Exhibit 10.14


QUICKLOGIC CORPORATION


 


CHANGE OF CONTROL SEVERANCE AGREEMENT


 


This Change of Control
Severance Agreement (the “Agreement”) is made and entered into effective as of                            ,
200   (the “Effective Date”), by and between [CEO] (the “Employee”)
and QuickLogic Corporation, a Delaware corporation (the “Company”).  Certain capitalized terms used in this
Agreement are defined in Section 1 below.


 


R E C I T A L S


 


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 Employee and can
cause the Employee to consider alternative employment opportunities.


 


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


 


C.          In order to provide the Employee 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 Employee with certain severance
benefits upon the Employee’s termination of employment following a Change of
Control.


 


AGREEMENT


 


In consideration of the
mutual covenants herein contained and the continued employment of Employee 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) any act of
personal dishonesty taken by the Employee in connection with his
responsibilities as an employee which is intended to result in substantial
personal enrichment of the Employee, (ii) Employee’s conviction of a
felony which the Board reasonably believes has had or will have a material
detrimental effect on the Company’s reputation or business, (iii) a
willful act by the Employee which constitutes misconduct and is injurious to
the Company, or (iv) continued willful violations by the Employee of the
Employee’s obligations to the Company after there has been delivered to the
Employee a written demand for performance from the Company which describes the
basis for the Company’s belief that the Employee has not substantially
performed his duties, and a period of thirty (30) days following the date of
delivery of such written demand for the Employee to cure such violations.


 


 

















 


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


 


(i)          the approval by stockholders of the
Company of 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 (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;


 


(ii)         the approval by the stockholders of the
Company of a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially all of the
Company’s assets;


 


(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 50% or more of the total voting power represented by the Company’s
then outstanding voting securities; or


 


(iv)       a change in the composition of the Board,
as a result of which fewer than a majority of the directors are Incumbent
Directors.  “Incumbent Directors” shall
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 those directors whose election
or nomination was not in connection with any transactions described in
subsections (i), (ii), or (iii) or in connection with an actual or
threatened proxy contest relating to the election of directors of the Company.


 


(c)         Involuntary Termination.  “Involuntary Termination” shall mean (i) without
the Employee’s express written consent, a significant reduction of the Employee’s
duties, position or responsibilities relative to the Employee’s duties,
position or responsibilities in effect immediately prior to such reduction, or
the removal of the Employee from such position, duties and responsibilities,
unless the Employee is provided with comparable duties, position and
responsibilities; (ii) without the Employee’s express written consent, a
substantial reduction, without good business reasons, of the facilities and
perquisites (including office space and location) available to the Employee
immediately prior to such reduction; (iii) without the Employee’s express
written consent, a reduction by the Company of the Employee’s base or target
incentive cash compensation as in effect immediately prior to such reduction; (iv) without
the Employee’s express written consent, a material reduction by the Company in
the kind or level of employee benefits to which the Employee is entitled
immediately prior to such reduction with the result that the Employee’s overall
benefits package is significantly reduced; (v) without the Employee’s
express written consent, the relocation of the Employee to a facility or a
location more than fifty (50) miles from his current location; (vi) any
purported termination of the Employee by the Company which is not effected for
Cause or for which the grounds relied upon are not valid; or (vii) the
failure of the Company to obtain the assumption of this Agreement by any
successors contemplated in Section 6 below ; provided, however, that
such events shall not constitute grounds for an Involuntary Termination 


 


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unless
the Employee has provided notice to the Company of the existence of the one or
more of the above conditions within 90 days of its initial existence and the
Company has been provided at least 30 days to remedy the condition.


 


(d)        Severance Benefits Period.  “Severance Benefits Period” shall mean a
period of twenty-four (24) months following the Termination Date.


 


(e)         Termination Date.  “Termination Date” shall mean the effective
date of any notice of termination delivered by one party to the other hereunder
(so long as such date coincides with or is subsequent to the delivery date of
such notice).


 


2.          Term of Agreement.  This Agreement shall terminate upon the date
that all obligations of the parties hereto under this Agreement have been
satisfied or, if earlier, on the date, prior to a Change of Control, Employee
is no longer employed by the Company.


 


3.          At-Will Employment.  The Company and the Employee acknowledge that
the Employee’s employment is and shall continue to be at-will, as defined under
applicable law.  If the Employee’s
employment terminates for any reason, the Employee shall not be entitled to any
payments, benefits, damages, awards or compensation other than as provided by
this Agreement, or as may otherwise be established under the Company’s then
existing employee benefit plans or policies at the time of termination.


 


4.          Severance Benefits.


 


(a)         Termination Following A Change of
Control.  If the Employee’s
employment with the Company terminates as a result of an Involuntary
Termination at any time three (3) months prior to, or twelve (12) months
after, a Change of Control, Employee shall be entitled to the following
severance benefits provided that Employee enters into and does not revoke a
general release of claims with the Company in substantially the form attached
hereto as Exhibit A within two and one-half months from the date of such
termination of employment:


 


(i)          Employee’s base salary for the Severance
Benefits Period as in effect as of the date of such termination (or if greater,
as in effect immediately prior to the Change of Control), less applicable
withholding, payable in a lump sum within thirty (30) days of the Involuntary
Termination;


 


(ii)         Employee’s incentive cash compensation
computed at 100% of target for the Severance Benefits Period as in effect as of
the date of such termination (or if greater, as in effect immediately prior to
the Change of Control), less applicable withholding, payable in a lump sum
within thirty (30) days of the Involuntary Termination;


 


(iii)        One hundred percent (100%) of any
incentive cash compensation or bonus declared prior to the date of any such
termination for the Employee but not yet paid, if any;


 


(iv)       All stock options, restricted stock
units, restricted stock and other equity compensation awards granted by the
Company to the Employee prior to the Change of Control shall become fully
vested and exercisable as of the date of the termination and, with respect 


 


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to stock options, will
remain exercisable for the lesser of three (3) months following the Termination
Date or the original full stock option term, notwithstanding any shorter period
stated in the stock option agreements and;


 


(v)        If Employee elects to continue his benefits
under the Company’s group health, dental, and/or vision plans through COBRA,
the Company shall reimburse the cost of COBRA continuation coverage for
Employee (and, where applicable, Employee’s dependents) over the Severance
Benefit Period (the “COBRA Continuation Payments”).  Employee will continue to pay the same
portion of the cost of such benefits as he currently pays as of the last day of
his employment with the Company, or, if lesser, the same portion of the cost of
such benefits as he paid immediately prior to the Change of Control.  The COBRA Continuation Payments will cease,
and the Company will have no further obligations with respect to the payment of
any premiums for continuation coverage to Employee, as of the earlier of (a) the
conclusion of the Severance Benefit Period; or (b) the cessation of
Employee’s COBRA eligibility.


 


(b)        Termination Apart from a Change of
Control.  If the Employee’s
employment with the Company terminates other than as a result of an Involuntary
Termination at any time three (3) months prior or twelve (12) months
following a Change of Control, then the Employee shall not be entitled to
receive severance or other benefits hereunder, but may be eligible for those
benefits (if any) as may then be established under the Company’s then existing
severance and benefits plans and policies at the time of such termination.


 


(c)         Accrued Wages and Vacation; Expenses.  Without regard to the reason for, or the
timing of, Employee’s termination of employment:  (i) the Company shall pay the Employee
any unpaid base salary and incentive cash compensation due for periods prior to
the Termination Date; (ii) the Company shall pay the Employee all of the
Employee’s accrued and unused vacation through the Termination Date; and (iii) following
submission of proper expense reports by the Employee, the Company shall
reimburse the Employee for all expenses reasonably and necessarily incurred by
the Employee 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.


 


(d)        Internal Revenue Code Section 409A.
Notwithstanding any other provision of this Agreement, if the Employee is a “specified
employee” under Internal Revenue Code Section 409A and a delay in making
any payment or providing any benefit under this Agreement is required by Code Section 409A
and any Treasury Regulations, and IRS guidance thereunder, or necessary in the
good faith judgment of the Company, to avoid the Employee incurring additional
tax under Section 409A, such payments or benefits shall not be paid or
provided until the end of six (6) months following the date of the
Employee’s separation from service in accordance with Code Section 409A.


 


5.          Limitation on Payments.  In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (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 Employee’s benefits under this Agreement shall be either delivered
in full, or 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 


 


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account the applicable
federal, state and local income taxes and the Excise Tax, results in the
receipt by Employee 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 Employee otherwise agree in writing, any determination required under this Section shall
be made in writing by a “Big Four” national accounting firm selected by the
Company (the “Accountants”), whose determination shall be conclusive and
binding upon the Employee and the Company for all purposes.  For purposes of making the calculations
required by this Section, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Section 280G and 4999
of the Code.  The Company and the
Employee shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination under this
Section.  The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations
contemplated by this Section.


 


6.          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.


 


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


 


7.          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 Employee, mailed notices
shall be addressed to him at the home address which he 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 or resignation of the
Employee shall be communicated by a notice of termination to the other party
hereto given in accordance with this 


 


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Section.  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 30 days after the giving of such
notice).  The failure by the Employee to
include in the notice any fact or circumstance which contributes to a showing
of Involuntary Termination shall not waive any right of the Employee hereunder
or preclude the Employee from asserting such fact or circumstance in enforcing
his rights hereunder.


 


8.          Arbitration.


 


(a)         Any dispute or controversy arising out
of, relating to, or in connection with this Agreement, or the interpretation,
validity, construction, performance, breach, or termination thereof, shall be
settled by binding arbitration to be held in Santa Clara County, California, in
accordance with the National Rules for the Resolution of Employment
Disputes then in effect of the American Arbitration Association (the “Rules”).  The arbitrator may grant injunctions or other
relief in such dispute or controversy. 
The decision of the arbitrator shall be final, conclusive and binding on
the parties to the arbitration.  Judgment
may be entered on the arbitrator’s decision in any court having jurisdiction.


 


(b)        The arbitrator(s) shall apply
California law to the merits of any dispute or claim, without reference to
conflicts of law rules.  The arbitration
proceedings shall be governed by federal arbitration law and by the Rules, without
reference to state arbitration law. 
Employee hereby consents to the personal jurisdiction of the state and
federal courts located in California for any action or proceeding arising from
or relating to this Agreement or relating to any arbitration in which the
parties are participants.


 


(c)         Employee understands that nothing in
this Section modifies Employee’s at-will employment status.  Either Employee or the Company can terminate
the employment relationship at any time, with or without Cause.


 


(d)        EMPLOYEE HAS READ AND UNDERSTANDS THIS
SECTION, WHICH DISCUSSES ARBITRATION. 
EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING
TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY,
CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING
ARBITRATION, CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL AND
RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING
CLAIMS:


 


(i)          ANY AND ALL CLAIMS FOR WRONGFUL
DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH
OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED;
NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR
INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL 


 


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INTERFERENCE WITH
CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.


 


(ii)         ANY AND ALL CLAIMS FOR VIOLATION OF ANY
FEDERAL, STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991,
THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR
EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et  seq;


 


(iii)        ANY AND ALL CLAIMS ARISING OUT OF ANY
OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.


 


9.          Miscellaneous Provisions.


 


(a)         No Duty to Mitigate.  The Employee 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 Employee 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 Employee and by an authorized officer of
the Company (other than the 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 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 and any outstanding equity
award agreements referenced herein represent the entire agreement and
understanding between the parties as to the subject matter herein and supersede
all prior or contemporaneous agreements, whether written or oral, with respect
to this Agreement and any equity award agreement.


 


(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.


 


(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.


 


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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 first above written.


 


	
  COMPANY:

  	
  QUICKLOGIC CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  
	
   

  	
  [CEO]

  
				



 


 


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EXHIBIT A


 


SETTLEMENT AGREEMENT AND RELEASE


 


This Settlement Agreement
and Release (“Agreement”) is made by and between QuickLogic Corporation (the “Company”),
and [EMPLOYEE] (“Employee”).


 


WHEREAS, Employee was
employed by the Company;


 


WHEREAS, the Company and
Employee have entered into a Change of Control Severance Agreement (the “Severance
Agreement”);


 


NOW THEREFORE, in
consideration of the mutual promises made herein, the Company and Employee
(collectively referred to as “the Parties”) hereby agree as follows:


 


1.          Termination.  Employee’s employment from the Company
terminated on                                         .


 


2.          Consideration.  The Company agrees to pay Employee the
severance benefits set forth in Section 4 of the Severance Agreement under
the terms and conditions of the Severance Agreement.


 


3.          Confidential Information.  Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company.  Employee shall return all Company property
and confidential and proprietary information in his possession to the Company
on the Effective Date of this Agreement.


 


4.          Payment of Salary.  Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee.


 


5.          Release of Claims.  Employee agrees that the foregoing
consideration represents settlement in full of all outstanding obligations owed
to Employee by the Company.  Employee, on
behalf of himself and his respective heirs, family members, executors and
assigns, hereby fully and forever releases the Company and its past, present
and future officers, agents, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, parents, predecessor and
successor corporations, and assigns, from, and agrees not to sue or otherwise
institute or cause to be instituted any legal or administrative proceedings
concerning any claim, duty, obligation or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or
unsuspected, that he may possess arising from any omissions, acts or facts that
have occurred up until and including the Effective Date of this Agreement
including, without limitation,


 


a.          any and all claims relating to or
arising from Employee’s employment relationship with the Company and the
termination of that relationship;


 


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b.          any and all claims relating to, or
arising from, Employee’s right to vest in equity awards, right to purchase or
actual purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under
any state or federal law;


 


c.          any and all claims for wrongful
discharge of employment; termination in violation of public policy;
discrimination; breach of contract, both express and implied; breach of a
covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; negligent
or intentional misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; unfair business practices;
defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; and conversion;


 


d.          any and all claims for violation of
any federal, state or municipal statute, including, but not limited to,
Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement
Income Security Act of 1974, the Worker Adjustment and Retraining Notification
Act, the California Fair Employment and Housing Act, and Labor Code
section 201, et  seq.
and section 970, et  seq. and all amendments to each such Act as well as the
regulations issued thereunder;


 


e.          any and all claims for violation of
the federal, or any state, constitution;


 


f.           any and all claims arising out of any
other laws and regulations relating to employment or employment
discrimination;  and


 


g.          any and all claims for attorneys’ fees
and costs.


 


6.          Employee agrees that the release set
forth in this section shall be and remain in effect in all respects as a
complete general release as to the matters released.  This release does not extend to any
obligations incurred under this Agreement. 
Employee acknowledges and agrees that any breach of this paragraph shall
constitute a material breach of the Agreement and in the case of a breach by
Employee, shall entitle the Company immediately to recover the monetary
consideration discussed in paragraph two (2) above.  Employee shall also be responsible to the
Company for all costs, attorneys’ fees and any and all damages incurred by the
Company (a) enforcing the obligation, including the bringing of any suit
to recover the monetary consideration, and (b) defending against a claim
or suit brought or pursued by Employee in violation of this provision.


 


7.          Acknowledgment of Waiver of Claims
under ADEA.  Employee acknowledges
that he is waiving and releasing any rights he may have under the Age Discrimination
in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing
and voluntary.  Employee and the Company
agree that this waiver and release does not apply to any rights or claims that
may arise under the ADEA after the Effective Date of this Agreement.  Employee acknowledges that the consideration
given for this waiver and release Agreement is in addition to anything of value
to which Employee was already entitled. 
Employee further acknowledges that he has been advised by this writing
that (a) he should consult with an attorney prior to executing this
Agreement; (b) he has 


 


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twenty-one (21) days
within which to consider this Agreement; (c) he has seven (7) days
following the execution of this Agreement by the parties to revoke the
Agreement; and (d) this Agreement shall not be effective until the
revocation period has expired.  Any
revocation should be in writing and delivered to the Secretary of QuickLogic
Corporation at 1277 Orleans Drive, Sunnyvale, CA 94089 by close of business on
the seventh day from the date that Employee signs this Agreement.


 


8.          Civil Code Section 1542.  Employee represents that he is not aware of
any claims against the Company other than the claims that are released by this
Agreement.  Employee acknowledges that he
has been advised by legal counsel and is familiar with the provisions of
California Civil Code Section 1542, which provides as follows:


 


A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


9.          Employee, being aware of said code
section, agrees to expressly waive any rights he may have thereunder, as well
as under any other statute or common law principles of similar effect.


 


10.        No Pending or Future Lawsuits.  Employee represents that he has no lawsuits,
claims, or actions pending in his name, or on behalf of any other person or
entity, against the Company or any other person or entity referred to
herein.  Employee also represents that he
does not intend to bring any claims on his own behalf or on behalf of any other
person or entity against the Company or any other person or entity referred to
herein.


 


11.        Application for Employment.  Employee understands and agrees that, as a
condition of this Agreement, he shall not be entitled to any employment with
the Company, its subsidiaries, or any successor, and he hereby waives any
right, or alleged right, of employment or re-employment with the Company.


 


12.        Confidentiality.  Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as “Settlement Information”).  Employee agrees to take every reasonable
precaution to prevent disclosure of any Settlement Information to third
parties, and agrees that there will be no publicity, directly or indirectly,
concerning any Settlement Information. 
Employee agrees to take every precaution to disclose Settlement
Information only to those attorneys, accountants, governmental entities, and family
members who have a reasonable need to know of such Settlement Information.


 


13.        No Cooperation.  Employee agrees he will not act in any manner
that might damage the business of the Company. 
Employee agrees that he will not counsel or assist any attorneys or
their clients in the presentation or prosecution of any disputes, differences,
grievances, claims, charges, or complaints by any third party against the
Company and/or any officer, director, employee, agent, representative,
shareholder or attorney of the Company, unless under a subpoena or other court
order to do so.


 


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14.        Non-Disparagement.  Employee agrees to refrain from any
defamation, libel or slander of the Company and its respective officers,
directors, employees, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corporations, and assigns or
tortious interference with the contracts and relationships of the Company and
its respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.


 


15.        No Admission of Liability.  Employee understands and acknowledges that
this Agreement constitutes a compromise and settlement of disputed claims.  No action taken by the Company, either
previously or in connection with this Agreement shall be deemed or construed to
be (a) an admission of the truth or falsity of any claims heretofore made
or (b) an acknowledgment or admission by the Company of any fault or
liability whatsoever to the Employee or to any third party.


 


16.        Costs.  The Parties shall each bear their own costs,
expert fees, attorneys’ fees and other fees incurred in connection with this
Agreement.


 


17.        Arbitration.  The Parties agree that any and all disputes
arising out of the terms of this Agreement, their interpretation, and any of
the matters herein released, including any potential claims of harassment,
discrimination or wrongful termination shall be subject to binding arbitration,
to the extent permitted by law, in Santa Clara County, California, before the
American Arbitration Association under its National Rules for the
Resolution of Employment Disputes.  Employee agrees and hereby waives his right to jury trial as to matters
arising out of the terms of this Agreement and any matters herein released to
the extent permitted by law. 
The Parties agree that the prevailing party in any arbitration shall be
entitled to injunctive relief in any court of competent jurisdiction to enforce
the arbitration award.


 


18.        Authority.  Employee represents and warrants that [he/she] has the capacity to act on [his/her]
own behalf and on behalf of all who might claim through [him/her]
to bind them to the terms and conditions of this Agreement.


 


19.        No Representations.  Employee represents that he has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement.  Neither party has relied upon any
representations or statements made by the other party hereto which are not
specifically set forth in this Agreement.


 


20.        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 shall continue in full force and effect
without said provision.


 


21.        Entire Agreement.  This Agreement, the Change of Control
Severance Agreement, the equity award agreements and the Confidentiality
Agreement represent the entire agreement and understanding between the Company
and Employee concerning Employee’s separation from the Company, and supersede
and replace any and all prior agreements and understandings concerning Employee’s
relationship with the Company and his compensation by the Company.


 


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22.        No Oral Modification.  This Agreement may only be amended in writing
signed by Employee and an approved executive officer of the Company.


 


23.        Governing Law.  This Agreement shall be governed by the
internal substantive laws, but not the choice of law rules, of the State of
California.


 


24.        Effective Date.  This Agreement is effective eight (8) days
after it has been signed by both Parties.


 


25.        Counterparts.  This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of
each of the undersigned.


 


26.        Voluntary Execution of Agreement.  This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto, with the full intent of releasing all claims.  The Parties acknowledge that:


 


a.          They have read this Agreement;


 


b.          They have been represented in the
preparation, negotiation, and execution of this Agreement by legal counsel of
their own choice or that they have voluntarily declined to seek such counsel;


 


c.          They understand the terms and
consequences of this Agreement and of the releases it contains; and


 


d.          They are fully aware of the legal and
binding effect of this Agreement.


 


IN WITNESS WHEREOF, the
Parties have executed this Agreement on the respective dates set forth below.


 


	
   

  	
  [THE COMPANY]

  
	
   

  	
   

  
	
  Dated: [DATE]

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  [EMPLOYEE NAME], an individual

  
	
   

  	
   

  
	
  Dated: [DATE]

  	
   

  



 


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