EXHIBIT 10.23


MOSYS,
INC.

CHANGE-IN-CONTROL AGREEMENT


THIS
CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), made and entered
into as of October 6, 2006, by and between Mosys, Inc., a Delaware corporation
(“MoSys”), and Raj Singh (the “Executive”).


WHEREAS,
MoSys considers it essential to its best interests to foster the continued
employment of key management personnel and recognizes the distraction and
disruption that the possibility of a Change-in-Control (as defined in Section
1(d) below) may raise to the detriment of MoSys and its stockholders; and


WHEREAS,
MoSys has determined to take appropriate steps to reinforce and encourage the
continued attention and dedication of key management personnel to their
assigned duties in the face of a possible Change-in-Control;


NOW,
THEREFORE, in consideration of the premises and the mutual
covenants contained herein, MoSys and the Executive hereby agree as follows:


1.             DEFINITIONS


(a)           “Base Salary” shall mean the annual salary of the Executive
at the time of termination of his employment within the application of this
Agreement.


(b)           “Beneficiary” shall mean (i) the person or persons
named by the Executive, by notice to MoSys, to receive any compensation or
benefit payable under this Agreement or (ii) in the event of his death, if
no such person is named and survives the Executive, his estate.


(c)           “Board” shall mean the Board of Directors of MoSys.


(d)           “Change-in-Control”
means the occurrence of any of the following:


(i)  an acquisition after the Effective Date by an
individual, an entity or a group in one or more related transactions (excluding
MoSys or an employee benefit plan of MoSys or a corporation controlled by MoSys’s
stockholders) of 45 percent or more of MoSys’s common stock or voting
securities; or


(ii)  consummation of a complete liquidation or
dissolution of MoSys or a merger, consolidation, reorganization or sale of all
or substantially all of MoSys’s assets (collectively, a “Business Combination”)
other than a Business Combination in which (A) the stockholders of MoSys
receive 50 percent or more of the stock of the corporation resulting from the
Business Combination and (B) at least a majority of the board of directors of
such resulting corporation were incumbent directors of MoSys immediately prior
to the consummation of the Business Combination, and (C) after which no
individual, entity or group (excluding any corporation or 













other entity resulting from the Business Combination
or any employee benefit plan of such corporation or of MoSys) who did not own
45 percent or more of the stock of the resulting corporation or other entity
immediately before the Business Combination owns 45 percent or more of the
stock of such resulting corporation or other entity.


(e)           “Good Reason” means, without the Executive’s prior written
consent or acquiescence:


(i)  assignment to the Executive of duties
incompatible with the Executive’s position, failure to maintain the Executive in
this position and its reporting relationship or a substantial diminution in the
nature of the Executive’s authority or responsibilities;


(ii)  reduction in the Executive’s then current
Base Salary or in the bonus or incentive compensation opportunities or benefits
coverage available during the term of this Agreement, except pursuant to an
across-the-board reduction similarly affecting all senior executives of MoSys;


(iii)  termination of the Executive’s employment,
for any reason other than death, disability, voluntary termination or
Misconduct (as defined below);


(iv)  relocation of the Executive’s principal place
of business to a location more than 30 miles from the location of such office
on the date of this Agreement;


(v)  MoSys’s failure to pay the Executive any
material amounts otherwise vested and due the Executive hereunder or under any
plan, program or policy of MoSys; or


(vi)  failure of a successor to MoSys following a
Change-in-Control to expressly assume or affirm MoSys’s obligations under this
Agreement as specified in Section 6.


(f)            “Misconduct” means the commission of any act of fraud,
embezzlement or dishonesty or other violation of MoSys’s Code of Business
Conduct and Ethics for Employees, Executive Officers and Directors by the Executive,
any unauthorized use or disclosure by the Executive of confidential information
or trade secrets of MoSys or other breach by the Executive of a material
agreement between the Company and the Executive, or any other intentional
misconduct by the Executive adversely affecting the business affairs of MoSys
in a material manner.


(g)           “MoSys” when used herein shall be deemed to refer to
MoSys and any entity or entities that succeed to the assets and properties of
MoSys following a Change-in-Control, or any other corporation or other entity
which is a subsidiary or parent of such successor entity or entities for whom
the Executive is employed at any time within two years following the
Change-in-Control.


2.             TERM OF AGREEMENT


This Agreement shall be effective immediately upon its
execution by MoSys and the Executive (the “Effective Date”) and shall remain in
effect until the earliest to occur of: 
(a) termination of the Executive’s employment with MoSys following a
Change-in-Control (i) by reason 













of death or disability, (ii) by the Executive other than for Good
Reason, or (iii) by MoSys for Misconduct, or (b) two years after the date of a
Change-in-Control.


3.             CHANGE
IN CONTROL BENEFITS


In the event of termination of the Executive’s employment
by the Executive for Good Reason within two years following a
Change-in-Control, the Executive will be entitled to the following:


(a)           Salary and Benefits:


(i)  his Base Salary through the date of
termination;


(ii)  payment in lieu of any unused vacation, in
accordance with MoSys’s vacation policy and applicable laws;


(iii)  any annual or discretionary bonus earned but
not yet paid to the Executive for any calendar year prior to the year in which
his termination occurs;


(iv)  any compensation under any deferred
compensation plan of MoSys or deferred compensation agreement with MoSys then
in effect;


(v)  any other compensation or benefits, including
without limitation any benefits under long-term incentive compensation plans,
any benefits under equity grants and awards and employee benefits under plans
that have vested through the date of termination or to which the Executive may
then be entitled in accordance with the applicable terms of each grant, award
or plan; and


(vi)  reimbursement of any business expenses
incurred by the Executive through the date of termination but not yet paid to
the Executive.


(b)           Stock Option Acceleration:  Immediate
and unconditional vesting of 50 percent of the then unvested stock options and
stock awards previously granted to the Executive and, for the one-year period
following termination, the right to exercise any stock options or other awards
held by him.


(c)           Release.  MoSys
will require, as a condition of receiving the Change-in-Control payments under
subsection (b) above, that the Executive execute a general release
substantially in the form attached as Exhibit A, which upon execution
shall be deemed incorporated herein by reference as a material part of this
Agreement.


4.             NO
MITIGATION


MoSys agrees that
if the Executive’s employment with MoSys terminates, the Executive will not be
obligated to seek other employment or to attempt to reduce any amount payable
to the Executive under this Agreement. Further, no amount of any payment under
this Agreement shall 













be reduced by any
compensation earned by the Executive as the result of employment by a
subsequent employer or otherwise.


5.             NOTICES


Any notice or
other communication required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by hand,
electronic transmission (with a copy following by hand, mail or overnight
courier), by registered or certified mail, postage prepaid, return receipt
requested or by overnight courier addressed to the other party. All notices
shall be addressed as follows, or to such other address or addresses as may be
substituted by notice in writing: 


	
  To Mosys, Inc.:

  	
   

  	
  To the Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  755 N Matilda
  Drive

  	
   

  	
  Raj Singh

  
	
  Suite 100

  	
   

  	
   

  
	
  Sunnyvale, CA
  94085

  	
   

  	
   

  
	
  Attention:
  Chairman, Compensation 

  Committee of the Board of Directors

  	
   

  	
  Fax:

  
	
  Fax: (408)
  731-1893

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


6.             SUCCESSORS


(a)           MoSys’s Successors. 
Any successor to MoSys (whether direct or indirect and whether by
purchase, lease, merger, consolidation, liquidation or otherwise) or to all or
substantially all of MoSys’s business and/or assets shall assume MoSys’s
obligations under this Agreement in the same manner and to the same extent as
MoSys would be required to perform such obligations in the absence of a
succession.


(b)           Executive’s Successors.  Without the written consent of MoSys, the Executive
can not assign or transfer this Agreement or any right or obligation under this
Agreement to any other person or entity. 
Notwithstanding the foregoing, the terms of this Agreement and all
rights of the Executive under this Agreement shall inure to the benefit of, and
be enforceable by, the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributes, devisees and
legatees.


7.             GENERAL PROVISIONS


(a)           Amendments.  No
provision of this Agreement may be amended, modified or waived unless such
amendment, modification or waiver shall be agreed to in writing and signed by
the Executive and by a member of the Compensation Committee of the Board.


(b)           Severability.  If
any provision of this Agreement shall be determined to be invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law. 
If any provision of this Agreement is held by a court of competent 













jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.


(c)           Governing Law. 
This Agreement shall be construed, interpreted and governed in
accordance with the laws of the state of California without regard to its
conflicts of laws rules.


(d)           Inconsistencies. 
The terms of this Agreement supersede any inconsistent prior promises,
policies, representations, understandings, arrangements or agreements between
the parties, whether by employment contract or otherwise.


(e)           Survival. 
Notwithstanding the termination of the term of this Agreement, the
duties and obligations of MoSys, if any, following the termination of the Executive’s
employment following a Change-in-Control shall survive indefinitely.


(f)            Withholding. 
MoSys may deduct and withhold from any payments hereunder the amount
that MoSys, in its reasonable judgment, is required to deduct and withhold for
any federal, state or local income or employment taxes.


(g)           No Other Compensation; Employee at Will.  Except as provided in Section 3 above, no
amount or benefit shall be payable to the Executive under this Agreement in
respect of termination of the Executive’s employment within two years following
a Change-in-Control.  This Agreement
shall not be construed as creating an express or implied contract of employment
and, except as otherwise agreed in writing between the Executive and MoSys, the
Executive is and shall remain an “employee at will” and shall not have any
right to be retained in the employ of MoSys.


(h)           Counterparts.  This Agreement may be executed in
counterparts.


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year first
above written.


	
  

  	
  MOSYS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Chet Silvestri

  
	
   

  	
   

  	
  Chet Silvestri

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  Raj Singh

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Raj Singh

  
	
   

  	
  (Signature)

  



 













EXHIBIT
A

RELEASE AGREEMENT


In consideration
of the benefits I will receive under Monolithic System Technology, Inc.’s
Change-in-Control Agreement, I hereby release, acquit and forever discharge
Monolithic System Technology, Inc. (the “Company”), its parents, subsidiaries,
predecessors, successors and affiliates, and each of their respective officers,
directors, agents, servants, employees, attorneys shareholders, and assigns
(the “Released Parties”), of and from any and all claims, liabilities, demands,
causes of action, costs, expenses, attorneys’ fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out of
or in any way related to agreements, events, acts or conduct at any time prior
to and including the date I sign this Release Agreement. This release of claims
includes, but is not limited to:


	any and all claims and demands directly or
     indirectly arising out of or in any way connected with my employment with
     the Company or the termination of that employment, including, but not
     limited to, claims, demands or agreements related to salary, bonuses,
     commissions, vacation pay, personal time off, fringe benefits, expense
     reimbursements, sabbatical benefits, severance benefits, stock, stock
     options, any other ownership or equity interest in the Company, or any
     other form of compensation or benefit; 
	claims pursuant to any federal, state or local
     law, statute, common law or cause of action including, but not limited to,
     Title VII of the federal Civil Rights Act of 1964, as amended, or any
     other statute, agreement or source of law, the federal Age Discrimination
     in Employment Act of 1967, as amended (“ADEA”), the federal Americans with
     Disabilities Act of 1990, the Family and Medical Leave Act, the Employee
     Retirement Income Security Act, the Equal Pay Act, the Worker Adjustment
     and Retraining Notification Act, the California Fair Employment and
     Housing Act, as amended, and the California Labor Code; 
	all tort law claims, including claims for fraud,
     misrepresentation, defamation, libel, emotional distress and breach of the
     implied covenant of good faith and fair dealing; and 
	all claims
     arising under contract law, or the law of wrongful discharge,
     discrimination or harassment. 



I represent that I have no lawsuits, claims or actions
pending in my name, or on behalf of any other person or entity, against any of
the Released Parties. I agree that in the event I bring a claim covered by this
release in which I seek damages against the Company or in the event I seek to
recover against the Company in any claims brought by a governmental agency on
my behalf, this Agreement shall serve as a complete defense to such claims.


ADEA Waiver and
Release:  I acknowledge
that I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA. I also acknowledge that the consideration given for the waiver and
release herein is in addition to anything of value to which I was already
entitled. I further acknowledge that I have been advised by this writing, as
required by the ADEA, that: (a) my waiver and release do not apply to any rights
or claims that may arise after 













the execution date of
this Agreement; (b) I have been advised hereby that I have the right to
consult with an attorney prior to executing this Agreement; (c) I have 21
days from the date I receive this Agreement to consider this Agreement
(although I voluntarily may choose to execute this Agreement earlier);
(d) I have seven days following the execution of this Agreement to revoke
the Agreement; and (e) this Agreement shall not be effective until the
later of (i) the date upon which the revocation period has expired, which
shall be the eighth day after I execute this Agreement, or (ii) the date I
return this Agreement, fully executed, to the Company.


I acknowledge that
for this Release Agreement to be effective, I must sign and return it to the
Company within 21 days after the date I receive it and I must not revoke it at
any time during the above-referenced seven-day revocation period.


I acknowledge that I have
read and understand Section 1542 of the California Civil Code which reads
as follows: “A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.” I hereby expressly waive and relinquish all rights and
benefits under that section and any law of any jurisdiction of similar effect
with respect to my release of any unknown or unsuspected claims I may have
against any of the Released Parties.


I understand that
this Release Agreement, together with the Change-in-Control Agreement,
constitutes the complete, final and exclusive embodiment of the entire
agreement between the Company and me with regard to the subject matter hereof.
I am not relying on any promise or representation by the Company that is not
expressly stated in this Release Agreement.


	
  

  	
  Raj Singh

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
  MOSYS, INC.

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Its: 

  	
  CEO

  	
   

  	
   

  
	
  Date: