Change of Control Letter Agreement - 3dfx Interactive Inc. and Gary Tarolli
August 26, 1997
Gary Tarolli
Dear Gary:
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 restricted stock 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
the Company's assets, or (ii) a consolidation or merger of the Company 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, in addition to
stock already released from the Company's repurchase option, 25% of your stock
will be released from the Company's repurchase option set forth in Section 3 of
your Restricted Stock Purchase Agreement or, in the event that less than 25% of
your stock remains subject to the Company's repurchase option, all of your
remaining stock will be released from the Company's repurchase option. 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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Gary Tarolli
August 26, 1997
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
The foregoing is agreed and accepted:
Signature: /s/ GARY TAROLLI
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Print Name: Gary Tarolli
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Date: 8-28-96
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