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Exhibit 99.2
Dean MacIntosh
Compensation Agreement
The Following agreement was adopted by the Board of Directors of Lumisys
Incorporated pursuant to a Written Consent Dated May 1, 2000
1. New Base Salary. $165,000, effective 3/1/2000.
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2. 1999 Incentive. The Board of Lumisys has agreed to accelerate the vesting
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of options so that the total 41,670 shares subject to the performance-based
option granted November 1, 1999 to Dean MacIntosh will be vested. MacIntosh
will be granted 57,624 new options upon approval by the compensation
committee of the board of directors so that the total number of unvested
options granted to MacIntosh will be 75,000 shares. The option will be
priced at the closing market price of Lumisys common stock on the date of
grant. The shares granted will vest monthly on a pro-rata basis over 5
years. The base vest date for both options will be 3/1/00.
3. Incentive for sale Lumisys Inc. The success fee for the sale of the Lumisys,
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excluding AuntMinnie.com will be 1% of the net proceeds to Lumisys for any
transaction up to $50 million and additionally, 2% of any incremental net
proceeds to Lumisys above $50 million. The incentive will be paid in cash as
soon as feasible, but not to exceed 30 days from the date Lumisys receives
proceeds from the transaction.
4. Incentive for continuation of employment if Lumisys is not sold. If, by
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March 1, 2001, Lumisys has not been sold, MacIntosh will be paid an amount
equal to 50% of his current annual salary ($82,500). If a sale of Lumisys is
consummated after March 1, 2001, and MacIntosh is still an employee of
Lumisys, the incentive pay for continuation of employment will be deducted
from the incentive for sale of Lumisys to be paid.
