Exhibit 10.24


 


MoSys, Inc.


755 N. Mathilda Dr.


Suite 100


Sunnyvale, California  94085


 


November 8,
2007


 


Mr. Leonard
Perham


 


Dear
Len:


 


MoSys, Inc. (the “Company”) is pleased
to offer you the position of Chief Executive Officer and President (“CEO”).  This offer letter generally sets forth the
terms and conditions of the Company’s offer of employment.  This offer letter is intended to be a binding
agreement, and if the terms contained in this offer letter 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) ratification of this offer
by the Company’s board of directors (the “Board”).


 


As CEO, you will report directly to the
Board.  You agree to perform the duties
set forth in this letter, as well as any other reasonable duties determined by
the Board.  Our mutual expectations
regarding the primary duties of this position are as follows: (1) all
duties, authorities and responsibilities customary for a chief executive
officer of a public company, including executive responsibility for developing
strategic direction and all operational activities of the Company, (2) ultimate
management responsibility for all employees of the Company, and (3) preparation
and submission of an operating plan to the Board on a quarterly basis, which
shall serve to provide the scope of operational authority.  You also will be elected to the Board to fill
an existing vacancy and will be nominated for election to the Board at the next
annual meeting of stockholders as long as you remain the CEO.


 


Your starting salary will be approximately
$8,333 semi-monthly ($200,000 on an annualized basis).  Your base salary will be paid in accordance
with the Company’s normal payroll procedures and will be subject to applicable
withholding required by law.  You also
will be eligible to participate in any Company’s executive bonus plan, with an
annual bonus upon achievement of stated objectives, as determined by the Board,
in its sole discretion.


 

















 


You will be granted an option to purchase 800,000
shares of the Company’s common stock, which shares will vest in equal monthly
installments at the end of each of the first 24 calendar months of your
employment, with November 30, 2007 being the first such vesting date.  Vesting of this option will accelerate in full
upon a Change-in-Control. In addition, you will be granted an option to
purchase 350,000 shares, which option will vest as to 80% of these shares if
the Stock Price (as defined herein) of the Company’s common stock is $10 per
share and pro rata as to the remaining shares for each $.01 increase in the
Stock Price up to $12 per share.  In
addition, you will be granted an option to purchase 100,000 shares, which
option will vest as to 50% of these shares if the Stock Price is $13 per share
and pro rata as to the remaining shares for each $0.01 increase in the Stock
Price up to $15 per share.  All of such
options will vest only while you remain continuously employed by the Company.  We intend that these options will be granted today
upon approval by the Board, or its Compensation Committee, with an exercise
price equal to the closing price of a share of common stock on the NASDAQ Global
Market today.  The terms of these options
will be set forth in option agreements approved by the Board or its
Compensation Committee.  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.


 


As used herein, “Stock Price” means the
average closing price of a share of the Company’s common stock on the NASDAQ
Global Market (or other applicable exchange listing or principal trading market
for the common stock) during a consecutive 90-calendar day period within the
next two years; provided that in the case of a Change-in-Control such
determination shall be made as of the 90-calendar day period ending on the
third business day immediately preceding the date on which the
Change-in-Control occurs.


 


As used herein, “Change-in-Control” means the
occurrence of any of the following:


 


(i)  an acquisition after the date of
this offer letter by an individual, an entity or a group in one or more related
transactions (excluding the Company or an employee benefit plan of the Company
or a corporation controlled by the Company’s stockholders) of 45 percent or
more of the Company’s common stock or voting securities; or


 


(ii)  consummation of a complete
liquidation or dissolution of the Company or a merger, consolidation,
reorganization or sale of all or substantially all of the Company’s assets
(collectively, a “Business Combination”) other than a Business Combination in
which (A) the stockholders of the Company receive 50 percent or more of
the stock of the corporation resulting from the Business Combination and (B) at
least a majority of the board of directors of such resulting corporation were
incumbent directors of the Company immediately prior to the consummation of the
Business Combination, and (C) after which no individual, entity or group
(excluding any corporation or other entity resulting from the Business
Combination or any employee benefit plan of such corporation or of the Company)
who did not own 45 percent or more of the stock of the resulting corporation or
other entity immediately before the Business Combination owns 45 percent or
more of the stock of such resulting corporation or other entity.


 


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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 the Company’s 401(k) plan.  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.


 


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 and the Company’s
standard form of Employment Confidential Information and Invention Assignment
Agreement (“Proprietary Rights Agreement”) in connection with your acceptance
of this offer letter.


 


To indicate your acceptance of the Company’s
offer, please sign and date this letter agreement in the space provided below
and return it to me.  This offer will
expire on Friday, November 9, 2007 at 5:00 p.m.


 


This letter agreement, along with the applicable
stock option agreements, Mutual Agreement to Arbitrate and Proprietary Rights
Agreement 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 letter agreement is to be governed by
California law.  To the extent that any
of the terms of this offer letter 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 letter may not be modified or amended
except by a written agreement signed by the Chairman of the Compensation
Committee and by you.


 


If you have any questions,
please feel free to call me.  We look
forward to your favorable reply and to a productive and exciting working
relationship.


 


 


	
  

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  James Kupec

  
	
   

  	
   

  	
  James
  Kupec

  
	
   

  	
   

  	
  Chairman
  of the Compensation Committee

  
	
  ACCEPTED
  AND AGREED TO

  	
   

  	
   

  
	
  This
  8th day of November, 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Leonard Perham

  	
   

  	
   

  
	
  Leonard
  Perham

  	
   

  	
   

  



 


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MUTUAL
AGREEMENT TO ARBITRATE CLAIMS


 


I recognize that
differences may arise between MoSys, Inc., a Delaware corporation (the “Company”), and me
during or following my employment with the Company, and that those differences
may or may not be related to my employment. 
I understand and agree that by entering into this Agreement to Arbitrate
Claims (“Agreement”),
I anticipate gaining the benefits of a speedy, impartial dispute-resolution
procedure.


 


Except as provided in
this Agreement, the Federal Arbitration Act shall govern the interpretation,
enforcement and all proceedings pursuant to this Agreement.  To the extent that the Federal Arbitration
Act either is inapplicable or held not to require arbitration of a particular
claim or claims, California law pertaining to agreements to arbitrate shall
apply.


 


I understand that any
reference in the Agreement to the Company will also be a reference to its
subsidiaries or related entities, and all successors and assignees of any of
them.


 


Claims Covered by the Agreement


 


The Company and I
mutually consent to the resolution by arbitration of all claims or controversies
(“claims”), past, present or future, whether or not arising out of my
employment (or its termination), that the Company may have against me or that I
may have against the Company or against its officers, directors, employees or
agents in their capacity as such or otherwise. 
The only claims that are arbitrable are those that in the absence of
this agreement, would be justiciable under applicable state or federal
law.  The claims covered by this
Agreement include, but are not limited to, claims for wages or other
compensation; claims for breach of any contract or covenant (express or
implied); tort claims; claims for discrimination (including, but not limited
to, race, sex, sexual orientation, religion, national origin, age, marital
status, medical condition, or disability); claims for benefits (except claims
under an employee benefit or pension plan that either (1) specifies that
its claims procedure shall culminate in an arbitration procedure different from
this one, or (2) is underwritten by a commercial insurer which decides
claims); and claims for violation of any federal, state, or other governmental
law, statute, regulation, or ordinance, except claims excluded elsewhere in
this Agreement.


 


Claims Not Covered by the Agreement


 


Claims by me for workers’
compensation or unemployment compensation benefits are not covered by this
Agreement.


 


Either party can apply to
a court of competent jurisdiction for provisional remedies in connection with
arbitrable controversies as contemplated by California Code of Civil Procedure Section 1281.8.


 


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Administrative Exhaustion


 


As a condition of
arbitration, a statutory claim of discrimination, harassment, or retaliation
must be filed first with the Department of Fair Employment and Housing and/or
the Equal Employment Opportunity Commission within the time limits set forth by
state and federal law and must be exhausted through the applicable agency,
prior to being submitted to arbitration, or such claims are waived.


 


Required Notice of All Claims and Statute of Limitations


 


The Company and I agree
that the aggrieved party must give written notice of any claim to the other
party and to the American Arbitration Association (“AAA”) within the
limitations period for whatever claims are being asserted.


 


Written notice to the
Company, or its officers, directors, employees or agents, shall be sent to its
Chief Executive Officer at the Company’s main office.  I will be given written notice at the last
address recorded in my personnel file.


 


The written notice shall
identify and describe the nature of all claims asserted and the facts upon
which such claims are based.  The notice
shall be sent to the other party by certified or registered mail, return receipt
requested.


 


Failure to make a written
demand within the applicable statutory period constitutes a waiver to raise
that claim in any forum.


 


Applicable Law And Discovery


 


The arbitrator shall
apply applicable California and/or Federal substantive law and the California
evidence code to the proceeding.  The
parties shall be entitled to conduct reasonable discovery, including conducting
deposition, requesting documents and requesting responses to interrogatories.  The arbitrator shall have the authority to
determine what constitutes reasonable discovery.  The arbitrator shall hear motions for summary
disposition as provided in the California Code of Civil Procedure.


 


Arbitration Procedures


 


The arbitration will be
held under the auspices of the AAA.  The
Company and I agree that, except as provided in this Agreement, the arbitration
shall be in accordance with the AAA’s then-current employment rules for
employment disputes.  The arbitrator
shall be either a retired judge, or an attorney licensed to practice law in the
state in which the arbitration is convened (the “Arbitrator”).  The arbitration shall take place in San Jose,
California.


 


Either party may obtain a
court reporter to provide a stenographic record of proceedings.  Either party, upon request at the close of
hearing, shall be given leave to file a post-hearing brief.  The time for filing such a brief shall be set
by the Arbitrator.


 


Arbitration Fees and Costs


 


The Company will be
responsible for paying any filing fee and the fees and costs of the Arbitrator
and the arbitration; provided, however, that if I am the party initiating the
claim, I am responsible for contributing an amount equal to the filing fee to
initiate a claim in the court of general jurisdiction in the state in which I
am (or was last) employed by the Company. 
Each party shall pay for its own costs and attorneys’ fees, if any.  However, if any party prevails on a statutory
claim which affords the prevailing party attorneys’ fees, or if there is a
written agreement providing for fees, the Arbitrator may 


 


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award reasonable fees to
the prevailing party, under the standards for fee shifting provided by law.


 


Written
Award


 


The arbitrator shall
prepare in writing and provide to the parties a decision and award that
includes factual findings and the reasons upon which the decision is
based.  The arbitrator shall be permitted
to award only those remedies in law and equity that are requested by the
parties and allowed by law.  Judgment
upon the award rendered by the arbitrator may be entered in any court having
proper jurisdiction.


 


Sole and Entire Agreement


 


This is the complete
agreement of the parties on the subject of arbitration of disputes, except for
any arbitration agreement in connection with any pension or benefit plan.  This Agreement supersedes any prior or
contemporaneous oral or written understandings on the subject.  No party is relying on any representations,
oral or written, on the subject of the effect, enforceability or meaning of
this Agreement, except as specifically set forth in this Agreement.


 


Severability


 


If any provision of this
Agreement is adjudged to be void or otherwise unenforceable, in whole or in
part, such adjudication shall not affect the validity of the remainder of the
Agreement.


 


Not  an  Employment  Agreement


 


This Agreement is not,
and shall not be construed to create, any contract of employment, express or
implied.  Nor does this Agreement in any
way alter the “at-will” status of my employment.


 


Voluntary Agreement


 


I ACKNOWLEDGE THAT I HAVE
CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS TERMS, THAT ALL
UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME RELATING TO THE
SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND THAT I HAVE ENTERED
INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR
REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT
ITSELF.


I UNDERSTAND THAT BY
SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL.


 


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I FURTHER ACKNOWLEDGE
THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY
PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT
I WISH TO DO SO.


 


	
  Dated:

  	
  Nov. 8,
  2007

  	
   

  	
  /s/
  Leonard Perham

  
	
   

  	
   

  	
   

  	
  Signature
  of Employee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Leonard
  Perham 

  
	
   

  	
   

  	
   

  	
  Print
  Name of Employee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  Nov. 8,
  2007

  	
   

  	
  MOSYS, INC. 

  
	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  James Kupec

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
  Chairman
  of the Compensation Committee

  



 


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