Exhibit 10.32


 





 


June 4,
2009


 


Sundari
Mitra


 


Dear
Sundari:


 


I
am pleased to offer you a position with MoSys, Inc. (the “Company”) as
Executive Vice President of Engineering, an exempt position.  This offer letter (the “Agreement”) sets
forth the terms and conditions of the Company’s offer of employment.  This is intended to be a binding agreement,
and, if the terms contained in this Agreement are acceptable to you, please
acknowledge your acceptance by signing in the signature block, below.  The Company’s offer of employment is
conditioned upon: (1) your presenting evidence of your authorization to
work in the United States and your identity sufficient to allow the Company to
complete the I-9 form required by law within three business days of the
commencement of your employment with the Company; (2) your consent to, and
satisfactory completion of, a background check; (3) your completion of the
Company’s standard Directors and Officers Questionnaire and the Company’s
satisfactory review of your responses and (4) your execution of the
Company’s standard form of Employment, Confidential Information and Invention
Assignment Agreement.  At all times, your
employment with the Company remains “at-will,” as set forth below.


 


Your
title will be Executive Vice President of Engineering at MoSys reporting to Len
Perham, the Chief Executive Officer. 
MoSys will organize the Company such that you have the responsibility to
receive an approved product definition from corporate applications and using
that definition proceed to create and complete intellectual property-based
solutions and/or complete stand-alone integrated circuits all the way from
development through characterization, life test, and delivery to a business
organization, which will in turn provide these proven solutions to MoSys
customers.  Your other duties will
include those normally associated with the position of Executive Vice President
of Engineering, as well as such other duties as your supervisor may from time
to time assign to you.  While employed by
the Company, you may not work as an employee or consultant of any other
organization or engage in any other activities which conflict or interfere with
your obligations to the Company, without the express prior written approval of
the Chief Executive Officer of the Company. 
It is understood that you will not be employed by any other person or
organization when you commence employment with the Company.


 


Your
semi-monthly compensation will be $8,541.66, which is equal to $205,000.00
annually.  Your compensation will be paid
in accordance with the Company’s normal payroll procedures and will be subject
to applicable withholdings required by law or as authorized by you.


 


Upon
approval of the Compensation Committee of the board of directors, you will be
granted an option to purchase 675,000 shares of the Company’s common stock (the
“Award”).  The terms of such option shall
be as generally set forth in the Company’s form of new employee inducement
stock option agreement.  The option will
vest monthly over four years (1/48th per month
starting on the one month anniversary of the vesting commencement date). The
option shall be an incentive stock option, to the extent permitted by law. The
per share exercise price of the option shall be the fair market value of the
Company’s common stock on the date of grant.


 


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In
the event of the termination of your employment without Cause (defined below)
by the Company during the 18 month period subsequent to the commencement of
your employment, you will be entitled to severance of up to 12 months of base
salary, medical benefit coverage and acceleration of vesting of stock options
(the “Severance”). For each month of severance benefits you receive, the
vesting of the stock options awarded to you shall be accelerated by that number
of months.  The Severance will be
determined as follows:


 


·                  If your employment is terminated by the
Company without Cause during the first 6 months of your employment, you will be
entitled to 12 months of Severance; or


 


·                  If your employment is terminated by the
Company without Cause at any time after the first 6 months of your employment,
up to 18 months after the commencement of your employment, you will be entitled
to Severance from the date of termination through the date that is 18 months
after the commencement of your employment.


 


If
your employment is terminated by the Company for any or no reason after the
first 18 months of your employment, or if you resign your employment at any
time for any reason or no reason, you will not be entitled to the
Severance.  In order to receive the
Severance, you must execute the Company’s standard form of release agreement as
then in effect.   Under this Agreement, “Cause”
means a good faith determination by the Chief Executive Officer and/or the
board of directors that your employment has been terminated for any of the
following reasons:  (i) willful act
of fraud, embezzlement, dishonesty or other misconduct that materially damages
the Company; (ii) continued failure to perform your duties to the Company,
to follow Company policy as set forth in writing from time to time, or to
follow the legal directives of your supervisor, in each case in a manner that
results in material damage to the Company, that is not corrected within 30 days
following written notice thereof to you by the Company; (iii) misappropriation
of any material assets of the Company; (iv) conviction of, or a plea of “guilty”
or “no contest” to, a felony under the laws of the United States or any state
thereof; (v) willful and material breach of any agreement with the
Company, that is not corrected within 30 days following written notice thereof
to you by the Company; and/or (vi) willful use or unauthorized disclosure
of any proprietary information or trade secrets of the Company or any other
party to whom you owe an obligation of nondisclosure as a result of your relationship
with the Company.


 


You
will also be eligible to participate, subject to the generally applicable terms
and conditions of the plan or program in question and the determination of any
committee administering such plan or program, in the Company’s employee benefit
plans and programs, including standard major medical, dental, life, disability
and vision insurance benefits, flexible benefit plan, paid holidays, personal
time off (PTO) and the 401(k) plan. 
Please consult the terms of those plans, which govern your eligibility
and terms, and/or contact the Company’s Human Resources Department.  You will be reimbursed on a regular basis for
reasonable, necessary and properly documented business and travel expenses
incurred for the purpose of conducting the Company’s business, in accordance
with Company policy.


 


You
should be aware that your employment with the Company is for no specified
period and constitutes at will employment. 
As a result, you are free to resign at any time, for any reason or for
no reason.  Similarly, the Company is
free to conclude its employment relationship with you at any time, with or
without cause.


 


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All
of the payments and benefits set forth in this Agreement are intended to either
qualify for exemption from or comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, including the applicable
regulations (“Section 409A”), so that none of the payments and benefits
will result in adverse tax consequences, including tax penalties under Section 409A,
and any ambiguities will be interpreted to so comply.  A termination by the Company without Cause is
intended to constitute an involuntary separation of service under Section 409A
and any severance payments and benefits under this Agreement, shall, to the
extent possible, qualify for the short term deferral exception, the separation
pay plan exception or other applicable exception under Section 409A, and
any ambiguities will be interpreted to so comply.  Each severance payment and benefit and each
installment of a severance payment or benefit shall be deemed a separate
payment under this Agreement.  To the
extent that any of the payments and benefits payments due on or within the six
month period following your termination are determined to constitute deferred
compensation subject to Section 409A, they will be subject to the
following restrictions:  (i) any
such deferred compensation shall be paid or provided to you only if and as of
the date you experience a “separation from service” under Section 409A; (ii) if
and to the extent that such deferred compensation is subject to the “six-month
delay” required by Section 409A(a)(2)(B)(i), as determined in good faith
by the Company, any such payments due within the six month period following
your termination shall be delayed such that the payments are paid in a lump sum
immediately following the six month period (or the date of your death if
earlier).


 


You
agree that any dispute arising out of or related to your employment, including
termination of your employment, with the Company shall be resolved only by
an arbitrator through final and binding arbitration and not by way of court or
jury trial.   A neutral arbitrator shall
be selected by mutual agreement of the parties. 
The location of the arbitration proceeding shall be in the general
geographical vicinity of the place where you last worked for the Company,
unless each party to the arbitration agrees in writing otherwise.  If for any reason the parties cannot agree to
an arbitrator, either party may apply to a court of competent jurisdiction for
appointment of a neutral arbitrator.  The
court shall then appoint an arbitrator, who shall act under this Agreement with
the same force and effect as if the parties had selected the arbitrator by
mutual agreement.  Each party will pay
the fees for his, her or its own attorneys, subject to any remedies to which
that party may later be entitled under applicable law.  However, in all cases where required by law,
the Company will pay the arbitrator’s and arbitration fees.  If under applicable law the Company is not
required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will
be apportioned between the parties by the Arbitrator in accordance with said applicable
law.  The arbitrator may award any party
any remedy to which that party is entitled under applicable law, but such
remedies shall be limited to those that would be available to a party in a
court of law for the claims presented to and decided by the arbitrator.  The arbitrator will issue a decision or award
in writing, stating the essential findings of fact and conclusions of law.  Except as may be permitted or required by
law, neither a party nor an arbitrator may disclose the existence, content, or
results of any arbitration hereunder without the prior written consent of all
parties.  A court of competent
jurisdiction shall have the authority to enter a judgment upon the award made
pursuant to the arbitration. Claims may be brought before an administrative
agency but only to the extent applicable law permits access to such an
agency notwithstanding the existence of an agreement to arbitrate.   However, there will be no right or authority
for any dispute to be brought, heard or arbitrated as a class or collective
action.  This Agreement to arbitrate is
governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a
transaction involving interstate commerce.


 


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To
indicate your acceptance of the Company’s offer, please sign and date this
letter in the space provided below and return it to the Human Resources
Department (Marilyn Chin).  This offer
will expire on June 5, 2009 at 5:00 pm. This Agreement, along with the
applicable stock option agreement, restricted stock unit award agreement and
the non-compete agreement between you and the Company, together with the
Company’s standard employment policies and procedures in effect from time to
time constitute the entire terms of your employment with the Company and
supersedes all prior representations or agreements, whether written or
oral.  This Agreement is to be governed
by California law.  To the extent that
any of the terms of this Agreement or any of the foregoing agreements conflict
with the Company’s standard employment policies and procedures in effect from
time to time, the former shall govern. 
This Agreement may not be modified or amended except by a written
agreement signed by the Chief Executive Officer of the Company and you.


 


I
believe that you can make a great contribution to MoSys and look forward to
working with you.


 


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Len Perham

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Len
  Perham

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED TO

  	
   

  	
   

  
	
  this 8th day
  of June, 2009.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Start
  date: June 8, 2009.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Sundari Mitra

  	
   

  	
   

  



 


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