[] [GIGAMEDIA LIMITED 2008 EQUITY INCENTIVE PLAN Purpose; Types of Awards; Construction. 1. The purposes of the GigaMedia Limited 2008 Equity Incentive Plan (the “Plan”) are to afford an incentive to non-employee directors, selected officers and other employees, advisors and consultants of GigaMedia Limited (the “Company”), or any Subsidiary that now exists or hereafter is organized, incorporated or acquired, to continue] [GIGAMEDIA LIMITED 2008 EMPLOYEE SHARE PURCHASE PLAN Purpose 1. Definitions 2. a. “Board” shall mean the Board of Directors of the Company. b. “Change in Capitalization” shall mean any increase, reduction, or change or exchange of Common Stock for a different number or kind of shares or other securities of the Company by reason of a reclassification, recapitalization, merger, consolidation,] [GIGAMEDIA LIMITED 2009 EQUITY INCENTIVE PLAN Purpose; Types of Awards; Construction. 1. The purposes of the GigaMedia Limited 2009 Equity Incentive Plan (the “Plan”) are to afford an incentive to non-employee directors, selected officers and other employees, advisors and consultants of GigaMedia Limited (the “Company”), or any Subsidiary that now exists or hereafter is organized, incorporated or acquired, to continue] [GIGAMEDIA LIMITED 2009 EMPLOYEE SHARE PURCHASE PLAN Purpose 1. Definitions 2. a. “Board” shall mean the Board of Directors of the Company. b. “Change in Capitalization” shall mean any increase, reduction, or change or exchange of Common Stock for a different number or kind of shares or other securities of the Company by reason of a reclassification, recapitalization, merger, consolidation,] [WRITER’S NAME : Christopher Ong / Boey Shao Qiang DIRECT TEL : +65 6890 7728 / 7753 DIRECT FAX : +65 6302 3169 / 3128 DIRECT E-MAIL : christopher.ong@allenandgledhill.com OUR REF : OHW/2009005311 YOUR REF : 10 July 2009 BY DHL Gigamedia Limited Attention: Ms Jennifer Tseng / Mr Chu Shi-Ting Dear Sirs GIGAMEDIA LIMITED REGISTRATION STATEMENT ON FORM S-8] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 15, 2009, relating to the consolidated financial statements of GigaMedia Limited, and the effectiveness of GigaMedia Limited’s internal control over financial reporting, which appears on page F-1 of GigaMedia Limited’s Annual Report on Form] [POWER OF ATTORNEY Title Date Chairman of the Board July 13, 2009 Director July 13, 2009 Director July 13, 2009 Director July 13, 2009 Director and Chief Operating Officer July 13, 2009 Director July 13, 2009 Director July 13, 2009 Director and Chief Executive Officer July 13, 2009 EX-24.1 8 h03503exv24w1.htm EX-24.1]