Exhibit 10.13


 


EMPLOYMENT
AGREEMENT AND RELEASE


 


This Employment Agreement
and Release (“Agreement”) is voluntarily entered into between MoSys, Inc.,
a Delaware corporation, (“Employer”) and Chet Silvestri for himself and for
each of his representatives, heirs, successors and assigns (collectively
referred to as “Employee”).  Employer and
Employee, agrees as follows:


 


1.             Employee hereby resigns as Employer’s Chief Executive
Officer and President and a member of Employer’s board of directors effective
as of the close of business on the date of this Agreement.


 


2.             Employer and Employee agree that, subject to the terms
of this Agreement, Employee will remain employed by Employer until May 31,
2008, and will be paid a semi-monthly amount of $7,638.89, which is two-thirds
of Employee’s current base pay (referred to as the “Continuation Salary”), net
of all applicable withholdings required by law. 
Employee shall continue to receive Employer’s standard employee fringe
benefits and will remain subject to all employment policies and procedures of
Employer.  Employer and Employee
acknowledge that on July 27, 2005, Employer granted to Employee an option
to purchase 750,000 shares of common stock pursuant to Employer’s Amended and
Restated 2000 Stock Option and Equity Incentive Plan (the “Amended 2000 Plan”).  Employer and Employee agree that
notwithstanding any provisions of the Amended 2000 Plan or the stock option
agreement(s) between Employer and Employee to the contrary, such option to
purchase 750,000 shares will cease vesting as of the date of this
Agreement.  Employer and Employee agree
further that Employee will have 90 days from the date of termination of his
employment or other services with Employer in which to exercise the vested
portion of such option, in accordance with the terms of the stock option
agreement(s).  In the event Employee
accepts employment with another employer prior to May 31, 2008, his
employment with the Company will terminate immediately, and he will become a
consultant to be available to the Company upon request from time to time at the
same rate of pay until May 31, 2008.


 


3.             In exchange for the Continuation Salary and continued
employment through May 31, 2008, Employee releases and forever discharges
Employer, and each of its past, present and future directors, officers,
employees, agents, insurers, attorneys, predecessors, successors, assigns,
transferees and related entities (collectively hereinafter the “Company”) from any
and all claims, rights, demands, actions, obligations, liabilities and causes
of action, whether asserted or whatsoever, known or unknown, which he has or
has had against any of the Company from the beginning of time until the date of
execution of this Agreement (collectively referred to as “Claims”).


 


4.             Without limiting the generality of
Paragraph 3, Employee hereby releases, acquits and forever discharges  the Company from and against any Claims
arising from or in any way connected with or relating to his employment with
Employer or the termination of his employment with Employer, or his
relationships as an officer, option holder or holder of shares


 


 

















 


of
common stock  of Employer, including, but
not limited to, (i) Claims
arising under any state or federal statute regarding employment discrimination
or termination, including but not limited to Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act, the California Fair
Employment and Housing Act, the California Labor Code, the Worker Adjustment
and Retraining Notification Act (WARN), and the Americans with Disabilities
Act, (ii) Claims for wrongful discharge, unjust dismissal, or constructive
discharge,  (iii) claims for breach
of any alleged oral, written or implied contract of employment, (iv) Claims
for salary or severance payments other than those set forth in
this Agreement, (v) claims for employment benefits, except as set forth in
this Agreement; (vi) Claims for attorneys’ fees, costs, and damages of all
types, (vii) any and all Claims sounding in tort, including without
limitation, defamation or infliction of emotional distress or his relationships
as an officer or stockholder of the Company (viii) Claims for shares of
stock or other equity interests  in
Employer  or rights to acquire any such
shares or other equity interests; (ix) Claims related to ownership of or
other rights regarding intellectual property in any form, including, without
limitation, any patents, trademarks or copyrights: and (x) any other
claims under federal, state or local statute, law, rule or regulation.


 


Nothing in this Agreement,
however, will affect or limit: (i) rights created by this Agreement, (ii) any
vested rights that Employee may have in any Employer-sponsored pension or 401(k) savings
plan as of the time of the termination of his employment with Employer, (iii) Employee’
s rights to continue group health care coverage under COBRA, (iv) any
right Employee may have to receive workers’ compensation benefits for any
work-related injuries; (v) any right Employee may have to receive
unemployment insurance benefits; (vi) any right to indemnity under the
Indemnification Agreement dated as of [July 26, 2007] with respect to any
occurrence prior to the date of this Agreement; and (vi) any rights or
claims that may arise after the date this Agreement is executed.


 


5.             EMPLOYEE ACKNOWLEDGES THAT THIS RELEASE INCLUDES A
RELEASE OF ANY AND ALL CLAIMS HE HAS OR MAY HAVE UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (“A.D.E.A.”), THAT HE HAS THE RIGHT TO
CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE, AND THAT HE HAS BEEN
ADVISED BY EMPLOYER TO DO SO.  EMPLOYEE
ALSO UNDERSTANDS THAT HE HAS A PERIOD OF UP TO TWENTY-ONE (21) DAYS TO CONSIDER
THE TERMS OF THIS RELEASE BEFORE SIGNING IT, IF HE DESIRES, THAT HE MAY REVOKE
THIS RELEASE TO THE EXTENT THAT HE RELEASES CLAIMS BY IT UNDER THE A.D.E.A. AT
ANY TIME WITHIN SEVEN (7) DAYS FOLLOWING HIS SIGNING OF THIS RELEASE, AND
THAT TO THE EXTENT THAT HE RELEASES ANY RIGHTS OR CLAIMS HE MAY HAVE UNDER
A.D.E.A., THIS RELEASE DOES NOT BECOME ENFORCEABLE OR EFFECTIVE AGAINST THOSE
CLAIMS UNTIL THE EXPIRATION OF THE SEVEN-DAY PERIOD FOLLOWING HIS SIGNING OF
THE RELEASE.  THE RELEASE MAY NOT BE
REVOKED FOLLOWING EXPIRATION OF THAT SEVEN-DAY PERIOD.


 


6.             Employee will not be entitled to receive the first
regular payroll payment following the date of this Agreement until the
expiration of seven calendar days following Employee’s execution of this
Agreement, provided that Employee does not revoke
this 


 


 

















 


Agreement.  Employee’s revocation of this Agreement will
revoke all provisions of the Agreement except Paragraph 1.


 


7.             Employee acknowledges that there is a risk that after
signing this Agreement he may discover losses or claims that he believes were
in some way caused by his employment with Employer or in any other respect by
the Company, or that are otherwise released under this Agreement, but that are
presently unknown to him.  Employee
assumes this risk and understands that this release shall apply to any such
losses and claims.  Therefore, Employee
expressly waives the provisions of California Civil Code Section 1542,
which states:


 


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/her must have materially affected
his settlement with the debtor.


 


8.             By entering into this Agreement and paying the
Continuation Salary and providing other benefits as set forth in this
Agreement, Employer does not admit, and shall not be deemed to have admitted,
any violation of any statute, law or regulation, any breach of contract, actual
or implied, or any other wrongdoing with respect to Employee


 


9.             Employee understands this is an important legal
document and that he has the right to consult an attorney of his choice before
signing this Agreement.  By signing this
Agreement, he acknowledges that he has entered into it voluntarily and
knowingly.  Employee represents that he
is voluntarily entering into this Agreement of his own free will.  Employee understands that he is not required
to sign this Agreement but that if he elects not to do so, he will not receive
the Continuation Salary and other benefits being offered to him.


 


10.          Employee understands that the terms and existence of
this Agreement are personal to him and that maintaining the confidential nature
of this Agreement is a material term of the Agreement.  He covenants that he has not disclosed and
will not disclose the existence or terms of this Agreement, unless compelled by
legal process to do so, except to the extent necessary to obtain legal advice
from his attorney, or financial or tax  advice from
his professional financial adviser or accountant, if any; provided, however,
that Employee and Employer agree that Employer will disclose the terms of this
Agreement to the extent deemed necessary by Employer to comply with applicable
securities and other laws.


 


11.          Employee acknowledges that this Agreement constitutes
the entire agreement between Employer and him regarding the ending of his
employment, provided that Employee and Employer agree that the Mutual Agreement
to Arbitrate dated as of July 26, 2005 remains in effect and will apply to
any dispute arising under or related to the Agreement.  No oral or written representations or
promises have been made to Employee, or anyone acting on his behalf, that are
not embodied in this Agreement.  No
modification of this Agreement shall be valid or binding, unless executed in
writing by all parties to this Agreement.


 


12.          Employee understands that all existing confidentiality
agreements between him and Employer, including, but not limited to the
Employment Confidential Information and 


 


 

















 


Invention Assignment
Agreement dated as of July 26, 2005, will continue to be in effect after
the signing of this Agreement.  Employee
covenants and represents and warrants to Employer that he has not engaged in
any conduct of the type prohibited under such agreement.


 


13.          Employee agrees not to make, or ask any
other person to make, any statement of any kind that disparages Employer or any
past or present directors, officers or employees of Employer, and further
agrees not to make any statement of any kind that is calculated to, or foreseeably
will, damage the business or reputation of the Employer, or any of the past or
present directors, officers or employees of the Employer.  Employer agrees that neither it nor any of
its officers will make, or ask any other person to make, any statement of any
kind that disparages Employee, or that is calculated to, or which foreseeably
will, damage Employee’s reputation with individuals or entities outside
Employer.


 


14.          Should any provision of this Agreement be found to be
invalid or unenforceable, that provision shall be considered severable and the
remaining provisions shall remain in effect.


 


15.          This Agreement is to be governed by the laws of
California without regard to the conflicts of laws provisions thereof.


 


	
  Agreed and Executed By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
  Dated: November 8, 2007

  	
  /s/ Chet Silvestri

  
	
   

  	
  Chet Silvestri

  
	
   

  	
   

  
	
   

  	
  MoSys, Inc.

  
	
   

  	
   

  
	
  Dated: November 8, 2007

  	
  /s/ James Kupec

  
	
   

  	
  By:

  	
  James Kupec

  
	
   

  	
  Title:

  	
  Chairman of the Compensation

  
	
   

  	
   

  	
  Committee