Exhibit 10.15


 


 


Schedule of Executive Officer Compensation for 2005


 


Set forth below is a
description of the compensation that MathStar, Inc.
determined to pay to its executive officers (defined in Item 402(a)(3) of
Regulation S-K) in their current positions for the year ending December 31,
2005.


 


	
  Name

  	
   

  	
  2005 Base Salary

  	
   

  	
  Securities Underlying 2005 Stock Option Awards(#)(1)

  	
   

  	
  Securities Underlying 2005 Restricted Stock Awards(#)(2)

  	
   

  
	
  Douglas M. Pihl,

  President and Chief Executive Officer

  	
   

  	
  $246,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Ronald K. Bell,

  Chief Technology Officer

  	
   

  	
  $240,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Daniel J. Sweeney,

  Chief Operating Officer(3)

  	
   

  	
  $180,000

  	
   

  	
  183,334

  	
   

  	
  83,334

  	
   

  
	
  Dean J. Westman,

  Vice President, Sales(4)

  	
   

  	
  $175,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  James W. Cruckshank,

  Chief Financial Officer and 

  Vice President, Administration(5)

  	
   

  	
  $175,000

  	
   

  	
  145,000

  	
   

  	
  75,000

  	
   

  
	
  Sean P. Riley,

  Vice President, Marketing(6)

  	
   

  	
  $170,000

  	
   

  	
  100,000

  	
   

  	
  83,334

  	
   

  
	
  Timothy A. Teckman,

  Vice President, Engineering(7)

  	
   

  	
  $150,000

  	
   

  	
  91,667

  	
   

  	
  91,667

  	
   

  
	
  Bryon K. Bequette,

  General Counsel

  	
   

  	
  $70,000

  	
   

  	
  66,667

  	
   

  	
  —

  	
   

  











(1)          Under the MathStar,
Inc. 2004 Amended and Restated
Long-Term Incentive Plan, each
of these executive officers has been granted stock option awards for the number
of shares noted.  The stock option awards
granted to Messrs. Sweeney, Cruckshank, Riley
and Teckman vest as to 25% of the shares subject to
the option on the first, second, third and fourth anniversary dates of the date
of grant. The stock option award granted to Mr. Bequette
vested in full on the date of grant. The stock options have a term of 10 years.
The stock option award granted to Messrs. Sweeney, Riley and Teckman have a per share exercise price of $4.80. The stock
option awards granted to Messrs. Cruckshank and Bequette have a per share exercise price of $6.3. 0ur board
of directors has determined the per share exercise price to be equal to the
fair market value of our common stock on the date each option was granted.


 





















 


(2)          Under the MathStar,
Inc. 2004 Amended and Restated
Long-Term Incentive Plan, each
of these executive officers has been granted restricted stock awards for the
number of shares noted.  Restricted stock awards vest upon the
effective date of an initial public offering of our equity securities,
including this offering, the sale or other transfer of all or substantially all
of our assets, our liquidation or dissolution, any person becomes the owner of
more than 50% of the combined voting power of our outstanding voting securities
who was not previously the owner of at least 50% of such securities, or a
merger if our stockholders immediately before the effective date of such merger
own immediately after the effective date of such merger securities of the
surviving company representing less than 50% of the voting power of the
surviving corporation’s securities.  In
addition, the board or the compensation committee of the board has the power to
delay the vesting of the shares of restricted stock subject to the award for up
to one year after the occurrence of any such event.


 


(3)          Pro rated from March 14,
2005.


 


(4)          Mr. Westman
is a party to a Variable Compensation Plan covering the period from March 1,
2005 through February 28, 2006, under which he receives cash bonuses based on
the number of design wins he achieves and a percentage of revenue generated
from orders he obtains.


 


(5)          Pro rated from June 20,
2005.


 


(6)          Pro rated from April 25, 2005.


 


(7)          Pro rated from April 4, 2005.


 


 


 


Schedule of Director Compensation for 2005


 


Set
forth below is a description of the compensation that MathStar,
Inc. determined to pay to its directors for the year ending December 31, 2005.


Cash Compensation


 




	
  Retainer:

  	
   

  	
  $1,500
  per quarter

  
	
  Board
  Meeting Fee:

  	
   

  	
  $750
  per meeting

  
	
  Audit
  Committee:

  	
   

  	
  $1,000
  per meeting for chairman, $750 per meeting for members

  
	
  Other
  Committees:

  	
   

  	
  $750
  per meeting for chairman, $500 per meeting for members

  






 


Equity Compensation


 




	
  Initial Option Grant: 

  	
   

  	
  25,000 share option,
  vesting over three years on the first, second and third anniversary dates of
  the date of grant if the director is then a director of MathStar.  Messrs. Benno G.
  Sand, Merrill A. McPeak and Morris Goodwin, Jr.
  will each receive an option to purchase 25,000 shares on the effective date
  of MathStar's initial public offering.

  
	
  Annual Grant: 

  	
   

  	
  5,000 share option,
  vesting 1 year after grant if the director is then a director of MathStar

  






 


The exercise prices of
the options will be equal to the fair market value of MathStar's common stock
on the date of grant.