Exhibit 10.17


 


Schedule of
Executive Officer and Director Compensation for 2006


 


Set forth below is a
description of the compensation that MathStar, Inc. determined to pay its
executive officers (defined in Item 402(a)(3) of Regulation S-K) in their
current positions for the year ending December 31, 2006.


 


	
  Name

  	
   

  	
  2006 Base Salary

  	
   

  	
  Potential Bonus

  2006 Stock Option

  Awards (1)(2)

  	
   

  
	
  Douglas M. Pihl,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  President and Chief Executive Officer

  	
   

  	
  $

  	
  246,000

  	
   

  	
  3⁄4

  	
   

  
	
  Ronald K.
  Bell,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chief Technology Officer

  	
   

  	
  $

  	
  240,000

  	
   

  	
  3⁄4

  	
   

  
	
  Daniel J.
  Sweeney,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chief Operating Officer

  	
   

  	
  $

  	
  180,000

  	
   

  	
  $

  	
  90,000

  	
   

  
	
  Glen Wiley,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice President, Sales(3)

  	
   

  	
  $

  	
  146,400

  	
   

  	
  $

  	
  130,000

  	
   

  
	
  James W.
  Cruckshank,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chief Financial Officer and

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice President, Administration

  	
   

  	
  $

  	
  175,000

  	
   

  	
  $

  	
  87,500

  	
   

  
	
  Sean P.
  Riley,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice President, Marketing

  	
   

  	
  $

  	
  170,000

  	
   

  	
  $

  	
  65,000

  	
   

  
	
  Timothy A.
  Teckman,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vice President, Engineering

  	
   

  	
  $

  	
  150,000

  	
   

  	
  $

  	
  60,000

  	
   

  
	
  Bryon K.
  Bequette,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Counsel

  	
   

  	
  $

  	
  30,000

  	
   

  	
  3⁄4

  	
   

  



 






(1)                    Reflects
the maximum potential bonus the named officer could earn under this bonus plan
adopted by the Compensation Committee.


 


(2)                    For
2006, Mr. Wiley’s bonus is based on the achievement of certain design wins
and revenue goals.


 


(3)                     Pro
rated from January 9, 2006.


 


Schedule of
Director Compensation for 2006


 


Set forth below is a
description of the compensation that MathStar, Inc. determined to pay to
its directors for the year ending December 31, 2006.


 


Cash
Compensation


 


	
  Retainer:

  	
   

  	
  $1,500 per
  quarter

  
	
  Board
  Meeting Fee

  	
   

  	
  $750 per
  meeting

  
	
  Audit
  Committee:

  	
   

  	
  $1,000 per
  meeting for chairman, $750 meeting for other members

  
	
  Other
  Committees:

  	
   

  	
  $750 per
  meeting for chairman, $500 per meeting for other members

  



 

















 


Equity
Compensation to Non-Employee Directors


 


	
  Initial
  Option Grant:

  	
   

  	
  To new
  non-employee directors, ten-year option to purchase 25,000 shares, vesting
  over three years on the first, second and third anniversary dates of the date
  of grant if the director is then a director of MathStar, at an exercise price
  equal to the exercise price of the common stock on the date of grant.

  
	
   

  	
   

  	
   

  
	
  Annual
  Grant:

  	
   

  	
  Upon the
  re-election of each non-employee director to the board, ten-year option to
  purchase 5,000 shares, vesting one year after grant if the director is then a
  director of MathStar, at an exercise price equal to the exercise price of the
  common stock on the date of grant.