3DFX INTERACTIVE INC
EMPLOYMENT AGREEMENT FOR EXEC. OFFICER - P.CARMACK
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>d80311ex10-7.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT FOR EXEC. OFFICER - P.CARMACK
<TEXT>

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                                                                    EXHIBIT 10.7

                   EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICER

         EMPLOYMENT AGREEMENT FOR EXECUTIVE OFFICER ("Agreement") made as of the
day of July 20, 2000, between GigaPixel Corporation, a Delaware corporation (the
"Company"), and Philip Carmack ("Executive").

         WHEREAS, Executive possesses an intimate knowledge of the business and
affairs of the Company, its policies, methods, personnel, and plans for the
future;

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that Executive's contribution to the growth and success of the Company has been
substantial and desires to assure the Company of Executive's continued
employment in an executive capacity and to compensate him therefor; and

         WHEREAS, Executive is desirous of committing himself to serve the
Company on the terms herein provided.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:

         1. Employment. The Company hereby agrees to continue to employ
Executive and Executive hereby agrees to continue to serve the Company, on the
terms and conditions set forth herein, for the period commencing on the date
hereof and expiring on July 31, 2002 (unless sooner terminated as hereinafter
set forth); provided, however, that commencing on August 1, 2002, and each year
thereafter, the term of this Agreement shall automatically be renewed for one
additional year unless, at least 30 days prior to the expiration of the initial
or renewal term, the Company or Executive shall have given written notice to the
other party that it does not wish to extend this Agreement. The term of this
Agreement, as it may from time to time be extended in accordance with this
Paragraph, may be referred to herein as the "Period of Employment."

         2. Position and Duties. Executive shall serve as the Senior Vice
President -- Engineering of the Company performing the functions and duties as
shall be reasonably prescribed from time to time by the Company's Board of
Directors provided that such functions and duties are consistent with and
attendant to Executive's position or other positions that he may hold from time
to time. Executive shall devote his full working time and efforts to the
business and affairs of the Company and the promotion of its interests and
perform all duties and services on behalf of the Company necessary to carry out
such functions.

         3. Compensation and Related Matters.

            (a) Base Salary. Initially, Executive shall receive an annual base
salary ("Base Salary") at the rate of Two Hundred Fifty Thousand Dollars
($250,000) during the period ending July 31, 2002. Thereafter, Executive's Base
Salary shall be redetermined at least 30 days before each year in an amount to
be fixed by the Compensation Committee. The term "Base Salary" as used in this
Agreement shall mean, at any point in time, Executive's annual base salary at
such time. The Base Salary shall be payable in substantially equal semi-monthly
installments and shall in no way limit or reduce the obligations of the Company
hereunder.

            (b) Incentive Compensation. In addition to Base Salary, Executive is
eligible to receive incentive compensation in accordance with the then-current
incentive plan of the Company's parent, 3dfx Interactive, Inc. ("3dfx").

            (c) Sales Commissions. In addition to Base Salary and Incentive
Compensation, Executive shall receive sales commissions that shall be payable
monthly on the fifteenth of the month following the month in which they are
earned. For each fiscal year during the term, the Chief Executive Officer shall
recommend and the Compensation Committee shall approve the formula to be used to
calculate sales commissions.

            (d) Expenses. Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him during any Period of
Employment (in accordance with the policies and procedures then in effect and
established by the Company for its senior executive officers) in performing
services hereunder, provided that Executive properly accounts therefor in
accordance with Company policy.

            (e) Other Benefits. Executive shall be entitled to continue to
participate in or receive benefits under all of the Employee Benefit Plans of
3dfx under which Employee may participate in accordance with applicable laws and
the terms of such plans in effect on the date hereof, or under plans or
arrangements that provide Executive with at least substantially equivalent
benefits


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to those provided under such Employee Benefit Plans. As used herein, "Employee
Benefit Plans" include, without limitation, each pension, and retirement plan;
supplemental pension, retirement, and deferred compensation plan; savings and
profit-sharing plan; stock ownership plan; stock purchase plan; stock option
plan; life insurance plan; medical insurance plan; disability plan; and health
and accident plan or arrangement established and maintained by the Company or
3dfx on the date hereof. Executive shall be entitled to participate in or
receive benefits under any employee benefit plan or arrangement which may, in
the future, be made available to the Company's executives and key management
employees, subject to and on a basis consistent with the terms, conditions, and
overall administration of such plan or arrangement. Nothing paid to Executive
under the Employee Benefit Plans presently in effect or any employee benefit
plan or arrangement which may be made available in the future shall be deemed to
be in lieu of compensation payable to Executive under Subparagraphs 3(a), 3(b),
and 3(c). Any payments or benefits payable to Executive under a plan or
arrangement referred to in this Subparagraph 3(e) in respect of any calendar
year during which Executive is employed by the Company for less than the whole
of such year shall, unless otherwise provided in the applicable plan or
arrangement, be prorated in accordance with the number of days in such calendar
year during which he is so employed. Should any such payments or benefits accrue
on a fiscal (rather than calendar) year, then the proration in the preceding
sentence shall be on the basis of a fiscal year rather than calendar year.

            (f) Vacations. Executive shall be entitled to the number of paid
vacation days in each calendar year determined by the Company from time to time
for its senior executive officers. Executive shall also be entitled to all paid
holidays given by the Company to its senior executive officers.

         4. Offices. Executive agrees to serve as a director of the Company, if
elected or appointed thereto, provided he is indemnified for serving in such
capacity on a basis no less favorable than is currently provided by the
Company's By-laws and any indemnification agreement with any other director.

         5. Confidential Information. THIS PROVISION SHALL BE OF NO FORCE OR
EFFECT IF EMPLOYEE HAS EXECUTED AN EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTIONS AGREEMENT WITH THE COMPANY. Executive acknowledges that in the course
of his employment with the Company, he will gain a close, personal and special
influence with the customers of the Company and of 3dfx and will be acquainted
with the Company's and 3dfx's business affairs, information, trade secrets, and
other matters which are of a proprietary or confidential nature, including but
not limited to the Company's and 3dfx's operations, business opportunities,
price and cost information, finances, customer names, prospects and customer
lists, business plans, various sales techniques, manuals, letters, notebooks,
procedures, reports, products, processes, services, inventions, research and
development, and other confidential information and knowledge (collectively,
"Confidential Information") concerning the Company's and 3dfx's business. The
term "Confidential Information" shall not include information which (a) is or
becomes generally available to the public through no violation of this
Agreement, (b) was available to Executive on a nonconfidential basis prior to
disclosure to Executive by the Company or 3dfx, or (c) becomes available to
Executive on a nonconfidential basis from a source other than the Company or
3dfx, provided that such source is not bound by a confidentiality agreement with
the Company or 3dfx. The Company agrees to provide such Confidential Information
and/or training which the Company deems necessary or desirable to aid Executive
in the performance of his duties. Executive understands and acknowledges that
such Confidential Information is confidential, and he agrees not to disclose
such Confidential Information to anyone outside the Company. Executive further
agrees that he will not during employment and/or at any time thereafter use such
Confidential Information in competing, directly or indirectly, with the Company
or 3dfx. At such time as Executive shall cease to be employed by the Company, he
will immediately turn over to the Company all such Confidential Information
including papers, documents, writings, electronically stored information, other
property, and all copies of them provided to him during the course of his
employment with the Company. During or upon termination, for any reason, of
Executive's employment with the Company, Executive shall sign a list
acknowledging the Confidential Information of which he has gained knowledge or
information during the course of his employment with the Company. The
obligations of this Paragraph 5 shall continue beyond the termination of
Executive's employment, regardless of the reason for such termination, and shall
be binding upon Executive's assigns, executors, administrators, and other legal
representatives. NOTWITHSTANDING ANYTHING CONTAINED OR IMPLIED HEREIN TO THE
CONTRARY, THE PROVISIONS OF THIS SECTION 5 SHALL BE OF NO FORCE OR EFFECT IF
EMPLOYEE HAS EXECUTED AN EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION
AGREEMENT WITH THE COMPANY.

         6. Conflict of Interest. In keeping with Executive's fiduciary duties
to the Company, Executive agrees that while employed by the Company he shall
not, acting alone or in conjunction with others, directly or indirectly, become
involved in a conflict of interest or, upon discovery thereof, allow such a
conflict to continue. Moreover, Executive agrees that he shall immediately
disclose to the Company any facts which might involve any reasonable possibility
of a conflict of interest. It is agreed that any direct or indirect interest,
connection with, or benefit from any outside activities, where such interest
might in any way adversely affect the Company, involves a possible conflict of
interest. Circumstances in which a conflict of interest on the part of Executive
might arise, and which must be reported immediately by Executive to the Company,
include, but are not limited to, the following: (a) ownership of


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a material interest in any supplier, contractor, subcontractor, customer, or
other entity with which the Company does business; (b) acting in any capacity,
including director, officer, partner, consultant, employee, distributor, agent,
or the like for a supplier, contractor, subcontractor, customer, or other entity
with which the Company does business; (c) accepting, directly or indirectly,
payment, service, or loans from a supplier, contractor, subcontractor, customer,
or other entity with which the Company does business, including, but not limited
to, gifts, trips, entertainment, or other favors of more than a nominal value;
(d) misuse of the Company's information or facilities to which Executive has
access in a manner which will be detrimental to the Company's interest, such as
utilization for Executive's own benefit of know-how, inventions, or information
developed through the Company's business activities; (e) disclosure or other
misuse of Confidential Information of any kind obtained through Executive's
connection with the Company; (f) appropriation by Executive or the diversion to
others, directly or indirectly, of any business opportunity in which it is known
or could reasonably be anticipated that the Company would be interested; and (g)
the ownership, directly or indirectly, of a material interest in an enterprise
in competition with the Company, or acting as an owner, director, principal,
officer, partner, consultant, employee, agent, servant, or otherwise of any
enterprise which is in competition with the Company.

         7. Proprietary Information. THIS PROVISION SHALL BE OF NO FORCE OR
EFFECT IF EMPLOYEE HAS EXECUTED AN EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTIONS AGREEMENT WITH THE COMPANY. Executive agrees to promptly and freely
disclose to the Company in writing any and all ideas, conceptions, inventions,
improvements, suggestions for improvements, discoveries, formulae, processes,
designs, software, firmware, hardware, circuitry, diagrams, copyrights, trade
secrets, and any other proprietary information (collectively, the "Proprietary
Information"), whether patentable or not, which are conceived, and made or
acquired by Executive solely or jointly with others during the Period of
Employment by the Company or using the Company's time, data, facilities, and/or
materials, and which are related to the products, business, or activities of the
Company which Executive conceives as a result of his employment by the Company,
and Executive agrees to assign and hereby does assign all of his interest
therein to the Company, or its nominee. Whenever requested to do so by the
Company, Executive shall execute any and all applications, assignments, or other
instruments, which the Company shall deem necessary to apply for and obtain
Letters Patent or Copyrights of the United States, or any foreign country, to
otherwise protect the Company's interest in the Proprietary Information or to
vest title to the Proprietary Information in the Company. These obligations
shall continue beyond the termination of Executive's employment, regardless of
the reason for such termination, with respect to the Proprietary Information,
conceived, and made or acquired by Executive during the period of his employment
and shall be binding upon Executive's assigns, executors, administrators, and
other legal representatives. NOTWITHSTANDING ANYTHING CONTAINED OR IMPLIED
HEREIN TO THE CONTRARY, THE PROVISIONS OF THIS SECTION 7 SHALL BE OF NO FORCE OR
EFFECT IF EMPLOYEE HAS EXECUTED AN EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTION AGREEMENT WITH THE COMPANY.

         8. Termination. Executive's employment hereunder may be terminated
without any breach of this Agreement under the following circumstances:

            (a) Death. Executive's employment hereunder shall terminate upon his
death.

            (b) Disability. If, as a result of Executive's incapacity due to
illness, accident, or other physical or mental incapacity, Executive shall have
been absent from his duties hereunder on a full-time basis for 180 calendar days
in the aggregate in any 12-month period, the Company may terminate Executive's
employment hereunder.

            (c) Cause. The Company may terminate Executive's employment
hereunder for Cause. For purposes of this Agreement, the Company shall have
"Cause" to terminate Executive's employment hereunder upon: (A) the willful and
continued failure by Executive to perform substantially his duties consistent
with this Agreement in the reasonable judgment of the Company's board of
directors (other than any such failure resulting from Executive's incapacity due
to physical or mental illness) after notice demanding substantial performance is
delivered by the Company to Executive specifically identifying the manner in
which the Company believes Executive has not substantially performed his duties
and Executive has not cured such demands within 30 days after receipt of such
notice; (B) the willful engaging by Executive in misconduct which is injurious
to the Company, monetarily or otherwise; (C) the willful violation by Executive
of the provisions of Paragraphs 5, 6, or 7; (D) the willful, persistent failure
or refusal by Executive to follow reasonable policies, standards, directives, or
orders established by the Company; or (E) the conviction of or guilty plea by
Executive of a crime of moral turpitude or other felony including without
limitation fraud, theft, or embezzlement. For purposes of this Subparagraph
8(c), no act, or failure to act, on Executive's part shall be considered
"willful" unless done or omitted to be done by him not in good faith and without
reasonable belief that his action or omission was in the best interest of the
Company. Notwithstanding the foregoing, Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
Executive a copy of a resolution, duly adopted by the affirmative vote of not
less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board called and held for such purposes (after reasonable notice
to Executive and an opportunity for him, together with his counsel, to be heard
before the Board), finding that in the good faith opinion of the Board,
Executive was guilty of conduct set forth above in clause (A), (B), (C), (D), or
(E) of this subparagraph.


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            (d) Termination by Executive. Executive may, during the Period of
Employment, upon giving Notice of Termination, terminate his employment
hereunder (i) for Good Reason or (ii) if his health should become impaired to
such an extent that the continued performance of his duties hereunder is
hazardous to his physical or mental health or his life, provided that Executive
shall have furnished the Company with a written statement from a qualified
doctor to such effect.

For purposes of this Agreement, "Good Reason" shall mean: (A) without
Executive's consent, an assignment to Executive of duties, or a material
limitation of the scope of Executive's duties or powers, materially inconsistent
with his designated position and not contemplated by Paragraph 2; (B) without
Executive's consent, a removal, during the Period of Employment, of Executive
from or, with respect to a term ending prior to the end of the Period of
Employment, any failure by management to nominate, or, if nominated by the
shareholders, to re-elect, Executive to any of the positions indicated in
Paragraph 2, except in connection with termination of Executive's employment for
Cause, death, or disability; (C) without Executive's consent, a reduction of
Executive's Base Salary to an amount less than previously determined and fixed
by the Compensation Committee in accordance with Subparagraph 3(a) other than a
reduction deemed necessary by the Board for all executive officers; or (D)
breach by the Company of any of its material obligations under this Agreement
and such breach is not cured within 30 days after written notice thereof by
Executive.

            (e) Notice of Termination. Except for terminations specified in
Subparagraphs 8(a) and 8(h), any termination during the Period of Employment of
Executive's employment by the Company or any such termination by Executive shall
be communicated by written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

            (f) Date of Termination. "Date of Termination" shall, during the
Period of Employment, mean: (i) if Executive's employment is terminated by his
death, the date of his death; (ii) if Executive's employment is terminated on
account of disability under Subparagraph 8(b), the date on which Notice of
Termination is given; (iii) if Executive's employment is terminated by the
Company for Cause under Subparagraph 8(c), the date specified in the Notice of
Termination; (iv) if Executive's employment is terminated by the expiration of
the Period of Employment under Subparagraph 8(h), the date of such expiration;
and (v) if Executive's employment is terminated for any other reason, subject to
the provisions of Subparagraphs 8(g) and 9(d) and Paragraph 10 to the contrary,
the date on which a Notice of Termination is given.

            (g) Retirement. Notwithstanding any other provision hereof to the
contrary, Executive may, at any time during the Period of Employment, upon the
giving of 90 days Notice of Termination, terminate his employment hereunder, if
Executive is then permitted to retire under the provisions of the Company's
pension plan then in effect. The Date of Termination in event of such Retirement
shall be 90 days after such Notice of Termination but in no case shall it exceed
the Period of Employment.

            (h) Expiration of Agreement. Executive's employment hereunder shall
terminate at the expiration of the Period of Employment as provided in Paragraph
1.

         9. Compensation Upon Termination or During Disability.

            (a) If Executive's employment terminates by reason of his death, the
Company shall, within 90 days of death, pay in a lump sum amount to such person
as Executive shall designate in a notice filed with the Company or, if no such
person is designated, to Executive's estate, Executive's accrued and unpaid Base
Salary to the date of his death, plus his accrued and unpaid incentive
compensation under Subparagraph 3(b), if any, plus his accrued and unpaid sales
commissions under Subparagraph 3(c), if any, plus Executive's accrued and unpaid
vacation time, if any. In addition to the foregoing, any payments to which
Executive's spouse, beneficiaries, or estate may be entitled to receive under
any employee benefit plan shall also be paid in accordance with the terms of
such plan or arrangement. Such payments, in the aggregate, shall fully discharge
the Company's obligations hereunder.

            (b) During any period that Executive fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness, Executive
shall continue to receive his accrued and unpaid Base Salary and accrued and
unpaid incentive compensation payments under Subparagraph 3(b), if any, and
accrued and unpaid sales commissions under Subparagraph 3(c), if any, plus
Executive's accrued and unpaid vacation time, if any, until Executive's
employment is terminated due to disability in accordance with Subparagraph 8(b)
or until Executive terminates his employment in accordance with Subparagraph
8(d)(ii), whichever first occurs. Upon termination due to death prior to the
termination first to occur as specified in the preceding sentence, Subparagraph
9(a) shall apply.


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            (c) If Executive's employment is terminated for Cause, the Company
shall, through the Date of Termination, pay Executive his accrued and unpaid
Base Salary at the rate in effect at the time Notice of Termination is given and
his accrued and unpaid incentive compensation under Subparagraph 3(b), if any,
and his accrued and unpaid sales commissions under Subparagraph 3(c), if any,
plus Executive's accrued and unpaid vacation time, if any, and thereafter, the
Company shall have no further obligations to Executive under this Agreement;
provided, any such termination for Cause shall not adversely affect or alter
Executive's rights under any employee benefit plan of the Company in which
Executive, at the Date of Termination, has a vested interest.

            (d) If (A) the Company terminates Executive's employment other than
in accordance with Subparagraph 8(a), 8(b), or 8(c) (it being understood that a
purported termination under Subparagraph 8(c) which is disputed and finally
determined not to have been proper shall be a termination by the Company in
material breach of this Agreement and shall be treated as if terminated by
Executive for Good Reason), or (B) Executive shall terminate his employment for
Good Reason, or (C) the Company gives Executive notice that it does not wish to
extend this Agreement in accordance with Paragraph 1, then

                (i) the Company shall, through the Date of Termination, pay
Executive his accrued and unpaid Base Salary at the rate in effect at the time
Notice of Termination is given and his accrued and unpaid incentive compensation
under Subparagraph 3(b), if any, and his accrued and unpaid sales commissions
under Subparagraph 3(c), if any, plus Executive's accrued and unpaid vacation
time, if any;

                (ii) in lieu of any further payments to or claims by Executive
for payments of salary or incentive compensation for periods subsequent to the
Date of Termination, the Company shall pay to Executive a Severance Payment
Amount equal to the sum of (1) Executive's Base Salary, (2) Executive's
annualized incentive compensation under Subparagraph 3(b), and (3) Executive's
annualized sales commissions under Subparagraph 3(c). For purposes of
calculating the Severance Payment Amount, Executive's Base Salary will be equal
to Executive's then-current Base Salary (provided, however, that if the basis
for Executive's termination is for Good Reason under clause (C) of Subparagraph
8(d), the Severance Payment Amount shall be based on the Base Salary in effect
prior to such reduction); the annualized incentive compensation will be four
times the average of the amount of incentive compensation earned in the eight
full quarters preceding the earlier of the Notice of Termination or Date of
Termination; and the annualized sales commissions will be 12 times the average
of the amount of sales commissions earned in the 24 full months preceding the
earlier of the Notice of Termination or Date of Termination. The Company shall
pay Executive the Severance Payment Amount in one lump sum on the thirtieth day
following the Date of Termination.

                (iii) Executive shall receive all the rights and benefits
granted or in effect with respect to Executive under the Company's qualified and
nonqualified stock option plans and agreements with Executive pursuant thereto;
and

                (iv) Executive shall receive payments made in lieu of accrued
and unused vacation as provided for in the Company's vacation policies.

Notwithstanding the foregoing, if Executive terminates his employment for Good
Reason, he shall be entitled to severance pay under Subparagraph 9(d)(ii) if he
gives a Notice of Termination in accordance with Subparagraph 8(e) within 30
days after the occurrence of the event or events specified in clauses (A), (B),
(C), and (D) of Subparagraph 8(d).

            (e) If Executive's employment shall be terminated by reason of
retirement under Subparagraph 8(g) or by Executive giving the Company notice
that he does not wish to extend this Agreement in accordance with Paragraph 1,
the Company shall have no further obligations following such termination
hereunder except for continuing obligations arising under Subparagraphs 3(d) and
8(g).

            (f) Nothing contained in the foregoing Subparagraphs 9(a) through
9(e) shall be construed so as to affect the Executive's rights or the Company's
obligations relating to agreements or benefits which are unrelated to
termination of employment.


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         10. Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:

      if to the Executive:

      At his home address as shown
      in the Company's personnel records;

      if to the Company:

      GigaPixel Corporation
      4435 Fortran Drive
      San Jose, California 95134
      Facsimile Number (408) 262-5551
      Attn: Legal Department

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

         11. Miscellaneous. No provisions of this Agreement may be modified,
waived, or discharged unless such waiver, modification, or discharge is agreed
to in writing and signed by the Executive and such officer of the Company as may
be specifically designated by the Board. No waiver by either party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, unless specifically
referred to herein, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of California.

         12. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect. The invalid portion of this Agreement, if any, shall be modified by any
court having jurisdiction to the extent necessary to render such portion
enforceable.

         13. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
San Jose, California, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction. Notwithstanding the above, the Company shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of Paragraphs 5, 6 or
7; and Executive shall be entitled to seek a restraining order or injunction in
any court of competent jurisdiction to prevent enforcement of Paragraphs 5, 6 or
7. Furthermore, should a dispute occur concerning Executive's mental or physical
capacity as described in Subparagraphs 8(b) or 8(d), the procedure to resolve
the dispute solely as to this mental or physical condition shall be that
described in Subparagraph 9(d), except that after Employee shall have furnished
the Company with a written statement from a qualified doctor, a doctor selected
by the Company shall also be entitled to examine Executive. If the opinion of
the Company's doctor and Executive's doctor conflict, the Company's doctor and
Executive's doctor shall together agree upon a third doctor, whose opinion shall
be binding.

                      [The next page is the signature page]



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         IN WITNESS WHEREOF, the parties have executed this Agreement effective
on the date and year written above.

                                                    GIGAPIXEL CORPORATION


 /s/ Philip Carmack                                 By: /s/ George T. Haber
---------------------------------                     --------------------------
EXECUTIVE
                                                    Its: CEO
                                                        ------------------------



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