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                                                                   EXHIBIT 10.59

                              ROSS TECHNOLOGY, INC.
                        5316 HIGHWAY 290 WEST, SUITE 500
                               AUSTIN, TEXAS 78735



April 28, 1998

To:  Eligible Employees of ROSS Technology, Inc., as described below

From:  Jack W. Simpson, Sr.

Subject:  ROSS Technology, Inc. Employee Retention and Severance Plan

         ROSS Technology, Inc. has adopted the ROSS Technology, Inc. Employee
Retention and Severance Plan (the "Plan"). The provisions of the Plan, as they
apply to you if you are an Eligible Employee (as defined below), are as follows:

                                    ARTICLE I
                                   DEFINITIONS

I.1      DEFINITIONS

         Whenever used in this Plan, the following capitalized terms shall have
         the meanings set forth in this Section 1.1, certain other capitalized
         terms being defined elsewhere in this Plan:

         (a)      "Board" means the Board of Directors of the Company.

         (b)      "Change of Control" shall mean the occurrence of any of the
                  following:

                  (i) Any "Person" or "Group" (as such terms are defined in
         Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act") and the rules and regulations promulgated thereunder), other than
         Fujitsu Limited, is or becomes the "Beneficial Owner" (within the
         meaning of Rule 13d-3 under the Exchange Act), directly or indirectly,
         of securities of the Company, or of any entity resulting from a merger
         or consolidation involving the Company, representing substantially all
         of the combined voting power of the then outstanding securities of the
         Company or such entity.

                  (ii) The consummation of a sale, assignment, lease, conveyance
         or other disposition of all or substantially all of the assets of the
         Company, or, to the extent set forth in an Individual Letter, of all or
         substantially all of the assets of the Viper design unit of the
         Company, in one transaction or a series of related transactions, to any
         Person other than the Company or a liquidating trust or similar entity,
         or the consummation of a merger or consolidation having substantially
         the same effect as such a sale, assignment, lease, conveyance or other
         disposition.

         (c)      "Company" means ROSS Technology, Inc., a Delaware corporation,
                  and any successor or assignee as provided in Article V.




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         (d)      "Compensation" means and includes all of your base salary
                  attributable to your employment with the Company and/or any of
                  its Subsidiaries (including, but not limited to, any amounts
                  excludable from your gross income for federal income tax
                  purposes pursuant to Section 125 or Section 401(k) of the
                  Internal Revenue Code of 1986, as amended), in effect
                  immediately before the Change of Control, or, if there has
                  been no Change of Control, on the Effective Time.
                  "Compensation" shall not include your bonuses, commissions or
                  other cash or non-cash compensations or reimbursements, if any
                  (e.g., the grant or vesting of restricted stock, the grant,
                  vesting, or exercise of stock options, automobile allowance
                  and gasoline reimbursement).

         (e)      "Continuous Service" means your continuous employment with the
                  Company or any of its Subsidiaries. Periods during which you
                  are on paid or approved leave of absence or suffer from a
                  Disability shall be deemed to be periods of Continuous
                  Service.

         (f)      "Disability" means a physical or mental infirmity which
                  substantially impairs your ability to perform your material
                  duties for a period of at least one hundred eighty (180)
                  consecutive calendar days, and, as a result of such
                  Disability, you have not returned to your full-time regular
                  employment prior to termination.

         (g)      "Effective Time" means April 28, 1998.

         (h)      "Eligible Employee" means any employee of the Company or its
                  Subsidiaries designated as such by the Chief Executive Officer
                  or Human Resources Committee of the Company, and to whom the
                  Company sends an Individual Letter which has been accepted by
                  such employee.

         (i)      "ERISA" means the Employee Retirement Income Security Act of
                  1974, as amended.

         (j)      "Good Reason" means the occurrence, on or after the Effective
                  Time, of any of the following:

                             (i)    The Company or any of its Subsidiaries
                                    reduces your Compensation as in effect on
                                    the Effective Time.

                            (ii)    Without your express written consent, the
                                    Company or any of its Subsidiaries requires
                                    you to change the location of your job or
                                    office, so that you will be based at a
                                    location more than fifty (50) miles from the
                                    location of your job or office on the
                                    Effective Time.

                           (iii)    A successor to the Company fails or refuses
                                    to assume the obligations of the Company
                                    under this Agreement.

                            (iv)    The Company or any successor breaches any of
                                    the material provisions of this Agreement
                                    and fails to cure that breach within ten
                                    days of written notice thereof.

         (k)      "Individual Letter" means a letter from the Company to an
                  Eligible Employee setting forth the amount of the Retention
                  Bonus (if any) and Severance Payment which may be payable to
                  such Eligible Employee under this Plan, and the terms and
                  conditions on which such Retention Bonus (if any) and
                  Severance Payment will be paid, subject to the terms and
                  conditions of this Plan.

         (l)      "Just Cause" means the termination of your employment as a
                  result of (i) fraud, misappropriation of or intentional and
                  material damage to the property or business of the Company
                  (including its Subsidiaries), (ii) conviction of a felony
                  involving moral turpitude, or (iii) material neglect, failure
                  or refusal to follow the reasonable directions of your
                  supervisors, to perform the duties reasonably assigned to you,
                  or to follow material Company policies, if you do not begin to
                  cure such neglect, failure or refusal within ten (10) days
                  after receiving written notice from the Company to do so.




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         (m)      "Person" shall have the meaning set forth in the definition of
                  "Change of Control."

         (n)      "Release Agreement" means the Separation and General Release
                  Agreement in the form attached hereto as Exhibit "A".

         (o)      "Retention Bonus" means a bonus payable under Article II.

         (p)      "Severance Payment" means the payment of severance
                  compensation as provided in Article III.

         (q)      "Subsidiary" means any corporation or other Person, a majority
                  of the voting power, equity securities or equity interest of
                  which is owned directly or indirectly by the Company.

         (r)      "WARN" means the Worker Adjustment and Retraining Notification
                  Act, 29 U.S.C.ss.2101 et seq.
                  -- ---

                                   ARTICLE II
                                RETENTION BONUSES

         The amount of any Retention Bonus you may be entitled to receive, and
the terms and conditions on which you may receive it, shall be set forth in your
Individual Letter. Such terms and conditions may include, among other things, a
requirement that you must be in Continuous Service from the Effective Time
through and including certain dates set forth in your Individual Letter to be
eligible to receive a Retention Bonus.


                                   ARTICLE III
                               SEVERANCE PAYMENTS

3.1      RIGHT TO SEVERANCE PAYMENT; RELEASE

         Conditioned on the execution and delivery by you (or your beneficiary
or personal representative, if applicable) of the Release Agreement, you shall
be entitled to receive a Severance Payment from the Company in the amount, and
on the terms and conditions, set forth in your Individual Letter. Such terms and
conditions may include, among other things, requirements that a Change of
Control must occur, and/or that your employment must be involuntarily terminated
by the Company or any of its Subsidiaries for any reason other than Just Cause
or your death or Disability, or by you voluntarily for Good Reason, for you to
be eligible to receive a Severance Payment. Notwithstanding the foregoing, and
except as set forth in your Individual Letter, you will not be entitled to
receive a Severance Payment to the extent you receive payments which the Company
or its Subsidiaries are required to make to you under WARN.

3.2      AMOUNT OF SEVERANCE PAYMENT

         If you become entitled to a Severance Payment under this Plan, the
amount of your Severance Payment shall be as set forth in your Individual
Letter, and may be based upon your Compensation. Such Severance Payment may also
take into account, or make reference to, any payments which the Company or its
Subsidiaries are required to make to you under WARN.

3.3      NO MITIGATION

         The Company acknowledges and agrees that you shall be entitled to
receive your entire Severance Payment regardless of any income which you may
receive from other sources following your termination on or after the Effective
Time.




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3.4      PAYMENT OF SEVERANCE PAYMENT

         The Severance Payment to which you are entitled shall be paid to you,
in cash and in full, not later than eight (8) calendar days after execution and
delivery by you (or your beneficiary or personal representative, if applicable)
of the Release Agreement, but in no event before the date on which such Release
becomes effective. If you should die before all amounts payable to you have been
paid, such unpaid amounts shall be paid to your beneficiary under this Agreement
or, if you have not designated such a beneficiary in writing to the Company, to
the personal representative(s) of your estate.

3.5      WITHHOLDING OF TAXES

         The Company may withhold from any amounts payable under this Plan all
federal, state, city or other taxes required by applicable law to be withheld by
the Company.


                                   ARTICLE IV
                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

4.1      OTHER BENEFITS

         This Plan does not provide a pension for you, nor shall any payment
hereunder be characterized as deferred compensation. Except as set forth in
Section 4.2, neither the provisions of this Plan nor the Severance Payment
provided for hereunder shall reduce any amounts otherwise payable, or in any way
diminish your rights as an employee, whether existing now or hereafter, under
any written benefit, incentive, retirement, stock option, stock bonus or stock
purchase plan or any written employment agreement or other written plan or
arrangement not related to severance.

4.2      OTHER SEVERANCE PLANS SUPERSEDED

         Upon your receipt and acceptance of your Individual Letter, and to the
extent required thereby, this Plan will supersede any and all other severance
plans of the Company or its Subsidiaries and severance agreements between you
and the Company and its Subsidiaries, and your participation in any other
severance plan of the Company and its Subsidiaries will be terminated.

4.3      EMPLOYMENT STATUS

         This Plan does not constitute a contract of employment or, except as
set forth in your Individual Letter, impose on you any obligation to remain in
the employ of the Company, nor does it impose on the Company or any of its
Subsidiaries any obligation to retain you in your present or any other position,
nor does it change the status of your employment as an employee at will. Nothing
in this Plan shall in any way affect the right of the Company or any of its
Subsidiaries in its absolute discretion to change or reduce your compensation at
any time, or to change at any time one or more benefit plans, including but not
limited to pension plans, dental plans, health care plans, savings plans, bonus
plans, vacation pay plans, disability plans, and the like.



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                                    ARTICLE V
                              SUCCESSOR TO COMPANY

         The Company shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Company, expressly and
unconditionally to assume and agree to perform the Company's obligations under
this Plan, in the same manner and to the same extent that the Company would be
required to perform if no such succession or assignment had taken place. In such
event, the term "Company," as used in this Plan, shall mean (from and after, but
not before, the occurrence of such event) the Company as herein before defined
and any successor or assignee to the business or assets which by reason hereof
becomes bound by the terms and provisions of this Plan. The failure by any such
successor or assignee to assume such obligations shall not affect any
obligations of the Company existing under this Plan at the time of the
succession or assignment.

                                   ARTICLE VI
                                 CONFIDENTIALITY

6.1      NONDISCLOSURE OF CONFIDENTIAL MATERIAL

         In the performance of your duties, you have previously had, and may in
the future have, access to confidential records and information, including, but
not limited to, development, marketing, purchasing, organizational, strategic,
financial, managerial, administrative, manufacturing, production, distribution
and sales information, data, specifications and processes presently owned or at
any time hereafter developed by the Company or its agents or consultants or used
presently or at any time hereafter in the course of its business, that are not
otherwise part of the public domain (collectively, the "Confidential Material").
All such Confidential Material is considered secret and has been and/or will be
disclosed to you in confidence. By your acceptance of your Severance Payment
under this Plan, you shall be deemed to have acknowledged that the Confidential
Material constitutes proprietary information of the Company which draws
independent economic value, actual or potential, from not being generally known
to the public or to other persons who could obtain economic value from its
disclosure or use, and that the Company has taken efforts reasonable under the
circumstances, of which this Section 6.1 is an example, to maintain its secrecy.
Except in the performance of your duties to the Company, you shall not, directly
or indirectly for any reason whatsoever, disclose or use any such Confidential
Material, except that the foregoing disclosure prohibition shall not apply as to
Confidential Material that (i) has been publicly disclosed or was within your
possession prior to its being furnished to you by the Company or becomes
available to you on a nonconfidential basis from a third party (in any of such
cases, not due to a breach by you of your obligations to the Company or by
breach of any other person of a confidential, fiduciary or confidential
obligation, the breach of which you know or reasonably should know), (ii) is
required to be disclosed by you pursuant to applicable law, and you provide
notice to the Company of such requirement as promptly as possible, or (iii) was
independently acquired or developed by you without violating any of the
obligations under this Plan and without relying on Confidential Material of the
Company. All records, files, drawings, documents, equipment and other tangible
items, wherever located, relating in any way to the Confidential Material or
otherwise to the Company's business, which you have prepared, used or
encountered or shall in the future prepare, use or encounter, shall be and
remain the Company's sole and exclusive property and shall be included in the
Confidential Material. Upon your termination of employment with the Company, or
whenever requested by the Company, you shall promptly deliver to the Company any
and all of the Confidential Material and copies thereof, not previously
delivered to the Company, that may be, or at any previous time has been, in your
possession or under your control.



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6.2      EQUITABLE RELIEF

         By your acceptance of your Severance Payment under this Plan, you shall
be deemed to have acknowledged that violation of Section 6.1 would cause the
Company irreparable damage for which the Company cannot be reasonably
compensated in damages in an action at law, and that therefore in the event of
any breach by you of Section 6.1, the Company shall be entitled to make
application to a court of competent jurisdiction for equitable relief by way of
injunction or otherwise (without being required to post a bond). This provision
shall not, however, be construed as a waiver of any of the rights which the
Company may have for damages under this Plan or otherwise, and, except as
limited in Article VII, all of the Company's rights and remedies shall be
unrestricted.

                                   ARTICLE VII
                                   ARBITRATION

         Except for equitable relief as provided in Section 6.2, arbitration in
accordance with the then most applicable rules of the American Arbitration
Association shall be the exclusive remedy for resolving any dispute or
controversy between you and the Company or any of its Subsidiaries, including,
but not limited to, any dispute regarding your employment or the termination of
your employment or any dispute regarding the application, interpretation or
validity of this Plan not otherwise resolved through the claims procedure set
forth in Section 8.9. The arbitrator shall be empowered to grant only such
relief as would be available in a court of law. In the event of any conflict
between this Plan and the rules of the American Arbitration Association, the
provisions of this Plan shall be determinative. If the parties are unable to
agree upon an arbitrator, they shall select a single arbitrator from a list of
seven arbitrators designated by the office of the American Arbitration
Association having responsibility for the city in which you primarily performed
services for the Company or its Subsidiaries immediately before your termination
of employment , all of whom shall be retired judges who are actively involved in
hearing private cases or members of the National Academy of Arbitrators, and
who, in either event, are residents of the area in which you primarily performed
services for the Company or its Subsidiaries immediately before your termination
of employment. If the parties are unable to agree upon an arbitrator from such
list, they shall each strike names alternatively from the list, with the first
to strike being determined by lot. After each party has used three strikes, the
remaining name on the list shall be the arbitrator. The Company shall bear and
pay, as incurred, the fees and expenses of the arbitrator and all other expenses
of the arbitration, including your attorneys fees and other expenses incurred by
you; provided, however, that if the arbitrator specifically finds that you have
not acted in good faith, you shall bear and pay all attorneys fees and other
expenses incurred by you, and one half (1/2) of the fees and expenses of the
arbitrator, and you shall promptly reimburse the Company for any such fees and
expenses theretofore paid by the Company which shall be borne by you under this
sentence. Unless mutually agreed otherwise by the parties, any arbitration shall
be conducted at a location within fifty (50) miles from the location in which
you primarily performed services for the Company or any of its Subsidiaries
immediately before your termination of employment. If the parties cannot agree
upon a location for the arbitration, the arbitrator shall determine the location
within such fifty (50) mile radius. Judgment may be entered on the award of the
arbitrator in any court having jurisdiction.

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1      APPLICABLE LAW

         To the extent not preempted by the laws of the United States, the laws
of the State of Texas shall be the controlling law in all matters relating to
this Plan, regardless of the choice-of-law rules of the State of Texas or any
other jurisdiction.




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8.2      CONSTRUCTION

         No term or provision of this Plan shall be construed so as to require
the commission of any act contrary to law, and wherever there is any conflict
between any provision of this Plan and any present or future statute, law,
ordinance, or regulation, the latter shall prevail, but in such event the
affected provision of this Plan shall be curtailed and limited only to the
extent necessary to bring such provision within the requirements of the law.

8.3      SEVERABILITY

         If a provision of this Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of this Plan and
this Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

8.4      HEADINGS

         The Section headings in this Plan are inserted only as a matter of
convenience, and in no way define, limit, or extend or interpret the scope of
this Plan or of any particular Section.


8.5      ASSIGNABILITY

         Your rights or interests under this Plan shall not be assignable or
transferrable (whether by pledge, grant of a security interest, or otherwise) by
you, your beneficiaries or legal representatives, except by will or by the laws
of descent and distribution.

8.6      TERM AND AMENDMENT

         This Plan may be terminated or amended in any respect by resolution
adopted by the Board of Directors or an appropriate committee thereof, provided
no such termination or amendment shall adversely affect any Individual Letter
issued and accepted prior to the date of such termination or amendment. No
agreement or representations, written or oral, express or implied, with respect
to the subject matter hereof, have been made by the Company which are not
expressly set forth in this Plan or in your Individual Letter.

8.7      NOTICES

         For purposes of this Plan, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when personally delivered, telecopied, or sent by certified or overnight
mail, return receipt requested, postage prepaid, addressed to the respective
addresses, or sent to the respective telecopier numbers, last given by each
party to the other, provided that all notices to the Company shall be directed
to the attention of the Chief Executive Officer with a copy to the Chief
Financial Officer. All notices and communications shall be deemed to have been
received on the date of delivery thereof if personally delivered, upon return
confirmation if telecopied, on the third business day after the mailing thereof,
or on the date after sending by overnight mail, except that notice of change of
address shall be effective only upon actual receipt. No objection to the method
of delivery may be made if the written notice or other communication is actually
received.

8.8      ADMINISTRATION

         This Plan constitutes a welfare benefit plan within the meaning of
Section 3(1) of ERISA. This letter constitutes the governing document of the
Plan. The Administrator of the Plan, within the meaning of Section 3(16) of
ERISA, and the Named Fiduciary thereof, within the meaning of Section 402 of
ERISA, is the Company. Attached hereto as Exhibit "B" is a statement of your
rights under ERISA.





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8.9      CLAIMS

         If you believe you are entitled to a benefit under this Plan, you may
make a claim for such benefit by filing with the Company a written statement
setting forth the amount and type of payment so claimed. The statement shall
also set forth the facts supporting the claim. The claim may be filed by mailing
or delivering it to the Secretary of the Company.

         Within sixty (60) calendar days after receipt of such a claim, the
Company shall notify you in writing of its action on such claim and if such
claim is not allowed in full, shall state the following in a manner calculated
to be understood by you:

                  (a) The specific reason or reasons for the denial;

                  (b) Specific reference to pertinent provisions of this Plan on
         which the denial is based;

                  (c) A description of any additional material or information
         necessary for you to be entitled to the benefits that have been denied
         and an explanation of why such material or information is necessary;
         and

                  (d) An explanation of this Plan's claim review procedure.

         If you disagree with the action taken by the Company, you or your duly
authorized representative may apply to the Company for a review of such action.
Such application shall be made within one hundred twenty (120) calendar days
after receipt by you of the notice of the Company's action on your claim. The
application for review shall be filed in the same manner as the claim for
benefits. In connection with such review, you may inspect any documents or
records pertinent to the matter and may submit issues and comments in writing to
the Company. A decision by the Company shall be communicated to you within sixty
(60) calendar days after receipt of the application. The decision on review
shall be in writing and shall include specific reasons for the decision, written
in a manner calculated to be understood by you, and specific references to the
pertinent provisions of this Plan on which the decision is based.

                                                Sincerely,

                                                ROSS TECHNOLOGY, INC.



                                                By:
                                                   ----------------------------
                                                   Jack W. Simpson, Sr.
                                                   President and CEO







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