**EMPLOYMENT AGREEMENT** Computer Access Technology Corporation, a corporation, (hereinafter known as “CATC”), having its principal place of business at 2403 Walsh Avenue, Santa Clara,California 95051-1302, is hiring Kevin Fitzgerald, whose social security number is                        -             (hereinafter referred to as“Employee”), located at                                                            , as a full time employee under the following conditions:  **1.    JOB DESCRIPTION** As an Officer ofthe Company and a key member of CATC’s top management team, Employee shall perform all business functions required by CATC, including but not limited to:   • Develop and update sales plans that will maximize revenue and profit generation according to corporate business plan   • Build and lead the team of sales professionals to successfully execute that plan   • Provide monthly a bottoms-up, detailed and accurate 12 months rolling sales forecast   • Establish and manage worldwide sales channels   • Manage major accounts and OEM relations including negotiations and closing revenue opportunities   • Establish maintenance agreements to maximize revenue potential   • Manage pre-sales and post-sales customer support   • Interact with other members of CATC’s executive team to provide feedback, insight and ideas that contribute to the growth and success of the company **2.    COMPENSATION** ***2.1.  Salary:*** Employee is paid a semi-monthly salary starting at $7,291.66 and is exempt from overtime pay.  ***2.2  Bonus:*** Employee will be eligible to be considered for a 6-monthachievement bonus of $30,000. The bonus (if any) will be awarded based on objective and or subjective criteria established by the Chief Executive Officer within the first 30 days of employment.  In addition, Employee will be eligible for a quarterly bonus based on successfully reaching revenue targets established in advance. Eligibility for the targetquarterly bonus is contingent upon Employees continuous employment through the entire quarter. No bonus will be paid for a partial employment period of the quarter. Eligibility for the target quarterly bonus will begin with revenue targets beginningJanuary 1, 2003.  If the revenue in a quarter is 100% of the target number established, Employee’s bonuswould be $15,000; if the revenue in a quarter is 110% of the target number established, Employee’s bonus would be $20,000; if the revenue in a quarter is above 110% of the target number established, **- CONFIDENTIAL -**2 
 Employee’s bonus would be $20,000 plus one percent (1%) of the revenues above 110% of the targetnumber established; or if the revenue in a quarter is 90% of the target established, Employee’s bonus would be $10,000. The calculation between 90% and 110% of the target number generates a bonus amount that is linear. If the revenue in aquarter is below 90% of the target established, Employee will not receive a quarterly bonus.  CATC mayperiodically pay Employee achievement bonuses based on the company financial performances and on Employee’s meeting certain objectives as defined by CATC’s management.  ***2.3.  Stock Option:*** When joining the company, Employee will have an option to purchase 150,000 of CATC’s common shares in accordance with CATC’s Stock Option plan, subject to CATC Board of Directors’ approval.  In addition, upon successfully reaching the goals and objectives for the first 6 months of employment, CATC will grant Employee anotheroption to purchase 30,000 of CATC’s common shares in accordance with CATC’s Stock Option plan, subject to CATC Board of Directors’ approval.  Additional shares may be granted periodically based on the company financial performances and on Employee’s meeting certain objectives as defined by CATC’s management.  ***2.4.  Performance Reviews:*** Employee will have annual performance reviews. Changes in the compensation package will be determined once a year and will be related to Employee’s job performance andto the company revenues and profits.  **3.    BENEFITS** ***3.1.  Health Care:*** Medical, Dental, Vision, Life and Disability insurance plans are fully paid by CATC for Employee and dependents.  ***3.2.  Pension Plan:*** CATC offers its employees a 401K retirement savingplan. The company provides matching contributions to the plan at the discretion of its Board of Directors.  ***3.3.  Time Off:*** CATC recognizes the need for employees to enjoy time awayfrom work to relax and pursue personal activities. Employee is entitled to the following time off:   • 16 days paid vacation for the first year of service (1.33 days per month accrual). One additional day per year of service up to maximum of 26 days per year.  • 6 days paid sick leave per year, pro-rated on the first year of service if employee starts after January 1st.   • Paid Holidays for all Holidays that CATC’s offices are closed.  Employee should schedule her time off with his supervisor, providing reasonable notice so that both company and personal needs can be met.  **- CONFIDENTIAL -**3 
 **4.    EXPENSES** CATC shall reimburse Employee for actual travel expenses incurred while in a travel status authorized in writing by CATC for reasonable amounts. Said reimbursement to coverall proper expenses including motel bills, meals, and:  (1)  Either the cost oftransportation by common carriers; or  (2)  A per-mile amount (following Governmentregulations) when Employee’s automobile is used; and  (3)  Other incidentalexpenses  **5.    INVENTIONS, PATENT RIGHTS AND COPYRIGHTS** (a)  Employee agrees that Employee will communicate to CATC’s management all inventions made or conceived by Employee in connection with the performanceof the work contemplated by this Agreement and that Employee will, without further consideration, assign all right, title and interest in such inventions to CATC and will assist CATC and its nominees in every proper way (entirely at CATC expense) toobtain for its own benefit patents for such inventions in any and all countries, the invention to be and remain the property of CATC and its nominees, whether patented or not.  (b)  Inventions referred to in the above paragraph means any invention, improvement, or discovery (whether or not patentable) conceived or actually reduced topractice either in the performance of the experimental, developmental, or research work contemplated by this Agreement.  (c)  Employee agrees that all writings produced by Employee under this contract shall be the sole property of CATC and CATC shall have the exclusive right to copyright such writings in any country or countries. **6.    CATC’s TRADE SECRETS** Employee agrees that Employee will not, either during or subsequent to the term of this Agreement, directly or indirectly, divulge to unauthorized persons any secret orconfidential know-how or other information acquired through Employee’s association with CATC, including work in connection with any contract for any department of the United States Government or other customer, and not known to the industry orrecognized as standard practice, whether acquired or developed by Employee during the term of this Agreement or obtained from other employees; and that Employee will not, either during or subsequent to the term of this Agreement, directly orindirectly, publish or disclose to any third party any such information without written authorization from CATC to do so, nor will Employee use such information apart from CATC’s business without the approval of CATC.  **7.    TRADE SECRETS OF OTHERS** Employee represents that Employee’s performance of all of the terms of this Agreement and as an Employee to CATC does not and will not breach any agreement to keep in confidence proprietaryinformation, knowledge or data acquired by Employee in confidence or in trust prior to Employee’s execution of this Agreement with CATC, and Employee will not disclose to CATC, or induce CATC to use, any confidential or proprietary informationor material belonging  **- CONFIDENTIAL -**4 
to any previous employer or others. Employee agrees not to enter into any agreement either written or oral in conflict herewith.  **8.    EMPLOYMENT TERMS** ***8.1.  At-will Employment*** If you acceptthis offer, your employment with CATC shall be “at-will.” That means that your employment is not for any specified period of time and can be terminated by yourself or CATC for any or no particular reason or cause, and at anytime, with orwithout advance notice. Furthermore, you can be promoted, demoted, have your title, duties, compensation or other terms or conditions of your employment changed with or without cause or notice at the will of CATC. The “at-will” nature ofyour employment, as set forth above, cannot be changed except in an express writing signed by the CEO of CATC.  ***8.2.  Severance Benefits*** (a)*  Termination*.    If Employee’s employment terminates (i) at any time after a waiting period of twelve (12) months from Start Date, or (ii) if Employee’s employment terminates at anytime within twelve (12) months following a Change of Control, then Employee shall be entitled to receive the following severance benefits:  (i)*  Termination**other than for Cause; Good Reason*.    If Employee’s employment is terminated by the Company other than for Cause or if Employeeterminates Employee’s employment due to a Good Reason, then Employee shall be entitled to receive severance pay from the Company in an amount equal to Employee’s base salary for the six calendar month period immediately preceding theTermination Date. Any severance payment to which Employee is entitled pursuant to this Section shall be paid by the Company to Employee in cash and in full not later than thirty (30) calendar days following the Termination Date.  (A)*  Procedures*.    In the event Employee believes that the Company hastaken an action that constitutes Good Reason as defined in Section 9. (d), Employee shall give written notice to the Company in writing setting forth the basis for such belief. The Company shall have 30 days in which to take action, restoringEmployee to the position Employee was in prior to the Company taking the action that constituted Good Reason. If the Company takes such action, Employee shall not thereafter have the right to terminate employment for Good Reason on account of theactions previously taken by Employee. If Employee fails to notify the Company within 30 days of the events that constitute Good Reason, Employee shall not thereafter have the right to terminate Employee’s employment for Good Reason based onthose events.  (ii)*  Voluntary Resignation; Termination forCause*.    If Employee’s employment terminates by reason of Employee’s voluntary resignation (and not for Good Reason), or if Employee is terminated for Cause, then Employee shall not be entitled to receive severanceor other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other agreements with the Company.  (iii)*  Disability; Death*.    If the Company terminates Employee’s employment asa result of Employee’s Disability, or such Employee’s employment is terminated due to the death of Employee, then Employee shall not be entitled to receive severance or other benefits except for  **- CONFIDENTIAL -**5 
those (if any) as may then be established under the Company’s then existing severance and benefits plans andpractices or pursuant to other agreements with the Company.  (b)*  OtherTermination*.    In the event Employee’s employment is terminated for any reason, (i) prior to the termination of the twelve (12) months waiting period from Start Date or (ii) prior to the occurrence of a Change ofControl or (iii) after the twelve (12) months period following a Change of Control, then Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s existing severance and benefitsplans and practices or pursuant to other agreements with the Company.  **9.    DEFINITION OF TERMS** The following terms referred to in this Agreement shall have the following meanings:  (a)*  Cause*.    For purposes of this Agreement, the term “Cause” is defined as any one ormore of the following occurrences:  (i)  Employee’s continued failure to performEmployee’s duties and responsibilities commensurate with the scope and stature of Employee’s position in good faith and to the best of Employee’s ability for a period of 30 days after written notice thereof from the Company toEmployee; or  (ii)  Employee’s conviction by, or entry of a plea of guilty or nolocontendere in, a court of competent and final jurisdiction for any crime which constitutes a felony in the jurisdiction involved; or  (iii)  Employee’s commission of an act of fraud or misappropriation of funds, whether prior or subsequent to the date hereof, upon the Company; or  (iv)  Employee’s breach of a material provision of this Agreement or Employee’s ConfidentialInformation and Invention Assignment Agreement with the Company; or  (v)  Grossnegligence by Employee in the scope of Employee’s services to the Company; or  (vi)  Employee’s commencement of employment (as an employee or a consultant) with another employer while Employee is an employee of the Company, without the prior written consent of the Company; or  (vii)  Material nonconformance with the Company’s standard business practices and policiesgenerally, including but not limited to policies against racial or sexual discrimination or harassment, delivered in writing to Employee.  (b)*  Change of Control*.    “Change of Control” means the occurrence of any of the following events:  (i)  Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than DanWilnai, Peretz Tzarnotzky or Philips Semiconductors (or any affiliate of any such person) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representingfifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or**** **- CONFIDENTIAL -**6 
 (ii)  The shareholders of the Company approve a mergeror consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, such surviving entity or the entity that controls suchsurviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantiallyall the Company’s assets.  (c)*  Disability*.    “Disability”shall mean that Employee has been unable to perform Employee’s Company duties as the result of Employee’s incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement, is determined to be totaland permanent by a physician selected by the Company or its insurers and acceptable to Employee or Employee’s legal representative (such Agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability mayonly be effected after at least 30 days’ written notice by the Company of its intention to terminate Employee’s employment. In the event that Employee resumes the performance of substantially all of Employee’s duties hereunder beforethe termination of Employee’s employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.  (d)*  Good Reason*.    “Good Reason” shall mean (i) without Employee’s express written consent, the significant reduction of Employee’s duties,authority or responsibilities, relative to Employee’s duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, authority or responsibilities; (ii) a reductionby the Company in the base salary of Employee as in effect immediately prior to such reduction, unless such reduction is caused by Company’s general business conditions; or (iii) the relocation of Employee to a facility or a location more thanninety (90) miles from Employee’s then present location, without Employee’s express written consent.  (e)*  Termination Date*.    “Termination Date” shall mean (i) if Employee’s employment is terminated by the Company for Disability, thirty (30) days after notice of termination isgiven to Employee (provided that Employee shall not have returned to the performance of Employee’s duties on a full-time basis during such thirty (30)-day period), (ii) if Employee’s employment is terminated by the Company for any otherreason, the date on which a notice of termination is given; *provided, however*, that if within thirty (30) days after the Company gives Employee notice of termination, Employee notifies the Company that a dispute exists concerning thetermination or the benefits due pursuant to this Agreement, then the Termination Date shall be the date on which such dispute is finally determined, either by mutual written agreement of the parties, or a by final judgment, order or decree of acourt of competent jurisdiction (the time for appeal there from having expired and no appeal having been perfected), or (iii) subject to Section 8.2 (a)(i)(A), if Employee’s employment is terminated by Employee for Good Reason, the date onwhich Employee delivers the notice of termination required by such Section to the Company.  **10.    MISCELLANEOUSPROVISIONS** *(a)  Waiver*.    No provision of this Agreement shall bemodified, waived or discharged  **- CONFIDENTIAL -**7 
unless the modification, waiver or discharge is agreed to in writing and signed by Employee and by an authorized officer of the Company (otherthan Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provisionat another time.  *(b)  Whole Agreement*.    No agreements, representations orunderstandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.  *(c)  Choice of Law*.    The validity, interpretation, construction and performance of this Agreementshall be governed by the laws of the State of California as applied to agreements entered into and performed within California solely by residents of that state.  (d)*  Withholding*.    All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.  **11.    EFFECTIVE DATE** This Agreement is effective as of **April 16, 2002**.  **12.    ENTIRE AGREEMENT** This Agreement embodies the entire agreement and understanding which exists among and between the partiesrelating to the subject matter. There are no agreements, representations, warranties or statements with respect to the subject matter hereof except as expressly set forth herein.  **COMPUTER ACCESS TECHNOLOGY CORP.** **Employee** Signature                                                           Signature:                                                          Jean-Louis Gassée, President and CEO Name:  Kevin FitzgeraldDate:  April 16, 2002 Date **- CONFIDENTIAL -**8