Exhibit 10.30


 


MoSys, Inc.


755 N. Mathilda Ave.


Suite 100


Sunnyvale, California  94085


 


July 31,
2008


 


David
DeMaria


 


Dear
David:


 


I am pleased to offer you a
position with MoSys, Inc. (“MoSys” or the “Company”) as Vice President of
Business Operations (“VP of Ops”), subject to ratification by the Company’s
board of directors.  This offer letter
(the “Agreement”) sets forth the terms and conditions of the Company’s offer of
employment.  This is intended to be a
binding agreement, and if the terms contained in this Agreement are acceptable
to you, please acknowledge your acceptance by signing in the signature block,
below.  The Company’s offer of employment
is conditioned upon: (1) your presenting evidence of your authorization to
work in the United States and your identity sufficient to allow the Company to
complete the I-9 form required by law within three business days of the
commencement of your employment with the Company; (2) your consent to, and
satisfactory completion of, a background check; 
(3) your completion of the Company’s standard Directors and
Officers Questionnaire and the Company’s satisfactory review of your responses
and (4) your execution of the Company’s standard form of Employment
Confidential Information and Invention Assignment Agreement.


 


As VP of Ops, you will report directly to the
Company’s CEO and President.  Your
starting salary will be approximately $8,833 semi-monthly ($212,000 on an
annualized basis) for this exempt position. 
You will also be eligible for a bonus plan (a “Bonus Plan”), such Bonus
Plan to be mutually agreed upon by you and the Company’s CEO and President and
subject to approval of the Compensation Committee of the Board of
Directors.  For fiscal year 2008, your
targeted compensation under the Bonus Plan will be $25,000, payable in January 2009,
subject to your achievement of the objectives of the Bonus Plan, such
objectives to be mutually agreed upon by you and the Company’s CEO and
President.  Your base salary and bonus
payments will be paid in accordance with the Company’s normal payroll
procedures and will be subject to applicable withholding required by law.


 


In addition, you will be granted an option to
purchase 275,000 shares of the Company’s common stock, subject to approval by
the Compensation Committee of the board of directors and your execution of the
Company’s standard form of stock option agreement.  The options will vest 25% at the end of one
year of employment and the 


 

















 


remaining shares in
thirty-six equal monthly installments thereafter, subject in all events to your
continuous employment by the Company. 
The per share exercise price of the option shall be the fair market
value of the Company’s common stock on the date of grant.  These options will be granted as new
employment inducement grants under the NASDAQ Marketplace Rules and not
pursuant to the Company’s existing option plan.


 


Upon
the commencement of your employment, the Company will enter into a
Change-in-Control agreement with you, a copy of which is attached for your
reference, which in certain circumstances will provide for acceleration of
vesting of stock options granted to you by the Company.


 


You
also will be eligible to participate in the Company’s  employee
benefit plans, including our standard major medical, dental, life, short and long
term disability, vision insurance benefits, our flexible benefit plan, paid
holidays, personal time off (PTO) and 401(k) plan.  You will be reimbursed on a regular basis for
reasonable, necessary and properly documented business and travel expenses incurred
for the purpose of conducting the Company’s business.


 


You should be aware that your employment with
the Company is for no specified period and constitutes at-will employment.  As a result, you are free to resign at any
time, for any reason or for no reason. 
Similarly, the Company is free to conclude its employment relationship
with you at any time, with or without cause.


 


In the event of any dispute or claim relating
to or arising out of our employment relationship, you and the Company agree
that all such disputes shall be fully and finally resolved by binding
arbitration as provided in the Mutual Agreement to Arbitrate, a copy of which
is attached for your reference.  You
agree to execute and deliver the Mutual Agreement to Arbitrate in connection with
your acceptance of this offer letter.


 


This 
Agreement, along with the applicable stock option agreement and Mutual
Agreement to Arbitrate between you and the Company, together with the Company’s
standard employment policies and procedures in effect from time to time
constitute the entire terms of your employment with the Company and supersede
all prior representations or agreements, whether written or oral.  This Agreement is to be governed by
California law.  To the extent that any
of the terms of this Agreement or any of the foregoing agreements conflict with
the Company’s standard employment policies and procedures in effect from time
to time, the former shall govern.  This
Agreement may not be modified or amended except by a written agreement signed
by the Chief Executive Officer of the Company and you.


 


To indicate your acceptance of the Company’s
offer, please sign and date this Agreement in the space provided below and
return it to me.  This offer will expire
on Friday, August 1, 2008 at 5:00 p.m.  Your start date will be August 18, 2008
or sooner dependent on your completion of responsibilities at your current
employer.


 


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Sincerely,


 


 


	
   

  	
  /s/
  James Sullivan

  
	
   

  	
  James
  Sullivan

  
	
   

  	
  CFO

  



 


	
  ACCEPTED
  AND AGREED TO

  	
   

  
	
  This
  31st day of July 2008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    /s/
  David DeMaria

  	
   

  	
   

  
	
  David
  DeMaria

  	
   

  
			



 


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