EX-10.21



 Exhibit 10.21 

CONSULTING AGREEMENT 

THIS CONSULTING AGREEMENT is entered into as of January 3, 2013
(“Effective Date”) between EASIC CORPORATION, a Delaware corporation (the “Company”), and MIKE
KOUREY (“Advisor”). 
 R E C I T A L S 

WHEREAS, the Company anticipates that its Board of Directors (the “Board”) shall
appoint Advisor to serve on the Board until his successor is duly elected and qualified; and 

WHEREAS, the Company and Advisor desire to enter into this Agreement to set forth the terms of
Advisor’s service and compensation arrangement with the Company. 
 NOW, THEREFORE,
for good and valuable consideration, receipt of which is hereby acknowledged, the Company and Advisor agree as follows: 
  

	1.	SERVICES AND COMPENSATION.  


Advisor shall provide consulting services to the Company with respect to the Company’s business and operations and such
other service as may be mutually agreed upon by the Company and Advisor (the “Consulting Services”); and, upon appointment to the Board, shall serve as a member of its Board in accordance with the duties and obligations set
forth under the Delaware General Corporation Law (the “DGCL”), including without limitation, attendance at Board meetings, participation in subcommittees of the Board, and consultation with board members and officers of the
Company as necessary or appropriate (“Board Services” and together with the Consulting Services, the “Services”). In providing such Consulting Services, Advisor shall devote 0.5 days per week to the
Company’s business and operations at the Company’s offices, and be also available at other times by telephone as reasonably required by the Company. 
  

	2.	COMPENSATION.  

 In full
consideration for Advisor’s timely and satisfactory performance of the Services, subject to approval by the Company’s Board, Advisor will be granted an option to purchase shares of Company common stock (the
“Shares”) at an exercise price equal to the fair market value on the date of grant, as determined by the Board, with the number of Shares calculated to equal 0.5% of the Company’s total outstanding shares calculated on a
Fully diluted Basis as of the closing of the Company’s Series A-2 Preferred Stock Financing, occurring on or around January 26, 2013. “Fully diluted Basis” shall include all common, preferred and any other types of
voting equity issued or outstanding, including stock options outstanding or shares reserved for issuance pursuant to stock options yet to be granted, and any warrants outstanding. The option will be a nonqualified stock option and will be subject to
the terms of the Company’s 2010 Equity Incentive Plan (the “Plan”) and standard form of Stock Option Agreement. Subject to Advisor’s Continuous Service (as defined in the Plan), the Shares shall vest monthly over a
twelve (12) month period beginning on the Effective Date and the option shall be early-exercisable pursuant to the Company’s standard form of early exercise stock purchase agreements. Moreover, in the event of (i) a sale, lease or
other disposition of all or substantially all of the assets of the Company, (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the
shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or
reorganization or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons  







 
or entities) in which in excess of fifty percent (50%) of the Company’s outstanding voting power is transferred (each of the foregoing, a “Change of
Control”), then the vesting of the Shares, along with the unvested portion of any other stock options held by the Consultant, shall be accelerated in full, subject to the terms of the Plan and the Consultant’s Continuous Service
through the date of such Change of Control. 
  

	3.	CONFIDENTIALITY.  

 In addition to Advisor’s
obligations, duties and restrictions under the DGCL that arise from Advisor’s positon as a member of the Board, Advisor also recognizes that Advisor will be exposed to, have access to and be engaged in the development of information (including
all tangible and intangible manifestations) regarding the patents, copyrights, trademarks, trade secrets, technology, strategic sales/marketing plans, and business of the Company and agrees as follows: 

(a) All Proprietary Information (as defined below), whether presently existing or developed in the future, shall be the sole property of the
Company and its assigns. In addition, the Company and its assigns shall be the sole owner of all intellectual property and other rights in connection with such Proprietary Information. The term “Proprietary Information” shall mean all
inventions, works of authorship, trade secrets, business plans, confidential knowledge, data or any other proprietary information of the Company. By way of illustration but not limitation, “Proprietary Information” includes, without
limitation, (i) inventions, ideas, samples, designs, applications, drawings, methods or processes, formulas, trade secrets, data, source and object codes, know-how, improvements, discoveries, developments, designs and techniques; and
(ii) information regarding plans for research, development, new products and service offerings, marketing and selling, business plans, budgets and unpublished financial statements, licenses, sales, pricing, profits and costs, distribution
arrangements, suppliers and customers, marketing, customer and a partner strategies, business development plans, customer and partner lists, and information regarding the skills and compensation of employees of the Company and the Company’s
internal organization. 
 (b) During the term of this Agreement and after its termination, Advisor will keep in confidence and trust all
Proprietary Information and shall not reproduce, use or disclose any Proprietary Information or anything related to such information without the prior written consent of the Company, except as required in the ordinary course of performing the
Services. 
 (c) Advisor agrees to promptly disclose to the Company and hereby assigns to the Company, or its designee, all right, title and
interest in and to all inventions, original works of authorship, developments, concepts, know how, improvements or trade secrets, whether or not patentable, that Advisor may solely or jointly conceive or develop or reduce to practice during the term
of this Agreement that arise from the Services. Advisor shall execute all such documents and take all such actions as are reasonably requested by the Company to assist the Company, or its designee, at the Company’s expense, in every proper way
to secure the Company, or its designee’s, rights in the inventions and any intellectual property rights relating thereto. 
 4.
    INDEPENDENT CONTRACTOR. Advisor is an independent contractor, is not an agent or employee of the Company and is not authorized to act on behalf of the Company. Advisor will
not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to Advisor for taxes. Advisor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed
with, or made to, any federal, state or local tax authority with respect to the performance of services under this Agreement, if any. 

  
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 5.     TERM AND
TERMINATION. The term of this Agreement shall commence on the Effective Date and have an initial term of one (1) year, and shall be subject to renewal upon the mutual written consent of both parties. Either
party may terminate this Agreement for any reason, effective upon written notice to the other party. This Agreement shall also terminate automatically upon the completion of Board Services (i.e. on the date Advisor is no longer serving as a member
of the Board). 
  

	6.	MISCELLANEOUS.  

 (a) This Agreement shall
be governed by the laws of the State of California applicable to agreements made and to be performed within such state, and shall inure to the benefit of and be binding upon the respective heirs, executors, successors, representatives and assigns of
the parties, as the case may be; provided, however, the obligations hereunder of Advisor are personal and may not be assigned without the express written consent of the Company. 

(b) Advisor represents that neither the execution of this Agreement nor the performance of Advisor’s obligation under this Agreement will
result in a violation or breach of any other agreement by which Advisor is bound. The Company represents that this Agreement has been duly authorized and executed and is a valid and legally binding obligation of the Company, subject to no
conflicting agreements. 
 (c) All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during the normal business hours of the recipient; if not, then on the next business day, (iii) three
(3) days after having been sent to registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All notices shall be sent to the party to be notified at the address as set forth on the signature page below or at such other address (including electronic mail address) as such party may designate in writing to the other
party. 
 (d) This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the
entire agreement between the Company and Advisor with respect to the subject matter of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or
representative of the Company, or by any written documents unless it is signed by an executive officer of the Company and by Advisor. 
 (e)
The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent
enforceable, shall nevertheless be binding and enforceable. 
 [SIGNATURE PAGE TO
FOLLOW.] 

  
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 IN WITNESS WHEREOF, the parties have executed this Consulting Agreement effective as of
the date first stated above. 
  

			
	EASIC CORPORATION
		
	By:		 /s/ Brian McDonald



 
			
		
	Name:		 Brian McDonald



 
			
		
	Title:		 VP : CFO



 
			
		
	ADDRESS:		2585 Augustine Drive, Suite 100
			Santa Clara, CA 95054


 
			
		
	Fax:		  



  

			
	ADVISOR:
	
	 /s/ Mike Kourey

	MIKE KOUREY
		
	Address:		 5466 Blackhawk Dr.

			 Danville, CA 94506

	
	  



			
		
	Fax:		  



			
		
	Email:		 mk@khoslaventures.com









 EASIC CORPORATION 

AMENDMENT TO CONSULTING AGREEMENT 

This Amendment to Consulting Agreement (the “Amendment”) is made by eASIC Corporation
(“Company”) and Mike Kourey (“Advisor”), effective as of this 30 day of September, 2013 (the “Amendment Date”). 

RECITALS 
 The Company and
Advisor entered into that certain Consulting Agreement effective as of January 3, 2013 (“Agreement”). The parties wish to amend certain terms of the Agreement, as set forth herein. Unless otherwise defined, all initially
capitalized terms in this Amendment shall be as defined in the Agreement. 
 AGREEMENT 

NOW, THEREFORE, the Company and Advisor agree as follows: 

 

	 	l.	Section 2 of the Agreement is amended in its entirety to read as follows: 


“2. Compensation. In full consideration for Advisor’s timely and satisfactory performance of the Services, the Board has
approved the grant of an option to purchase 6,894,815 shares of Company common stock (the “Shares”) at an exercise price equal to $0.01, which is the fair market value of the Company’s common stock on the date of such
grant was approved. The option will be a nonqualified stock option and will be subject to the terms of the Company’s 2010 Equity Incentive Plan (the “Plan”) and standard form of stock option grant notice and stock option
agreement. Subject to Advisor’s Continuous Service (as defined in the Plan), the Shares shall vest monthly over a twenty four (24) month period beginning the Effective Date and the option shall be early-exercisable pursuant to the
Company’s standard form of early exercise stock purchase agreements. Moreover, in the event of (i) the sale, transfer or other disposition of all or substantially all assets of the Company; (ii) a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly,
either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent
(50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their ownership of the outstanding voting
securities of the Company immediately prior to such transaction; or (iii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger
or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Company) if as a result of such transaction or series of related transactions the shareholders of the Company prior to the commencement of
the transaction or transactions own less than fifty percent (50%) of the voting shares of the entity surviving such transaction or transactions (each of the foregoing, a “Change of Control”), then the vesting of the
Shares, along with the unvested portion of any other stock options held by the Advisor, shall be accelerated in full, subject to the terms of the Plan and the Advisor’s Continuous Service through the date of such Change of Control.” 

2. Legal Effect. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms
and hereby is ratified and confirmed in all respects. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 







 IN WITNESS WHEREOF, the
parties hereto have executed this First Amendment to Consulting Agreement as of the date first set forth above. 
  

									
	EASIC CORPORATION				ADVISOR
					
	By:		 /s/ Ronnie Vasishta
				By: 		 /s/ Mike Kourey

	Title:		 President & CEO
						Mike Kourey









			
	



		2585 Augustine Drive, Suite 100
		Santa Clara, CA 95054
		Phone: (408)855-9200
		Fax: (408) 855-9201
		www.easic.com
		
		

 Mike Kourey 
 5466 Blackhawk
Drive 
 Danville, CA 94 506 
  

	 	Re:	Confirmation of Extension of Consulting Agreement 

 Dear Mike, 

As you know, you and eASIC Corporation (the “Company”) entered into a Consulting Agreement dated January 3, 2013, which was amended on
September 30, 2013 (as amended, the “Consulting Agreement”). This letter agreement confirms that, effective January 2, 2014, you and the Company mutually agreed to extend the Consulting Agreement for an additional year, to
January 3, 2015 (the “Extension”). 
 Our signatures below will constitute our written confirmation of the Extension. 

Sincerely, 
 /s/ Ronnie Vasishta 

Ronnie Vasishta 
 Chief Executive Officer 

Acknowledged and agreed: 
  

	
	 /s/ Mike Kourey

	 Mike Kourey