Vice President of Finance Employment Agreement

TESSERA LETTERHEAD]


March 21, 2000


Mr. Steve G. Vogel


Dear Steve:


On behalf of Tessera, I would like to offer you employment as Vice-president of Finance and Administration and Chief Financial Officer. This is an exempt position at a starting annual salary of $210,000. In addition, there will be a bonus plan for you for reaching the Company's operational and financial goals. Your bonus would allow earning up to 25% of your annual salary for the achievement of all objectives (bonus plan and goals to be more fully developed by the Tessera executive management team and ratified by Tessera's Board of Directors).


Your responsibilities will include Finance, Accounting and General Administration and Management Information Systems. You will be expected to lead Tessera's financial planning and budgeting process on an on-going basis. In addition, you will be expected to update Tessera's business plan and to assume a strategic role as we position Tessera for a possible IPO. you will further be expected to establish and maintain systems and structures for reporting financial results, collecting and controlling costs, and other accounting and financial controls as may be needed.


If you accept this offer, you agree to begin work on April 6, 2000 or sooner if your other commitments permit. You will be reporting directly to me in my role as Tessera's President and CEO.


Subject to the Board of Directors and shareholder approvals that are required, in addition to your salary you will receive stock options under the Company's 2000 Incentive Stock Option Plan to purchase 500,000 shares of Tessera common stock at a price set by the Board of Directors upon your acceptance (current option price is $1.00 per share). Your stock options will be scheduled to vest as follows: 125,000 shares will vest on the first anniversary of your employment and 10.416 shares per month will vest thereafter. In addition, you will receive a sign-on bonus to cover moving expenses of $30K. LFurther, as a regular employee, you will be eligible for certain benefits more fully described in the Tessera LEmployee Handbook which will be issued to you upon your employment. As discussed, your benefits shall incluede a sum tot al of two (2) weeks of paid vacation time per year.


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If you are terminated for any reason except cause, Tessera will pay you a severance package consisting of the continu ...