Exhibit 10.25


 


NEW
EMPLOYEE INDUCEMENT GRANT STOCK OPTION AGREEMENT


 


TO: 
Leonard Perham (the “Optionee”):


 


MoSys, Inc., a Delaware corporation (the “Company”), hereby grants
to Optionee an option (“Option”) to purchase a total of Eight Hundred Thousand
(800,000) shares of Common Stock, $0.01 par value per share (“Shares”), of the
Company, at the price set forth herein.


 


DEFINITIONS FOR
CERTAIN DEFINED TERMS ARE AS FOLLOWS:


 


“Agreement”
means this Stock Option Incentive Grant Agreement.


 


“Board of Directors”
means the Board of Directors of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Stock”
means the common stock of the Company, par value $.01 per share.


 


“Committee”
means the Compensation Committee of the Board of Directors.


 


“Consultant”
means any independent contractor retained to perform services for the Company
or a Subsidiary.


 


“Continuous Service”
means the absence of any interruption or termination of service as an Employee,
Director or Consultant by the Company, a Parent, or any Subsidiary. Continuous
Service shall not be considered interrupted during any period of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company and any Parent, Subsidiary or
successor of the Company. A leave of absence approved by the Company shall
include sick leave, military leave or any other personal leave approved by an
authorized representative of the Company.


 


“Corporate
Transaction” means:


 


(a)  an
acquisition after the Grant Date 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
beneficial ownership of 45 percent or more of the Company’s common stock or
voting securities; or


 


(b) 
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”) after the Grant
Date, other than a Business Combination in which (A) the stockholders of
the Company receive beneficial ownership of 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 have beneficial ownership of 45 percent or more of the stock of the
resulting corporation or other entity immediately before the Business
Combination has beneficial ownership of 45 percent or more of the stock of such
resulting corporation or other entity.


 


For this purpose, “beneficial
ownership” refers to ownership of a security, directly or
indirectly, by any person or entity who through any contract, arrangement,
understanding, relationship or otherwise has or shares (1) voting power,
which includes the power to vote, or to direct the voting of, such security,
and/or (2) investment power, which include the power to dispose, or to
direct the disposition of, such
security, and shall be determined in accordance with Rule 13d-3 of the
General Rules and Regulations under the Exchange Act.


 


“Director”
means a director of the Company.


 


“Employee”
means any person, including officers (whether or not they are directors),
employed by the Company, a Parent or any Subsidiary.


 


“Exchange Act”
means Securities Exchange Act of 1934, as amended.


 


“Fair Market Value” of
Common Stock as of any date is the closing price for the Common Stock as
reported on the NASDAQ Global Market (or on any other national securities
exchange or other established market on which the Common Stock is then listed)
for that date or, if no closing price is reported for that date, the closing
price on the next preceding date for which a closing price was reported.


 


“Grant Date”
means, with respect to the Option, November 8, 2007.


 


“Non-Employee Director”
means a Director of the Company who qualifies as a Non-Employee Director as
such term is defined in Section 240.16b-3(b)(3) of the General Rules and
Regulations promulgated under the Exchange Act.


 


“Parent”
means a parent corporation of the Company, whether now or hereafter existing,
as defined by Section 424(e) of the Code.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Subsidiary”
means a subsidiary corporation of the Company, whether now or hereafter
existing, as defined in Section 424(f) of the Code.


 


“Termination of Service”
means (a) in the case of an Employee, a cessation of the employee-employer
relationship between the Employee and the Company or a Parent or Subsidiary for
any reason, including, but not by way of limitation, a termination by
resignation, discharge, death, disability, or the disaffiliation of a Parent or
Subsidiary, but excluding any such termination where there is a simultaneous
reemployment by the Company or a Parent or Subsidiary; (b) in the case of
a Consultant, a cessation of the service relationship between the Consultant
and the Company or a Parent or Subsidiary for any reason, including, but not by
way of limitation, a termination by resignation, discharge, death, disability,
or the disaffiliation of a Parent or Subsidiary, but excluding any such
termination where there is a simultaneous re-


 


2

















 


engagement of the Consultant by the Company or a Parent or Subsidiary;
and (c) in the case of a Director, a cessation of the Director’s service
on the Board of Directors for any reason, including, for example, but not by
way of limitation, a termination by resignation, removal, death, disability,
expiration of the term of directorship, but excluding any such termination
where there is a simultaneous reemployment by the Company or a Parent or
Subsidiary.


 


THE DETAILS OF YOUR OPTION ARE AS
FOLLOWS:


 


1.             Nature Of The
Option


 


The Option is intended to be a “Nonstatutory Stock Option” subject to
the provisions of Section 1.83-7 of the Treasury Regulations promulgated
under Section 83 of the Code.


 


The Option Price is $5.61 for each Share.


 


2.             Vesting And
Exercise Of Option


 


(a)  During
the term of this Option, it will vest and become exercisable while the Optionee
remains in Continuous Service (except as otherwise provided in this Section 2)
as to 1/24 of the Shares at the end of each successive calendar month following
the Grant Date (with November 30, 2007 being the first such date);
provided that in the event of a Corporate Transaction, this Option
automatically will vest and become exercisable in full immediately prior to the
consummation of the Corporate Transaction.


 


(b)  In the
event of the Optionee’s death, disability or other termination of employment,
the Option shall be exercisable in the manner and to the extent provided below:


 


(i)  Termination of
Status as Employee, Director or Consultant. 
If the Optionee’s Continuous Service shall cease for any reason other
than permanent and total disability or death, the Optionee may, but only within
90 days after the date of Termination of Service, exercise the Option to the
extent that the Optionee was entitled to exercise it at the date of Termination
of Service, subject to the condition that no Option shall be exercised after
the expiration of the Term (as defined in Section 6) of the Option.


 


(ii)  Disability of
the Optionee.  If the Optionee’s
Continuous Service shall cease due to disability, and the Optionee was in
Continuous Service as an Employee, Director or Consultant from the Grant Date
until the date of Termination of Service, the Option may be exercised at any
time within 12 months following the date of Termination of Service, but only to
the extent that the Optionee was entitled to exercise the Option at the time of
Termination of Service, subject to the condition that no option shall be
exercised after the expiration of the Term of the Option.


 


(iii)  Death of the
Optionee.  In the event of the death
of the Optionee during the Term of the Option while the Optionee is an
Employee, Non-Employee Director or Consultant and in Continuous Service from
the Grant Date until the date of death, the Option may be exercised at any time
within six months


 


3

















 


following the date of death by the Optionee’s estate
or by a person who acquired the right to exercise the Option by bequest, inheritance
or otherwise as a result of the Optionee’s death, but only to the extent that
the Optionee would have been entitled to exercise the Option at the date of
death, subject to the condition that no option shall be exercised after the
expiration of the Term of the Option.


 


(c)  No
fraction of a Share shall be purchasable or deliverable upon exercise, but in
the event any adjustment of the number of Shares covered by the Option shall
cause such number to include a fraction of a Share, such number of Shares shall
be adjusted to the nearest smaller whole number of Shares.


 


(d)  In
order to exercise any portion of this Option that has vested, the Optionee
shall notify the Company in writing of the election to exercise the Option and
the number of Shares in respect of which the Option is being exercised, by
executing and delivering the Notice of Exercise of Stock Option in the form
attached hereto as Appendix I.  The certificate or certificates representing
Shares as to which this Option has been exercised shall be registered in the
name of the Optionee. Or, the optionee shall notify the Company through his
broker if he chooses to exercises the Option through a brokerage firm.


 


3.             Non-Transferability
Of Option


 


As approved by the Committee, any vested portion of the Option may be
transferred by the Optionee through a gift or domestic relations order in
settlement of marital property rights to the following donees or transferees:


 


(a)  any
“family member,” which includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
including adoptive relations, and any person sharing the employee’s household
(other than a tenant or employee);


 


(b)  a trust
in which “family members” have more than 50% of the beneficial interest;


 


(c)  a
foundation in which “family members” or the employee control the management of
assets; and


 


(d)  any
other entity in which the “family members” (or the employee) own more than 50%
of the voting interests;


 


provided that (x) there may be no consideration for any such
transfer, (y) this Agreement, and any amendment hereto, must be approved
by the Committee, and must expressly provide for transferability in a manner
consistent with this Section 3, and (z) subsequent transfers of the
Option or transferred portion shall be prohibited except transfers effected in
accordance with this Section 3. 
Following the transfer, the Option or transferred portion shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to transfer, provided that the term “Optionee”
shall be deemed to refer to the transferee in lieu of or in addition to the
transferor. Any Termination of Service of the Optionee shall be applied with respect
to the original Optionee,


 


4

















 


following which the Options shall be exercisable by the transferee only
to the extent and for the periods specified in this Agreement.


 


Otherwise, this Option may be transferred only by will or by the law of
descent and distribution.  The terms of
this Option shall be binding upon the executors, administrators, heirs and
successors of the Optionee.


 


4.             Method Of Payment


 


Payment of the exercise price shall be by any of the following, or a
combination thereof, at the election of the Optionee:


 


(a)  cash;


 


(b)  check,
cashier’s check, certified check or wire transfer;


 


(c)  in the
event there exists a public market for the Company’s Common Stock on the date
of exercise, by delivery of a sell order to a broker for the Shares being
purchased and an agreement to pay (or have the broker remit payment for) the
purchase price of the shares being purchased on or before the settlement date for
the sale of such Shares to the broker; or


 


(d)  in the
event there exists a public market for the Company’s Common Stock on the date
of exercise, by surrender of shares of the Company’s Common Stock.  In this case payment shall be made as
follows:


 


(i)  the Optionee shall
deliver to the Secretary of the Company a written notice which shall set forth
the portion of the purchase price the Optionee wishes to pay with Common Stock,
and the number of shares of Common Stock the Optionee intends to surrender upon
the exercise of this Option, which shall be determined by dividing the
aforementioned portion of the purchase price by the closing price per share of
the Common Stock of the Company, as reported on the NASDAQ Global Market (or on
any other national securities exchange or other established market on which the
Common Stock is then listed), on the last business day immediately preceding
the date of exercise of the Option, as determined by the Committee;


 


(ii)  fractional shares
shall be disregarded and the Optionee shall pay in cash an amount equal to such
fraction multiplied by the price determined under subparagraph i above;


 


(iii)  the written
notice shall be accompanied by a duly endorsed blank stock power with respect
to the number of shares of Common Stock set forth in the notice, and the
certificate(s) representing said shares shall be delivered to the Company
at its principal offices within three working days from the date of the notice
of exercise;


 


(iv)  the Optionee
hereby authorizes and directs the Secretary of the Company to transfer so many
of the shares of Common Stock represented by such


 


5

















 


certificate(s) as are necessary to pay the
purchase price in accordance with the provisions herein; and


 


(v)  notwithstanding
any other provision herein, the Optionee shall only be permitted to pay the
purchase price with shares of Common Stock owned by him as of the exercise date
in the manner and within the time periods allowed under 17 CFR Section 240.16b-3
promulgated under the Exchange Act, as such regulation is presently
constituted, as it is amended from time to time, and as it is interpreted now
or hereafter by the Securities and Exchange Commission.


 


(vi)  the Optionee may
elect to pay the exercise price by authorizing a third party to sell Shares
subject to the Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire exercise price and any tax withholding resulting
from such exercise.


 


5.             Adjustments Upon Changes In Capitalization


 


(a)  Recapitalization.  Subject to any required action by the
stockholders of the Company, the number of Shares covered by the Option and the
per share exercise price of the Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, combination,
reclassification, the payment of a stock dividend on the Common Stock or any
other increase or decrease in the number of such shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been effected without receipt of consideration. Such adjustment
shall be made by the Board of Directors, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.


 


(b)  Corporate
Transaction.  In the event of a
proposed Corporate Transaction, the Board of Directors shall notify the
Optionee at least 10 calendar days prior to such proposed Corporate
Transaction.  To the extent it has not
been previously exercised, the Option will terminate immediately prior to the
consummation of such proposed Corporate Transaction (but subsequent to the full
vesting acceleration provided in Section 2(a)), unless the Option is
assumed or an equivalent option is substituted by the successor corporation or
a parent or subsidiary of such successor corporation. For the purposes of this
subsection, the Option shall be considered assumed if, following the Corporate
Transaction, the Option confers the right to purchase, for each Share subject
to the Option immediately prior to the Corporate Transaction, the consideration
(whether stock, cash, or other securities or property) received in the
Corporate Transaction by holders of Common Stock for each Share subject to the
Option held on the effective date of the Corporate Transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the Corporate Transaction was not solely common
stock of the successor corporation or its parent or subsidiary, the Board of
Directors may, with the consent of the successor corporation, provide for the
consideration to be


 


6

















 


received upon the exercise
of the Option for each Share subject to the Option to be solely common stock of
the successor corporation or its parent or subsidiary equal in fair market
value to the per share consideration received by the Company’s holders of
Common Stock in the Corporate Transaction.


 


6.             Term Of Option


 


This Option may not be exercised more than seven years from the date of
grant of this Option (the “Term”), as set forth below, and may be exercised
during such term only in accordance with 
the terms of this Option.


 


7.             Not Employment Contract


 


Nothing in this Agreement shall confer upon the Optionee any right to
continue in the employ or other service with the Company or any Parent or
Subsidiary or shall interfere with or restrict in any way the rights of the
Company (or any Parent or Subsidiary), which are hereby expressly reserved, to
discharge the Optionee at any time for any reason whatsoever, with or without
cause, subject to the provisions of applicable law.  This is not an employment contract.


 


8.             Income Tax Withholding


 


(a) 
Whenever Shares are issued or to be issued pursuant to the Option, the Company
shall have the right to require the recipient to remit to the Company an amount
sufficient to satisfy federal, state, local or other withholding tax
requirements if, when, and to the extent required by law (whether so required
to secure for the Company an otherwise available tax deduction or otherwise)
prior to the delivery of any certificate or certificates for such shares. The
obligations of the Company under this Agreement shall be conditional on
satisfaction of all such withholding obligations and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee. However, in such cases the
Optionee may elect, subject to the approval of the Board of Directors, to
satisfy an applicable withholding requirement, in whole or in part, by having
the Company withhold shares to satisfy their tax obligations. The Optionee may
only elect to have shares withheld having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax which could be
imposed on the transaction. All elections shall be irrevocable, made in
writing, signed by the Optionee, and shall be subject to any restrictions or
limitations that the Board of Directors deems appropriate.


 


In the event of any determination that the
Company has failed to withhold a sum sufficient to pay all withholding taxes
due in connection with the exercise of this Option, the Optionee agrees to pay
the Company the amount of such deficiency in cash within five days after
receiving a written demand from the Company to do so, whether or not Optionee
is an employee of the Company at that time.


 


(b)  At such
time as the Optionee is required to pay to the Company an amount with respect
to tax withholding obligations as set forth in Section 8(a), the Optionee
may elect prior to the date the amount of such withholding tax is determined to
make such payment, or such increased payment as the Optionee elects to make up
to the maximum federal, state and


 


7

















 


local marginal tax rates
(including any related FICA obligation) applicable to the Optionee and the
particular transaction in accordance with the provisions of Section 8(a).


 


(c)  Any
adverse consequences incurred by an Optionee with respect to the use of shares
of Common Stock to pay any part of the Option Price or of any tax in connection
with the exercise of an Option shall be the sole responsibility of the
Optionee.


 


9.             Conditions Upon Issuance of Shares.


 


Shares shall not be issued with respect to the Option unless the
exercise of the Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
or public trading market upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of the Option, the Company may
require the Optionee to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.


 


10.          Notices and Other Communications.


 


Any notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy by regular,
certified or overnight mail, addressed or telecopied, as the case may be, (i) if
to the Optionee, at his residence address last filed with the Company and (ii) if
to the Company, at its principal place of business, addressed to the attention
of its Chief Executive Officer or Secretary, or to such other address or
telecopier number or electronic mail address, as the case may be, as the
addressee may have designated by notice to the addressor. All such notices,
requests, demands and other communications shall be deemed to have been
received: (i) in the case of personal delivery, on the date of such
delivery; (ii) in the case of mailing, when received by the addressee; (iii) in
the case of facsimile transmission, when confirmed by facsimile machine report;
and (iv) in the case of electronic mail, when directed to an electronic
mail address at which the receiving party has consented to receive notice,
provided, that such consent is deemed revoked if the sender is unable to
deliver by electronic transmission two consecutive notices and such inability
becomes known to the secretary or assistant secretary of the Company or to the
transfer agent, or other person responsible for giving notice.


 


Dated as of the 28th day of November 2007.


 


	
   

  	
  MOSYS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mehdi Bathaee

  
	
   

  	
  Its:

  	
  Chief Operating Officer

  



 


8

















 


ACKNOWLEDGEMENT
BY OPTIONEE


 


The Optionee acknowledges receipt of copies of the Agreement  and represents that he is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all
of the terms and provisions of the Agreement. 
The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board of Directors upon any questions
arising under the Agreement.


 


	
   

  	
  /s/ Leonard Perham

  
	
   

  	
  Optionee

  
	
   

  	
   

  
	
  Date: December 4, 2007

  	
   

  



 


[CONSENT OF SPOUSE/DOMESTIC PARTNER


 


I, ___________________________, spouse/domestic
partner of the Optionee who executed the foregoing Agreement, hereby agree that
my spouse’s/domestic partner’s interest in the shares of Common Stock subject
to said Agreement shall be irrevocably bound by the Agreement’s terms.  I further agree that my community property
interest in such shares, if any, shall similarly be bound by said Agreement and
that such consent is binding upon my executors, administrators, heirs and
assigns.  I agree to execute and deliver
such documents as may be necessary to carry out the intent of said Agreement
and this consent.


 


	
   

  	
  ]

  
	
   

  	
  Spouse/Domestic Partner

  



 


9

















 


APPENDIX I


 


MOSYS, INC.


 


NOTICE OF EXERCISE OF STOCK OPTION


 


I
_____________________________________ (print legibly) hereby elect to exercise
the following stock options(s) granted to me by MOSYS, INC. (the “Company”).  All shares being purchased are fully vested
and exercisable pursuant to Section 3 of the listed Option Agreement.


 


1. ____________ Shares at $ ____________ per share
(Grant date): ____________ )


2. ____________ Shares at $ ____________ per share (Grant
date): ____________ )


3. ____________ Shares at $ ____________ per share
(Grant date): ____________ )


4. ____________ Shares at $ ____________ per share
(Grant date): ____________ )


 




Cash  exercise in the amount of $ ____________________


Shares should
be issued to me as follows:


                Name: ________________________________________________


 





 


If you choose
to include your spouse, you must designate below how you wish your shares to be
registered by checking the appropriate box. 
If we receive no designation, the shares will be designated as Joint
Tenants.


 




                                                ________ Joint Tenants                                                                                                                                                                                                            ________ Community Property


                                                ________ Tenants in Common                                                                                                                                                                     ________ Tenancy by Entirety


 





 


Verification
by__________________________________________Stock Administration


 




Certificate to
be delivered to (complete item 1 or 2 below)


1.              Employee ________                                                      Home Address:    __________________________________________________________


                                                                                                                                                                                                                                                                                                __________________________________________________________


2.              (Insert Name of Second Broker)  ________________________________________________


                                                Acct
#:  ________________________________________________


                Contact Name & Number: ________________________________________________


 





 


Signature:
________________________________________ Date:
________________________________________


Social
Security No.: ___________________________________________


[For Company Use Only]


 


As of the date set forth
above, the above named person has the vested right to exercise the number of
shares set forth above.


Date: ____________________________                                                           ____________________________________________


 


Amount due
Company: $ ____________


 


	
   

  	
  MoSys, Inc.

  
	
   

  	
  755 N.
  Mathilda Avenue

  
	
   

  	
  Sunnyvale,
  California 94085

  
	
   

  	
  (408)
  731-1800

  
	
   

  	
  Attn: Stock
  Administration

  



 


 














 


NEW EMPLOYEE INDUCEMENT GRANT STOCK OPTION AGREEMENT


 


TO:  Leonard Perham (the “Optionee”):


 


MoSys, Inc.,
a Delaware corporation (the “Company”), hereby grants to Optionee an option (“Option”)
to purchase a total of Three Hundred Fifty Thousand (350,000) shares of Common
Stock, $0.01 par value per share (“Shares”), of the Company, at the price set
forth herein.


 


DEFINITIONS FOR
CERTAIN DEFINED TERMS ARE AS FOLLOWS:


 


“Agreement” means this Stock Option Incentive Grant Agreement.


 


“Board of Directors” means the Board of Directors of the Company.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Common Stock” means the common stock of the Company, par value $.01 per share.


 


“Committee” means the Compensation Committee of the Board of Directors.


 


“Consultant” means any independent contractor retained to perform services for
the Company or a Subsidiary.


 


“Continuous Service” means the absence of any interruption or termination of service as
an Employee, Director or Consultant by the Company, a Parent, or any
Subsidiary. Continuous Service shall not be considered interrupted during any
period of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company and any Parent,
Subsidiary or successor of the Company. A leave of absence approved by the
Company shall include sick leave, military leave or any other personal leave
approved by an authorized representative of the Company.


 


“Corporate Transaction” means:


 


(a)  an acquisition after the Grant Date
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 beneficial ownership
of 45 percent or more of the Company’s common stock or voting securities; or


 


(b)  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”) after the Grant Date, other than a
Business Combination in which (A) the stockholders of the Company receive
beneficial ownership of 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 have
beneficial ownership of 45 percent or more of the stock of the


 


 


2

















 


resulting
corporation or other entity immediately before the Business Combination has
beneficial ownership of 45 percent or more of the stock of such resulting
corporation or other entity.


 


For this purpose, “beneficial ownership” refers to ownership of a security,
directly or indirectly, by any person or entity who through any contract,
arrangement, understanding, relationship or otherwise has or shares (1) voting
power, which includes the power to vote, or to direct the voting of, such
security, and/or (2) investment power, which include the power to dispose,
or to direct the disposition of, such security, and shall be determined in
accordance with Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.


 


“Director” means a director of the Company.


 


“Employee” means any person, including officers (whether or not they are
directors), employed by the Company, a Parent or any Subsidiary.


 


“Exchange Act” means Securities Exchange Act of 1934, as amended.


 


“Fair Market Value” of Common Stock as of any date is the closing price for the Common
Stock as reported on the NASDAQ Global Market (or on any other national
securities exchange or other established market on which the Common Stock is
then listed) for that date or, if no closing price is reported for that date,
the closing price on the next preceding date for which a closing price was
reported.


 


“Grant Date” means, with respect to the Option, November 8, 2007.


 


“Non-Employee Director” means a Director of the Company who qualifies as a Non-Employee
Director as such term is defined in Section 240.16b-3(b)(3) of the
General Rules and Regulations promulgated under the Exchange Act.


 


“Parent” means a parent corporation of the Company, whether now or hereafter
existing, as defined by Section 424(e) of the Code.


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“Stock Price” means the average closing price of a share of the Common Stock on
the NASDAQ Global Market (or on any other national securities exchange or other
established market on which the Common Stock is then listed) during a
consecutive 90-calendar day period within the first two years following the
Grant Date; provided that in the case of a Corporate Transaction 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 Corporation
Transaction is consummated.


 


“Subsidiary” means a subsidiary corporation of the Company, whether now or
hereafter existing, as defined in Section 424(f) of the Code.


 


“Termination of Service” means (a) in the case of an Employee, a cessation of the
employee-employer relationship between the Employee and the Company or a Parent
or Subsidiary for any reason, including, but not by way of limitation, a
termination by resignation,


 


 


3

















 


discharge,
death, disability, or the disaffiliation of a Parent or Subsidiary, but
excluding any such termination where there is a simultaneous reemployment by
the Company or a Parent or Subsidiary; (b) in the case of a Consultant, a
cessation of the service relationship between the Consultant and the Company or
a Parent or Subsidiary for any reason, including, but not by way of limitation,
a termination by resignation, discharge, death, disability, or the
disaffiliation of a Parent or Subsidiary, but excluding any such termination
where there is a simultaneous re-engagement of the Consultant by the Company or
a Parent or Subsidiary; and (c) in the case of a Director, a cessation of
the Director’s service on the Board of Directors for any reason, including, for
example, but not by way of limitation, a termination by resignation, removal,
death, disability, expiration of the term of directorship, but excluding any
such termination where there is a simultaneous reemployment by the Company or a
Parent or Subsidiary.


 


THE
DETAILS OF YOUR OPTION ARE AS FOLLOWS:


 


11.                               Nature Of The Option 


 


The
Option is intended to be a “Nonstatutory Stock Option” subject to the
provisions of Section 1.83-7 of the Treasury Regulations promulgated under
Section 83 of the Code.


 


The
Option Price is $5.61 for each Share.


 


12.                               Vesting And Exercise Of Option


 


(a)  During the term of this Option, it
will vest and become exercisable while the Optionee remains in Continuous
Service (except as otherwise provided in this Section 2) as to 280,000
Shares if the Stock Price is $10.00 and ratably as to the remaining 70,000 of
the Shares for each one cent increase in the Stock Price up to $12.00 per share
(which equals 350 Shares for each one cent increase).  By way of example, if the Stock Price is
$11.75, the Option would vest and become exercisable with respect to 341,250,
or 97.5%, of the Shares.


 


(b)  In the event of the Optionee’s
death, disability or other termination of employment, the Option shall be
exercisable in the manner and to the extent provided below:


 


(i)  Termination of Status as
Employee, Director or Consultant.  If
the Optionee’s Continuous Service shall cease for any reason other than
permanent and total disability or death, the Optionee may, but only within 90
days after the date of Termination of Service, exercise the Option to the
extent that the Optionee was entitled to exercise it at the date of Termination
of Service, subject to the condition that no Option shall be exercised after
the expiration of the Term (as defined in Section 6) of the Option.


 


(ii)  Disability of the Optionee.  If the Optionee’s Continuous Service shall
cease due to disability, and the Optionee was in Continuous Service as an
Employee, Director or Consultant from the Grant Date until the date of
Termination of Service, the Option may be exercised at any time within 12
months following the date of Termination of Service, but only to the extent
that the Optionee was entitled to exercise the Option at the time of
Termination of Service, subject to the condition that no option shall be
exercised after the expiration of the Term of the Option.


 


 


4

















 


(iii)  Death of the Optionee.  In the event of the death of the Optionee
during the Term of the Option while the Optionee is an Employee, Non-Employee
Director or Consultant and in Continuous Service from the Grant Date until the
date of death, the Option may be exercised at any time within six months
following the date of death by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest, inheritance or otherwise
as a result of the Optionee’s death, but only to the extent that the Optionee
would have been entitled to exercise the Option at the date of death, subject
to the condition that no option shall be exercised after the expiration of the
Term of the Option.


 


(c)  No fraction of a Share shall be
purchasable or deliverable upon exercise, but in the event any adjustment of the
number of Shares covered by the Option shall cause such number to include a
fraction of a Share, such number of Shares shall be adjusted to the nearest
smaller whole number of Shares.


 


(d)  In order to exercise any portion of
this Option that has vested, the Optionee shall notify the Company in writing
of the election to exercise the Option and the number of Shares in respect of
which the Option is being exercised, by executing and delivering the Notice of
Exercise of Stock Option in the form attached hereto as Appendix I.  The certificate or certificates representing
Shares as to which this Option has been exercised shall be registered in the
name of the Optionee. Or, the optionee shall notify the Company through his
broker if he chooses to exercises the Option through a brokerage firm.


 


13.                               Non-Transferability Of Option


 


As approved by the Committee, any vested
portion of the Option may be transferred by the Optionee through a gift or
domestic relations order in settlement of marital property rights to the
following donees or transferees:


 


(a)  any “family member,” which includes
any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive
relations, and any person sharing the employee’s household (other than a tenant
or employee);


 


(b)  a trust in which “family members”
have more than 50% of the beneficial interest;


 


(c)  a foundation in which “family
members” or the employee control the management of assets; and


 


(d)  any other entity in which the “family
members” (or the employee) own more than 50% of the voting interests;


 


provided that (x) there
may be no consideration for any such transfer, (y) this Agreement, and any
amendment hereto, must be approved by the Committee, and must expressly provide
for transferability in a manner consistent with this Section 3, and (z) subsequent
transfers of the Option or transferred portion shall be prohibited except
transfers effected in accordance with this Section 3.  Following the transfer, the Option or
transferred portion shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that the
term “Optionee” shall be deemed to refer to the transferee in lieu of or in
addition to the transferor. Any Termination of Service of the Optionee shall be
applied with respect to the original Optionee,


 


 


5

















 


following
which the Options shall be exercisable by the transferee only to the extent and
for the periods specified in this Agreement.


 


Otherwise,
this Option may be transferred only by will or by the law of descent and
distribution.  The terms of this Option shall
be binding upon the executors, administrators, heirs and successors of the
Optionee.


 


14.                               Method Of Payment


 


Payment of the exercise price shall be by any
of the following, or a combination thereof, at the election of the Optionee:


 


(a)  cash;


 


(b)  check,
cashier’s check, certified check or wire transfer;


 


(c)  in the
event there exists a public market for the Company’s Common Stock on the date
of exercise, by delivery of a sell order to a broker for the Shares being
purchased and an agreement to pay (or have the broker remit payment for) the
purchase price of the shares being purchased on or before the settlement date
for the sale of such Shares to the broker; or


 


(d)  in the
event there exists a public market for the Company’s Common Stock on the date
of exercise, by surrender of shares of the Company’s Common Stock.  In this case payment shall be made as
follows:


 


(i)  the Optionee shall
deliver to the Secretary of the Company a written notice which shall set forth
the portion of the purchase price the Optionee wishes to pay with Common Stock,
and the number of shares of Common Stock the Optionee intends to surrender upon
the exercise of this Option, which shall be determined by dividing the
aforementioned portion of the purchase price by the closing price per share of
the Common Stock of the Company, as reported on the NASDAQ Global Market (or on
any other national securities exchange or other established market on which the
Common Stock is then listed), on the last business day immediately preceding the
date of exercise of the Option, as determined by the Committee;


 


(ii)  fractional shares
shall be disregarded and the Optionee shall pay in cash an amount equal to such
fraction multiplied by the price determined under subparagraph i above;


 


(iii)  the written
notice shall be accompanied by a duly endorsed blank stock power with respect
to the number of shares of Common Stock set forth in the notice, and the
certificate(s) representing said shares shall be delivered to the Company
at its principal offices within three working days from the date of the notice
of exercise;


 


(iv)  the Optionee
hereby authorizes and directs the Secretary of the Company to transfer so many
of the shares of Common Stock represented by such certificate(s) as are
necessary to pay the purchase price in accordance with the provisions herein;
and


 


 


6

















 


(v)  notwithstanding
any other provision herein, the Optionee shall only be permitted to pay the
purchase price with shares of Common Stock owned by him as of the exercise date
in the manner and within the time periods allowed under 17 CFR Section 240.16b-3
promulgated under the Exchange Act, as such regulation is presently
constituted, as it is amended from time to time, and as it is interpreted now
or hereafter by the Securities and Exchange Commission.


 


(vi)  the Optionee may
elect to pay the exercise price by authorizing a third party to sell Shares
subject to the Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire exercise price and any tax withholding resulting
from such exercise.


 


15.                               Adjustments Upon Changes In Capitalization


 


(a)  Recapitalization.  Subject to any required action by the
stockholders of the Company, the number of Shares covered by the Option and the
per share exercise price of the Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, combination,
reclassification, the payment of a stock dividend on the Common Stock or any
other increase or decrease in the number of such shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been effected without receipt of consideration. Such adjustment
shall be made by the Board of Directors, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.


 


(b)  Corporate
Transaction.  In the event of a
proposed Corporate Transaction, the Board of Directors shall notify the
Optionee at least 10 calendar days prior to such proposed Corporate
Transaction.  To the extent it has not
been previously exercised, the Option will terminate immediately prior to the
consummation of such proposed Corporate Transaction (but subsequent to the full
vesting acceleration provided in Section 2(a)), unless the Option is
assumed or an equivalent option is substituted by the successor corporation or
a parent or subsidiary of such successor corporation. For the purposes of this
subsection, the Option shall be considered assumed if, following the Corporate
Transaction, the Option confers the right to purchase, for each Share subject
to the Option immediately prior to the Corporate Transaction, the consideration
(whether stock, cash, or other securities or property) received in the
Corporate Transaction by holders of Common Stock for each Share subject to the
Option held on the effective date of the Corporate Transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the Corporate Transaction was not solely common
stock of the successor corporation or its parent or subsidiary, the Board of
Directors may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option for each Share
subject to the Option to be solely common stock of the successor corporation or
its parent or subsidiary equal in fair market value to the per share
consideration received by the Company’s holders of Common Stock in the
Corporate Transaction.


 


 


7

















 


16.                               Term Of Option


 


This Option may not be exercised more than
seven years from the date of grant of this Option (the “Term”), as set forth
below, and may be exercised during such term only in accordance with  the terms of this Option.


 


17.                               Not Employment Contract


 


Nothing in this Agreement shall confer upon
the Optionee any right to continue in the employ or other service with the
Company or any Parent or Subsidiary or shall interfere with or restrict in any
way the rights of the Company (or any Parent or Subsidiary), which are hereby
expressly reserved, to discharge the Optionee at any time for any reason
whatsoever, with or without cause, subject to the provisions of applicable law.  This is not an employment contract.


 


18.                               Income Tax Withholding


 


(a) 
Whenever Shares are issued or to be issued pursuant to the Option, the Company
shall have the right to require the recipient to remit to the Company an amount
sufficient to satisfy federal, state, local or other withholding tax
requirements if, when, and to the extent required by law (whether so required
to secure for the Company an otherwise available tax deduction or otherwise)
prior to the delivery of any certificate or certificates for such shares. The
obligations of the Company under this Agreement shall be conditional on
satisfaction of all such withholding obligations and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee. However, in such cases the
Optionee may elect, subject to the approval of the Board of Directors, to
satisfy an applicable withholding requirement, in whole or in part, by having
the Company withhold shares to satisfy their tax obligations. The Optionee may
only elect to have shares withheld having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax which could be
imposed on the transaction. All elections shall be irrevocable, made in
writing, signed by the Optionee, and shall be subject to any restrictions or
limitations that the Board of Directors deems appropriate.


 


In the event of any determination that the
Company has failed to withhold a sum sufficient to pay all withholding taxes
due in connection with the exercise of this Option, the Optionee agrees to pay
the Company the amount of such deficiency in cash within five days after
receiving a written demand from the Company to do so, whether or not Optionee
is an employee of the Company at that time.


 


(b)  At such
time as the Optionee is required to pay to the Company an amount with respect
to tax withholding obligations as set forth in Section 8(a), the Optionee
may elect prior to the date the amount of such withholding tax is determined to
make such payment, or such increased payment as the Optionee elects to make up
to the maximum federal, state and local marginal tax rates (including any
related FICA obligation) applicable to the Optionee and the particular
transaction in accordance with the provisions of Section 8(a).


 


(c)  Any
adverse consequences incurred by an Optionee with respect to the use of shares
of Common Stock to pay any part of the Option Price or of any tax in connection
with the exercise of an Option shall be the sole responsibility of the
Optionee.


 


 


8

















 


19.                               Conditions Upon Issuance of Shares.


 


Shares shall not be issued with respect to
the Option unless the exercise of the Option and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
or public trading market upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of the Option, the Company may
require the Optionee to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.


 


20.                               Notices and Other Communications.


 


Any notice, demand, request or other
communication hereunder to any party shall be deemed to be sufficient if
contained in a written instrument delivered in person or duly sent by first
class registered, certified or overnight mail, postage prepaid, or telecopied
with a confirmation copy by regular, certified or overnight mail, addressed or
telecopied, as the case may be, (i) if to the Optionee, at his residence
address last filed with the Company and (ii) if to the Company, at its
principal place of business, addressed to the attention of its Chief Executive
Officer or Secretary, or to such other address or telecopier number or
electronic mail address, as the case may be, as the addressee may have
designated by notice to the addressor. All such notices, requests, demands and
other communications shall be deemed to have been received: (i) in the
case of personal delivery, on the date of such delivery; (ii) in the case
of mailing, when received by the addressee; (iii) in the case of facsimile
transmission, when confirmed by facsimile machine report; and (iv) in the
case of electronic mail, when directed to an electronic mail address at which
the receiving party has consented to receive notice, provided, that such
consent is deemed revoked if the sender is unable to deliver by electronic
transmission two consecutive notices and such inability becomes known to the
secretary or assistant secretary of the Company or to the transfer agent, or
other person responsible for giving notice.


 


Dated as of
the 28th day of November 2007.


 


 




	
   

  	
  MOSYS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mehdi
  Bathaee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief
  Operating Officer

  






 


 


9

















 


ACKNOWLEDGEMENT BY OPTIONEE


 


The
Optionee acknowledges receipt of copies of the Agreement  and represents that he is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all
of the terms and provisions of the Agreement. 
The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board of Directors upon any questions
arising under the Agreement.


 


	
   

  	
  /s/ Leonard
  Perham

  
	
   

  	
  Optionee

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: December 4, 2007

  	
   

  



 


 


 


[CONSENT OF SPOUSE/DOMESTIC
PARTNER


 


I, __________________________,
spouse/domestic partner of the Optionee who executed the foregoing Agreement,
hereby agree that my spouse’s/domestic partner’s interest in the shares of
Common Stock subject to said Agreement shall be irrevocably bound by the
Agreement’s terms.  I further agree that
my community property interest in such shares, if any, shall similarly be bound
by said Agreement and that such consent is binding upon my executors,
administrators, heirs and assigns.  I
agree to execute and deliver such documents as may be necessary to carry out
the intent of said Agreement and this consent.


 


 


	
   

  	
  ]

  
	
   

  	
  Spouse/Domestic Partner

  



 


 


2

















 


APPENDIX I


 


MOSYS, INC.


 


NOTICE OF EXERCISE OF STOCK OPTION


 


I _____________________________________ (print legibly) hereby elect to
exercise the following stock options(s) granted to me by MOSYS, INC. (the
“Company”).  All shares being purchased
are fully vested and exercisable pursuant to Section 3 of the listed Option
Agreement.


 


1. ____________ Shares at $
____________ per share (Grant date): ____________ )


2. ____________ Shares at $
____________ per share (Grant date): ____________ )


3. ____________ Shares at $
____________ per share (Grant date): ____________ )


4. ____________ Shares at $
____________ per share (Grant date): ____________ )


 




Cash  exercise in the amount of $
____________________


Shares should be issued to me as follows:


                Name: ________________________________________________


 





 


If you choose to include your spouse, you must designate below how you
wish your shares to be registered by checking the appropriate box.  If we receive no designation, the shares will
be designated as Joint Tenants.


 




                                                ________ Joint Tenants                                                                                                                                                                                                            ________ Community Property


                                                ________ Tenants in Common                                                                                                                                                                     ________ Tenancy by Entirety


 





 


Verification by__________________________________________Stock
Administration


 




Certificate to be delivered to (complete item 1 or 2 below)


1.              Employee ________                                                      Home Address:    __________________________________________________________


                                                                                                                                                                                                                                                                                                __________________________________________________________


2.              (Insert Name of Second Broker) 
________________________________________________


                                                Acct
#:  ________________________________________________


                Contact
Name & Number: ________________________________________________


 





 


Signature:
________________________________________ Date:
________________________________________


Social
Security No.: ___________________________________________


[For Company Use
Only]


 


As of the date set forth
above, the above named person has the vested right to exercise the number of
shares set forth above.


Date: ____________________________                                                           ____________________________________________


 


Amount due Company: $ ____________


 


	
   

  	
  MoSys, Inc.

  
	
   

  	
  755 N. Mathilda Avenue

  
	
   

  	
  Sunnyvale, California 94085

  
	
   

  	
  (408) 731-1800

  
	
   

  	
  Attn: Stock Administration

  



 


 














 


NEW
EMPLOYEE INDUCEMENT GRANT STOCK OPTION AGREEMENT


 


TO: 
Leonard Perham (the “Optionee”):


 


MoSys, Inc., a Delaware corporation (the “Company”), hereby grants
to Optionee an option (“Option”) to purchase a total of One Hundred Thousand
(100,000) shares of Common Stock, $0.01 par value per share (“Shares”), of the
Company, at the price set forth herein.


 


DEFINITIONS FOR
CERTAIN DEFINED TERMS ARE AS FOLLOWS:


 


“Agreement”
means this Stock Option Incentive Grant Agreement.


 


“Board of Directors”
means the Board of Directors of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Stock”
means the common stock of the Company, par value $.01 per share.


 


“Committee”
means the Compensation Committee of the Board of Directors.


 


“Consultant”
means any independent contractor retained to perform services for the Company
or a Subsidiary.


 


“Continuous Service”
means the absence of any interruption or termination of service as an Employee,
Director or Consultant by the Company, a Parent, or any Subsidiary. Continuous
Service shall not be considered interrupted during any period of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company and any Parent, Subsidiary or
successor of the Company. A leave of absence approved by the Company shall
include sick leave, military leave or any other personal leave approved by an
authorized representative of the Company.


 


“Corporate Transaction”
means:


 


(a)  an
acquisition after the Grant Date 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
beneficial ownership of 45 percent or more of the Company’s common stock or
voting securities; or


 


(b) 
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”) after the Grant
Date, other than a Business Combination in which (A) the stockholders of
the Company receive beneficial ownership of 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 have
beneficial ownership of 45 percent or more of the stock of the


 


 


2

















 


resulting corporation or
other entity immediately before the Business Combination has beneficial
ownership of 45 percent or more of the stock of such resulting corporation or
other entity.


 


For this purpose, “beneficial ownership” refers to ownership of a
security, directly or indirectly, by any person or entity who through any
contract, arrangement, understanding, relationship or otherwise has or shares (1) voting
power, which includes the power to vote, or to direct the voting of, such
security, and/or (2) investment power, which include the power to dispose,
or to direct the disposition of, such security, and shall be determined in
accordance with Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.


 


“Director” means a director
of the Company.


 


“Employee” means any
person, including officers (whether or not they are directors), employed by the
Company, a Parent or any Subsidiary.


 


“Exchange Act” means Securities
Exchange Act of 1934, as amended.


 


“Fair Market Value” of Common Stock
as of any date is the closing price for the Common Stock as reported on the
NASDAQ Global Market (or on any other national securities exchange or other
established market on which the Common Stock is then listed) for that date or,
if no closing price is reported for that date, the closing price on the next
preceding date for which a closing price was reported.


 


“Grant Date” means, with
respect to the Option, November 8, 2007.


 


“Non-Employee Director” means a Director
of the Company who qualifies as a Non-Employee Director as such term is defined
in Section 240.16b-3(b)(3) of the General Rules and Regulations
promulgated under the Exchange Act.


 


“Parent” means a parent
corporation of the Company, whether now or hereafter existing, as defined by Section 424(e) of
the Code.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Stock Price” means the
average closing price of a share of the Common Stock on the NASDAQ Global
Market (or on any other national securities exchange or other established
market on which the Common Stock is then listed) during a consecutive
90-calendar day period within the first two years following the Grant Date;
provided that in the case of a Corporate Transaction 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 Corporation Transaction is
consummated.


 


“Subsidiary” means a
subsidiary corporation of the Company, whether now or hereafter existing, as
defined in Section 424(f) of the Code.


 


“Termination of Service”
means (a) in the case of an Employee, a cessation of the employee-employer
relationship between the Employee and the Company or a Parent or Subsidiary for
any reason, including, but not by way of limitation, a termination by
resignation, discharge, death, disability, or the disaffiliation of a Parent or
Subsidiary, but excluding any such


 


 


3

















 


termination where there is a
simultaneous reemployment by the Company or a Parent or Subsidiary; (b) in
the case of a Consultant, a cessation of the service relationship between the
Consultant and the Company or a Parent or Subsidiary for any reason, including,
but not by way of limitation, a termination by resignation, discharge, death,
disability, or the disaffiliation of a Parent or Subsidiary, but excluding any
such termination where there is a simultaneous re-engagement of the Consultant
by the Company or a Parent or Subsidiary; and (c) in the case of a
Director, a cessation of the Director’s service on the Board of Directors for
any reason, including, for example, but not by way of limitation, a termination
by resignation, removal, death, disability, expiration of the term of
directorship, but excluding any such termination where there is a simultaneous
reemployment by the Company or a Parent or Subsidiary.


 


THE DETAILS
OF YOUR OPTION ARE AS FOLLOWS:


 


21.                               Nature Of The Option


 


The Option is intended to be a “Nonstatutory Stock Option” subject to
the provisions of Section 1.83-7 of the Treasury Regulations promulgated
under Section 83 of the Code.


 


The Option Price is $5.61 for each Share.


 


22.                               Vesting And Exercise Of Option


 


(a)  During
the term of this Option, it will vest and become exercisable while the Optionee
remains in Continuous Service (except as otherwise provided in this Section 2)
as to 50,000 Shares if the Stock Price is $13.00 and ratably as to the
remaining 50,000 of the Shares for each one cent increase in the Stock Price up
to $15.00 per share (which equals 250 Shares for each one cent increase).  By way of example, if the Stock Price is
$13.75, the Option would vest and become exercisable with respect to 68,750, or
68.75%, of the Shares.


 


(b)  In the
event of the Optionee’s death, disability or other termination of employment,
the Option shall be exercisable in the manner and to the extent provided below:


 


(i)  Termination of
Status as Employee, Director or Consultant. 
If the Optionee’s Continuous Service shall cease for any reason other
than permanent and total disability or death, the Optionee may, but only within
90 days after the date of Termination of Service, exercise the Option to the
extent that the Optionee was entitled to exercise it at the date of Termination
of Service, subject to the condition that no Option shall be exercised after
the expiration of the Term (as defined in Section 6) of the Option.


 


(ii)  Disability of
the Optionee.  If the Optionee’s
Continuous Service shall cease due to disability, and the Optionee was in
Continuous Service as an Employee, Director or Consultant from the Grant Date
until the date of Termination of Service, the Option may be exercised at any
time within 12 months following the date of Termination of Service, but only to
the extent that the Optionee was entitled to exercise the Option at the time of
Termination of Service, subject to the condition that no option shall be
exercised after the expiration of the Term of the Option.


 


(iii)  Death of the
Optionee.  In the event of the death
of the Optionee during the Term of the Option while the Optionee is an
Employee, Non-Employee


 


 


4

















 


Director or Consultant and in Continuous Service
from the Grant Date until the date of death, the Option may be exercised at any
time within six months following the date of death by the Optionee’s estate or
by a person who acquired the right to exercise the Option by bequest,
inheritance or otherwise as a result of the Optionee’s death, but only to the
extent that the Optionee would have been entitled to exercise the Option at the
date of death, subject to the condition that no option shall be exercised after
the expiration of the Term of the Option.


 


(c)  No
fraction of a Share shall be purchasable or deliverable upon exercise, but in
the event any adjustment of the number of Shares covered by the Option shall
cause such number to include a fraction of a Share, such number of Shares shall
be adjusted to the nearest smaller whole number of Shares.


 


(d)  In
order to exercise any portion of this Option that has vested, the Optionee
shall notify the Company in writing of the election to exercise the Option and
the number of Shares in respect of which the Option is being exercised, by
executing and delivering the Notice of Exercise of Stock Option in the form
attached hereto as Appendix I.  The certificate or certificates representing
Shares as to which this Option has been exercised shall be registered in the
name of the Optionee. Or, the optionee shall notify the Company through his
broker if he chooses to exercises the Option through a brokerage firm.


 


23.                               Non-Transferability Of Option


 


As approved by the Committee, any vested portion of the Option may be
transferred by the Optionee through a gift or domestic relations order in
settlement of marital property rights to the following donees or transferees:


 


(a)  any “family
member,” which includes any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law,
including adoptive relations, and any person sharing the employee’s household
(other than a tenant or employee);


 


(b)  a trust
in which “family members” have more than 50% of the beneficial interest;


 


(c)  a
foundation in which “family members” or the employee control the management of
assets; and


 


(d)  any
other entity in which the “family members” (or the employee) own more than 50%
of the voting interests;


 


provided that (x) there
may be no consideration for any such transfer, (y) this Agreement, and any
amendment hereto, must be approved by the Committee, and must expressly provide
for transferability in a manner consistent with this Section 3, and (z) subsequent
transfers of the Option or transferred portion shall be prohibited except transfers
effected in accordance with this Section 3.  Following the transfer, the Option or
transferred portion shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that the
term “Optionee” shall be deemed to
refer to the transferee in lieu of or in addition to the transferor. Any
Termination of Service of the Optionee shall be applied with respect to the
original Optionee, following which the Options shall be exercisable by the
transferee only to the extent and for the periods specified in this Agreement.


 


 


5

















 


Otherwise, this Option may be transferred only by will or by the law of
descent and distribution.  The terms of
this Option shall be binding upon the executors, administrators, heirs and
successors of the Optionee.


 


24.                               Method Of Payment


 


Payment of the exercise price shall be by any of the following, or a
combination thereof, at the election of the Optionee:


 


(a)  cash;


 


(b)  check,
cashier’s check, certified check or wire transfer;


 


(c)  in the
event there exists a public market for the Company’s Common Stock on the date
of exercise, by delivery of a sell order to a broker for the Shares being
purchased and an agreement to pay (or have the broker remit payment for) the
purchase price of the shares being purchased on or before the settlement date
for the sale of such Shares to the broker; or


 


(d)  in the
event there exists a public market for the Company’s Common Stock on the date
of exercise, by surrender of shares of the Company’s Common Stock.  In this case payment shall be made as
follows:


 


(i)  the Optionee shall
deliver to the Secretary of the Company a written notice which shall set forth
the portion of the purchase price the Optionee wishes to pay with Common Stock,
and the number of shares of Common Stock the Optionee intends to surrender upon
the exercise of this Option, which shall be determined by dividing the
aforementioned portion of the purchase price by the closing price per share of
the Common Stock of the Company, as reported on the NASDAQ Global Market (or on
any other national securities exchange or other established market on which the
Common Stock is then listed), on the last business day immediately preceding
the date of exercise of the Option, as determined by the Committee;


 


(ii)  fractional shares
shall be disregarded and the Optionee shall pay in cash an amount equal to such
fraction multiplied by the price determined under subparagraph i above;


 


(iii)  the written notice
shall be accompanied by a duly endorsed blank stock power with respect to the
number of shares of Common Stock set forth in the notice, and the certificate(s) representing
said shares shall be delivered to the Company at its principal offices within three
working days from the date of the notice of exercise;


 


(iv)  the Optionee
hereby authorizes and directs the Secretary of the Company to transfer so many
of the shares of Common Stock represented by such certificate(s) as are
necessary to pay the purchase price in accordance with the provisions herein;
and


 


(v)  notwithstanding
any other provision herein, the Optionee shall only be permitted to pay the
purchase price with shares of Common Stock owned by him as of the exercise date
in the manner and within the time periods allowed under 17 CFR Section 240.16b-3
promulgated under the Exchange Act, as such regulation


 


 


6

















 


is presently constituted, as it is amended from time
to time, and as it is interpreted now or hereafter by the Securities and
Exchange Commission.


 


(vi)  the Optionee may
elect to pay the exercise price by authorizing a third party to sell Shares
subject to the Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire exercise price and any tax withholding resulting
from such exercise.


 


25.                               Adjustments Upon Changes In Capitalization


 


(a)  Recapitalization.  Subject to any required action by the
stockholders of the Company, the number of Shares covered by the Option and the
per share exercise price of the Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, combination,
reclassification, the payment of a stock dividend on the Common Stock or any
other increase or decrease in the number of such shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been effected without receipt of consideration. Such adjustment
shall be made by the Board of Directors, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.


 


(b)  Corporate
Transaction.  In the event of a
proposed Corporate Transaction, the Board of Directors shall notify the
Optionee at least 10 calendar days prior to such proposed Corporate
Transaction.  To the extent it has not
been previously exercised, the Option will terminate immediately prior to the
consummation of such proposed Corporate Transaction (but subsequent to the full
vesting acceleration provided in Section 2(a)), unless the Option is
assumed or an equivalent option is substituted by the successor corporation or
a parent or subsidiary of such successor corporation. For the purposes of this
subsection, the Option shall be considered assumed if, following the Corporate
Transaction, the Option confers the right to purchase, for each Share subject
to the Option immediately prior to the Corporate Transaction, the consideration
(whether stock, cash, or other securities or property) received in the
Corporate Transaction by holders of Common Stock for each Share subject to the
Option held on the effective date of the Corporate Transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the Corporate Transaction was not solely common
stock of the successor corporation or its parent or subsidiary, the Board of
Directors may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option for each Share
subject to the Option to be solely common stock of the successor corporation or
its parent or subsidiary equal in fair market value to the per share
consideration received by the Company’s holders of Common Stock in the
Corporate Transaction.


 


26.                               Term Of Option


 


This Option may not be exercised more than seven years from the date of
grant of this Option (the “Term”), as set forth below, and may be exercised
during such term only in accordance with 
the terms of this Option.


 


 


7

















 


27.                               Not Employment Contract


 


Nothing in this Agreement shall confer upon the Optionee any right to
continue in the employ or other service with the Company or any Parent or
Subsidiary or shall interfere with or restrict in any way the rights of the
Company (or any Parent or Subsidiary), which are hereby expressly reserved, to
discharge the Optionee at any time for any reason whatsoever, with or without
cause, subject to the provisions of applicable law.  This is not an employment contract.


 


28.                               Income Tax Withholding


 


(a) 
Whenever Shares are issued or to be issued pursuant to the Option, the Company
shall have the right to require the recipient to remit to the Company an amount
sufficient to satisfy federal, state, local or other withholding tax
requirements if, when, and to the extent required by law (whether so required
to secure for the Company an otherwise available tax deduction or otherwise)
prior to the delivery of any certificate or certificates for such shares. The obligations
of the Company under this Agreement shall be conditional on satisfaction of all
such withholding obligations and the Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Optionee. However, in such cases the Optionee may elect,
subject to the approval of the Board of Directors, to satisfy an applicable
withholding requirement, in whole or in part, by having the Company withhold
shares to satisfy their tax obligations. The Optionee may only elect to have
shares withheld having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All elections shall be irrevocable, made in writing, signed by
the Optionee, and shall be subject to any restrictions or limitations that the
Board of Directors deems appropriate.


 


In the event of any determination that the
Company has failed to withhold a sum sufficient to pay all withholding taxes
due in connection with the exercise of this Option, the Optionee agrees to pay
the Company the amount of such deficiency in cash within five days after
receiving a written demand from the Company to do so, whether or not Optionee
is an employee of the Company at that time.


 


(b)  At such
time as the Optionee is required to pay to the Company an amount with respect
to tax withholding obligations as set forth in Section 8(a), the Optionee
may elect prior to the date the amount of such withholding tax is determined to
make such payment, or such increased payment as the Optionee elects to make up
to the maximum federal, state and local marginal tax rates (including any
related FICA obligation) applicable to the Optionee and the particular
transaction in accordance with the provisions of Section 8(a).


 


(c)  Any
adverse consequences incurred by an Optionee with respect to the use of shares
of Common Stock to pay any part of the Option Price or of any tax in connection
with the exercise of an Option shall be the sole responsibility of the
Optionee.


 


29.                               Conditions Upon Issuance of Shares.


 


Shares shall not be issued with respect to the Option unless the
exercise of the Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
or public trading market upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of the Option, the


 


 


8

















 


Company may require the
Optionee to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.


 


30.                               Notices and Other Communications.


 


Any notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied, as the case may
be, (i) if to the Optionee, at his residence address last filed with the
Company and (ii) if to the Company, at its principal place of business,
addressed to the attention of its Chief Executive Officer or Secretary, or to
such other address or telecopier number or electronic mail address, as the case
may be, as the addressee may have designated by notice to the addressor. All
such notices, requests, demands and other communications shall be deemed to
have been received: (i) in the case of personal delivery, on the date of
such delivery; (ii) in the case of mailing, when received by the
addressee; (iii) in the case of facsimile transmission, when confirmed by
facsimile machine report; and (iv) in the case of electronic mail, when
directed to an electronic mail address at which the receiving party has
consented to receive notice, provided, that such consent is deemed revoked if
the sender is unable to deliver by electronic transmission two consecutive
notices and such inability becomes known to the secretary or assistant
secretary of the Company or to the transfer agent, or other person responsible
for giving notice.


 


Dated as of the 28th day of November 2007.


 


 


	
   

  	
  MOSYS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mehdi Bathaee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Operating Officer

  



 


 


9

















 


ACKNOWLEDGEMENT BY OPTIONEE


 


The Optionee acknowledges receipt of copies of the Agreement  and represents that he is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all
of the terms and provisions of the Agreement. 
The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board of Directors upon any questions
arising under the Agreement.


 


	
   

  	
  /s/ Leonard Perham

  
	
   

  	
  Optionee

  



 


Date:  December 4, 2007


 


 


 


[CONSENT OF SPOUSE/DOMESTIC PARTNER


 


I,                                                   ,
spouse/domestic partner of the Optionee who executed the foregoing Agreement,
hereby agree that my spouse’s/domestic partner’s interest in the shares of
Common Stock subject to said Agreement shall be irrevocably bound by the
Agreement’s terms.  I further agree that
my community property interest in such shares, if any, shall similarly be bound
by said Agreement and that such consent is binding upon my executors,
administrators, heirs and assigns.  I
agree to execute and deliver such documents as may be necessary to carry out
the intent of said Agreement and this consent.


 


 


	
   

  	
  ]

  
	
   

  	
  Spouse/Domestic Partner

  



 


 

















 


APPENDIX I


 


MOSYS, INC.


 


NOTICE OF EXERCISE OF STOCK OPTION


 


I
_____________________________________ (print legibly) hereby elect to exercise
the following stock options(s) granted to me by MOSYS, INC. (the
“Company”).  All shares being purchased
are fully vested and exercisable pursuant to Section 3 of the listed
Option Agreement.


 


1. ____________ Shares at $ ____________ per share
(Grant date): ____________ )


2. ____________ Shares at $ ____________ per share
(Grant date): ____________ )


3. ____________ Shares at $ ____________ per share
(Grant date): ____________ )


4. ____________ Shares at $ ____________ per share
(Grant date): ____________ )


 




Cash  exercise in the amount of $ ____________________


Shares should
be issued to me as follows:


                Name: ________________________________________________


 





 


If you choose
to include your spouse, you must designate below how you wish your shares to be
registered by checking the appropriate box. 
If we receive no designation, the shares will be designated as Joint
Tenants.




                                                ________ Joint Tenants                                                                                                                                                                                                            ________ Community Property


                                                ________ Tenants in Common                                                                                                                                                                          ________ Tenancy by Entirety


 





 


Verification
by__________________________________________Stock Administration


 




Certificate to
be delivered to (complete item 1 or 2 below)


1.               Employee ________                                                         Home Address:    __________________________________________________________


                                                                                                                                                                                                                                                                                                __________________________________________________________


2.               (Insert Name of Second Broker) 
________________________________________________


                                                Acct
#:  ________________________________________________


                Contact Name & Number: ________________________________________________


 





 


Signature:
________________________________________Date:
________________________________________


Social
Security No.: ___________________________________________


[For Company Use Only]


 


As of the date set forth
above, the above named person has the vested right to exercise the number of
shares set forth above.


Date: ____________________________                                                            ____________________________________________


 


Amount due
Company: $ ____________


 


	
   

  	
  MoSys, Inc.

  
	
   

  	
  755 N.
  Mathilda Avenue

  
	
   

  	
  Sunnyvale,
  California 94085

  
	
   

  	
  (408)
  731-1800

  
	
   

  	
  Attn: Stock
  Administration