**Exhibit 10.34****SEPARATION AGREEMENT AND RELEASE**     This Separation Agreement and Release (together with its attachments, the “Agreement”) is madeand entered into as of August 14, 2007, by and between Transmeta Corporation, a Delawarecorporation (together with its subsidiaries, successors and assigns, the “Company”), and Ralph J.Harms (the “Executive”).     WHEREAS, the Executive has been employed by the Company as its Chief Financial Officer(“CFO”);     WHEREAS, the Executive and the Company desire to terminate that employment relationship as ofAugust 31, 2007, and the Executive intends to resign his office as CFO of the Company effective onor before August 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 the Executive’s employment relationship with the Company isterminated effective August 31, 2007. The Executive hereby resigns as CFO and each other officeand position in the Company effective August 31, 2007, or at such earlier date as the Companyappoints a CFO as his successor.     2. Severance Payment. The Company shall make to the Executive a final lump sum severancepayment of $41,666.67 on August 31, 2007, subject to the Executive’s continued compliance with theterms and covenants set out in this Agreement, following the Effective Date (as defined in Section6.e below). The Executive acknowledges that such $41,666.67 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 Executive and his dependentsuntil he finds employment providing comparable health benefits, or through and including October31, 2007, whichever occurs first.     4. Reimbursements. The Company shall promptly reimburse the Executive for any reasonablebusiness expenses properly incurred by the Executive through August 31, 2007 and duly submitted bythe Executive for reimbursement. The Company will pay to Executive all expense reimbursements,accrued vacation, outstanding benefits, salary and
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any similar payments, if any, owed by the Company to Executive as of the separation date of August31, 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 July 2006 grant to purchase up to750,000 shares of the Company’s common stock at an exercise price of $1.37 per share (the “StockOptions”). The Parties acknowledge and agree that the Stock Options are governed by the terms ofthe original grant agreement.     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 section 5.a ofthis Agreement, and that he has no other right, title or interest in or to any option or right toacquire common stock of the Company.     6. Mutual Releases.     a. Release by the Company. In consideration of the Executive entering into this Agreement, tothe 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 Effective Date based upon any act,fact, omission, matter, cause or thing whatsoever, whether or not related to or arising out of theExecutive’s employment with the Company or the termination thereof. Notwithstanding theforegoing, this release shall not extend to or discharge (i) the Company’s right to enforce theterms and conditions of this Agreement, or (ii) any rights or claims that might arise after theEffective Date, or (iii) the Company’s right to enforce the terms and conditions of the ProprietaryInformation Agreement, or (iv) the Company’s right to enforce the terms and conditions of theIndemnity Agreement, its Certificate of Incorporation or its Bylaws, or (v) the Company’s right tocollect any applicable federal, state or local withholding taxes that are required to be deductedby the Company for any reason, all of which rights and claims shall be preserved, or (vi) theCompany’s rights to enforce the terms and conditions of each agreement and plan governing theissuance of the Stock Options referenced in Section 5.a, as well as the stock issued upon exerciseof that stock option. The Company represents and warrants that it currently knows of no basis forany claims by it against any Released Executive Party, and that neither the Company nor anyoneacting on its behalf has filed any claim, action, suit, complaint or proceeding against anyReleased Executive Party in any agency, court or other forum or tribunal.
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     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 ExecutiveParties”), knowingly and voluntarily releases and discharges the Company and its subsidiaries andaffiliates, the respective current and former officers, employees, attorneys, agents and directorsof the Company and its subsidiaries and affiliates, and any successor or assign of any of theforegoing (collectively, the “Released Company Parties”), from any claim, charge, action or causeof action that any of the Releasing Executive Parties may have against any of the Released CompanyParties, whether known or unknown, from the beginning of time through the Effective Date 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 July 25, 2006 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 Effective Date, or (iii) the Executive’s right to enforce the terms and conditions of theIndemnity Agreement or Executive’s right for indemnity under the Company’s Certificate ofIncorporation or Bylaws, or under any state law, all of which rights and claims shall be preserved,or (iv) the Executive’s right to enforce the terms and conditions of each agreement and plangoverning the issuance of each stock option referenced in Section 5.a, as well as the stock issuedupon exercise of that stock option. Nothing in this Section 6.b shall prohibit Executive fromfiling a charge or complaint with a government agency such as but not limited to the EqualEmployment Opportunity Commission, the National Labor Relations Board, the Department of Labor, theCalifornia Department of Fair Employment and Housing, or other applicable agency. The Executiverepresents and warrants that he currently knows of no basis for any claims by him against anyReleased Company Party, and that neither he nor anyone acting on his behalf has filed any claim,action, suit, complaint or proceeding against any Released Company Party in any agency, court orother 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
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of executing the release, which if known by him or her must have materially affected his or hersettlement 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 he has been advised by the Company to consult with an attorneyof his choice concerning the terms and conditions set forth herein; that he has availed himself ofthat right; that he has been given at least twenty-one (21) days within which to consider thisrelease and its consequences; that he has seven (7) days after signing this Agreement to revoke andcancel this Agreement by written notice to the Company; and that this Agreement shall not becomeeffective or enforceable until the eighth day following its execution (the “Effective Date”).     7. Cooperation. For the one-year period commencing on August 31, 2007, the Executive herebyagrees to assist the Company, upon reasonable request by the Company, and subject to reasonableaccommodation of the Executive’s personal and business schedule, in connection with any pending orfuture dispute, litigation, arbitration or similar proceeding or investigation (“Dispute”) or anyregulatory request or filing involving the Company, any of its directors, or any of the directorsof any of its subsidiaries, provided that such Dispute or regulatory request or filing related to amatter of which he had knowledge or for which he was responsible prior to August 31, 2007, and thatsuch request for assistance is neither unduly burdensome nor unreasonable. The Company shallpromptly reimburse the Executive for, or promptly advance to the Executive, all costs and expensesreasonably incurred by the Executive in connection with rendering assistance to the Company inconnection with any such Dispute or regulatory request or filing, including without limitationreasonable fees and disbursements of separate counsel for the Executive if the Executive reasonablydetermines that the matter is of a nature which indicates that he should have separaterepresentation. Such expenses shall be reimbursed or advanced promptly after the Executive’ssubmission to the Company of statements in such reasonable detail as the Company may require. Timedevoted by the Executive to assisting the Company pursuant to this Section 7 shall not be requiredto exceed 20 hours in any month.     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.
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     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 withthe Company. Further, nothing in this Section 8 shall prohibit the Executive from providingtruthful information 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, effective as of July 25, 2006, between theExecutive and the Company (the “Proprietary Information Agreement”), to which agreement theExecutive acknowledges that he is bound; provided, however, that the provisions of Section 10 ofthis Agreement (“Non-Solicitation”) shall supersede the provisions of paragraph 10.b of theProprietary Information Agreement.     b. The Executive hereby agrees and covenants that he shall return or cause to be returned tothe General Counsel of the Company any and all property of the Company of any kind or descriptionwhatsoever which on the Effective Date is in his possession or under his control (including, butnot limited to, any Proprietary Information, as defined in the Proprietary Information Agreement,in written or other tangible form) and shall not retain any copies, duplicates, reproductions orexcerpts thereof, except as otherwise provided hereunder. The Executive represents and warrants tothe Company that he has returned to the Company all property or data of the Company of any typewhatsoever, including but not limited to any planning data, personnel data, historical or projectedfinancial data, compensation data, computer software and any and all documents in hardcopy orelectronic format, that has been in his possession or control. Anything to the contrarynotwithstanding, nothing in this Section 9 shall prevent the Executive from retaining papers andother materials of a personal nature, including personal diaries and Rolodexes, information showinghis compensation or relating to reimbursement of his expenses, information that he reasonablybelieves may be needed for tax purposes, and copies of plans, programs and agreements relating tohis employment with the Company.     c. For the one-year period commencing on August 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
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to put him in material breach of his obligations to the Company pursuant to the ProprietaryInformation Agreement. The Executive warrants and represents that, as of the Effective Date, he isin 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 commencing on August 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 employment or to consult with a third party orotherwise. Anything to the contrary notwithstanding, the Company agrees that this Section 10 doesnot prohibit the Executive from (i) responding in any manner to an unsolicited request from anypresent or former employee of the Company for advice or information on employment matters, or (ii)responding to an unsolicited request for any employment reference for any present or formeremployee of the Company, by providing a reference setting out his personal views about such presentor 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
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Agreement may be modified only by a written document signed by the Executive and a duly authorizedofficer of the Company. Any waiver by any person of any provision of this Agreement shall beeffective only if in writing and signed by the person against whom enforcement of the waiver issought. For any waiver or modification to be effective, it must specifically refer to thisAgreement and to the terms or provisions being modified or waived. No waiver of any provision ofthis Agreement shall be effective as to any other provision of this Agreement except to the extentspecifically provided in an effective written 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.     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.
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     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: Ralph J. Harms             Executed this 14th day of August, 2007.               /S/ RALPH J. HARMS                Ralph J. Harms             THE COMPANY: Transmeta Corporation             Executed this 14th day of August, 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, CA 95054        Telephone: 408-919-3000  
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