Exhibit 10.26


 


December 21, 2007


 


Mr. James Sullivan


 


Dear Jim:


 


I am
pleased to offer you a position with MoSys Inc. (“MoSys” or the “Company”) as
Chief Financial Officer, an exempt position in which you will report directly to
me. Your semimonthly compensation will be $8,125.00 dollars, which is equal to
$195,000.00 annually.


 


In
addition, you will be granted an option to purchase 190,000 shares of the
Company’s common stock, subject to approval by the Compensation Committee of
the Board and your execution of the Company’s standard Stock Option Agreement.
The terms of such option shall be in accordance with the terms of the Company’s
stock option plan.  Accordingly, the
options will vest 25% at the end of one year of employment and 2.0833% per
month thereafter.  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 as determined by the Compensation Committee.


 


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.


 


You will also be eligible
to participate in the Company’s employee benefit plans including our standard
major medical, dental, life, short and long term disability, vision, flexible
benefit plan, paid holidays, personal time off (PTO) and the Company’s 401(k) plan.


 


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.


 


For
purposes of federal immigration law, you will be required to provide to the
Company documentary evidence of your identity and eligibility for employment in
the United States.  Such documentation
must be provided to us within three (3) business days of your date of
hire, or our employment relationship with you may be terminated.


 


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 conducted in Santa Clara County,
California.  However, we agree that this
arbitration provision shall not apply to any disputes or claims relating to or
arising out of the misuse or misappropriation of the Company’s trade secrets or
proprietary information.


 


To
indicate your acceptance of the Company’s offer, please sign and date this
letter in the space provided below and return it to Human Resources on or
before close of business December 28, 2007.  This letter, along with the agreement
relating to proprietary rights between you and the Company, set forth the terms
of your employment with the Company and supersede any prior representations or
agreements, whether written or oral. 
This letter may not be modified or amended 


 

















 


except by a written
agreement, signed by the Company and by you.


 


Jim, we
believe that you can make a great contribution to MoSys and we all look forward
to working with you.


 


 


	
   

  	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/Monte
  Crawford

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Monte
  Crawford, Esq.

  
	
   

  	
   

  	
   

  	
  On Behalf of Len Perham

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO

  	
   

  	
   

  	
   

  
	
  This    28th    
  day of December, 2007

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James
  Sullivan

  	
   

  	
   

  	
   

  	
   

  
	
  James
  Sullivan

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Start date:
  January 18, 2008