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Agreement#: AG-14472
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CHANGE OF CONTROL LETTER AGREEMENT W- KARL CHICCA

Effective Date: August 26, 1996
Parties:

3DFX

Sectors: Computer Hardware
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 ...

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