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. 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.

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 . The functions generally assigned to the Board of Directors of the Principal Sponsor shall be discharged by the Board or one or more persons or a committee of persons jointly or severally, to whom the Board delegates such functions. Notwithstanding any other provision in this Plan Statement, the Board of Directors of the Principal Sponsor shall have the exclusive authority (which may not be delegated other than to an appropriate committee of the Board) to act for the Principal Sponsor:

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.

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.

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.

shall mean the Board of Directors of the Company, as constituted from time to time.

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.

means the Board of Directors of the Company.