Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Notwithstanding anything to the contrary in the Plan, with respect to the terms and conditions of awards granted to Participants outside the United States, the Board of Directors may vary from the provisions of the Plan to the extent it determines it necessary and appropriate to do so; provided that it may not vary from those Plan terms requiring stockholder approval pursuant to Section 10(d) below. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons deriving their rights from a Purchaser or Optionee.

Board of Directors. Sigma Designs, Inc. (the “Company”) is pleased to extend an offer to you to become a member of the Company’s Board of Directors (the “Board”). Your background and experience in our industry as well as your experience with restructuring companies will be an excellent complement to our existing Board, and I am personally very excited for you to join our leadership. This letter, once agreed to and accepted by you, shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you are to provide. Your services as a director shall be subject to and in accordance with California law. You shall serve as a director until such time as you resign, are removed from office in accordance with applicable law, the Articles of Incorporation or Bylaws of the Company or you fail to be re-elected at a duly constituted meeting of the Company’s shareholders.

Board of Directors. The Board of Directors shall have the authority and responsibility to determine from year to year whether # Annual Bonus opportunities shall be available to Key Executives for the ensuing Fiscal Year, # whether Long Term Bonus opportunities will be available to Key Executives for an Incentive Cycle and # whether Stock Options or Restricted Stock shall be awarded to Key Executives and/or Non-Employee Directors. If the Board determines it appropriate to form an Incentive Cycle for Long Term Bonus purposes and/or to make Annual Bonus opportunities available for the ensuing Fiscal Year, the Board shall direct the Compensation Committee's attention to the results the Board believes important for the Company to achieve during that Incentive Cycle or Fiscal Year. With respect to results to be achieved, it is intended that the Board will give qualitative directions, generally providing priorities among the Company's several operations.

Board of Directors. From and after the closing of the transactions contemplated by the Purchase Agreement, the Buyer shall control the Board of the Company and the constituent boards of each of the Acquired Companies, and shall appoint a majority of the members to each such board. From and after the closing through the conclusion of the final Earn-Out Period (including with respect to calculation of the Earn-Out Acceleration (as defined below)), the Buyer acknowledges and agrees that the Sellers shall be entitled to designate up to two (2) members of the Board of the Company (each, a “Seller Director”) and Buyer hereby agrees to vote its shares to appoint such Seller Directors to the Board of the Company. The Chairman of the Board shall be appointed by the Buyer.

The Board of Directors. Except for situations in which the approval of the Member is required by this Agreement or by non-waivable provisions of applicable law (including the Act), the right to manage, control and conduct the business and affairs of the Company and to take any and all actions on behalf of the Company shall be vested completely and exclusively in the Board of Directors of the Company (the “Board”). The Board shall consist of five (5) members (each a “Director” and collectively the “Directors”). The initial Directors who shall serve on the Board from the Effective Date will be Wayne West III and Michael L. Pleninger (the “Member Directors”) and Drew Sims and David Folsom and a fifth director who shall be an independent director (the “Independent Director”). David Beatty will be the initial Independent Director. The Member will have the continuing and irrevocable right to appoint, remove and replace either or both of the Member Directors. [[Owner:Organization]] Inc. or its designated affiliate (“Sotherly”) shall have the continuing and irrevocable right to appoint successor Directors to Drew Sims and David Folsom upon either of their death or disability or earlier resignation from the Board. Drew Sims and David Folsom and their duly appointed successors shall be referred to herein as “Sotherly Directors.” In the event of the death, disability or earlier resignation of David Beatty (or his duly appointed successor), the remaining four (4) Directors shall by majority vote select a fifth Director who shall not be an employee, member or director of either the Member or Sotherly. In the event the Board is unable to reach a majority vote on a potential successor to the Independent Director, the Sotherly Directors shall have the right to determine the outcome and to cast the deciding vote on such successor and their decision will be final and binding on the Company and the Member. A Director need not be a Member or a resident of the Commonwealth of Virginia.

Board of Directors. During Executive’s service as Chief Executive Officer and President, Executive shall serve as a member of the Board, so long as Executive is so nominated and elected to so serve and subject to the Company’s corporate governing documents. Executive will not be an independent Board member, and will not serve on any Board committees.

Board of Directors. The board of directors is comprised of the persons set forth under the heading of the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board of directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of the board of directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the board of directors qualify as “independent” as defined under the rules of the Trading Market.

Board of Directors. Board of Directors means, for a Participating Employer organized as a corporation, its board of directors and for a Participating Employer organized as a limited liability company, its board of managers.

Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons deriving their rights from a Purchaser or Optionee.

Board of Directors. Provided that Executive is still employed hereunder, the Board shall nominate Executive to be elected to serve on the Board at each meeting of the Company’s stockholders held during the term of this Agreement to elect directors, consistent with the provisions of the Bylaws and Certificate of Incorporation of the Company, as amended and in effect from time to time. Additionally, for so long as the Executive serves as a member of the Board, the Board shall, appoint the Executive as the Chairman of the Board, unless they deem it inappropriate or in the Company’s best interests not to.