**Exhibit 10.87**
**CATALYST SEMICONDUCTOR, INC.**Severance Agreement
     This Severance Agreement (“Agreement”) is made as of the 14th day ofOctober, 2002 between George Smarandoiu (“Employee”) and CatalystSemiconductor, Inc. (‘“Corporation”).
**WITNESSETH**
     **WHEREAS**, Employee is employed by the Corporation.
     **WHEREAS**, the Corporation and Employee mutually desire to enter into aseverance agreement with respect to Employee’s employment by the Corporation.
     **NOW, THEREFORE**, in consideration of the mutual convents hereinaftercontained, the Corporation and Employee agree as follows:
     1) **INVOLUNTARY TERMINATION**. If Employee’s employment isterminated as a result of Involuntary Termination other than for cause, at anytime prior to three years from this date, Employee will be entitled toconsideration as defined below:
     2) **SEVERANCE BENEFITS FOR INVOLUNTARY TERMINATIONFOLLOWING A CHANGE OF CONTROL**.
a) Employee shall be entitled to fifty percent (50%) ofhis annual base salary payable in six equal monthly installments, commencingone month after the termination date.
b) All outstanding unvested stock options shallimmediately vest as of the date of termination and shall remain exercisable fora period of three years after said date.
c) In addition, as of the termination date, Employeeshall be entitled to receive any unpaid salary and accrued vacation,
d) Change of control is defined as any sale ofsubstantially all of the Company’s assets, a sale of a majority of its sharesor a merger or consolidation where the existing shareholders do not control atleast 50% of the total voting power after the event.
     3) **SEVERANCE BENEFITS FOR INVOLUNTARY TERMINATION APARTFROM A CHANGE OF CONTROL.**
a) Employee will be entitled to twenty-five percent (25%)of his annual base salary as of the termination date. Such payment shall bepaid in six equal monthly amounts commencing one month after the terminationdate.
b) All outstanding vested options as of this date shallremain exercisable for a period of one year after termination date.
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c) In addition, as of the termination date, Employee shall be entitled to receive any unpaid salary and accrued vacation pay.
     4) No severance payment will be made under paragraphs 2or 3 if termination occurs, for any reason, during the first ninety (90) daysof employment.
     5) **CONFIDENTIAL INFORMATION**. Employee shall continue tomaintain the confidentiality of all confidential and proprietary information ofthe Corporation and shall continue to comply with the terms and conditions ofthe Confidentiality Agreement(s) between Employee and Corporation.
     6) **NON-DISPARGEMENT**. Employee agrees not to disparagethe Corporation or any of its officers, directors, employees, products, vendorsor customers.
     7) **RELEASE OF CLAIMS**. Both parties agree that theforegoing consideration represents settlement in full of all outstandingobligations owed by Corporation to the Employee. Employee and his respectiveheirs, executors, assigns and agents hereby fully and forever releasesCorporation and its officers, directors, employees, assigns and agents from anyclaim, duty, obligation or cause of action relating to any matters, known orunknown, arising from any omissions, acts or facts that have occurred up untilthe termination date, including without limitation:
a) Any claims relating to Employee’s employmentrelationship with the Corporation.
b) Any claims relating to Employee’s receipt of optionsand/or purchase or sales of shares of stock of the Corporation.
c) Any claims for violation of state, federal ormunicipal law.
     8) **CONFIDENTIALITY**. The parties agree to use their bestefforts to maintain in confidence the existence, contents and terms of thisAgreement, except as disclosure may be required by law.
     9) **TAX CONSEQUENCES**. The Corporation makes norepresentations or warranties with respect to the tax consequences of anyconsideration received by Employee under the terms of this Agreement. Employeeagrees that he is solely responsible for payment, if any, of local, state orfederal taxes on all consideration received. Employee further agrees toindemnify the Corporation for any claims due to his failure to pay any suchtaxes.
     10) **ENTIRE AGREEMENT**. This Agreement represents the entireagreement and understanding between the Corporation and Employee concerningEmployee’s relationships with the Corporation and supersedes any prior writtenor oral agreements concerning Employee relationship with and compensation fromthe Corporation and may not be changed except in written form signed’ by bothparties.
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     11) **GOVERNING LAW: JURISDICTION**. This Agreement, shall begoverned by the laws of the State of California. Any disputes shall beresolved by binding arbitration by JAMSENDISPUTE in Santa Clara County, towhich binding arbitration both parties consent.
     12) **NO LEGAL REPRESENTATION**. Employee is advised to seek hisown legal advice in this matter and acknowledges that Orrick, Herrington &Sutcliffe LLP are acting solely as counsel for the Corporation and not forEmployee.
**IN WITNESS WHEREOF**, the parties have executed this Agreement, as of the datefirst written above.
Catalyst Semiconductor, Inc.   By: /s/ Gelu VoicuGelu Voicu