**Exhibit 10.33**SEPARATION AGREEMENT AND RELEASE     This Separation Agreement and Release (together with its attachments, the “Agreement”) is madeand entered into as of June 15, 2007, by and between Transmeta Corporation, a Delaware corporation(together with its subsidiaries, successors and assigns, the “Company”), and David R. Ditzel (the“Executive”).     WHEREAS, the Executive has been employed by the Company since its founding and has held aseries of management positions, most recently as the Company’s Chief Technology Officer (“CTO”)until that position was eliminated effective March 31, 2007, pursuant to a workforce reductionannounced February 2, 2007;     WHEREAS, the Executive and the Company have terminated the Executive’s employment relationshipwith the Company, effective May 31, 2007;     WHEREAS, the Company believes that it is in the best interest of its shareholders to enterinto a comprehensive separation agreement and release with the Executive;     WHEREAS, the Executive and the Company (the “Parties”) desire to settle fully and finally anyand all differences between them, and so have negotiated and agreed to a final settlement of theirrespective rights, obligations and liabilities;     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the Executive and the Company hereby agree as follows:     1. The Parties agree that Executive’s employment relationship with the Company terminated asof May 31, 2007 (the “Separation Date”). The Parties acknowledge that the Executive’s position asChief Technology Officer of the Company was eliminated as of March 31, 2007, and that the Executiveresigned that office and each other office and position in the Company or any of its subsidiaries,with the sole exception of his position as a member of the Company’s Board of Directors, as ofMarch 31, 2007. The Executive hereby retires from and resigns his position as a member of theCompany’s Board of Directors effective as of the date of this Agreement.     2. Severance Payment. The Company shall make to the Executive a final lump sum severancepayment of $210,000 according to the following schedule: (a) the first installment of $105,000shall be paid on or before June 30, 2007; (b) the second installment of $55,000 shall be paid on orbefore December 31, 2007; and (c) the third and final installment of $50,000 shall be paid on orbefore June 30, 2008. The Executive acknowledges that this sum represents a gross amount beforeall applicable federal, state and local withholding taxes that are required to be deducted by theCompany.     3. Health Benefits. Pursuant to the provisions of COBRA, the Company will continue to payfor the Executive’s present election of group health benefits for the
Page 1 of 8

 
Executive and his dependents until he finds employment providing comparable health benefits,or through and including September 30, 2007, whichever comes first.     4. Reimbursements. The Company shall promptly reimburse the Executive for any reasonablebusiness expenses properly incurred by the Executive through May 31, 2007 and duly submitted by theExecutive for reimbursement. By or before the Effective Date, the Company will pay to Executiveall expense reimbursements, accrued vacation, outstanding benefits, salary and any similarpayments, if any, owed by the Company to Executive as of the separation date of May 31, 2007.     5. Stock Options. With respect to the stock options granted to the Executive by the Company,the Parties acknowledge and agree to the following:     a. The Parties acknowledge and agree that the Company has granted to the Executive certainoptions to purchase the Company’s common stock as follows: (1) a March 1999 grant to purchase upto 500,000 shares of the Company’s common stock at an exercise price of $0.65 per share; (2) a July2001 grant to purchase up to 250,000 shares of the Company’s common stock at an exercise price of$3.11 per share; (3) an April 2002 grant to purchase up to 240,000 shares of the Company’s commonstock at an exercise price of $2.46 per share; (4) a November 2002 grant to purchase up to 130,000shares of the Company’s common stock at an exercise price of $1.05 per share; (5) a May 2003 grantto purchase up to 100,000 shares of the Company’s common stock at an exercise price of $1.57 pershare; (6) a May 2004 grant to purchase up to 100,000 shares of the Company’s common stock at anexercise price of $2.15 per share; (7) a May 2005 grant to purchase up to 433,000 shares of theCompany’s common stock at an exercise price of $0.75 per share; and (8) a June 2006 grant topurchase up to 250,000 shares of the Company’s common stock at an exercise price of $1.48 per share(collectively, the “Stock Options”). The Parties acknowledge and agree that each of the StockOptions is governed by the terms of their respective grant agreements.     b. The Executive acknowledges and agrees that the Company has not issued to him any option topurchase common stock of the Company other than the stock options described above in subsection 5.aof this Agreement, and that he has no other right, title or interest in or to any option or rightto acquire common stock of the Company.     6. Mutual Releases.     a. Release by the Company. In consideration of the Executive entering into this Agreement,to the fullest extent permitted by law, the Company, on behalf of itself and its subsidiaries,successors and assigns (collectively, the “Releasing Company Parties”), knowingly and voluntarilyreleases and discharges the Executive, and each of the Executive’s heirs, family members,executors, administrators and attorneys, and any successor or assign of any of the foregoing(collectively, the “Released Executive Parties”), from any claim, charge, action or cause of actionthat any of the Releasing Company Parties may have against any of the Released Executive Parties,whether known or unknown, from the beginning of time through the date of this Agreement based
Page 2 of 8

 
upon any act, fact, omission, matter, cause or thing whatsoever, whether or not related to orarising out of the Executive’s employment with the Company or the termination thereof.Notwithstanding the foregoing, this release shall not extend to or discharge (i) the Company’sright to enforce the terms and conditions of this Agreement, or (ii) any rights or claims thatmight arise after the date of this Agreement, or (iii) the Company’s right to enforce the terms andconditions of the Proprietary Information Agreement, or (iv) the Company’s right to enforce theterms and conditions of the Indemnity Agreement, its Certificate of Incorporation or its Bylaws, or(v) the Company’s right to collect any applicable federal, state or local withholding taxes thatare required to be deducted by the Company for any reason, all of which rights and claims shall bepreserved, or (vi) the Company’s right to enforce the terms and conditions of each agreement andplan governing the issuance of each stock option referenced in Section 5.a, as well as the stockissued upon exercise of that stock option. The Company represents and warrants that it currentlyknows of no basis for any claims by it against any Released Executive Party, and that neither theCompany nor anyone acting on its behalf has filed any claim, action, suit, complaint or proceedingagainst any Released Executive Party in any agency, court or other forum or tribunal.     b. Release by the Executive. In consideration of the Company entering into this Agreement,to the fullest extent permitted by law, the Executive, on behalf of himself and his heirs,executors, administrators, successors and assigns (collectively, the Releasing Executive Parties”),knowingly and voluntarily releases and discharges the Company and its subsidiaries and affiliates,the respective current and former officers, employees, attorneys, agents and directors of theCompany and its subsidiaries and affiliates, and any successor or assign of any of the foregoing(collectively, the “Released Company Parties”), from any claim, charge, action or cause of actionthat any of the Releasing Executive Parties may have against any of the Released Company Parties,whether known or unknown, from the beginning of time through the date of this Agreement based uponany act, fact, omission, matter, cause or thing whatsoever, whether or not related to or arisingout of the Executive’s employment with the Company or the termination thereof. Notwithstanding theforegoing, this release shall not extend to or discharge any claims that Executive may not releaseas a matter of law, including but not limited to any rights to or claims for indemnification orcontribution, including associated expenses and attorneys fees and the advancement of either of theforegoing, that Executive currently has or may in the future have under any of the following: theCertificate of Incorporation or By-Laws of the Company, under any applicable insurance policy,under that certain Indemnity Agreement effective as of September 13, 2000 between Executive and theCompany (the “Indemnity Agreement”), or under any other provision or principle of law, orotherwise. In addition, this release shall not extend to or discharge (i) the Executive’s right toenforce the terms and conditions of this Agreement, or (ii) any rights or claims that might ariseafter the date of this Agreement, or (iii) the Executive’s right to enforce the terms andconditions of the Indemnity Agreement or the Company’s Certificate of Incorporation or its Bylaws,all of which rights and claims shall be preserved, or (iv) the Executive’s right to enforce theterms and conditions of each agreement and plan governing the issuance of each stock optionreferenced in Section 5.a, as well as the stock issued upon exercise of that stock option. Nothingin this Section 6.b shall prohibit
Page 3 of 8

 
Executive from filing a charge or complaint with a government agency such as but not limitedto the Equal Employment Opportunity Commission, the National Labor Relations Board, the Departmentof Labor, the California Department of Fair Employment and Housing, or other applicable agency.The Executive represents and warrants that he currently knows of no basis for any claims by himagainst any Released Company Party, and that neither he nor anyone acting on his behalf has filedany claim, action, suit, complaint or proceeding against any Released Company Party in any agency,court or other forum or tribunal.     c. The releases and discharges provided in subsections 6.a and 6.b above include, but are notlimited to, any rights or claims under United States federal, state or local law for wrongful orabusive discharge, or for discrimination based upon race, color, ethnicity, sex, age, nationalorigin, religion, disability, sexual orientation, including rights or claims under the AgeDiscrimination in Employment Act of 1967 (“ADEA”). The Executive and the Company each expresslywaives any right or benefit that otherwise would be available to them, respectively, pursuant tosection 1542 of the Civil Code of the State of California, which statute provides as follows: “Ageneral release does not extend to claims which the creditor does not know or suspect to exist inhis or her favor at the time of executing the release, which if known by him or her must havematerially affected his or her settlement with the debtor.”     d. It is understood and agreed that this Agreement represents a compromise settlement of adisputed claim or claims, and that neither this Agreement itself nor the furnishing of theconsideration for this Agreement shall be deemed or construed as an admission of liability orwrongdoing of any kind by the Company.     e. The Executive affirms that that he has been advised by the Company to consult with anattorney of his choice concerning the terms and conditions set forth herein; that he has availedhimself of that right; that he has been given at least twenty-one (21) days within which toconsider this release and its consequences; that he has seven (7) days after signing this Agreementto revoke and cancel this Agreement by written notice to the Company; that this Agreement shall notbecome effective or enforceable until the eighth day following its execution (the “EffectiveDate”); and that Executive, if he chooses to sign this Agreement, should do so no earlier than May31, 2007.     7. Cooperation. For the period of one year following the date of this Agreement, theExecutive hereby agrees to assist the Company, upon reasonable request by the Company, and subjectto reasonable accommodation of the Executive’s personal and business schedule, in connection withany pending or future dispute, litigation, arbitration or similar proceeding or investigation(“Dispute”) or any regulatory request or filing involving the Company, any of its directors, or anyof the directors of any of its subsidiaries, provided that such Dispute or regulatory request orfiling related to a matter of which he had knowledge or for which he was responsible prior to thedate of this Agreement, and that such request for assistance is neither unduly burdensome norunreasonable. The Company shall promptly reimburse the Executive for, or promptly advance to theExecutive, all costs and expenses reasonably incurred by the Executive in connection with renderingassistance to the Company in connection with any such
Page 4 of 8

 
Dispute or regulatory request or filing, including without limitation reasonable fees anddisbursements of separate counsel for the Executive if the Executive reasonably determines that thematter is of a nature which indicates that he should have separate representation. Such expensesshall be reimbursed or advanced promptly after the Executive’s submission to the Company ofstatements in such reasonable detail as the Company may require. Time devoted by the Executive toassisting the Company pursuant to this Section 7 shall not be required to exceed 20 hours in anymonth.     8. Publicity and Non-Disparagement.     a. Unless and until the Company publicly discloses this Agreement, the Executive shallneither discuss any aspect of the terms of this Agreement with, nor disclose all or any portion ofthis Agreement to, any person or organization. Notwithstanding anything elsewhere to the contrary,the Executive may in any event discuss this Agreement with, and disclose all or any portion of thisAgreement to, his spouse and his legal, tax and financial advisors.     b. The Executive agrees that he shall not intentionally make any public statement to thirdparties, the public, the press or the media, or any administrative agency that is intended todisparage the Company or to cause injury to the Company or any of its officers, directors, oremployees. The Company agrees that it shall use its reasonable best efforts to cause its officersand directors not knowingly to make any public statement to third parties, the public, the press orthe media, or any administrative agency intending to disparage the Executive.     c. Notwithstanding the foregoing, nothing in this Section 8 shall prevent any person fromresponding publicly to incorrect, disparaging or derogatory public statements to the extentreasonably necessary to correct or refute such public statements, provided, in the case of theExecutive, that, prior to making any such responses or statements, he has informed the Company oftheir substance and tenor reasonably in advance and discussed his intended course of action withit. Further, nothing in this Section 8 shall prohibit the Executive from providing truthfulinformation in response to a proper subpoena or other legal process.     9. Confidentiality and Protection of Proprietary Information.     a. The Executive hereby reaffirms his obligations pursuant to that certain AgreementRegarding Proprietary Information and Inventions, dated October 2, 1995, between the Executive andthe Company (the “Proprietary Information Agreement”), to which agreement the Executiveacknowledges that he is bound; provided, however, that the provisions of Section 10 of thisAgreement (“Non-Solicitation”) shall supersede the provisions of paragraph 10.b of the ProprietaryInformation Agreement.     b. The Executive hereby agrees and covenants that he shall use his best efforts to return orcause to be returned to the General Counsel of the Company any and all property of the Company ofany kind or description whatsoever which on the Effective
Page 5 of 8

 
Date is in his possession or under his control (including, but not limited to, any ProprietaryInformation, as defined in the Proprietary Information Agreement, in written or other tangibleform) and shall not retain any copies, duplicates, reproductions or excerpts thereof that areknowingly in his possession, except as otherwise provided hereunder. The Company and Executiveagree that the Executive shall not be required to extensively search through the materials heaccumulated over his tenure with the Company to determine whether any such materials constituteProprietary Information of the Company. The Executive represents and warrants to the Company thathe will continue to cooperate in returning to the Company all of the Company’s property or data ofany type whatsoever that he determines to be in his possession, including but not limited to anyplanning data, personnel data, historical or projected financial data, compensation data, computersoftware and any and all documents in hardcopy or electronic format, that has been in theExecutive’s possession or control as a result of his employment with the Company. Anything to thecontrary notwithstanding, nothing in this Section 9 shall prevent the Executive from retaining (i)papers and other materials of a personal nature, including personal diaries and Rolodexes,information showing his compensation or relating to reimbursement of expenses, information that hereasonably believes may be needed for tax purposes, and copies of plans, programs and agreementsrelating to his employment with the Company, or (ii) copies of papers or information that theExecutive reasonably determines would be appropriate for him to retain in his capacity as aconsultant to the Company and subject to the Proprietary Information Agreement.     c. For the one-year period that commenced on May 31, 2007, the Executive shall not manage,operate, control or materially participate in the management, operation or control of any othercompany in any position or role that would reasonably be expected to put him in material breach ofhis obligations to the Company pursuant to the Proprietary Information Agreement. The Executivewarrants and represents that, as of the Effective Date, he is in compliance with this Section 9.c.     d. Notwithstanding the foregoing, the provisions of this Section 9 shall not apply (i) to anydisclosure or use of Proprietary Information in connection with providing services or assistancepursuant to Section 7, (ii) to any disclosure that may be required by law or by any court,arbitrator, or administrative or legislative body with apparent jurisdiction to order the Executiveto disclose or provide any such Proprietary Information, (iii) to any disclosure of ProprietaryInformation reasonably required to enforce the terms of this Agreement, or (iv) to any ProprietaryInformation that becomes generally known to the public other than as a result of any violation ofthis Agreement by the Executive.     10. Non-Solicitation. For the one-year period that commenced on May 31, 2007, the Executiveshall not, directly or indirectly, without the prior written consent of the Company, knowinglysolicit, induce, or attempt to induce, either for himself or on behalf of any company or businessorganization in which he serves as an officer, employee, partner, director, or consultant, anyemployee or consultant of the Company to terminate his, her or its employment or consultingrelationship with the Company, whether for
Page 6 of 8

 
employment or to consult with a third party or otherwise. Anything to the contrarynotwithstanding, the Company agrees that this Section 10 does not prohibit the Executive from (i)responding in any manner to an unsolicited request from any present or former employee of theCompany for advice or information on employment matters, or (ii) responding to an unsolicitedrequest for an employment reference for any present or former employee of the Company, by providinga reference setting out his personal views about such present or former employee.     11. Indemnification. Notwithstanding anything in this Agreement to the contrary, the Companyand Executive agree that the Indemnity Agreement, and the parties’ respective obligationsthereunder, shall remain in full force and effect.     12. Notice. Any notice, request, or other communication given in connection with thisAgreement shall be in writing and shall be deemed to have been given (i) when delivered personallyto the recipient or (ii) provided that a written acknowledgement of receipt is obtained, three daysafter being sent by prepaid certified or registered mail, or two days after being sent by anationally recognized overnight courier, to the address specified below for the recipient (or tosuch other address as the recipient shall have specified by ten days’ advance written notice givenin accordance with this Section 12). Such communication should be addressed to the Executive athis principal residence and to the Company at its corporate headquarters to the attention of theGeneral Counsel.     13. Entire Agreement. Except as expressly set forth herein, this Agreement contains theentire agreement between the parties concerning the subject matter hereof and supersedes all prioragreements, understandings, discussions, negotiations, and undertakings, whether written or oral,between the parties with respect thereto. This Agreement may be modified only by a writtendocument signed by the Executive and a duly authorized officer of the Company. Any waiver by anyperson of any provision of this Agreement shall be effective only if in writing and signed by theperson against whom enforcement of the waiver is sought. For any waiver or modification to beeffective, it must specifically refer to this Agreement and to the terms or provisions beingmodified or waived. No waiver of any provision of this Agreement shall be effective as to anyother provision of this Agreement except to the extent specifically provided in an effectivewritten waiver.     14. Severability. In the event that any provision or portion of this Agreement shall bedetermined to be invalid or unenforceable for any reason, the remaining provisions or portions ofthis Agreement shall be unaffected thereby and shall remain in full force and effect to the fullestextent permitted by law. Specifically, should a court, arbitrator or agency conclude that aparticular claim may not be released as a matter of law, it is the intention of the Parties thatthe general release and the waiver of unknown claims herein shall otherwise remain effective torelease any and all other claims.     15. Governing Law. This Agreement shall be governed by and construed and interpreted inaccordance with the laws of the State of California.
Page 7 of 8

 
     16. Headings. The headings of the Sections contained in this Agreement are for convenienceonly and shall not be deemed to control or affect the meaning or construction of any provision ofthis Agreement.     17. Counterparts. This Agreement may be executed in one or more counterparts, each of whichshall be deemed to be an original but all of which together shall constitute one and the sameinstrument. Signatures delivered by facsimile shall be effective for all purposes.     IN WITNESS WHEREOF, the Parties have executed this Agreement.PLEASE READ CAREFULLY. THIS SEPARATION AGREEMENT AND RELEASE INCLUDES A RELEASE OF ALL KNOWN ANDUNKNOWN CLAIMS.             THE EXECUTIVE: David R. Ditzel       Executed this 15th day of June, 2007.                          /S/ DAVID R. DITZEL                             David R. Ditzel               THE COMPANY: Transmeta Corporation       Executed this 15th day of June, 2007.       Transmeta Corporation               By: /S/ JOHN O’HARA HORSLEY                 John O’Hara Horsley        Executive Vice President,        General Counsel & Secretary             Address: 2540 Mission College Blvd.      Santa Clara, California 95054      Telephone: 408-919-3000  
Page 8 of 8

 
**CONSULTING AGREEMENT**     This Consulting Agreement (the “Agreement”) is entered into as of June 15, 2007, by andbetween David R. Ditzel (“Ditzel” or the “Consultant”) and Transmeta Corporation, a Delawarecorporation (“Transmeta” or the “Company”) (each a “Party” and, collectively, the “Parties”).**RECITALS**     WHEREAS, Ditzel has substantial professional experience and knowledge relating to technologylicensing and the development of business opportunities involving the licensing of Transmeta’scomputing and low power semiconductor technologies, and has served as the Chief Technology Officerof the Company from March 2001 through March 2007; and     WHEREAS, the Company now desires to engage the services of Ditzel as a consultant, and Ditzelis willing to render, and to hold himself available to render, consulting services to the Companyupon the terms and conditions herein set forth.**AGREEMENT**     NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partiesagree as follows:     **1. Services.**For the term of this Agreement, Ditzel shall serve as a consultant to theCompany, and shall be available to perform, and shall perform, for the Company consulting servicesrelating to technology licensing and the development of business opportunities involving thelicensing of Transmeta’s computing and low power semiconductor technologies as reasonably requestedby the Company’s President and Chief Executive Officer (the “Services”). Ditzel shall personallyperform all of the Services provided for in this Agreement.     **2. Compensation.**In consideration for Ditzel’s performance of Services pursuant to thisAgreement, the Company shall pay Ditzel a consulting fee of $1600 per day. Ditzel shall maintainand submit to the Company periodic statements for Services rendered. The Company will pay suchstatements on a monthly basis. In addition, all stock options that were previously granted toDitzel as a Transmeta employee (the “Stock Options”) will cease vesting but remain exercisablethrough and until the Termination Date of this Agreement (as defined below in Paragraph 4) andsubject to the terms of Ditzel’s original stock option grant agreements, including provisionsallowing exercise of the Stock Options, to the extent vested and exercisable, within three monthsafter the Termination Date. The Company acknowledges that the compensation for Services providedfor in this Paragraph 2 shall be in addition to the Severance Payment to which Ditzel is entitledpursuant to that certain Separation and Release Agreement between the Parties dated June 15, 2007(the “Separation Agreement”).
Page 1 of 2

 
     **3. Expenses.**The Company shall reimburse Consultant for his reasonable expenses in accordancewith the Company’s policies. Consultant shall keep and submit to the Company records of suchexpenses.     **4. Term and Termination.**This Agreement shall terminate as of June 30, 2008 unless extendedor earlier terminated by the Parties (the “Termination Date”). Either Party may terminate thisAgreement at any time for any reason with 30 days notice, and, upon such termination, neither Partyshall have any obligations hereunder to the other except for payment for Services previouslyrendered or expenses previously incurred.     **5. Relationship of the Parties.**Ditzel’s consulting relationship to the Company will be thatof an independent contractor. Nothing in this Agreement is intended or shall be construed toconstitute Ditzel as, and Ditzel acknowledges that he is not, an employee of the Company. Ditzelacknowledges that his performance of Services pursuant to this Agreement will not entitle him toreceive any vacation payments, or to participate in any of the Company’s employee benefits plans,arrangements, stock options or distributions relating to any bonus, insurance or similar benefitsprovided for the Company’s employees.     **6. Indemnification.**If Ditzel is made a party to, or is threatened to be made a party to, oris involved in any action, suit or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that he provided Services pursuant to this Agreement, thenDitzel shall be indemnified and held harmless by the Company, to the fullest extent permitted byapplicable law, against all expenses, liability and loss (including attorneys’ fees, judgments,fines, excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurredor suffered by Ditzel in connection therewith; provided, that Ditzel shall not be so indemnified orheld harmless in any action, suit or proceeding brought by the Company against Ditzel or, withrespect to a criminal action or proceeding, if Ditzel had reasonable cause to believe that hisconduct in question was unlawful.     **7. Governing Law.**This Agreement shall be construed in accordance with the laws of the Stateof California, without giving effect to the principles of conflict of laws.   **CONSULTANT** **TRANSMETA CORPORATION**   /S/ DAVID R. DITZEL /S/ LESTER M. CRUDELE   David R. Ditzel By Lester M. Crudele  President and Chief Executive Officer
Page 2 of 2