AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is entered into as
of February 1, 2001 (the "Amendment Date"), by and between Richard Burns
("Executive") and 3dfx Interactive, Inc., a California corporation (the
"Company"). In consideration of the mutual covenants and agreements hereinafter
set forth, the parties agree as follows:
WHEREAS, the Company has discontinued its board operations retail sales
business, and will, following the sale by the Company to NVIDIA Corporation of
certain specified assets, wind up its affairs and liquidate; and
WHEREAS, the Company and the Executive have agreed to amend that certain
Employment Agreement dated as of October 20, 2000 (the "Agreement");
NOW, THEREFORE, the parties agree as follows:
1. Section 1(a) of the Agreement is amended by adding the
following:
Executive agrees that he will devote substantially all of his
business efforts toward enhancing shareholder return through
performing those duties set forth on Schedule 1 to this
Agreement.
2. Section 2(a) of the Agreement is amended by deleting therefrom
the second and third sentences. Section 2(b) of the Agreement is
deleted and replaced with the following:
(b) Termination. The Executive's employment shall terminate
on the earlier of (i) February 28, 2001, (ii) the date
on which the Executive has provided written notice to
the Company that his duties set forth on Schedule 1 have
been substantially completed, and upon which the Company
has provided written consent (which shall not be
unreasonably withheld), to early-terminate the
Executive's employment, (iii) the date that the Company
terminates Executive's employment without Cause, (iv)
the date of Executive's death or Disability, (v) the
date on which the Executive voluntarily resigns his
employment not in accordance with Subsection 2(b)(ii)
hereof, or (vi) the date on which Executive's employment
is terminated for Cause (the "Termination Date"). Prior
to the Termination Date, the Executive may terminate his
employment for any reason (or no reason) by giving the
Company fourteen (14) days' notice in writing.
Executive's employment shall terminate automatically in
the event of his death.
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3. Section 3(a) of the Agreement is amended by deleting therefrom
the last sentence. Section 3(b) of the Agreement is deleted.
4. Section 4(b) of the Agreement is deleted. Section 4(a) is
deleted and replaced with the following:
(a) Payments and Benefits Upon Termination Date. If
Executive's employment is terminated in accordance with
Subsections 2(b)(i), (ii) or (iii), then upon the
Termination Date, Executive shall receive a lump sum
severance payment equal to $210,000 (less applicable
deductions and withholdings) plus payment or
reimbursement of COBRA premiums (or, if COBRA coverage
is not available, reimbursement of premiums paid for
other medical insurance in an amount not to exceed the
COBRA premium) through the date that is twelve (12)
months following the Termination Date.
5. Section 4(c) of the Agreement is deleted and replaced with a new
Section 4(b), as follows:
(b) Resignation or Termination for Cause. If Executive's
employment terminates in accordance with Subsections
2(b)(v) or (vi), Executive will be paid his Base Salary
and for all unused vacation earned through the
Termination Date, but nothing else, and all stock
vesting and benefits will cease on Executive's date of
termination.
6. Section 4(d) of the Agreement is deleted and replaced with a new
Section 4(c), as follows:
(c) Release Required. As a prior condition to Executive
receiving any payment or benefit under Section 4(a) of
this Agreement, Executive shall execute a full release
of known and unknown claims against the Company, its
successors, affiliates, employees, agents, advisors and
representatives, in a form designated by the Company.
7. Section 4(e)(ii) of the Agreement is deleted.
8. Section 4(g)(ii) of the Agreement (defining "Good Reason") is
deleted.
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IN WITNESS WHEREOF, each of the parties has executed this Amendment, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
EXECUTIVE
/s/ Richard Burns
------------------------------------
RICHARD BURNS
3DFX INTERACTIVE, INC.
By:/s/ Alex M. Leupp
---------------------------------
ALEX M. LEUPP
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Amendment to Employment Agreement - 3dfx Interactive, Inc. and Richard Burns
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