Exhibit 10.28


 


MoSys, Inc.


755 N. Mathilda Ave.


Suite 100


Sunnyvale, California  94085


 


February 21,
2008


 


Didier
Lacroix


 


Dear
Didier:


 


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


 


As VP of Sales, you will report directly to the
Company’s CEO and President.  Your
starting salary will be approximately $8,333 semi-monthly ($200,000 on an
annualized basis) for this exempt position. 
You will also be eligible for a sales incentive compensation plan (a “Sales
Plan”), such Sales Plan to be mutually agreed upon by you and the Company’s CEO
and President.  For fiscal year 2008,
your targeted incentive compensation under the Sales Plan will be $100,000
payable as follows:  1) a $25,000
non-recoverable draw for the first quarter of 2008, which will be paid on March 15,
2008, and 2) $25,000 per calendar quarter beginning with the second quarter
based on the achievement of bookings/sales goals for each of the remaining
three fiscal quarters of 2008.  Your base
salary and earned incentive compensation will be paid in accordance with the
Company’s normal payroll procedures and will be subject to applicable
withholding required by law.


 


In addition, you will be granted an option to
purchase 262,500 shares of the Company’s common stock, subject to approval by
the Compensation Committee of the board of directors and your execution of the
Company’s standard form of stock option agreement.  The options will vest 25% at the end of one
year of employment and the remaining shares in thirty-six equal monthly
installments thereafter, subject in all events to your continuous employment by
the Company.  The per share exercise
price of the 


 

















 


option shall be the fair
market value of the Company’s common stock on the date of grant.  These options will be granted as new
employment inducement grants under the NASDAQ Marketplace Rules and not
pursuant to the Company’s existing option plan.


 


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


 


In
the event of the termination of your employment without Cause (defined below)
by the Company, you will be entitled to severance of six months of base salary
and medical benefit coverage for six 
months following the date of termination of your employment (the “Severance’).
In addition, you will also be eligible to receive incentive compensation payments
for sales objectives achieved before the date of the termination of your
employment, subject to the Company having collected the amounts due from
customers to which such incentive compensation payments pertain, during the six
month period subsequent to the date of your termination. You shall not be
entitled to the Severance if your employment terminates during the first 90
days of your employment.  In order to
receive the Severance, you will have to execute the Company’s standard form of
release agreement as then in effect. 
Under this Agreement, “Cause” means a good faith determination by me
and/or the Board of Directors that your employment has been terminated for any
of the following reasons:  (i) willful
act of fraud, embezzlement, dishonesty or other misconduct that materially
damages the Company; (ii) continued failure to perform your duties to the
Company, to follow Company policy as set forth in writing from time to time, or
to follow the legal directives of your supervisor, in each case in a manner
that results in material damage to the Company, that is not corrected within 30
days following written notice thereof to you by the Company; (iii) misappropriation
of any material assets of the Company; (iv) conviction of, or a plea of “Guilty”
or “no contest” to, a felony under the laws of the United States or any state
thereof; (v) willful and material breach of any agreement with the
Company, that is not corrected within 30 days following written notice thereof
to you by the Company; and/or (vi) willful use or unauthorized disclosure
of any proprietary information or trade secrets of the Company or any other
party to whom you owe an obligation of nondisclosure as a result of your
relationship with the Company.


 


You
also will be eligible to participate in the Company’s  employee
benefit plans, including our standard major medical, dental, life, short and
long term disability, vision insurance benefits, our flexible benefit plan,
paid holidays, personal time off (PTO) and 401(k) plan.  You will be eligible for a $500 monthly car
allowance. You will be reimbursed on a regular basis for reasonable, necessary
and properly documented business and travel expenses incurred for the purpose
of conducting the Company’s business.


 


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


 


2

















 


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


 


To indicate your acceptance of the Company’s
offer, please sign and date this Agreement in the space provided below and
return it to me.  This offer will expire today,
Thursday, February 21, 2008 at 5:00 p.m.


 


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


 


 


	
  Sincerely,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Len Perham

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Len
  Perham

  
	
   

  	
   

  	
  President &
  CEO

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED TO

  	
   

  	
   

  
	
  This
      21st       day of
  February 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Didier Lacroix

  	
   

  	
   

  
	
  Didier
  Lacroix

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Start
  date: February 21, 2008

  	
   

  	
   

  



 


3