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Exhibit 10.12 

LOGICVISION, INC. 

CHANGE OF CONTROL SEVERANCE AGREEMENT


     This Change
of Control Severance Agreement (this “Agreement”), is made and entered into
effective as of November 11, 2008 (the “Effective Date”), by and between Mei
Song (the “Executive”) and LogicVision, Inc., a Delaware corporation (the
“Company”). Certain capitalized terms used in this Agreement are defined in
Section 1 below. 

RECITALS 

     A. It is
expected that the Company from time to time will consider the possibility of a
Change of Control. The Board of Directors of the Company (the “Board”)
recognizes that such consideration can be a distraction to the Executive and can
cause the Executive to consider alternative employment opportunities.


     B. The Board
believes that it is in the best interests of the Company and its shareholders to
provide the Executive with an incentive to continue the Executive’s employment
and to maximize the value of the Company upon a Change of Control for the
benefit of its shareholders. 

     C. In
recognition of Executive’s service with the Company during which time
Executive’s leadership has been fundamental to the Company’s development and in
order to provide the Executive with enhanced financial security and sufficient
encouragement to remain with the Company notwithstanding the possibility of a
Change of Control, the Board believes that it is imperative to provide the
Executive with certain severance benefits upon the Executive’s termination of
employment in connection with a Change of Control. 

AGREEMENT 

     In
consideration of the mutual covenants herein contained and the continued
employment of the Executive by the Company, the parties agree as follows:


     1. Definition of Terms. The following
terms referred to in this Agreement shall have the following meanings:


          (a) Cause. “Cause” shall mean (i)
commission of a felony, an act involving moral turpitude, or an act constituting
common law fraud, and which has a material adverse effect on the business or
affairs of the Company or its affiliates or stockholders; (ii) intentional or
willful misconduct or refusal to follow the lawful instructions of the Board; or
(iii) intentional breach of Company confidential information obligations which
has an adverse effect on the Company or its affiliates or stockholders. For
these purposes, no act or failure to act shall be considered “intentional or
willful” unless it is done, or omitted to be done, in bad faith without a
reasonable belief that the action or omission is in the best interests of the
Company.  

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          (b) Change of Control. “Change of Control”
shall mean the occurrence of any of the following events:

               (i) the approval by the shareholders of the Company of a plan of complete
liquidation or dissolution of the Company or the closing of a sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition to a subsidiary of the Company or to an entity,
the voting securities of which are owned by the stockholders of the Company in
substantially the same proportions as their ownership of the Company’s voting
securities immediately prior to such sale or disposition; 

               (ii) a merger or 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
directly or indirectly (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation; or 

               (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting securities. 

     Notwithstanding the foregoing, the term “Change of Control” shall not be
deemed to have occurred if the Company files for bankruptcy protection, or if a
petition for involuntary relief is filed against the Company. 

          (c) Involuntary
Termination. “Involuntary Termination” shall
mean: 

               (i) without the Executive’s express written consent, a material reduction in
the Executive’s authority, duties or responsibilities relative to the
Executive’s authority, duties or responsibilities in effect immediately prior to
the Change of Control provided that no such material reduction shall be deemed
to occur solely by reason of the Company becoming a subsidiary or division of an
acquiring entity; 

               (ii) without the Executive’s express written consent, a material reduction by
the Company of the Executive’s base compensation as in effect immediately prior
to the Change of Control; 

               (iii) without the Executive’s express written consent, the relocation of the
Executive’s principal place of employment to a facility or a location more than
fifty (50) miles from the Executive’s current location; 

               (iv) any termination of the Executive by the Company which is not effected for
Cause; or 

               (v) the failure of the Company to obtain the assumption of this Agreement or
any other agreement between the Company and Executive by any successors
contemplated in Section 7 below. 

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     A
termination shall not be considered an “Involuntary Termination” unless the
Executive provides notice to the Company of the existence of the condition
described in subsections (i), (ii), (iii) or (v) above within ninety (90) days
of the initial existence of such condition, and the Company fails to remedy the
condition within thirty (30) days following the receipt of such
notice.

          (d) Termination Date. “Termination Date”
shall mean the effective date of any notice of termination delivered by one
party to the other hereunder. 

     2. Term of
Agreement. This Agreement shall terminate
upon the date that all obligations of the parties hereto under this Agreement
have been satisfied. 

     3.
At-Will Employment. The Company and the Executive acknowledge that the Executive’s employment is and shall continue to be at-will, as
defined under applicable law. 

     4.
Severance Benefits. 

          (a) Involuntary Termination in Connection with a Change of
Control. If the Executive’s employment with
the Company terminates as a result of an Involuntary Termination on or at any
time within three (3) months before or twelve months (12) months after a Change
of Control, and the Executive signs and does not revoke a standard release of
claims with the Company in a form reasonably acceptable to the Company, then the
Executive shall be entitled to the following severance benefits (it being
understood that no such benefits shall accrue and be payable (or take effect, as
the case may be) unless and until a Change in Control occurs): 

               (i) 100% of the Executive’s annual base salary as in effect as of the
Termination Date, less applicable withholding, payable in a lump sum within
thirty (30) days of the Involuntary Termination or, if later, the Change in
Control; 

               (ii) 100% of the Executive’s target bonus plus target commission for the
fiscal year in which the Termination Date occurs, less applicable withholding,
payable in a lump sum within thirty (30) days of the Involuntary Termination or,
if later, the Change in Control; 

               (iii) acceleration of the vesting and exercisability of all of the Executive’s
options to acquire common stock of the Company or its successor, or the parent
of either, to the extent outstanding, or of any deferred compensation into which
the Executive’s stock options were converted upon the Change of Control; and


               (iv) reimbursement by the Company of the group health continuation coverage
premiums for the Executive and the Executive’s eligible dependents under Title X
of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as
in effect through the lesser of (x) twelve (12) months from the date of such
termination, (y) the date upon which the Executive and the Executive’s eligible
dependents become covered under similar plans or (z) the date the Executive no
longer constitutes a “Qualified Beneficiary” (as such term is defined in Section
4980B(g) of the Code); provided, however, that the Executive will be solely
responsible for electing such coverage within the required time period; and
provided further, however, that payment of the reimbursement shall not be made
prior to the Change in Control, but shall be deferred and paid within thirty
(30) days after the Change in Control.

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          (b) Termination Apart from a Change of Control. If the Executive’s employment with the Company terminates other than as
a result of an Involuntary Termination on or within three (3) months before or
twelve (12) months after a Change of Control then the Executive shall not be
entitled to receive severance or other benefits hereunder. 

          (c) Accrued Wages and Vacation; Expenses.
Without regard to the reason for, or the timing of, the Executive’s termination
of employment: (i) the Company shall pay the Executive any unpaid wages due for
periods prior to the Termination Date; (ii) the Company shall pay the Executive
all of the Executive’s accrued and unused vacation through the Termination Date;
and (iii) following submission of proper expense reports by the Executive, the
Company shall reimburse the Executive for all expenses reasonably and
necessarily incurred by the Executive in connection with the business of the
Company prior to the Termination Date. These payments shall be made promptly
upon termination and within the period of time mandated by law. 

     5. Limitation on Payments. In the event
that the severance and other benefits provided for in this Agreement or
otherwise payable to the Executive (i) constitute “parachute payments” within
the meaning of Section 280G of the Code and (ii) would be subject to the excise
tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s
benefits under this Agreement shall be either: 

          (a) delivered in full or 

          (b) delivered as to such lesser extent which would result in no portion of
such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the Excise Tax, results in the receipt
by the Executive on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of such benefits may be taxable under
Section 4999 of the Code. 

     Unless the
Company and the Executive otherwise agree in writing, any determination required
under this Section 5 shall be made in writing by the Company’s independent
public accountants (the “Accountants”), whose determination shall be conclusive
and binding upon the Executive and the Company for all purposes. For purposes of
making the calculations required by this Section 5, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. The Company and the Executive shall furnish
to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section 5. The
Company shall bear all costs the Accountants may reasonably incur in connection
with any calculations contemplated by this Section 5. Any reduction in benefits
required pursuant to this Section 5 shall occur in the order that provides the
maximum economic benefit to the Executive. 

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     6. Section
409A; Delayed Commencement of Benefits.
Notwithstanding any provision to the contrary in this Agreement: 

          (a) No cash severance and no Company-paid health care coverage
to which the Executive otherwise becomes entitled under this Agreement shall be
made or provided to the Executive prior to the earlier of (i) the expiration of
the six (6)-month period measured from the date of the Executive’s “separation
from service” with the Company (as such term is defined in Treasury Regulations
issued under Code Section 409A) or (ii) the date of the Executive’s death, if
the Executive is deemed at the time of such separation from service to be a
“specified employee” within the meaning of that term under Code Section 409A and
such delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2). Upon the expiration of the
applicable Code Section 409A(a)(2) deferral period, all payments and benefits
deferred pursuant to this Section 6 (whether they would have otherwise been
payable in a single sum or in installments in the absence of such deferral)
shall be paid or reimbursed to the Executive in a lump sum, and any remaining
payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein. The
Executive shall be entitled to interest on the deferred benefits and payments
for the period the commencement of those benefits and payments is delayed by
reason of Code Section 409A(a)(2), with such interest to accrue at the prime
rate in effect from time to time during that period and to be paid in a lump sum
upon the expiration of the deferral period.

          (b) The date of the Executive’s termination of employment for
purposes of determining the date that any payment or benefit which is treated as
nonqualified deferred compensation under Section 409A of the Code is to be paid
or provided (or in determining whether an exemption to such treatment applies),
shall be the date on which the Executive has incurred a “separation from
service” as such term is defined in Treasury Regulations issued under Code
Section 409A. 

          (c) In each case where this Agreement provides for the payment
of an amount that constitutes nonqualified deferred compensation under Section
409A to be made to the Executive within a designated period (e.g., within 30
days after the date of termination ) and such period begins and ends in
different calendar years, the exact payment date within such range shall be
determined by the Company, in its sole discretion, and the Executive shall have
no right to designate the year in which the payment shall be made. 

     7.
Successors.


          (a) Company’s Successors. Any successor to
the Company (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company’s business and/or assets shall assume the Company’s obligations under
this Agreement and agree expressly to perform the Company’s obligations under
this Agreement in the same manner and to the same extent as the Company would be
required to perform such obligations in the absence of a succession. For all
purposes under this Agreement, the term “Company” shall include any successor to
the Company’s business and/or assets which executes and delivers the assumption
agreement described in this subsection (a) or which becomes bound by the terms
of this Agreement by operation of law. 

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          (b) Executive’s Successors. Without the
written consent of the Company, the Executive shall 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 hereunder shall inure to the benefit of, and be
enforceable by, the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


     8.
Notices.


          (a) General. Notices and all other
communications contemplated by this Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or when mailed by U.S.
registered or certified mail, return receipt requested and postage prepaid. In
the case of the Executive, mailed notices shall be addressed to the Executive at
the home address which the Executive most recently communicated to the Company
in writing. In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention of
its Secretary. 

          (b) Notice of Termination. Any termination
by the Company for Cause or by the Executive as a result of an Involuntary
Termination shall be communicated by a notice of termination to the other party
hereto given in accordance with this Section 8. Such notice shall indicate the
specific termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the Termination
Date (which shall be not more than thirty (30) days after the giving of such
notice). The failure by the Executive to include in the notice any fact or
circumstance which contributes to a showing of Involuntary Termination shall not
waive any right of the Executive hereunder or preclude the Executive from
asserting such fact or circumstance in enforcing the Executive’s rights
hereunder, subject to the requirements of Section 1(c). 

     9.
Non-Solicitation and
Non-Competition.

          (a) Non-Solicitation. Until the date that
is twelve (12) months from the date of termination of the Executive’s employment
with the Company, the Executive agrees and acknowledges that the Executive shall
not either directly or indirectly solicit, induce, attempt to hire, recruit,
encourage, take away, hire any employee of the Company or cause an employee to
leave his or her employment either for the Executive or for any other entity or
person. Upon any breach of this Section 9, all severance payments pursuant to
this Agreement shall immediately cease. 

          (b) Non-Competition. Until the date
Executive ceases to provide services to the Company (or any parent or subsidiary
of the Company) or, if later, the date through which severance is payable
pursuant to Section 4, Executive agrees to not, directly or indirectly, engage
in (whether as an employee, consultant, agent, proprietor, principal, partner,
stockholder, corporate officer, director or otherwise), nor have any ownership
interest in or participate in the financing, operation, management or control
of, any person, firm, corporation or business that competes with Company (or any
parent or subsidiary of the Company); provided, however, that Executive shall
not be prohibited from owning, solely as an investment, up to 1% of the stock of
a publicly traded corporation or up to 5% of the equity of a non-publicly traded
company.

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     10.
Arbitration. 

          Any controversy involving the construction or application of
any terms, covenants or conditions of this Agreement, or any claims arising out
of any alleged breach of this Agreement, will be governed by the rules of the
American Arbitration Association and submitted to and settled by final and
binding arbitration in Santa Clara County, California, except that any alleged
breach of the Executive’s confidential information obligations shall not be
submitted to arbitration and instead the Company may seek all legal and
equitable remedies, including without limitation, injunctive relief.

     11.
Miscellaneous Provisions. 

          (a) No Duty to Mitigate. The Executive
shall not be required to mitigate the amount of any payment contemplated by this
Agreement, nor shall any such payment be reduced by any earnings that the
Executive may receive from any other source. 

          (b) Waiver. No provision of this Agreement
may be modified, waived or discharged unless the modification, waiver or
discharge is agreed to in writing and signed by the Executive and by an
authorized officer of the Company (other than the Executive). 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 provision at another time.


          (c) Integration. This Agreement represents
the entire agreement and understanding between the parties with respect to the
payment of severance or other benefits if the Executive’s employment with the
Company terminates as a result of an Involuntary Termination within three months
before or twelve (12) months following a Change of Control, and supersedes all
prior or contemporaneous agreements, whether written or oral, with respect
thereto; provided, however, that this Agreement does not supersede any agreement
in respect of the payment of severance or other benefits in circumstances
pursuant to which benefits would not be payable hereunder. 

          (d) Choice of Law. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the internal substantive laws, but not the conflicts of law rules, of the
State of California. 

          (e) Severability. The invalidity or
unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision hereof, which shall
remain in full force and effect. 

          (f) Employment Taxes. All payments made
pursuant to this Agreement shall be subject to withholding of applicable income
and employment taxes. 

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          (g) Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together will constitute one and the same instrument. 

* * * 

[Remainder of this page intentionally
left blank.]

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     IN WITNESS
WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer or member of the Board of Directors, as
of the day and year first above written. 

	COMPANY:  	  
      LOGICVISION, INC.  




	By:  	/s/ Gregg Adkin 
	  	Gregg
      Adkin 





	Title:  	Chairman of the Board
  





	Date:  	November 12, 2008





	EXECUTIVE:  	/s/ Mei Song  
	  	Signature  
	  
	  	Mei Song  
	  	Printed Name  
	  
	  	Date:  	November 12,
  2008   



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