Change of Control Letter - 3dfx Interactive Inc. and Karl Chicca
August 26, 1996
Karl Chicca
Dear Karl:
On behalf of the Board of Directors, I would like to express our
gratitude for your hard work and efforts in building a strong 3Dfx Interactive,
Inc.
In appreciation of your efforts, the Board of Directors has approved a
special vesting provision with respect to your stock option grant in the event
of a change of control of the Company. For the purposes of this letter, the term
"change of control" shall mean (i) a sale of all or substantially all of its
assets, or (ii) a consolidation or merger with or into any other corporation or
corporations (other than wholly-owned subsidiaries of the Company), or
engagement in a transaction or series of related transactions, in which more
than 50% of the voting power of the Company is diagnosed.
In the event your employment is terminated for other than cause within
one year following the effective date of a change of control, the vesting of 25%
some of your options will be accelerated and become fully vested or, in the
event that less than 25% of your options remain unvested, the vesting of all of
your remaining options will be accelerated and become fully vested. For the
purposes of this letter, termination other than for cause shall include
"constructive" termination under the following circumstances: (i) your base
salary or rate of compensation is reduced; (ii) your job authority and
responsibility are significantly reduced; and (iii) you are required to change
the location of your job so that you will be based at a location more than 50
miles from the then current location of your job.
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Karl Chicca
August 26, 1996
Page 2
If the foregoing confirms our agreement regarding these arrangements,
please confirm your acceptance by signing a copy of this letter in the space
indicated below.
Sincerely,
/s/ GORDON CAMPBELL
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Gordon Campbell
Chairman of the Board and President
The foregoing is agreed and accepted:
Signature: /s/ KARL CHICCA
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Print Name: KARL CHICCA
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Date: 8-26-96
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