Exhibit 10.14


 


MONOLITHIC
SYSTEM TECHNOLOGY, INC.


CHANGE-IN-CONTROL
AGREEMENT


 


THIS
CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), made
and entered into as of July 21, 2005, by and between Monolithic System
Technology, Inc., a Delaware corporation (“MoSys”), and Chester Silvestri
(the “Officer”).


 


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 Officer hereby agree as follows:


 


1.                                      DEFINITIONS


 


(a)                                  “Base Salary” shall mean the annual salary of the
Officer 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 Officer, 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 Officer, 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 Officer’s prior
written consent or acquiescence:


 


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


 


(ii)  reduction in
the Officer’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 Officer’s employment, for any reason other than death, disability,
voluntary termination or Misconduct (as defined below);


 


(iv)  relocation of
the Officer’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 Officer any material amounts otherwise vested and due the Officer
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 Officer, any unauthorized use or disclosure by the Officer of confidential
information or trade secrets of MoSys or other breach by the Officer of a
material agreement between the Company and the Officer, or any other
intentional misconduct by the Officer 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 Officer 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 Officer (the “Effective
Date”) and shall remain in effect until the earliest to occur of:  (a) termination of the Officer’s
employment with MoSys following a Change-in-Control (i) by reason of death
or disability, (ii) by the Officer 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 Officer’s
employment by the Officer for Good Reason within two years following a
Change-in-Control, the Officer 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 Officer 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 Officer 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 Officer through the date of
termination but not yet paid to the Officer. 


 


(b)                                  Stock Option
Acceleration:  Immediate and unconditional vesting of 50
percent of the then unvested stock options and stock awards previously granted
to the Officer 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 Officer 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 Officer’s employment
with MoSys terminates, the Officer will not be obligated to seek other
employment or to attempt to reduce any amount payable to the Officer under this
Agreement. Further, no amount of any payment under this Agreement shall be
reduced by any compensation earned by the Officer 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 Monolithic System Technology, Inc.:

  	
   

  	
  To the Officer:

  
	
   

  	
   

  	
   

  
	
  755 N Matilda Drive

  	
   

  	
  Chester Silvestri

  
	
  Suite 100

  	
   

  	
  [ADDRESS]

  
	
  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)                                  Officer’s Successors. 
Without the written consent of MoSys, the Officer 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 Officer under
this Agreement shall inure to the benefit of, and be enforceable by, the
Officer’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 Officer 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
Officer’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 Officer under this Agreement in
respect of termination of the Officer’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 Officer and MoSys, the
Officer 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.


 


	
   

  	
  MONOLITHIC SYSTEM TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHESTER
  SILVESTRI

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (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.


 


	
   

  	
  CHESTER SILVESTRI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED:

  	
   

  
	
   

  	
   

  
	
  MONOLITHIC
  SYSTEM TECHNOLOGY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: