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Agreement#: AG-14559
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CHANGE OF CONTROL LETTER AGREEMENT

Effective Date: August 29, 1996
Parties:

3DFX

Sectors: Computer Hardware
3Dfx Interactive letterhead]







August 26, 1996





Phil Carmack 500 Magnolia Lane Santa Clara, CA 95051





Dear Phil:



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) 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 rela ...

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