Exhibit 10.85


 


CATALYST SEMICONDUCTOR, INC.


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and
Restated Employment Agreement (the “Agreement”) is entered into as of February 26,
2008, (the “Effective Date”) by and between Catalyst Semiconductor, Inc.
(the “Company”), and Gelu Voicu (“Executive”), and replaces and supersedes
in its entirety the employment agreement entered into between the Company and
Executive as of May 23, 2003 and amended and restated as of May 23,
2007 (collectively, the “Original Agreement”).


 


1.                                       Duties and Scope of Employment.


 


(a)                                  Positions and Duties. 
As of the Effective Date, Executive will continue to serve as Chief Executive Officer of the
Company.  Executive will render such
business and professional services in the performance of his duties, consistent
with Executive’s position within the Company, as will reasonably be assigned to
him by the Company’s Board of Directors (the “Board”).


 


(b)                                 Board
Membership.  During the
Employment Term (as defined below), Executive will continue to serve as a
member of the Board, subject to any required Board and/or shareholder
approval.  In the event of Executive’s
termination of employment with the Company for any reason, Executive agrees to
resign his position on the Board within three (3) business days of his
termination of employment.


 


(c)                                  Obligations. 
During the Employment Term, Executive will perform his duties faithfully
and to the best of his ability and will devote his full business efforts and
time to the Company.  For the duration of
the Employment Term, Executive agrees not to actively engage in any other
employment, occupation or consulting activity for any direct or indirect
remuneration without the prior approval of the Board.


 


2.                                       At-Will Employment. 
Executive’s employment with the Company pursuant to this Agreement (the “Employment
Term”) will commence on the Effective Date and will continue, until otherwise
terminated as provided herein.  The
parties agree that Executive’s employment with the Company will be “at-will” employment
and may be terminated at any time with or without cause by giving Executive a
written notice.  Executive understands
and agrees that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way serve as the
basis for continuation, modification, amendment, or extension, by implication
or otherwise, of his employment with the Company.  However, as described in this Agreement,
Executive may be entitled to severance benefits depending on the circumstances
of Executive’s termination of employment with the Company.


 


3.                                       Compensation.


 


(a)           Base
Salary.  During the Employment Term,
the Company will pay Executive as compensation for his services a base salary
at the annualized rate of $375,000.00 (the “Base Salary”) or such other rate
not below $375,000.00 as the Compensation Committee of the Board (the 


 

















 


“Committee”) may determine from time to time.  The Base Salary will be paid periodically in
accordance with the Company’s normal payroll practices and be subject to
applicable withholding taxes.


 


Once the Committee has increased such Base Salary, it
thereafter will not be reduced; provided, however, that if a Change of Control
(as defined below) has not occurred, such salary may be reduced by the
Committee if such reduction is in proportion to a salary reduction program
approved by the Board which affects a majority of the other executive officers
of the Company generally.


 


(b)                                 Bonus.  For each fiscal year of the Company,
Executive will be eligible to receive an annual bonus in an amount targeted at
sixty-five percent (65%) of his Base Salary based upon the achievement of
performance criteria specified by the Committee (the “Target Bonus”).  In the event that the Company and Executive far exceed
the performance goals specified by the Committee, the maximum annual bonus
Executive can earn is two times the Target Bonus (that is, 130% of his Base
Salary).  The actual amount of the bonus payable for any fiscal quarter will depend
upon the extent to which the applicable quarterly or annual performance
criteria have been satisfied, as determined by the Committee at the end of each
fiscal quarter.  Any bonus that actually
is earned will be paid as soon as practicable (but no later than sixty (60)
days after the bonus is earned) after the end of the fiscal quarter for which
the bonus is earned, but only if Executive was employed with the Company
through the end of such fiscal quarter. 
The bonus will be subject to all applicable withholding taxes.


 


4.                                       Employee Benefits. 
During the Employment Term, Executive will be entitled to participate in
the employee benefit plans currently and hereafter maintained by the Company of
general applicability to other senior executives of the Company.  The Company reserves the right to cancel or
change the benefit plans and programs it offers to its employees at any
time.  During the Employment Term, the
Company will provide Executive with a $1,000,000 term life insurance policy.


 


5.                                       Expenses.  The Company
will reimburse Executive for reasonable travel, entertainment or other expenses
incurred by Executive in the furtherance of or in connection with the
performance of Executive’s duties hereunder, in accordance with the Company’s
expense reimbursement policy as in effect from time to time.


 


6.                                       Severance.


 


(a)                                  Involuntary Termination. 
If (i) the Company involuntarily terminates Executive’s employment
without “Cause” (as defined herein), but excluding a termination based on
Executive’s death or “Disability” (as defined herein); or (ii) Executive
voluntarily terminates his employment with the Company due to a “Good Reason
Termination” (as defined herein); and (iii) Executive signs and does not
revoke a standard release of claims with the Company within the time period
required by such release and in no event later than two and one-half (21⁄2)
months following the end of the calendar year in which the Executive’s
termination of employment occurs, then, subject to Section 9, Executive
will be entitled to receive:


 


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(i)            the
“Severance Payments” (as defined herein);


 


(ii)           accelerated
vesting (including, the lapse of restrictions) of the unvested shares of common
stock subject to outstanding equity awards granted to Executive by the Company
that vest solely based on the passage of time and continued service (the “Time-Based
Awards”) in an amount equal to the greater of (A) the number of shares
that would have vested under such Time-Based Awards had Executive remained
employed an additional twelve (12) months from the termination date or (B) fifty
percent (50%) of the unvested shares of common stock subject to the Time-Based
Awards as of the date of Executive’s termination of employment;


 


(iii)          the
immediate vesting of fifty percent (50%) of the unvested shares of common stock
subject to outstanding equity awards granted to Executive by the Company that
vest based on the achievement of performance objectives (the “Performance-Based
Awards” and, together with the Time-Based Awards, the “Awards”);


 


(iv)          all
shares of common stock subject to outstanding stock options granted to
Executive by the Company (the “Options”) which are vested as of the date of
Executive’s termination of employment (including pursuant to this Section 6(a))
will be exercisable for a period of one (1) year following the date of
such termination, provided, however, that in no event will this provision
operate to extend an Option beyond the term/expiration date of such Option; and


 


(v)           reimbursement
for the cost of continued health plan coverage Executive timely elects pursuant
to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”) and life insurance
coverage for Executive and his dependents for a period of twelve (12)
months from the date of such termination of employment.


 


(b)                                 Voluntary Termination; Termination for
Cause.  If Executive’s employment with the Company
terminates voluntarily by Executive (including death or disability) or for
Cause by the Company, then (i) all vesting of all options to purchase the
common stock of the Company will terminate immediately and all payments of
compensation by the Company to Executive hereunder will terminate immediately
(except as to amounts already earned), and (ii) Executive will not receive
any severance benefits or the continuation of any other benefits.


 


(c)                                  Change of Control.


 


(i)            If
within twelve (12) months following a “Change of Control” (as defined below) (A) the
Company or the Successor terminates Executive’s employment with the Company or
any Successor for other than (x) Cause, (y) death or (z) Disability,
or (B) Executive terminates his employment with the Company or a Successor
due to a Good Reason Termination, and (C) Executive signs and does not
revoke a standard release of claims with the Company within the time period
required by such release and in no event later than two and one-half (21⁄2)
months following the end of the calendar year in which the Executive’s
termination of employment occurs, then, in lieu of the benefits pursuant to Section 6(a) and
subject to Section 9, Executive will be entitled to receive:


 


(1)                                  the Severance Payments;


 


(2)                                  accelerated vesting (including, the lapse
of restrictions) of the unvested shares of common stock subject to Executive’s
Time-Based Awards in an amount equal to the greater of (A) the number of
shares that would have vested under such Time-Based Awards had 


 


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Executive remained employed an additional twelve (12) months from the
termination date or (B) fifty percent (50%) of the unvested shares of
common stock subject to the Time-Based Awards as of the date of Executive’s
termination of employment;


 


(3)                                  the immediate vesting of fifty percent
(50%) of the unvested shares of common stock subject to Performance-Based
Awards;


 


(4)                                  all shares of common stock subject to
Executive’s Options which are vested as of the date of Executive’s termination
of employment (including pursuant to this Section 6(a)) will be
exercisable for a period of one (1) year following the date of such
termination, provided, however, that in no event will this provision operate to
extend an Option beyond the term/expiration date of such Option; and


 


(5)                                  reimbursement for the cost of continued
health plan coverage Executive timely elects pursuant to COBRA and life
insurance coverage for Executive and his dependents for a period of
fifteen (15) months from the date of such termination of employment.


 


(ii)           If
in connection with a Change of Control Executive is not made the Chief
Executive Officer of the Successor or does not remain employed as the Chief
Executive Officer of the Company where the Company is the surviving corporation
in a Change of Control, then, any unvested shares of common stock subject to
the Options will fully accelerate and become exercisable immediately upon such
Change of Control (or, if later, upon the date it is determined that Executive
will not become or remain the Chief Executive Officer).  In addition, all shares of common stock
subject to the Options will be exercisable for that period of time following
the closing date of the Change of Control which is equal to the longest period
of time for which any shares of common stock subject to stock options granted
to any non-employee director of the Company are exercisable following such
Change of Control (as determined at the closing date of such Change of Control)
or twelve (12) months, whichever is greater; provided, however, that in no
event will this provision operate to extend an Option beyond the
term/expiration date of such Option.


 


(d)                                 Timing of Severance Payments.


 


(i)                                     Unless otherwise required to be delayed
pursuant to Section 6(d)(ii) below, the Severance Payments shall be
paid in equal installments over a period of twelve (12) months from the date of
Executive’s termination of employment (provided that such termination is a “separation
from service” within the meaning of Section 409A, as determined by the
Company) in accordance with the Company’s normal payroll policies.


 


(ii)                                  Notwithstanding anything to the contrary
in this Agreement, if Executive is a “specified employee” within the meaning of
Section 409A at the time of Executive’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 Severance Payments, life insurance reimbursements and
any other benefits payable under this Agreement which may be considered
deferred compensation under Section 409A, 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 


 


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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


 


7.                                       Definitions


 


(a)                                  Cause.  For purposes
of this Agreement, “Cause” is defined as (I) Executive engaging in knowing and
intentional illegal conduct that is injurious to the Company; (ii) Executive’s
conviction of, or plea of novo contender to, a felony; (iii) Executive’s
gross misconduct; or (iv) Executive’s continued substantial violations of his
employment duties after Executive has received a written demand for performance
from the Company which specifically sets forth the factual basis for the
Company’s belief that Executive has not substantially performed his
duties.  


 


(b)                                 Change of Control. 
For purposes of this Agreement, “Change of Control” of the Company is
defined as: (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) is or becomes
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; or (ii) a change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. 
“Incumbent Directors” will mean directors who either (A) are
directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or (iii) the date of the consummation of a
merger or consolidation of the Company with any other corporation that has been
approved by the shareholders of the Company, other than a merger or
consolidation which 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) 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 the shareholders of the
Company approve a plan of complete liquidation of the 


 


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Company; or (iv) the date of the consummation of  the sale or disposition by the Company of all
or substantially all the Company’s assets.


 


(c)                                  Disability. 
For purposes of this Agreement, “Disability” means the inability of
Executive, due to a physical or mental impairment, to perform the essential
functions of Executive’s position, with or without reasonable accommodation,
for a period of ninety (90) days. 
Whether Executive is disabled will be determined by the Company based on
evidence provided by one or more physicians selected by the Company.


 


(d)                                 Good Reason Termination. 
For purposes of this Agreement, “Good Reason Termination” means
Executive’s termination of employment within ninety (90) days following the end
of the Cure Period (as defined below) as a result of the occurrence of any of
the following without the Executive’s consent: (i) a material diminution
in Executive’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 Executive’s
authority, duties, or responsibilities; (iii) a material diminution in the
authority, duties, or responsibilities of the supervisor to whom Executive is
required to report, including a requirements that Executive report to a corporate
officer or employee instead of reporting directly to the Board; (iv) a
material diminution in the budget over which Executive retains authority; (v) a
material change in the geographic location at which Executive 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 (vi) any other action or
inaction that constitutes a material breach by the Company of this Agreement;
provided, however, that Executive 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.


 


(e)                                  Section 409A.  
For the purposes of this Agreement, “Section 409A” means Section 409A
of the Code and any final regulations and guidance promulgated thereunder, as
they each may be amended from time to time.


 


(f)                                    Section 409A Limit. 
For the purposes of this Agreement, “Section 409A Limit” means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate
of pay paid to Executive during the
Company’s taxable year preceding the Company’s taxable year of Executive’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 Executive’s employment is terminated.


 


(g)                                 Severance Payments. 
For purposes of this Agreement, “Severance Payments” shall mean payments in cash, and
less all applicable withholding taxes, equal to the sum of (i) twelve (12)
months of the Executive’s Base Salary, as then in effect, for any terminations
pursuant to Section 6(a), or fifteen (15) months of the Executive’s Base
Salary, as then in effect, for any terminations pursuant to Section 6(c),
and (ii) the Target Bonus for the fiscal year in which such termination of
employment occurs, pro-rated to the date of termination (less applicable
withholding taxes).  The pro rata portion
of the Target Bonus will be calculated by multiplying the applicable 


 


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year’s Target Bonus by a fraction with a numerator equal to the number
of days inclusive between the start of the current calendar year and the date
of termination and a denominator equal to 365.


 


(h)                                 Successor.  For purposes
of this Agreement, “Successor” means any person, firm, corporation or other
business entity which at any time, whether by purchase, merger or otherwise,
directly or indirectly acquires all or substantially all of the assets or
business of the Company.


 


8.                                       Confidential Information. 
Executive covenants that he has executed the Company’s standard
Confidential Information and Invention Assignment Agreement (the “Confidential
Information Agreement”) and such agreement is and will remain in full force and
effect upon continuing employment with the Company as its Chief Executive
Officer.  Executive further agrees to
sign any future amendments to the Confidential Information Agreement provided
that such amendment is also signed by a majority of the officers of the
Company.


 


9.                                       Conditional
Nature of Severance Payments.


 


(a)                                  Noncompete.  Executive acknowledges that the nature of the
Company’s business is such that if Executive were to become employed by, or
substantially involved in, the business of a competitor of the Company during
the twelve (12) months following the termination of Executive’s employment with
the Company, it would be very difficult for Executive not to rely on or use the
Company’s trade secrets and confidential information.  Thus, to avoid the inevitable disclosure of
the Company’s trade secrets and confidential information, and as a condition of
the Company’s obligation to pay Executive any amounts or benefits under this Section 9,
Executive agrees and acknowledges that Executive’s right to receive the
severance payments set forth in Section 6 (to the extent Executive is
otherwise entitled to such payments) will be conditioned upon Executive not
directly or indirectly engaging in (whether as an employee, consultant, agent,
proprietor, principal, partner, shareholder, corporate officer, director or
otherwise), nor having any ownership interested in or participating 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.  Upon any breach of this section, all
severance payments pursuant to this Agreement will immediately cease.


 


(b)                                 Non-Solicitation. 
Until the date twelve (12) months after the termination of Executive’s
employment with the Company for any reason, Executive agrees and acknowledges
that Executive’s right to receive the severance payments set forth in Section 6
(to the extent Executive is otherwise entitled to such payments) will be
conditioned upon Executive not either directly or indirectly soliciting,
inducing, attempting to hire, recruiting, encouraging, taking away, hiring any
employee of the Company or causing an employee to leave his or her employment
either for Executive or for any other entity or person.


 


(c)                                  Consequences of Breach of Section 9(a) or
9(b).  Executive agrees and acknowledges that upon
any breach by Executive of either Section 9(a) or (b), the Company
will have the right (i) to terminate all severance benefits set forth in
this Agreement; (ii) to seek reimbursement from Executive for all
severance payments previously made to Executive pursuant to this Agreement;
(iii) to reclaim ownership of any shares of Common Stock owned by
Executive for


 


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which vesting was accelerated pursuant to this
Agreement; and (iv) to immediately cancel all outstanding Options held by
Executive.


 


(d)                                 Understanding of Covenants. 
Executive represents that he (i) is familiar with the foregoing
covenants not to compete and not to solicit, and (ii) is fully aware of
his obligations hereunder, including, without limitation, the reasonableness of
the length of time, scope and geographic coverage of these covenants.


 


10.                                 Excise Tax.  In the event
that the benefits provided for in this Agreement constitute “parachute payments”
within the meaning of Section 280G of the Code of 1986, as amended (the “Code”)
and will be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then Executive’s severance benefits payable under the terms
of this Agreement 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 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 Executive 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 Executive and the
Company agree otherwise in writing, the determination of Executive’s Excise Tax
liability, if any, and the amount, if any, required to be paid under this Section 10
will be made in writing by BDO Seidman or by a national “Big Four” accounting
firm (the “Accountants”).  For purposes
of making the calculations required by this Section 10, 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.  Executive and the Company agree to furnish
such information and documents as the Accountants may reasonably request in
order to make a determination under this Section 10.  The Company will bear all costs the
Accountants may incur in connection with any calculations contemplated by this Section 10.


 


11.                                 Assignment.  This
Agreement will be binding upon and inure to the benefit of (a) the heirs,
executors and legal representatives of Executive upon Executive’s death and (b) any
Successor of the Company.  Any Successor
of the Company will be deemed substituted for the Company under the terms of
this Agreement for all purposes.  None of
the rights of Executive to receive any form of compensation payable pursuant to
this Agreement may be assigned or transferred except by will or the laws of
descent and distribution.  Any other
attempted assignment, transfer, conveyance or other disposition of Executive’s
right to compensation or other benefits will be null and void.


 


12.                                 Notices.  All notices,
requests, demands and other communications called for hereunder will be in
writing and will be deemed given (a) on the date of delivery if delivered
personally; (b) one (1) day after being sent by a well
established commercial overnight service; or (c) four (4) days
after being mailed by registered or certified mail, return receipt requested,
prepaid and addressed to the parties or their successors at the following
addresses, or at such other addresses as the parties may later designate in
writing:


 


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If to the Company:


 


Catalyst Semiconductor, Inc.


2975 Stender Way


Santa Clara, CA  95959-3214


Attn:  Chairman of the Board of Directors


 


If to Executive:


 


at the last residential address known by the Company.


 


13.                                 Severability. 
In the event that any provision hereof becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, this Agreement
will continue in full force and effect without said provision.


 


14.                                 Arbitration.


 


(a)                                  General.  In
consideration of Executive’s service to the Company, its promise to arbitrate
all employment related disputes and Executive’s receipt of the compensation,
pay raises and other benefits paid to Executive by the Company, at present and
in the future, Executive agrees that any and all controversies, claims, or
disputes with anyone (including the Company and any employee, officer,
director, shareholder or benefit plan of the Company in their capacity as such
or otherwise) arising out of, relating to, or resulting from Executive’s
service to the Company under this Agreement or otherwise or the termination of
Executive’s service with the Company, including any breach of this Agreement,
will be subject to binding arbitration under the Arbitration Rules set
forth in California Code of Civil Procedure Section 1280 through 1294.2,
including Section 1283.05 (the “Rules”) and pursuant to California law.
Disputes which Executive agrees to arbitrate, and thereby agrees to waive any
right to a trial by jury, include any statutory claims under state or federal
law, including, but not limited to, claims under Title VII of the Civil Rights
Act of 1964, the Americans with Disabilities Act of 1990, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
Act, the Worker Adjustment and Retraining Notification Act, the California Fair
Employment and Housing Act, the Family and Medical Leave Act, the California
Family Rights Act, the California Labor Code, claims of harassment,
discrimination or wrongful termination and any statutory claims. Executive
further understands that this Agreement to arbitrate also applies to any
disputes that the Company may have with Executive.


 


(b)                                 Procedure.  Executive
agrees that any arbitration will be administered by Judicial Arbitration &
Mediation Services, Inc. (“JAMS”) and that a neutral arbitrator will be
selected in a manner consistent with its Employment Arbitration Rules &
Procedures (the “JAMS Rules”).  The
arbitration proceedings will allow for discovery according to the rules set
forth in the JAMS Rules or California Code of Civil
Procedure.  Executive agrees
that the arbitrator will have the power to decide any motions brought by any
party to the arbitration, including motions for summary judgment and/or
adjudication and motions to dismiss and demurrers, prior to any arbitration
hearing.  Executive agrees that the
arbitrator will issue a written decision on the merits.  Executive also agrees that the arbitrator
will have the power to award any remedies, including attorneys’ fees and costs,
available under applicable law. 
Executive and the Company agree that the Company will pay for any
administrative or hearing fees charged by the arbitrator or JAMS except


 


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that Executive will pay any filing fees associated
with any arbitration that Executive initiates, but only so much of the filing
fees as Executive would have instead paid had Executive filed a complaint in a
court of law.  Executive agrees that the
arbitrator will administer and conduct any arbitration in a manner consistent
with the Rules and that to the extent that the JAMS Rules conflict
with the Rules, the Rules will take precedence.  The Company and Executive agree that the
arbitration proceedings will take place in San
Francisco or San Jose, California.


 


(c)           Remedy.  Except as provided by the Rules, arbitration
will be the sole, exclusive and final remedy for any dispute between Executive
and the Company.  Accordingly, except as
provided for by the Rules, neither Executive nor the Company will be permitted
to pursue court action regarding claims that are subject to arbitration.  Notwithstanding, the arbitrator will not have
the authority to disregard or refuse to enforce any lawful Company policy, and the
arbitrator will not order or require the Company to adopt a policy not
otherwise required by law which the Company has not adopted.


 


(d)           Availability
of Injunctive Relief.  In addition to
the right under the Rules to petition the court for provisional relief,
Executive agrees that any party may also petition the court for injunctive
relief where either party alleges or claims a violation of this Agreement or
the Confidentiality Agreement or any other agreement regarding trade secrets,
confidential information, nonsolicitation or Labor Code §2870.  In the event either party seeks injunctive
relief, the prevailing party will be entitled to recover reasonable costs and
attorneys fees.


 


(e)           Administrative
Relief.  Executive understands that
this Agreement does not prohibit Executive from pursuing an administrative
claim with a local, state or federal administrative body such as the Department
of Fair Employment and Housing, the Equal Employment Opportunity Commission or
the workers’ compensation board.  This Agreement
does, however, preclude Executive from pursuing court action regarding any such
claim.


 


(f)            Voluntary
Nature of Agreement.  Executive
acknowledges and agrees that Executive is executing this Agreement voluntarily
and without any duress or undue influence by the Company or anyone else.  Executive further acknowledges and agrees
that Executive has carefully read this Agreement and that Executive has asked
any questions needed for Executive to understand the terms, consequences and
binding effect of this Agreement and fully understand it, including that
Executive is waiving Executive’s right to a jury trial.  Finally, Executive agrees that Executive has
been provided an opportunity to seek the advice of an attorney of Executive’s
choice before signing this Agreement.


 


15.           Integration.  This Agreement, together with the Company’s
stock option plan, any stock option agreements and the Confidential Information
Agreement represents the entire agreement and understanding between the parties
as to the subject matter herein and supersedes all prior or contemporaneous
agreements whether written or oral, including, but not limited to, the Original
Agreement.  No waiver, alteration, or
modification of any of the provisions of this Agreement will be binding unless
in writing and signed by duly authorized representatives of the parties hereto.


 


16.           Tax
Withholding.  All payments made
pursuant to this Agreement will be subject to withholding of applicable taxes.


 


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17.           Governing
Law.  This Agreement will be governed
by the laws of the State of California (with the exception of its conflict of
laws provisions).


 


18.           Acknowledgment.  Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and has carefully read and fully
understands all the provisions of this Agreement, and is knowingly and
voluntarily entering into this Agreement.


 


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IN WITNESS WHEREOF, each
of the parties has executed this Agreement, in the case of the Company by their
duly authorized officers, as of the day and year first above written.


 


 


	
  COMPANY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CATALYST SEMICONDUCTOR,
  INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  Henry C. Montgomery

  	
   

  	
   

  	
   

  
	
   

  	
  Chairman of the Board of Directors

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
  Gelu Voicu

  	
   

  	
   

  	
   

  



 


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