Exhibit 10.32


 


Achronix
Semiconductor Corporation


EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN


ADOPTED: March        , 2021


 


	
    Executive Group
	 	Executive Severance Benefits in connection with a Separation from Service Within Twelve Months Following a Change in Control
	 	 
	All Officers 

other than CEO	 	
    • 12
    months base salary

    • Pro
    Rata performance-based bonus at target

    • 12
    months COBRA benefits continuation

    • Double
    Trigger full vesting acceleration

    • Modified
    economic cutback for Section 280G

	 	 	 
	
    Executive Group
	 	Executive Severance Benefits in connection with a Separation from Service Absent a Change in Control
	All Officers

 other than CEO	 	
    • 12 months base salary

    • 12 months COBRA benefits
    continuation



 


Definitions


 


“Board”
shall mean the board of directors of the Company.


 


“Cause”
shall mean your termination for any one or more of the following reasons:


 


	 	•	 	your indictment or conviction of any felony or any crime involving dishonesty or moral turpitude under the laws of the United States or any state thereof; 
	 	•	 	your refusal to abide by or comply with any reasonable, lawful directives of the Chief Executive Officer or the Board; 
	 	•	 	your willful dishonesty, fraud, or material misconduct with respect to the business or affairs of the Company;  
	 	•	 	your intentional, material violation of any contract or agreement with the Company or of any statutory duty owed to the Company; or
	 	•	 	conduct by which you demonstrate gross unfitness to serve. 



 


“Change
of Control” shall mean (a) a consolidation or merger of the Company with or into any other corporation or other
entity or person, or any corporate reorganization in which the stockholders of the Company immediately prior to such consolidation, merger
or reorganization, own less than 50% of the voting power of the surviving entity immediately after such consolidation, merger or reorganization,
or (b) a sale or other disposition of all or substantially all of the assets of the Company. A Change of Control shall not include
any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company
or indebtedness of the Company is cancelled or converted or a combination thereof.


 


“Company”
shall mean Achronix Semiconductor Corporation, or any acquirer or successor in interest thereof.


 


“Double
Trigger” shall mean that Full Vesting Acceleration shall be achieved if your employment is terminated by the Company
without Cause or by you for Good Reason at any time during the period commencing upon the effective date of a Change of Control and ending
12 months following the Change of Control.


 


“Equity
Awards” shall mean any equity awards granted by the Company, including but not limited to options, restricted stock
and restricted stock units.


 


“Full
Vesting Acceleration” shall mean the vesting of the Shares subject to any Equity Awards held by you on the date of
your termination shall be accelerated such that 100% of the then unvested Equity Awards shall vest and become exercisable effective as
of your termination date.


 


“Good
Reason” shall mean if one of the following events occurs without your written consent: (i) a material reduction
in the amount of aggregate cash compensation which you have the opportunity to earn, or failure by the company to pay such compensation;
(ii) a material adverse reduction in your duties, authority or responsibilities, including your reporting responsibilities, but excluding
any change in title that does not represent a material adverse reduction in your duties, authority or responsibilities as existed immediately
prior to such change in title and (iii) a material breach by the Company under this agreement or any written agreement between the
executive and the company.


 






     


     


    

 


For purposes of clause (iii) above, for all other officers, if
the Company is operated as a separate subsidiary or business unit following a Change of Control, such officers will be deemed to have
suffered a material reduction in duties, authority or responsibilities only if such duties, authority or responsibilities, including reporting
responsibilities, with respect to such subsidiary or separate business unit are materially changed following such Change of Control. In
order to effect a resignation for Good Reason, you must notify the Board within 30 days after the first occurrence of the event described
above, the Company must fail to cure such event within 30 days after receiving written notice, and your resignation date must be no later
than 60 days after the expiration of the Company’s cure period.


 


“Participant”
means each individual who (i) is employed by the Company or an affiliated professional corporation as an officer, excluding the Chief
Executive Officer and (ii) has received and returned a signed Participation Notice attached hereto as Exhibit A.


 


“Separation
from Service” shall mean any termination of employment is terminated by the Company without Cause or resignation
for Good Reason, whether or not a Change of Control has occurred, and such termination constitutes a “separation from service”
(as defined under Treasury Regulation Section 1.409A-1(h)).


 


“Severance
Benefits” shall mean the acceleration of vesting, continuation of benefits, bonus payments and base salary payments
described herein.


 


“Shares” shall mean shares of Common Stock
of the Company.


 


General


 


You understand and agree that, in the event of termination of your
employment with the Company, you shall not be entitled to any other severance pay, severance benefits, accelerated vesting or any other
compensation or benefits other than as set forth herein, or as required by applicable law.


 


You understand and agree that this Plan supersedes any and all other
arrangements currently described in any Offer Letter or other employment agreement with the Company.


 


As a condition of your receipt of any Severance Benefits or Full Vesting
Acceleration as set forth in this Agreement, you will be required to execute and allow to become effective a general release of claims
in favor of the Company, with such changes as may be required due to intervening changes in applicable law (a “General Release”)
within 45 days following your employment termination. Unless the General Release is timely signed by you, is delivered to the Company,
and becomes effective within the required period (the date on which the General Release becomes effective, , you will not be entitled
to any Severance Benefits pursuant to this Agreement, and any Full Vesting Acceleration as provided in this Agreement shall not apply
and each Equity Award may be exercised following the date of your termination only to the extent provided under its original terms.


 


The Salary Continuation will be paid in equal installments on the Company’s
regular payroll schedule and will be subject to applicable tax withholdings over the 12-month period outlined above following the date
of your Separation from Service; provided, however, that no payments will be made prior to the first payroll date following the effective
date of the General Release (the “Initial Payment Date”). On the Initial Payment Date, the Company will pay
you in a lump sum the Salary Continuation that you would have received on or prior to such date under the original schedule but for the
delay while waiting for Initial Payment Date in compliance with Section 409A and the effectiveness of the General Release, with the
balance of the Salary Continuation being paid as originally scheduled. Notwithstanding the foregoing, the Company may pay the Salary Continuation
in the form of a lump sum, which amount will be paid on the Initial Payment Date, but such lump sum payment shall be made only if the
Company, in consultation with its advisors, determines that such payment will not result in adverse taxation under Section 409A (as
defined below). The Pro Rata Bonus will be paid to you in a lump sum on the date on which the Salary Continuation commences.


 






     


     


    

 


Section 409A


 


Notwithstanding any provision to the contrary in this Agreement, if
you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”)
then to the extent delayed commencement of any portion of the severance benefits to which you are entitled under this Agreement is required
in order to avoid adverse taxation under Section 409A, such portion of your benefits shall not be provided to you prior to the earlier
of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (ii) the
date of your death. Upon the first business day after such earlier date, all payments deferred pursuant to this paragraph shall be paid
in a lump sum to you, and any remaining payments due under this Agreement shall be paid as otherwise provided herein. For purposes Section 409A
(including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive installment
payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment
payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any other provision of this Agreement,
with respect to payments to be made upon execution of an effective release, if the release revocation period spans two calendar years,
payments will be made in the second of the two calendar years to the extent necessary to avoid adverse taxation under Section 409A.


 


Section 280G


 


Notwithstanding anything in the foregoing to the contrary, if any of
the payments to you (prior to any reduction described in this paragraph) provided for in this Agreement, together with any other payments
which you have the right to receive from the Company, any acquiror, their affiliates or otherwise (the “Payments”)
would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as
amended (the “Code”)) and if the Safe Harbor Amount, as defined below, is greater than the Taxed Amount, as
defined below, then the total amount of such Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount”
is the largest portion of the Payments that would result in no portion of the Payments being subject to the excise tax set forth at Section 4999
of the Code (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments
(prior to any reduction as described in this paragraph) notwithstanding that all or some portion of the Payments may be subject to the
Excise Tax. Solely for the purpose of comparing which of the Safe Harbor Amount and the Taxed Amount is greater, the determination of
each such amount, shall be made on an after-tax basis, taking into account all applicable federal, state and local employment taxes, income
taxes, and the Excise Tax. If a reduction of the Payments to the Safe Harbor Amount is necessary, then the reduction shall occur in the
following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits.
In the event that acceleration of vesting of a stock award is to be reduced, such acceleration of vesting shall be cancelled in the reverse
order of the date of grant of your stock awards. In applying the foregoing principle with respect to reductions, the reduction shall be
made in a manner consistent with the requirements of Section 409A of the Code and the regulations promulgated thereunder, and if
more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. The accounting
firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control transaction
shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, or the Company otherwise determines such accounting firm should not be engaged
for purposes of making the determinations required hereunder, the Company may appoint a nationally recognized accounting firm to make
the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm
required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together
with detailed supporting documentation, to the Company and you within 15 calendar days after the date on which your right to a Payment
is triggered (if requested at that time by the Company or you) or such other time as requested by the Company or you upon written notice
that a payment related to a Change of Control of the Company has been or is to be made.


 






     


     


    







 


Exhibit A


 


Participation
Notice


 


Achronix
Semiconductor Corporation


EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN


 


To:


 


Date:


 


Achronix Semiconductor Corporation (the “Company”)
has adopted the Achronix Executive Severance and Change in Control Plan (the “Plan”). The Company is providing
you this Participation Notice to inform you that you have been designated as a Participant in the Plan. A copy of the Plan document is
attached to this Participation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan and this
Participation Notice, which together constitute the Summary Plan Description for the Plan.


 


You understand that by accepting your status as a Participant in the
Plan, you are waiving your rights to receive any severance benefits on any type of termination of employment under any other contract
or agreement with the Company, including but not limited to, the severance benefit provisions set forth the offer letter or other document
between the Company and you, which severance benefit provisions will terminate by the mutual agreement of you and the Company as of the
date that you sign this Participation Notice; provided, however, that you will remain eligible to receive benefits under the terms
of your outstanding stock option agreements.


 


By accepting participation, you represent that you have either consulted
your personal tax or financial planning advisor about the tax consequences of your participation in the Plan, or you have knowingly declined
to do so.


 


Please return a signed copy of this Participation Notice to the Company’s
Chief Financial Officer and retain a copy of this Participation Notice, along with the Plan document, for your records.


 


	 	Achronix Semiconductor Corporation
	 	 
	 	 
	 	 	 	(Signature)
	 	 	 
	 	By:	 	 
	 	 	 
	 	Title:	 	 
	 	 
	 	PARTICIPANT:
	 	 
	 	 
	 	 	 	(Signature)
	 	 	 
	 	By: