court order to the Company. If
approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that he cannot provide counsel
or assistance. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">14.&nbsp;&nbsp;<I>No Admission of Liability</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee understands and
acknowledges that this Agreement constitutes a compromise and settlement of any and all potential disputed claims. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be: (a)
an admission of the truth or falsity of any potential claims; or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">15.&nbsp;&nbsp;<I>Non-Solicitation</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee agrees that for a period of twelve (12) months immediately following the Effective Date of this
Agreement, Employee shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company&#146;s employees or consultants to leave their employment or service relationship, or attempt to do so, either for himself or any
other person or entity. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">16.&nbsp;&nbsp;<I>Arbitration</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Parties agree that any and
all disputes arising out of the terms of this Agreement, their interpretation, and any of the matters herein released, shall be subject to binding arbitration in Santa Clara County before the American Arbitration Association under its National Rules
for the Resolution of Employment Disputes. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties agree that the
prevailing party in any arbitration shall be awarded its reasonable attorneys&#146; fees and costs. <B>The Parties hereby agree to waive their right to have any</B> </FONT></DIV> <P></P>
 <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">7 </FONT></DIV>


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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000"><B>dispute between them resolved in a court of law by a judge or jury. </B>This paragraph will not
prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to Employee&#146;s obligations under this Agreement and the
Confidentiality Agreement. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">17.&nbsp;&nbsp;<I>No Knowledge of Wrongdoing</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee
represents that he has no knowledge of any wrongdoing involving improper or false claims against a federal or state governmental agency, or any other wrongdoing that involves Employee or other present or former Company employees. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">18.&nbsp;&nbsp;<I>Authority</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Company represents and warrants that the undersigned has the
authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all
who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or
causes of action released herein. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">19.&nbsp;&nbsp;<I>No Representations</I>.&nbsp;&nbsp;&nbsp;&nbsp;Employee
represents that he has consulted with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Employee has not relied upon any representations or statements made by the Company which are not
specifically set forth in this Agreement. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">20.&nbsp;&nbsp;<I>Severability</I>.&nbsp;&nbsp;&nbsp;&nbsp;In the event
that any provision or any portion of any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision or portion of
provision. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">21.&nbsp;&nbsp;<I>Attorneys&#146; Fees</I>.&nbsp;&nbsp;&nbsp;&nbsp;Except as provided in paragraph 6
hereof, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court
fees, plus reasonable attorneys&#146; fees, incurred in connection with such an action. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">22.&nbsp;&nbsp;<I>Indemnification</I>.&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees that it will not exercise its right to terminate the Indemnification Agreement with Employee as provided in Section 11 therein. The Company will provide
Employee indemnification pursuant to the Indemnification Agreement and the Company&#146;s Certificate of Incorporation and Bylaws, to the fullest extent authorized or permitted by law. The Company further agrees that with respect to the period of
time in which Employee was an officer or director of the Company, Employee shall continue to be covered by any Director and Officer insurance policies that the Company may have in place from time to time. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">22.&nbsp;&nbsp;<I>Entire Agreement</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement represents the entire agreement and understanding between
the Company and Employee concerning Employee&#146;s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements, offer letters, and understandings
concerning Employee&#146;s relationship with the Company, with the exception of the Confidentiality Agreement, the Indemnification Agreement, the Stock Plans and the Stock Option Agreements. </FONT></DIV> <P></P>
 <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">8 </FONT></DIV>


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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">23.&nbsp;&nbsp;<I>No Oral Modification</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement
may only be amended in writing signed by Employee and the Company&#146;s then current Chief Executive Officer. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000">24.&nbsp;&nbsp;<I>No Waiver</I>.&nbsp;&nbsp;&nbsp;&nbsp;The failure of the Company to insist upon the performance of any of the terms and conditions in this Agreement, or the failure to prosecute any breach of any of the terms and
conditions of this Agreement, shall not be construed thereafter as a waiver of any such terms or conditions. This entire Agreement shall remain in full force and effect as if no such forbearance or failure of performance had occurred. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">25.&nbsp;&nbsp;<I>Governing Law</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed by the laws of the State of
California, without regard for choice of law provisions. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">26.&nbsp;&nbsp;<I>Effective
Date</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement will become effective after it has been signed by both Parties and after seven days have passed since Employee signed the Agreement (the &#147;Effective Date&#148;). Employee has seven days after he
signs the Agreement to revoke it. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">27.&nbsp;&nbsp;<I>Counterparts</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may
be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. </FONT></DIV>
<DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">28.&nbsp;&nbsp;<I>Survival of the Agreement</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall not be terminated by any
dissolution of the Company resulting from either a merger or consolidation, in which the Company is not the surviving or consolidated corporation, or a transfer of all or substantially all of the assets of the Company. If either event described in
this Paragraph 28 occurs, the rights, benefits, and obligations set forth in this Agreement shall automatically be assigned to the surviving or resulting corporation or to the transferee of the assets. </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">29.&nbsp;&nbsp;<I>Voluntary Execution of Agreement</I>.&nbsp;&nbsp;&nbsp;&nbsp;This Agreement is executed voluntarily and without any
duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that: </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV
STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(a)&nbsp;&nbsp;They have read this Agreement; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2" COLOR="#000000">(b)&nbsp;&nbsp;They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice; </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV>
<DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(c)&nbsp;&nbsp;They understand the terms and consequences of this Agreement and of the releases it contains; </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:4%; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">(d)&nbsp;&nbsp;They are fully aware of the legal and binding effect of this Agreement. </FONT></DIV> <P></P>
 <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">9 </FONT></DIV>


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 <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="text-indent:4%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below. </FONT></DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right">
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<TR>
<TD VALIGN="top" WIDTH="47%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">A<SMALL>MNON</SMALL> F<SMALL>ISHER</SMALL>, an individual</FONT></DIV> </TD> </TR>
<TR>
<TD HEIGHT="32"> </TD> </TR>
<TR>
<TD VALIGN="top" ALIGN="center" WIDTH="47%"> <HR NOSHADE COLOR="#000000" ALIGN="left"></TD> </TR>
<TR>
<TD VALIGN="bottom" ALIGN="center" WIDTH="47%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Amnon Fisher</B></FONT></DIV> </TD> </TR>
 </TABLE> </DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Dated: </FONT></DIV> <DIV><FONT
SIZE="1">&nbsp;</FONT></DIV> <DIV ALIGN="right">
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<TR>
<TD VALIGN="top" COLSPAN="3" WIDTH="43%"> <DIV><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">G<SMALL>ENESIS</SMALL> M<SMALL>ICROCHIP</SMALL>, I<SMALL>NC</SMALL>.</FONT></DIV> </TD> </TR>
<TR>
<TD HEIGHT="32"> </TD> </TR>
<TR>
<TD VALIGN="top" WIDTH="3%"> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">By:</FONT></DIV> </TD>
<TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center" WIDTH="43%"> <HR NOSHADE COLOR="#000000" ALIGN="left"></TD> </TR>
<TR>
<TD> <FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" WIDTH="3%"><FONT FACE="Times New Roman" SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center" WIDTH="43%"> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>James L. Donegan</B></FONT></DIV> <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><B>Interim Chief
Executive Officer</B></FONT></DIV> </TD> </TR>
 </TABLE> </DIV> <DIV><FONT SIZE="1">&nbsp;</FONT></DIV> <DIV STYLE="margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">Dated: </FONT></DIV> <P></P>
 <DIV ALIGN="center"><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">10 </FONT></DIV>

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