Exhibit 10.1


 


December 22, 2005


 


 


Glen Wiley


7019 Burnside Drive


San Jose, CA 
95120


 


Dear Glen:


 


We would like to extend to you an offer of
employment in the position of Vice President of Sales for MathStar, Inc.
reporting directly to Dan Sweeney.  This
offer expires at 5pm on Friday, December 23, 2005.


 


For your services, MathStar offers to pay you
$6,250.00 semi-monthly ($150,000 annually) plus variable compensation based on
agreed upon objectives primarily consisting of design win and revenue
goals.  The on-target earnings for this
position is $280,000, which includes the base salary
of $150,000 and variable compensation target of $130,000.  The first 25% of variable compensation target
($32.5K) is guaranteed and will be paid out in 3 months in equal bi-monthly
increments. You will also receive an initial stock option award of 120,000
shares, vesting over a four-year period with an exercise price equal to the
fair market value at the time of your start date as well as a restricted
stock grant of 60,000 shares vesting in equal portions over 2 years.  In addition for the first 12 months you will
receive an $800/month rental allowance for a residence in the Hillsboro, Oregon
area.


 


We will cover the cost of medical and dental
insurance for you as our employee through Blue Cross Blue Shield and Delta
Dental plans.  Each plan has a wide
variety of doctors and dentists from which to choose your preferred
provider.  Spousal medical insurance is
available and will be provided for a $70 monthly fee and family coverage is
available for a $140 monthly fee. 
Spousal dental insurance can be obtained for a $20 monthly fee and
family coverage for a $40 monthly fee.


 


Employee life, accidental death and
dismemberment, short-term disability, long-term disability, 401k and Flexible
Spending Account plans are also offered to you as an employee.  Full documentation on these programs will be
available during your new hire orientation.


 


Our Personal Time Off
(PTO) policy allows you to begin accruing PTO upon hire at a rate of 6.67 hours
a pay period, which equates to 20 days a year. 
Ten (10) PTO days may be carried at the end of each calendar year.  Additional PTO days are awarded based length
of service.  A full description of this
policy will be available upon hire.


 


This offer is contingent upon signing a
company non-disclosure agreement and successfully filling out an I-9 form
within the first 3 days of employment.


 


This letter is considered to be confidential
and to be the property of MathStar, Inc. 
Information contained in this letter is to be shared only with the
recipient.


 


If you decide to accept this offer, please
sign one copy of this letter and return to me in the envelope provided.  The other copy is provided for your
reference.


 


We all look forward to the possibility of
having you join our team.  Please do not
hesitate to call me if you have additional questions regarding this letter.


 


 


	
  Sincerely,

  	
   

  	
  I accept the above stated
  offer.

  
	
   

  	
   

  	
   

  
	
  /s/ Dan S. Sweeney

  	
   

  	
   

  	
  /s/ Glen Wiley

  	
   

  
	
  Dan Sweeney

  	
   

  	
  Glen Wiley

  
	
  COO

  	
   

  	
  December 28, 2005

  
	
  MathStar, Inc.