Exhibit 10.29


 


MOSYS, INC.


CHANGE-IN-CONTROL AGREEMENT


 


THIS CHANGE-IN-CONTROL AGREEMENT (this “Agreement”),
made and entered into as of February 21, 2008, by and between MoSys Inc.,
a Delaware corporation (“MoSys”), and Didier Lacroix (the “Officer”).


 


WHEREAS, MoSys considers it essential to its best
interests to foster the continued employment of key management personnel and
recognizes the distraction and disruption that the possibility of a
Change-in-Control (as defined in Section 1(d) below) may raise to the
detriment of MoSys and its stockholders; and


 


WHEREAS, MoSys has determined to take appropriate
steps to reinforce and encourage the continued attention and dedication of key
management personnel to their assigned duties in the face of a possible Change-in-Control;


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, MoSys and the Officer
hereby agree as follows:


 


1.             DEFINITIONS


 


(a)           “Base Salary” shall mean the annual salary of the
Officer at the time of termination of his employment within the application of
this Agreement.


 


(b)           “Beneficiary” shall mean (i) the person or
persons named by the Officer, by notice to MoSys, to receive any compensation
or benefit payable under this Agreement or (ii) in the event of his death,
if no such person is named and survives the Officer, his estate.


 


(c)           “Board” shall mean the Board of Directors of
MoSys.


 


(d)           “Change-in-Control” means the occurrence of any of the
following:


 


(i) an acquisition after the Effective Date by an
individual, an entity or a group in one or more related transactions (excluding
MoSys or an employee benefit plan of MoSys or a corporation controlled by MoSys’
stockholders) of 45 percent or more of MoSys’ common stock or voting
securities; or


 


(ii) consummation of a complete liquidation or
dissolution of MoSys or a merger, consolidation, reorganization or sale of all
or substantially all of MoSys’ assets (collectively, a “Business Combination”)
other than a Business Combination in which (A) the stockholders of MoSys
receive 50 percent or more of the stock of the corporation resulting from the
Business Combination and (B) at least a majority of the board of directors
of such resulting corporation were incumbent directors of MoSys 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 MoSys) who did not own 45 percent or more of the stock of the
resulting 


 

















 


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


 


(e)           “Good Reason” means, without the Officer’s prior
written consent or acquiescence:


 


(i)  assignment to the Officer of duties
incompatible with the Officer’s position, failure to maintain the Officer in
this position and its reporting relationship or a substantial diminution in the
nature of the Officer’s authority or responsibilities;


 


(ii)  reduction in the Officer’s then current
Base Salary or in the bonus or incentive compensation opportunities or benefits
coverage available during the term of this Agreement, except pursuant to an
across-the-board reduction similarly affecting all senior executives of MoSys;


 


(iii)  termination of the Officer’s employment,
for any reason other than death, disability, voluntary termination or
Misconduct (as defined below);


 


(iv)  relocation of the Officer’s principal place
of business to a location more than 30 miles from the location of such office
on the date of this Agreement;


 


(v)  MoSys’s failure to pay the Officer any
material amounts otherwise vested and due the Officer hereunder or under any
plan, program or policy of MoSys; or


 


(vi)  failure of a successor to MoSys following a
Change-in-Control to expressly assume or affirm MoSys’s obligations under this
Agreement as specified in Section 6.


 


(f)            “Misconduct” means the commission of any act of
fraud, embezzlement or dishonesty or other violation of MoSys’s Code of
Business Conduct and Ethics for Employees, Executive Officers and Directors by
the Officer, any unauthorized use or disclosure by the Officer of confidential
information or trade secrets of MoSys or other breach by the Officer of a
material agreement between the Company and the Officer, or any other
intentional misconduct by the Officer adversely affecting the business affairs
of MoSys in a material manner.


 


(g)           “MoSys” when used herein shall be deemed to
refer to MoSys and any entity or entities that succeed to the assets and
properties of MoSys following a Change-in-Control, or any other corporation or
other entity which is a subsidiary or parent of such successor entity or
entities for whom the Officer is employed at any time within two years
following the Change-in-Control.


 


2.             TERM OF AGREEMENT


 


This Agreement shall be effective immediately upon its
execution by MoSys and the Officer (the “Effective Date”) and shall remain in
effect until the earliest to occur of:  (a) termination
of the Officer’s employment with MoSys following a Change-in-Control (i) by
reason of death or disability, (ii) by the Officer other than for Good
Reason, or (iii) by MoSys for Misconduct, or (b) two years after the
date of a Change-in-Control.


 


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3.             CHANGE IN CONTROL BENEFITS


 


In the event of termination
of the Officer’s employment by the Officer for Good Reason within two years
following a Change-in-Control, the Officer will be entitled to the following:


 


(a)           Salary
and Benefits:


 


(i)  his Base Salary through the date of
termination;


 


(ii)  payment in lieu of any unused vacation, in
accordance with MoSys’s vacation policy and applicable laws;


 


(iii)  any other compensation or benefits,
including without limitation any benefits under long-term incentive
compensation plans, any benefits under equity grants and awards and employee
benefits under plans that have vested through the date of termination or to
which the Officer may then be entitled in accordance with the applicable terms
of each grant, award or plan; and


 


(iv)  reimbursement of any business expenses
incurred by the Officer through the date of termination but not yet paid to the
Officer.


 


(b)           Stock Option
Acceleration:


 


(i)During the
first year of MoSys employment of Officer, immediate and unconditional
vesting of 50 percent of the then unvested stock options and stock awards
previously granted to the Officer and, for the one-year period following
termination, the right to exercise any stock options or other awards held by
him.


 


(ii)After the first year of MoSys employment of the
Officer, immediate and
unconditional vesting of one year of the remaining then unvested stock options
and stock awards previously granted to the Officer and, for the one-year period
following termination, the right to exercise any stock options or other awards
held by him.


 


(c)           Release. 
MoSys will require, as a condition of receiving the Change-in-Control
payments under subsection (b) above, that the Officer execute a
general release substantially in the form attached as Exhibit A, which
upon execution shall be deemed incorporated herein by reference as a material
part of this Agreement.


 


4.             NO MITIGATION


 


MoSys
agrees that if the Officer’s employment with MoSys terminates, the Officer will
not be obligated to seek other employment or to attempt to reduce any amount
payable to the Officer under this Agreement. Further, no amount of any payment
under this Agreement shall be reduced by any compensation earned by the Officer
as the result of employment by a subsequent employer or otherwise.


 


 


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5.             NOTICES


 


Any
notice or other communication required or permitted under this Agreement shall
be in writing and shall be deemed to have been duly given when delivered by
hand, electronic transmission (with a copy following by hand, mail or overnight
courier), by registered or certified mail, postage prepaid, return receipt
requested or by overnight courier addressed to the other party. All notices
shall be addressed as follows, or to such other address or addresses as may be
substituted by notice in writing:


 


	
  To
  MoSys Inc.:

  	
   

  	
  To
  the Officer:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  755
  N Mathilda Drive

  	
   

  	
   

  
	
  Suite 100

  	
   

  	
   

  
	
  Sunnyvale,
  CA 94085

  	
   

  	
   

  
	
  Attention:
  Chairman, Compensation

  Committee of the Board of Directors

  	
   

  	
  Fax:

  
	
  Fax:
  (408) 731-1893

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


6.             SUCCESSORS


 


(a)           MoSys’s Successors. 
Any successor to MoSys (whether direct or indirect and whether by
purchase, lease, merger, consolidation, liquidation or otherwise) or to all or
substantially all of MoSys’s business and/or assets shall assume MoSys’s
obligations under this Agreement in the same manner and to the same extent as
MoSys would be required to perform such obligations in the absence of a succession.


 


(b)           Officer’s Successors. 
Without the written consent of MoSys, the Officer can not assign or
transfer this Agreement or any right or obligation under this Agreement to any
other person or entity.  Notwithstanding
the foregoing, the terms of this Agreement and all rights of the Officer under
this Agreement shall inure to the benefit of, and be enforceable by, the
Officer’s personal or legal representatives, executors, administrators,
successors, heirs, distributes, devisees and legatees.


 


7.             GENERAL PROVISIONS


 


(a)           Amendments. 
No provision of this Agreement may be amended, modified or waived unless
such amendment, modification or waiver shall be agreed to in writing and signed
by the Officer and by a member of the Compensation Committee of the Board.


 


(b)           Severability. 
If any provision of this Agreement shall be determined to be invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law. 
If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions
shall nevertheless continue in full force without being impaired or invalidated
in any way.


 


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(c)           Governing Law. 
This Agreement shall be construed, interpreted and governed in
accordance with the laws of the state of California without regard to its
conflicts of laws rules.


 


(d)           Inconsistencies. 
The terms of this Agreement supersede any inconsistent prior promises,
policies, representations, understandings, arrangements or agreements between
the parties, whether by employment contract or otherwise.


 


(e)           Survival. 
Notwithstanding the termination of the term of this Agreement, the
duties and obligations of MoSys, if any, following the termination of the
Officer’s employment following a Change-in-Control shall survive indefinitely.


 


(f)            Withholding. 
MoSys may deduct and withhold from any payments hereunder the amount
that MoSys, in its reasonable judgment, is required to deduct and withhold for
any federal, state or local income or employment taxes.


 


(g)           No Other Compensation;
Employee at Will.  Except as provided in Section 3 above,
no amount or benefit shall be payable to the Officer under this Agreement in
respect of termination of the Officer’s employment within two years following a
Change-in-Control.  This Agreement shall
not be construed as creating an express or implied contract of employment and,
except as otherwise agreed in writing between the Officer and MoSys, the
Officer is and shall remain an “employee at will” and shall not have any right
to be retained in the employ of MoSys.


 


(h)           Counterparts. 
This Agreement may be executed in counterparts.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.


 


 


	
   

  	
  MOSYS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Len Perham

  
	
   

  	
  Len Perham

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Didier Lacroix

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Didier Lacroix

  
	
   

  	
  (Signature)

  



 


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EXHIBIT A


RELEASE AGREEMENT


 


In consideration of the benefits I will receive under MoSys Inc.’s
Change-in-Control Agreement, I hereby release, acquit and forever discharge
MoSys Inc. (the “Company”), its parents, subsidiaries, predecessors, successors
and affiliates, and each of their respective officers, directors, agents,
servants, employees, attorneys shareholders, and assigns (the “Released Parties”),
of and from any and all claims, liabilities, demands, causes of action, costs,
expenses, attorneys’ fees, damages, indemnities and obligations of every kind
and nature, in law, equity, or otherwise, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way related to
agreements, events, acts or conduct at any time prior to and including the date
I sign this Release Agreement. This release of claims includes, but is not
limited to:


 


	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  any
  and all claims and demands directly or indirectly arising out of or in any
  way connected with my employment with the Company or the termination of that
  employment, including, but not limited to, claims, demands or agreements
  related to salary, bonuses, commissions, vacation pay, personal time off, fringe
  benefits, expense reimbursements, sabbatical benefits, severance benefits,
  stock, stock options, any other ownership or equity interest in the Company,
  or any other form of compensation or benefit;

  
	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  claims
  pursuant to any federal, state or local law, statute, common law or cause of
  action including, but not limited to, Title VII of the federal Civil
  Rights Act of 1964, as amended, or any other statute, agreement or source of
  law, the federal Age Discrimination in Employment Act of 1967, as amended
  (“ADEA”), the federal Americans with Disabilities Act of 1990, the Family and
  Medical Leave Act, the Employee Retirement Income Security Act, the Equal Pay
  Act, the Worker Adjustment and Retraining Notification Act, the California
  Fair Employment and Housing Act, as amended, and the California Labor Code;

  
	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  all
  tort law claims, including claims for fraud, misrepresentation, defamation,
  libel, emotional distress and breach of the implied covenant of good faith
  and fair dealing; and

  
	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  all
  claims arising under contract law, or the law of wrongful discharge,
  discrimination or harassment.

  



 


I
represent that I have no lawsuits, claims or actions pending in my name, or on
behalf of any other person or entity, against any of the Released Parties. I
agree that in the event I bring a claim covered by this release in which I seek
damages against the Company or in the event I seek to recover against the
Company in any claims brought by a governmental agency on my behalf, this
Agreement shall serve as a complete defense to such claims.


 


ADEA
Waiver and Release:  I acknowledge
that I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA. I also acknowledge that the consideration given for the waiver and
release herein is in addition to anything of value to which I was already
entitled. I further acknowledge that I have been advised by this writing, as
required by the ADEA, that: (a) my waiver and release do not apply to any
rights or claims that may arise after 


 


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the
execution date of this Agreement; (b) I have been advised hereby that I
have the right to consult with an attorney prior to executing this Agreement; (c) I
have 21 days from the date I receive this Agreement to consider this Agreement
(although I voluntarily may choose to execute this Agreement earlier); (d) I
have seven days following the execution of this Agreement to revoke the
Agreement; and (e) this Agreement shall not be effective until the later
of (i) the date upon which the revocation period has expired, which shall
be the eighth day after I execute this Agreement, or (ii) the date I
return this Agreement, fully executed, to the Company.


 


I acknowledge that for this Release Agreement to be effective, I must
sign and return it to the Company within 21 days after the date I receive it
and I must not revoke it at any time during the above-referenced seven-day
revocation period.


 


I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: “A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.” I hereby expressly waive
and relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any unknown or
unsuspected claims I may have against any of the Released Parties.


 


I understand that this Release Agreement, together with the
Change-in-Control Agreement, constitutes the complete, final and exclusive
embodiment of the entire agreement between the Company and me with regard to
the subject matter hereof. I am not relying on any promise or representation by
the Company that is not expressly stated in this Release Agreement.


 


 


	
   

  	
  Didier
  Lacroix

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  
	
   

  	
   

  	 

	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	 

	
   

  	
  Date:

  	
   

  	 

	
   

  	 

	
  ACCEPTED AND AGREED:

  	 

	
   

  	 

	
   

  	 

	
  MOSYS INC.

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
   

  	
   

  	 

	
   

  	 

	
  Its: CEO, Len Perham

  	 

	
   

  	 

	
  Date:

  	
   

  	
   

  	 

									



 


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