Exhibit 10.103


 


CATALYST SEMICONDUCTOR, INC.


 


SEVERANCE AGREEMENT


 


This Severance Agreement (the “Agreement”)
is made and entered into by and between [Employee Name] (“Employee”) and Catalyst Semiconductor, Inc.,
a Delaware Corporation (the “Company”),
effective as of [DATE] (the “Effective Date”).


 


RECITALS


 


1.             It is
expected that the Company from time to time will consider the possibility of an
acquisition by another company or other change of control.  The Board of Directors of the Company (the “Board”)
recognizes that such consideration can be a distraction to Employee and can
cause Employee to consider alternative employment opportunities.  The Board has determined that it is in the
best interests of the Company and its stockholders to assure that the Company
will have the continued dedication and objectivity of Employee, notwithstanding
the possibility, threat or occurrence of a Change of Control.


 


2.             The
Board believes that it is in the best interests of the Company and its
stockholders to provide Employee with an incentive to continue his or her
employment and to motivate Employee to maximize the value of the Company for
the benefit of its stockholders.


 


3.             The
Board believes that it is imperative to provide Employee with certain benefits
upon Employee’s termination of employment without cause or following a Change
of Control.  These benefits will provide
Employee with enhanced financial security and incentive and encouragement to
remain with the Company.


 


4.             Certain
capitalized terms used in the Agreement are defined in Section 5 below.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the parties hereto agree as follows:


 


1.             Term
of Agreement.  This Agreement will
terminate upon the date that all of the obligations of the parties hereto with
respect to this Agreement have been satisfied.


 


2.             At-Will
Employment.  The Company and Employee
acknowledge that Employee’s employment is and will continue to be at-will, as
defined under applicable law, except as may otherwise be specifically provided
under the terms of any written formal employment agreement or offer letter
between the Company and Employee (an “Employment
Agreement”).  If Employee’s employment terminates for any
reason, Employee will not be entitled to any payments, benefits, damages,
awards or compensation other than as provided by this Agreement, including any
payments or benefits Employee would otherwise be entitled to under his or her
Employment Agreement.


 


 

















 


3.             Termination
Benefits.


 


(a)           Involuntary
Termination other than for Cause, Death or Disability Prior to a Change of
Control or after Twelve Months Following a Change of Control.  If, prior to a Change of Control or after
twelve (12) months following a Change of Control, the Company (or any parent or
subsidiary of the Company employing Employee) terminates Employee’s employment
with the Company (or any parent or subsidiary of the Company) without Employee’s
consent and for a reason other than (x) Cause, (y) Employee becoming
Disabled or (z) Employee’s death, (any such termination, an “Involuntary
Termination”) and Employee signs,
delivers and does not revoke a separation agreement and release of claims in a
form satisfactory to the Company (the “Release”) within the time period
required by the Release (but in no event later than two and one-half (21⁄2)
months following the end of the calendar year in which the Involuntary
Termination occurs), then following such termination of employment, or, if
later, the effective date of the Release, Employee will receive the following
payments and other benefits from the Company:


 


(i)         Accrued
Compensation.  Employee will be
entitled to receive all accrued vacation, expense reimbursements and any other
benefits due to Employee through the date of termination of employment in
accordance with the Company’s then existing employee benefit plans, policies
and arrangements.


 


(ii)        Severance.  Subject to Section 9(a), Employee will
be entitled to receive continued payments of Employee’s base salary (as in
effect immediately prior to such termination) for a period of [six (6) / nine (9)] months (the “Severance
Period”), less applicable withholding payable in accordance with the Company’s
normal payroll policies.  Notwithstanding
the foregoing and except as provided by the following sentence, if during the Severance Period Employee engages in
Competition or breaches the covenants in Section 6 or in the Release, all
payments pursuant to this subsection will immediately cease effective as of the
first date that constitutes engagement in Competition or a breach of the
applicable covenants (the “Breach Date”). 
Notwithstanding the preceding sentence, if payment of the severance
amounts is delayed in accordance with Section 9(a) of this Agreement,
the Company’s obligation to make severance payments to Executive during the
Severance Period shall not terminate pursuant to the preceding sentence (i.e.,
upon the Breach Date) with respect to any severance payments that have been
accrued prior to the Breach Date in accordance with Section 9(a) of
this Agreement and such accrued severance payments shall be paid in a lump sum
payment on the date six (6) months and one (1) day following the date
of Executive’s termination of employment (or such earlier date as provided in Section 9(a) of
this Agreement).


 


(iii)       Continued
Employee Benefits.  The Company will reimburse Employee for
premiums paid for the continuation
of benefits Employee timely elects pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)  for Employee and Employee’s eligible dependents
under the Company’s Benefit Plans for a period of [six (6) / nine (9)]
months following Employee’s termination of employment; provided, however, that
if during such period Employee engages in Competition or breaches the covenants
in Section 6 or in the Release, all Company-reimbursements pursuant to
this subsection will immediately cease.  


 


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Employee
will be solely responsible for electing such continuation coverage for Employee
and Employee’s eligible dependents.


 


(iv)       Options.  With respect to all of Employee’s options
(the “Options”) to purchase Company common stock outstanding on
the date of such termination (whether granted on, before or after the date of
this Agreement), Employee will have the period following such termination of
employment to exercise such Options that is specified in the stock plans, if
any, under which the Options were granted and in any applicable agreements
between the Company and Employee; provided, however, to the extent that,
pursuant to the provisions of such stock plans and applicable agreements, such
Options continue to vest during the period, if any, that Employee provides
consulting services to the Company pursuant to Section 3(a)(ii) or
otherwise, then Employee will have the period following the termination of such
consulting services to exercise such Options that is specified in such stock
plans and applicable agreements; provided further, however, that all Options
will immediately terminate and Employee will have no further rights with
respect to such Options in the event Employee engages in Competition or
breaches the covenants in Section 6 or in the Release during such
period.  In all other respects, such
Options will continue to be subject to the terms and conditions of the stock
plans, if any, under which they were granted and any applicable agreements
between the Company and Employee.


 


(v)        Payments
or Benefits Required by Law. 
Employee will receive such other compensation or benefits from the
Company as may be required by law (for example, “COBRA” coverage under Section 4980B
of the Internal Revenue Code of 1986, as amended (the “Code”)).


 


(b)           Involuntary Termination other than for Cause,
Death or Disability or Termination for Good Reason within Twelve Months of a
Change of Control.  If (i) within twelve (12) months
following a Change of Control (A) Employee terminates his or her
employment with the Company (or any parent or subsidiary of the Company) for
Good Reason or (B) the Company (or any parent or subsidiary of the
Company) terminates Employee’s employment for other than (x) Cause, (y) Employee
becoming Disabled or (z) Employee’s death (any such termination pursuant
to (A) or (B), a “Change of Control Termination”) and (ii) Employee signs, delivers and
does not revoke a Release within the time period required by the Release (but
in no event later than two and one-half (21⁄2) months following the end of the
calendar year in which the Involuntary Termination occurs), then promptly following
such termination of employment, or, if later, the effective date of the
Release, Employee will receive the following payments and other benefits from
the Company:


 


(i)         Accrued
Compensation.  Employee will be
entitled to receive all accrued vacation, expense reimbursements and any other
benefits due to Employee through the date of termination of employment in
accordance with the Company’s then existing employee benefit plans, policies
and arrangements.


 


(ii)        Severance.  Subject to Section 9(a), Employee will
be entitled to receive continued payments of Employee’s base salary (as in
effect immediately prior to such termination) for a period of [nine (9) / twelve (12)] months (the “Post-Change
of Control Severance Period”), less applicable withholding, payable in
accordance with the Company’s normal payroll policies.  Notwithstanding the foregoing and except as
provided by the following sentence, if during the Post-Change
of Control Severance Period Employee
engages in Competition or breaches the 


 


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covenants
in Section 6 or in the Release, all payments pursuant to this subsection
will immediately cease effective as of the Breach Date.  Notwithstanding the preceding sentence, if
payment of the severance amounts is delayed in accordance with Section 9(a) of
this Agreement, the Company’s obligation to make severance payments to
Executive during the
Post-Change of Control
Severance Period shall not terminate pursuant to the preceding sentence (i.e.,
upon the Breach Date) with respect to any severance payments that have been
accrued prior to the Breach Date in accordance with Section 9(a) of
this Agreement and such accrued severance payments shall be paid in a lump sum
payment on the date six (6) months and one (1) day following the date
of Executive’s termination of employment (or such earlier date as provided in Section 9(a) of
this Agreement).


 


(iii)       Options,
Restricted Stock and Restricted Stock Units.  100% of the unvested shares subject to all of
Employee’s Options, 100% of the unvested shares subject to all of Employee’s
restricted stock units (“RSUs”) and 100% any of Employee’s shares of Company
common stock subject to a Company repurchase right upon Employee’s termination
of employment for any reason (the “Restricted
Stock”) whether acquired by
Employee on, before or after the date of this Agreement, will immediately vest
upon such termination.  With respect to
all of Employee’s Options outstanding on the date of such termination (whether
granted on, before or after the date of this Agreement), Employee will have the
period following such termination of employment to exercise such Options that
is specified in the stock plans, if any, under which the Options were granted
and in any applicable agreements between the Company and Employee; provided,
however, that all Options will immediately terminate and Employee will have no
further rights with respect to such Options in the event Employee engages in
Competition or breaches the covenants in Section 6 or in the Release
during such period.  In all other
respects, such Options will continue to be subject to the terms and conditions
of the stock plans, if any, under which they were granted and any applicable
agreements between the Company and Employee.


 


(iv)       Continued
Employee Benefits.  The Company will reimburse Employee for
premiums paid for the continuation
of benefits Employee timely elects pursuant
to the COBRA  for Employee and Employee’s eligible dependents under
the Company’s Benefit Plans for a period of [nine (9) / twelve (12)]
months following Employee’s termination of employment; provided, however, that
if during such period Employee engages in Competition or breaches the covenants
in Section 6 or in the Release, all Company-reimbursements pursuant to this
subsection will immediately cease.  Employee will be solely responsible for
electing such continuation coverage for Employee and Employee’s eligible
dependents.


 


(v)        Payments
or Benefits Required by Law. 
Employee will receive such other compensation or benefits from the
Company as may be required by law (for example, “COBRA” coverage under Section 4980B
of the Code).


 


(c)           Other Terminations.  If
Employee voluntarily terminates Employee’s employment with the Company or any
parent or subsidiary of the Company (other than for Good Reason within twelve
(12) months of a Change of Control) or if the Company (or any parent or
subsidiary of the Company employing Employee) terminates Employee employment
with the Company (or any parent or subsidiary of the Company) for Cause, then
Employee will (i) receive his or her earned but unpaid base salary through
the date of termination of employment, (ii) receive all accrued vacation,
expense reimbursements and any other benefits due to Employee through the date
of termination of employment in accordance with established Company plans,
policies and 


 


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arrangements, and (iii) not be entitled to any
other compensation or benefits (including, without limitation, accelerated vesting
of Options or Restricted Stock) from the Company except to the extent provided
under the applicable stock option agreement(s) or as may be required by
law (for example, “COBRA” coverage under Section 4980B of the Code).


 


(d)           Termination due to Death or Disability.  If
Employee’s employment with the Company (or any parent or subsidiary of the
Company) is terminated due to Employee’s death or Employee’s becoming Disabled,
then Employee or Employee’s estate (as the case may be) will (i) receive
the earned but unpaid base salary through the date of termination of
employment, (ii) receive all accrued vacation, expense reimbursements and
any other benefits due to Employee through the date of termination of
employment in accordance with Company-provided or paid plans, policies and
arrangements, and (iii) not be entitled to any other compensation or
benefits from the Company except to the extent required by law (for example, “COBRA”
coverage under Section 4980B of the Code).


 


(e)           Exclusive
Remedy.  In the event of a
termination of Employee’s employment with the Company (or any parent or
subsidiary of the Company), the provisions of this Section 3 are intended
to be and are exclusive and in lieu of any other rights or remedies to which
Employee or the Company may otherwise be entitled (including any contrary
provisions in the Employment Agreement), whether at law, tort or contract, in
equity, or under this Agreement. 
Employee will be entitled to no benefits, compensation or other payments
or rights upon termination of employment other than those benefits expressly
set forth in this Section 3.


 


4.             Limitation
on Payments.  In the event that the
severance and other benefits provided for in this Agreement or otherwise
payable to Employee (i) constitute “parachute payments” within the meaning
of Section 280G of the Code and (ii) but for this Section 4,
would be subject to the excise tax imposed by Section 4999 of the Code,
then Employee’s severance benefits under Section 4(a)(i) will be
either:


 


(a)           delivered in full, or


 


(b)                                 delivered as to
such lesser extent which would result in no portion of such severance benefits
being subject to excise tax under Section 4999 of the Code,


 


whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and the
excise tax imposed by Section 4999, results in the receipt by Employee on
an after-tax basis, of the greatest amount of severance benefits,
notwithstanding that all or some portion of such severance benefits may be
taxable under Section 4999 of the Code. 
Unless the Company and Employee otherwise agree in writing, any
determination required under this Section 4 will be made in writing by BDO Seidman or by
a national “Big Four” accounting firm (the “Accountants”), whose determination will be
conclusive and binding upon Employee and the Company for all purposes.  For purposes of making the calculations
required by this Section 4, 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 Employee will furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under
this 


 


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Section. 
The Company will bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 4.


 


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


 


(a)           Benefit
Plans.  “Benefit Plans” means
plans, policies or arrangements that the Company sponsors (or participates in)
and that immediately prior to Employee’s termination of employment provide
Employee and/or Employee’s eligible dependents with medical, dental, and/or
vision benefits.  Benefit Plans do not
include any other type of benefit (including, but not by way of limitation,
disability, life insurance or retirement benefits). A requirement that the
Company provide Employee and Employee’s eligible dependents with coverage under
the Benefit Plans will not be satisfied unless the coverage is no less
favorable than that provided to Employee and Employee’s eligible dependents
immediately prior to Employee’s termination of employment.


 


(b)           Cause.  “Cause” means (i) a willful failure by
Employee to substantially perform Employee’s duties as an employee, other than
a failure resulting from the Employee’s complete or partial incapacity due to
physical or mental illness or impairment, (ii) a willful act by Employee
that constitutes gross misconduct and that is injurious to the Company, (iii) circumstances
where Employee willfully imparts material confidential information relating to
the Company or its business to competitors or to other third parties other than
in the course of carrying out Employee’s duties, (iv) a material and
willful violation by Employee of a federal or state law or regulation
applicable to the business of the Company that is injurious  to the
Company, or (v) Employee’s
conviction or plea of guilty or no contest to a felony, which the Company reasonably believes has or
will negatively reflect on the Company’s business or reputation.  No
act or failure to act by Employee will be considered “willful” unless committed
without good faith and without a reasonable belief that the act or omission was
in the Company’s best interest.


 


(c)           Change
of Control.  “Change of Control”
means the occurrence of any of the following:


 


(i)         the
sale, lease, conveyance or other disposition of all or substantially all of the
Company’s assets to any “person” (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended), entity or group of persons
acting in concert;


 


(ii)        any
person or group of persons becoming the “beneficial owner” (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company’s
then outstanding voting securities;


 


(iii)       a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or its controlling entity) at least 50% of the total voting
power represented by the voting securities of the Company or such surviving
entity (or its controlling entity) outstanding immediately after such merger or
consolidation; or


 


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(iv)       a
contest for the election or removal of members of the Board that results in the
removal from the Board of at least 50% of the incumbent members of the Board.


 


(d)           Competition.  “Competition” will mean Employee’s direct or indirect
engagement in (whether as an
employee, consultant, agent, proprietor, principal, partner, stockholder,
corporate officer, director or otherwise), or ownership interest in or
participation in the financing, operation, management or control of, any
person, firm, corporation or business that competes with Company or is a
customer of the Company.


 


(e)           Disability.  “Disability” will mean that Employee has been unable to
perform the principal functions of Employee’s duties due to a physical or
mental impairment, but only if such inability has lasted or is reasonably
expected to last for at least six months. 
Whether Employee has a Disability will be determined by the Board based
on evidence provided by one or more physicians selected by the Board.


 


(f)            Good Reason.  “Good Reason” means the occurrence of any of the following without the Employee’s
consent: (i) a material diminution in Employee’s Base Salary, except for
reductions that are in proportion to any salary reduction program approved by
the Board that affects a majority of the senior executives of the Company; (ii) a
material diminution in Employee’s authority, duties, or responsibilities; (iii) a
material diminution in the authority, duties, or responsibilities of the
supervisor to whom Employee is required to report, including a requirements
that Employee report to a corporate officer or employee instead of reporting
directly to the Board; (iv)  a material change in the geographic location
at which Employee must perform his services of not less than fifty (50) miles
from the Company’s primary place of business immediately prior to such
relocation; or (v) any other action or inaction that constitutes a
material breach by the Company of this Agreement; provided, however, that
Employee must provide written notice to the Board of the condition that could
constitute a “Good Reason” event within ninety (90) days of the initial
existence of such condition and such condition must not have been remedied by
the Company within thirty (30) days (the “Cure Period”) of such written
notice.  A termination will not be deemed
to be for “Good Reason” unless such termination occurs within ninety (90) days
following the end of the Cure Period.


 


(g)           Section 409A Limit.  “Section 409A Limit” means the lesser of two (2) times:
(i) Employee’s annualized compensation based upon the annual rate of pay
paid to Employee during the Company’s taxable year preceding the Company’s
taxable year of Employee’s termination of employment as determined under
Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue
Service guidance issued with respect thereto; or (ii) the maximum amount
that may be taken into account under a qualified plan pursuant to Section 401(a)(17)
of the Code for the year in which Employee’s employment is terminated.


 


6.             Non-Solicitation.  For a period beginning on the Effective Date
and ending six (6) months after Employee ceases to be employed by the
Company (the “Non-Solicitation Period”), Employee, directly or indirectly, whether as
employee, owner, sole proprietor, partner, director, member, consultant, agent,
founder, co-venturer or otherwise, will not: (i) solicit, induce or
influence any person to leave employment with the Company; or (ii) directly
or indirectly solicit business from any of the Company’s customers and users on
behalf of any business that directly competes with the 


 


7

















 


principal business of the Company; provided,
however, that the Non-Solicitation Period shall end [six (6) / nine (9) ]
months after Employee ceases to be employed by the Company in the event
Employee’s employment is terminated pursuant to an Involuntary Termination;
provided further, however, that the Non-Solicitation Period shall end [twelve
(12) / fifteen (15) ] months after Employee ceases to be employed by the
Company in the event Employee’s employment is terminated pursuant to a Change
of Control Termination.


 


7.             Successors.


 


(a)           The
Company’s Successors.  Any successor
to the Company (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company’s business and/or assets will assume the obligations under this
Agreement and agree expressly to perform the 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” will include any successor to the Company’s
business and/or assets which executes and delivers the assumption agreement
described in this Section 7(a) or which becomes bound by the terms of
this Agreement by operation of law.


 


(b)           The
Employee’s Successors.  The terms of
this Agreement and all rights of Employee hereunder will inure to the benefit
of, and be enforceable by, Employee’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.


 


8.             Notice.


 


(a)           General.  Notices and all other communications
contemplated by this Agreement will be in writing and will 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 Employee, mailed notices will
be addressed to him or her at the home address which he or she most recently
communicated to the Company in writing. 
In the case of the Company, mailed notices will be addressed to its
corporate headquarters, and all notices will be directed to the attention of
its President.


 


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


 


9.             Miscellaneous
Provisions.


 


(a)           Code
Section 409A.  Notwithstanding anything to the contrary in
this Agreement, if Employee is a “specified employee” within the meaning of Section 409A
of the Code 


 


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and any final regulations and guidance promulgated
thereunder, as
they each may be amended from time to time (“Section 409A”) at the time of Employee’s termination
other than due to Employee’s death (provided that such termination is a “separation
from service” within the meaning of Section 409A, as determined by the
Company), then only that portion of the cash
severance and shares subject to accelerated RSUs payable to Employee pursuant
to this Agreement, if any, and any other severance payments or separation
benefits, in each case which may be considered deferred compensation under Section 409A
(together, the “Deferred Compensation
Separation Benefits”),
which (when considered together) do not exceed the Section 409A Limit (as
defined herein) may be made within the first six (6) months following
Employee’s termination of employment in accordance with the payment schedule
applicable to each payment or benefit.  Any portion of the Deferred
Compensation Separation Benefits in excess of the Section 409A Limit
otherwise due to Employee on or within the six (6) month period following
Employee’s termination will accrue during such six (6) month period and
will become payable in a lump sum payment on the date six (6) months and
one (1) day following the date of Employee’s termination of
employment.  All subsequent Deferred
Compensation Separation Benefits, if any, will be payable in accordance with
the payment schedule applicable to each payment or benefit.  Notwithstanding anything herein to the
contrary, if Employee dies following his termination but prior to the six month
anniversary of his date of termination, then any payments delayed in accordance
with this paragraph will be payable in a lump sum as soon as administratively
practicable after the date of Employee’s death and all other Deferred
Compensation Separation Benefits will be payable in accordance with the payment
schedule applicable to each payment or benefit. 
It is the intent of this Agreement to comply with the requirements of Section 409A
so that none of the severance payments and benefits to be provided hereunder
will be subject to the additional tax imposed under Section 409A, and any
ambiguities herein will be interpreted to so comply.


 


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


 


(c)           Waiver.  No provision of this Agreement will be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by Employee and by an authorized officer of the
Company (other than 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 will be considered a waiver of
any other condition or provision or of the same condition or provision at
another time.


 


(d)           Headings.  All captions and section headings used in
this Agreement are for convenient reference only and do not form a part of this
Agreement.


 


(e)           Entire Agreement.  This
Agreement constitutes the entire agreement of the parties hereto and supersedes
in their entirety all prior representations, understandings, undertakings or
agreements (whether oral or written and whether expressed or implied) of the
parties with respect to the subject matter hereof, including (without
limitation) the Employment Agreement). 
No future agreements between the Company and Employee may supersede this
Agreement, unless they are in writing and specifically mention this
Agreement.  With respect to equity awards granted on or after
the date hereof, the acceleration of vesting provided herein will apply to such
awards except to the 


 


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extent otherwise explicitly provided in the
applicable equity award agreement, which provision must include a reference to
this Agreement.


 


(f)            Choice
of Law.  The laws of the State of
California (without reference to its choice of laws provisions) will govern the
validity, interpretation, construction and performance of this Agreement.


 


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


 


(h)           Withholding.  All payments made pursuant to this Agreement
will be subject to withholding of applicable income and employment taxes.


 


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


 


[Remainder of 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, as of the day and year set forth
below.


 


	
  COMPANY

  	
  CATALYST SEMICONDUCTOR, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTIVE

  	
  [EMPLOYEE NAME]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


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