Genesis Microchip Inc. Offer Letter to Behrooz Yadegar for Senior Vice President, Product Development

EXHIBIT 10.1

April 11, 2006

Behrooz Yadegar

Dear Behrooz,

We are pleased to offer you an “at-will” employment opportunity with Genesis Microchip Inc. (“Genesis” or the “Company”) as Senior Vice President, Product Development, reporting to Elie Antoun. You should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. However, your salary and benefits would only be reduced as part of a company-wide program where all similarly situated executives are treated in the same manner. The terms of our offer of employment are outlined below.

During your employment with the Company, your monthly gross salary will be $20,834 payable in accordance with the Company’s normal payroll practice (currently salary is paid semi-monthly), less applicable withholding taxes. In addition, you will receive a $75,000 sign-on bonus (subject to applicable tax withholding) payable within thirty (30) days of commencing employment. If you should voluntarily terminate your Genesis employment prior to completing one year of service, 100% of the sign-on bonus would be fully repayable to Genesis, and will be due on your date of termination. You will also receive a $600 per month taxable car allowance (paid semi-monthly and subject to applicable withholding taxes).

You will also be eligible for participation in our Corporate Bonus Plan for our Fiscal Year 2007, which commenced on April 1, 2006. Your targeted bonus under this Plan, expressed as a percentage of your annual base salary, will be a minimum of 25% (assuming 100% achievement of individual and Bonus Plan financial objectives). Your targeted bonus increases to 50% of your annual base salary at 110% achievement of both individual and Bonus Plan financial objectives. Any bonus earned under the Plan will be prorated based upon your date of hire. You will receive additional information on our FY2007 Corporate Bonus Plan shortly after joining the Company, and in all respects will be subject to the terms and conditions of such Corporate Bonus Plan.

Furthermore, subject to the approval of the Board of Directors, you will be offered an option to purchase 70,000 shares of Genesis common stock under our 2000 Nonstatutory Stock Option Plan (copy attached) with an exercise price equal to the fair market value of our common stock on the date of grant (the “Initial Option”). Please be aware that your stock option and other compensation information may be publicly disclosed pursuant to SEC and/or NASDAQ regulations. Your Initial Option is expected to be approved no later than the first Board of Directors meeting after your date of hire. The Initial Option will vest over 4 years from the date of grant, with 25% of the shares subject to the option vesting at the end of 12 months of employment, and 1/36 of the remaining shares subject to the option vesting each month

Mr. Behrooz Yadegar

April 11, 2006

Page 2

thereafter over the subsequent 36 months, subject to your continued employment with Genesis through the applicable vesting date. You will be informed when the Initial Option has been approved by the Board of Directors, and the details of the Initial Option, including the exercise price.

In addition, and subject to the approval of the Board of Directors, you will be granted 30,000 Restricted Stock Units (the “Initial RSUs”) under our 1997 Employee Stock Option Plan, amended as of September 19, 2005 (copy attached), to be settled in shares of Genesis common stock on the vesting date with a purchase price of $0.001 per share, which will be considered paid with past services rendered. The Initial RSUs will vest over 4 years from the date of grant, with 25% of the RSUs vesting at the end of 12 months of employment, and your remaining unvested RSUs vesting quarterly in equal amounts over the next twelve (12) quarters, subject to your continued employment with Genesis through the applicable vesting date. A tax withholding requirement may apply at the time RSUs vest. You will be informed when the Initial RSUs have been approved by the Board of Directors.

As a condition of your employment with us, you must sign our Confidentiality Agreement, Code of Business Conduct and Ethics, and Insider Trading Policy. We have enclosed these documents herewith and would ask that you sign and return them, along with one copy of your acceptance of our offer, to Human Resources in the Alviso office. You may not begin employment with us until we receive a signed copy of these documents and a signed acceptance of this offer of employment.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, and in performing your duties for the Company, you will not in any way utilize any such information.

Your employment with Genesis is at-will. This means that neither you nor Genesis has entered into a contract regarding the duration of your employment. You are free to terminate your employment with Genesis at any time, with or without reason. Likewise, Genesis has the right to terminate your employment, or otherwise discipline, transfer, demote you or otherwise alter the terms and conditions of your employment at any time, with or without cause, and with or without notice, at the discretion of Genesis.

Mr. Behrooz Yadegar

April 11, 2006

Page 3

In the event that Genesis terminates your employment within two (2) years of the date your employment with Genesis commences, for reasons other than for Cause (as defined below) or your death or disability, and such termination is not associated with a Change of Control such that you would not be entitled to receive any severance benefits under a Change of Control Severance Agreement between you and the Company, if any, then, subject to your signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to Genesis, you will be entitled to the following benefits: (1) severance payments equal to six (6) months of your then-current monthly base salary (subject to applicable tax withholding), (2) a pro-rated bonus (subject to applicable tax withholding) based upon the number of months you participated in the then-current fiscal year’s annual bonus plan, calculated assuming 100% achievement of individual and corporate plan objectives, (3) one-year vesting acceleration of all unvested RSUs, if any, (4) one-year vesting acceleration of all unvested options, if any, and (5) reimbursement of six (6) months of COBRA benefit continuation. For purposes hereof, “Cause” shall mean (i) any act of dishonesty or fraud taken by you that is in connection with your responsibilities as an employee which is intended to result in your substantial personal enrichment, (ii) your conviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (iii) a willful act by you which constitutes misconduct and is injurious to the Company, or (iv) continued willful violations by you of the your obligations to the Company after there has been delivered to you a written demand for performance from the Company which describes the basis for the Company’s belief that you have not substantially performed your duties. Your severance payments and/or related benefits will in no event start before the earliest date permitted by Section 409A(a)(2) of the Internal Revenue Code. If the commencement of the severance payments and/or related benefits must be delayed, then the deferred installments will be paid to you in a lump sum on the earliest practicable date permitted by Section 409A(a)(2). You will not be required to mitigate the amount of any payment contemplated by this letter, nor will any such payment be reduced by any earnings that you may receive from any other source.

The Company periodically evaluates the need to put in place Change of Control Severance Agreements for its executive team. When the Company decides to implement Change of Control Severance Agreements for its executive team, you will be offered a Change of Control Severance Agreement.

To accept the Company’s offer, please sign and date this letter in the space provided below. This letter, along with the Confidentiality Agreement, any other agreements relating to proprietary rights between you and the Company and all other documents referenced in this letter, set forth the terms of your employment with the Company and supersede any prior representations or agreements, including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including but not limited to its at-will employment provision, may not be modified or amended except by a written agreement signed by you and approved by our Board of Directors.

Mr. Behrooz Yadegar

April 11, 2006

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This offer of employment will terminate if it is not accepted, signed and returned to Paula Ewanich, our Vice President of Human Resources via facsimile to (408)  ###-###-####, by 5:00 p.m. California time on Tuesday, April 18, 2006, and is contingent upon the Company’s completion of a background and reference check, the results of which are satisfactory to the Company, and your commencing employment with us no later than May 1, 2006.

If you should have any questions, please feel free to contact us. We look forward to your joining the Genesis team!

Start Date: May 1, 2006