Exhibit 10.103


CATALYST
SEMICONDUCTOR, INC.


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


This Amended and Restated Employment Agreement (the “Agreement”)
is entered into as of May 23, 2007, (the “Effective Date”) by and between
Catalyst Semiconductor, Inc. (the ”Company”), and Gelu Voicu (“Executive”),
and replaces and supersedes in its entirety the employment agreement entered
into between the Company and Executive as of May 23, 2003.


1.             Duties and Scope
of Employment.


(a)           Positions and Duties.  As of the Effective Date, Executive will
continue to serve as Chief Executive Officer of the Company.  Executive will render such business and
professional services in the performance of his duties, consistent with
Executive’s position within the Company, as will reasonably be assigned to him
by the Company’s Board of Directors (the “Board”).


(b)           Board Membership.  During the Employment Term (as defined
below), Executive will continue to serve as a member of the Board, subject to
any required Board and/or shareholder approval. 
In the event of Executive’s termination of employment with the Company
for any reason, Executive agrees to resign his position on the Board within
three (3) business days of his termination of employment.


(c)           Obligations. 
During the Employment Term, Executive will perform his duties faithfully
and to the best of his ability and will devote his full business efforts and
time to the Company.  For the duration of
the Employment Term, Executive agrees not to actively engage in any other
employment, occupation or consulting activity for any direct or indirect
remuneration without the prior approval of the Board.


2.             At-Will
Employment.  Executive’s employment
with the Company pursuant to this Agreement (the “Employment Term”) will
commence on the Effective Date and will continue, until otherwise terminated as
provided herein.  The parties agree that
Executive’s employment with the Company will be “at-will” employment and may be
terminated at any time with or without cause by giving Executive a written notice.  Executive understands and agrees that neither
his job performance nor promotions, commendations, bonuses or the like from the
Company give rise to or in any way serve as the basis for continuation,
modification, amendment, or extension, by implication or otherwise, of his
employment with the Company.  However, as
described in this Agreement, Executive may be entitled to severance benefits
depending on the circumstances of Executive’s termination of employment with
the Company.


3.             Compensation.


(a)           Base Salary. 
During the Employment Term, the Company will pay Executive as
compensation for his services a base salary at the annualized rate of $350,000.00
(the “Base Salary”) or such other rate not below $350,000.00 as the
Compensation Committee of the Board (the “Committee”) may determine from time
to time.  The Base Salary will be paid
periodically in 



















accordance with the Company’s normal payroll
practices and be subject to applicable withholding taxes.


Once
the Committee has increased such Base Salary, it thereafter will not be
reduced; provided, however, that if a Change of Control (as defined below) has
not occurred, such salary may be reduced by the Committee if such reduction is
in proportion to a salary reduction program approved by the Board which affects
a majority of the other executive officers of the Company generally.


(b)           Bonus.  For each fiscal year of the Company,
Executive will be eligible to receive an annual bonus in an amount targeted at sixty-five
percent (65%) of his Base Salary based upon the achievement of performance
criteria specified by the Committee (the “Target Bonus”).  In the event that the Company
and Executive far exceed the performance goals specified by the Committee, the
maximum annual bonus Executive can earn is two times the Target Bonus (that is,
130% of his Base Salary).  The actual amount of the bonus payable for
any fiscal quarter will depend upon the extent to which the applicable quarterly
or annual performance criteria have been satisfied, as determined by the Committee
at the end of each fiscal quarter.  Any bonus
that actually is earned will be paid as soon as practicable (but no later than
sixty (60) days after the bonus is earned) after the end of the fiscal quarter
for which the bonus is earned, but only if Executive was employed with the
Company through the end of such fiscal quarter.  The bonus will be subject to all applicable
withholding taxes.


4.             Employee
Benefits.  During the Employment
Term, Executive will be entitled to participate in the employee benefit plans
currently and hereafter maintained by the Company of general applicability to
other senior executives of the Company. 
The Company reserves the right to cancel or change the benefit plans and
programs it offers to its employees at any time.  During the Employment Term, the Company will
provide Executive with a $1,000,000 term life insurance policy.  


5.             Expenses.  The Company will reimburse Executive for
reasonable travel, entertainment or other expenses incurred by Executive in the
furtherance of or in connection with the performance of Executive’s duties
hereunder, in accordance with the Company’s expense reimbursement policy as in
effect from time to time.


6.     Severance.


(a)           Involuntary Termination.  If (i) the Company involuntarily terminates Executive’s
employment without “Cause” (as defined herein), but excluding a termination
based on Executive’s death or “Disability” (as defined herein); or (ii)
Executive voluntarily terminates his employment with the Company due to a “Good
Reason Termination” (as defined herein); and (iii) Executive signs and
does not revoke a standard release of claims with the Company, then, subject to
Section 9, Executive will be entitled to receive:


(i)    the “Severance Payments” (as defined herein);


(ii)   accelerated vesting (including, the lapse of restrictions) of the unvested
shares of common stock subject to outstanding equity awards granted to
Executive by the Company 



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that vest based on the passage of time and
continued service (the “Time-Based Awards”) in an amount equal to the greater
of (A) the number of shares that would have vested under such Time-Based Awards
had Executive remained employed an additional twelve (12) months from the
termination date or (B) fifty percent (50%) of the unvested shares of common
stock subject to the Time-Based Awards as of the date of Executive’s
termination of employment;


(iii)  the immediate vesting of fifty percent (50%) of the unvested shares
of common stock subject to outstanding equity awards granted to Executive by
the Company that vest based on the achievement of performance objectives (the “Performance-Based
Awards” and, together with the Time-Based Awards, the “Awards”);


(iv)  all shares of common stock subject to outstanding stock options
granted to Executive by the Company (the “Options”) which are vested as of the
date of Executive’s termination of employment (including pursuant to this Section
6(a)) will be exercisable for a period of one (1) year following the date of
such termination, provided, however, that in no event will this provision
operate to extend an Option beyond the term/expiration date of such Option; and


(v)   reimbursement for the cost of continued health plan coverage
Executive timely elects pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”) and life insurance coverage for Executive and
his dependents for a period of twelve (12) months from the date of such
termination of employment.


(b)           Voluntary Termination; Termination for Cause.  If Executive’s employment with the Company
terminates voluntarily by Executive (including death or disability) or for
Cause by the Company, then (i) all vesting of all options to purchase the
common stock of the Company will terminate immediately and all payments of
compensation by the Company to Executive hereunder will terminate immediately
(except as to amounts already earned), and (ii) Executive will not receive any
severance benefits or the continuation of any other benefits.


(c)           Change of Control.


(i)    If within twelve (12) months following a “Change of Control” (as
defined below) (A) the Company or the Successor terminates Executive’s
employment with the Company or any Successor for other than (x) Cause, (y) death
or (z) Disability, or (B) Executive terminates his employment with the Company
or a Successor due to a Good Reason Termination, and (C) Executive signs and
does not revoke a standard release of claims with the Company, then, in lieu of
the benefits pursuant to Section 6(a) and subject to Section 9, Executive will
be entitled to receive:


(1)           the Severance Payments;


(2)           accelerated vesting (including, the lapse of restrictions)
of the unvested shares of common stock subject to Executive’s Time-Based Awards
in an amount equal to the greater of (A) the number of shares that would have
vested under such Time-Based Awards had Executive remained employed an
additional twelve (12) months from the termination date or (B) fifty percent
(50%) of the unvested shares of common stock subject to the Time-Based Awards
as of the date of Executive’s termination of employment;



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(3)           the immediate vesting of fifty percent (50%) of the
unvested shares of common stock subject to Performance-Based Awards;


(4)           all shares of common stock subject to Executive’s Options
which are vested as of the date of Executive’s termination of employment
(including pursuant to this Section 6(a)) will be exercisable for a period of
one (1) year following the date of such termination, provided, however, that in
no event will this provision operate to extend an Option beyond the term/expiration
date of such Option; and


(5)           reimbursement for the cost of continued health plan
coverage Executive timely elects pursuant to COBRA and life insurance coverage for Executive and
his dependents for a period of fifteen (15) months from the date of such
termination of employment.


(ii)   If in connection with a Change of Control Executive is not made
the Chief Executive Officer of the Successor or does not remain employed as the
Chief Executive Officer of the Company where the Company is the surviving
corporation in a Change of Control, then, any unvested shares of common stock
subject to the Options will fully accelerate and become exercisable immediately
upon such Change of Control (or, if later, upon the date it is determined that
Executive will not become or remain the Chief Executive Officer).  In addition, all shares of common stock
subject to the Options will be exercisable for that period of time following
the closing date of the Change of Control which is equal to the longest period
of time for which any shares of common stock subject to stock options granted
to any non-employee director of the Company are exercisable following such
Change of Control (as determined at the closing date of such Change of Control)
or twelve (12) months, whichever is greater; provided, however, that in no
event will this provision operate to extend an Option beyond the
term/expiration date of such Option.


(d)           Timing of Severance Payments.


(i)    Unless otherwise required to be delayed pursuant to Section
6(d)(ii) below, the Severance Payments shall be paid in equal installments over
a period of twelve (12) months from the date of such termination of employment
in accordance with the Company’s normal payroll policies.


(ii)   If Executive is a “specified employee” within the meaning of
Section 409A of the Code and the final regulations thereunder (“Section 409A”)
at the time of Executive’s termination, and the Severance Payments (and any
other benefits payable under this Agreement which may be considered deferred
compensation under Section 409A (the “deferred compensation benefits”)) to be
made to Executive pursuant to this Agreement will not be paid in full by March
15 of the year following the year in which Executive’s termination of
employment occurs, then only that portion of such Severance Payments (and any
other benefits which may be considered deferred compensation under Section
409A) which does not exceed the “Section 409A Limit” (as defined below) may be
made within the first six months following Executive’s termination of
employment in accordance with the payment schedule set forth in Section 6(d)(i)
above.  Any portion of such Severance
Payments (and any deferred compensation benefits) in excess of the Section 409A
Limit (when the Severance Payments and any such other deferred compensation
benefits are considered in the aggregate) shall accrue and, to the extent such
portion of the Severance Payments (and any deferred compensation benefits)
would otherwise have been payable within the first six (6) months 



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following Executive’s termination of
employment pursuant to Section 6(d)(i) above, will become payable the date that
is six (6) months and one (1) day following the date of Executive’s
termination of employment.  All
subsequent Severance Payments (and any deferred compensation benefits), if any,
will be payable as provided in Section 6(d)(i) of this Agreement.  It is the intent of this provision to comply
with the requirements of Section 409A, and any ambiguities herein will be
interpreted to so comply.


7.             Definitions.


(a)           Cause.  For
purposes of this Agreement, “Cause” is defined as (i) Executive engaging in
knowing and intentional illegal conduct that is injurious to the Company;
(ii) Executive’s conviction of, or plea of nolo contendere to, a
felony; (iii) Executive’s gross misconduct; or (iv) Executive’s
continued substantial violations of his employment duties after Executive has
received a written demand for performance from the Company which specifically
sets forth the factual basis for the Company’s belief that Executive has not
substantially performed his duties.


(b)           Change of Control. 
For purposes of this Agreement, “Change of Control” of the Company is
defined as: (i) any “person” (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then outstanding
voting securities; or (ii) a change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. 
“Incumbent Directors” will mean directors who either (A) are
directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or nomination
(but will not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or (iii) the date of the consummation of a
merger or consolidation of the Company with any other corporation that has been
approved by the shareholders of the Company, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the shareholders
of the Company approve a plan of complete liquidation of the Company; or
(iv) the date of the consummation of 
the sale or disposition by the Company of all or substantially all the
Company’s assets.


(c)           Disability. 
For purposes of this Agreement, “Disability” means the inability of
Executive, due to a physical or mental impairment, to perform the essential
functions of Executive’s position, with or without reasonable accommodation,
for a period of ninety (90) days.  Whether
Executive is disabled will be determined by the Company based on evidence
provided by one or more physicians selected by the Company.


(d)           Good Reason Termination.  For purposes of this Agreement, “Good Reason
Termination” means Executive’s termination of employment within ninety (90)
days following the 



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end of the Cure Period (as defined below) as
a result of the occurrence of any of the following without the Executive’s
consent: (i) a material diminution in Executive’s Base Salary, except for reductions
that are in proportion to any salary reduction program approved by the Board
that affects a majority of the senior executives of the Company; (ii) a
material diminution in Executive’s authority, duties, or responsibilities;
(iii) a material diminution in the authority, duties, or responsibilities of
the supervisor to whom Executive is required to report, including a
requirements that Executive report to a corporate officer or employee instead
of reporting directly to the Board; (iv) a material diminution in the
budget over which Executive retains authority; (v) a material change in the
geographic location at which Executive must perform his services of not less
than fifty (50) miles from the Company’s primary place of business immediately
prior to such relocation; or (vi) any other action or inaction that constitutes
a material breach by the Company of this Agreement; provided, however, that
Executive must provide written notice to the Board of the condition that could
constitute a “Good Reason” event within ninety (90) days of the initial
existence of such condition and such condition must not have been remedied by
the Company within thirty (30) days (the “Cure Period”) of such written notice.


(e)           Section 409A Limit. 
For the purposes of this Agreement, “Section 409A Limit” means the
lesser of two (2) times: (i) the Executive’s annualized compensation based upon
the Executive’s annual rate of pay (unless otherwise defined by applicable
guidance issued by the Internal Revenue Service after the date of this
Agreement, “annual rate of pay” shall include base salary and bonus compensation)
paid to Executive during the Company’s taxable year preceding the Company’s
taxable year during which such termination of employment occurs; or
(ii) the maximum amount that may be taken into account under a qualified
plan pursuant to Section 401(a)(17) for the year in which the Executive’s
employment is terminated.


(f)            Severance Payments.  For purposes of this Agreement, “Severance
Payments” shall mean
payments in cash, and less all applicable withholding taxes, equal to the sum
of (i) twelve (12) months of the Executive’s Base Salary, as then in effect,
for any terminations pursuant to Section 6(a), or fifteen (15) months of the
Executive’s Base Salary, as then in effect, for any terminations pursuant to
Section 6(c), and (ii) the Target Bonus for the fiscal year in
which such termination of employment occurs, pro-rated to the date of
termination (less applicable withholding taxes).  The pro rata portion of the Target Bonus will
be calculated by multiplying the applicable year’s Target Bonus by a fraction with a numerator equal to the
number of days inclusive between the start of the current calendar year and the
date of termination and a denominator equal to 365.


(g)           Successor. 
For purposes of this Agreement, “Successor” means any person, firm,
corporation or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly acquires all or substantially all
of the assets or business of the Company.


8.             Confidential
Information.  Executive covenants
that he has executed the Company’s standard Confidential Information and
Invention Assignment Agreement (the “Confidential Information Agreement”) and
such agreement is and will remain in full force and effect upon continuing
employment with the Company as its Chief Executive Officer.  Executive further agrees to sign any future
amendments to the Confidential Information Agreement provided that such
amendment is also signed by a majority of the officers of the Company.



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9.             Conditional Nature of Severance
Payments.


(a)           Noncompete.  Executive acknowledges that the nature of the
Company’s business is such that if Executive were to become employed by, or
substantially involved in, the business of a competitor of the Company during
the twelve (12) months following the termination of Executive’s employment with
the Company, it would be very difficult for Executive not to rely on or use the
Company’s trade secrets and confidential information.  Thus, to avoid the inevitable disclosure of
the Company’s trade secrets and confidential information, and as a condition of
the Company’s obligation to pay Executive any amounts or benefits under this
Section 9, Executive agrees and acknowledges that Executive’s right to receive
the severance payments set forth in Section 6 (to the extent Executive is
otherwise entitled to such payments) will be conditioned upon Executive not
directly or indirectly engaging in (whether as an employee, consultant, agent,
proprietor, principal, partner, shareholder, corporate officer, director or
otherwise), nor having any ownership interested in or participating in the
financing, operation, management or control of, any person, firm, corporation
or business that competes with Company or is a customer of the Company.  Upon any breach of this section, all
severance payments pursuant to this Agreement will immediately cease.


(b)           Non-Solicitation. 
Until the date twelve (12) months after the termination of
Executive’s employment with the Company for any reason, Executive agrees and
acknowledges that Executive’s right to receive the severance payments set forth
in Section 6 (to the extent Executive is otherwise entitled to such
payments) will be conditioned upon Executive not either directly or indirectly
soliciting, inducing, attempting to hire, recruiting, encouraging, taking away,
hiring any employee of the Company or causing an employee to leave his or her
employment either for Executive or for any other entity or person.


(c)           Consequences of Breach of Section 9(a) or 9(b).  Executive agrees and acknowledges that upon
any breach by Executive of either Section 9(a) or (b), the Company will have
the right (i) to terminate all severance benefits set forth in this Agreement;
(ii) to seek reimbursement from Executive for all severance payments previously
made to Executive pursuant to this Agreement; (iii) to reclaim ownership of any
shares of Common Stock owned by Executive for which vesting was accelerated
pursuant to this Agreement; and (iv) to immediately cancel all outstanding
Options held by Executive.


(d)           Understanding of Covenants.  Executive represents that he (i) is
familiar with the foregoing covenants not to compete and not to solicit, and
(ii) is fully aware of his obligations hereunder, including, without
limitation, the reasonableness of the length of time, scope and geographic
coverage of these covenants.


10.           Excise Tax.  In the event that the benefits provided for
in this Agreement constitute “parachute payments” within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then Executive’s severance benefits payable under the terms of this Agreement
will be either (a) delivered in full, or (b) delivered as to such lesser extent
which would result in no portion of such severance benefits being subject to
the Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local income taxes and the Excise Tax, results in
the receipt by Executive on an after-tax basis, of the greatest amount of
severance benefits, 



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notwithstanding
that all or some portion of such severance benefits may be taxable under
Section 4999 of the Code.  Unless
Executive and the Company agree otherwise in writing, the determination of
Executive’s Excise Tax liability, if any, and the amount, if any, required to
be paid under this Section 10 will be made in writing by the independent
auditors who are primarily used by the Company immediately prior to the Change
of Control (the “Accountants”).  For
purposes of making the calculations required by this Section 10, the
Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code.  Executive and the Company agree to furnish
such information and documents as the Accountants may reasonably request in
order to make a determination under this Section 10.  The Company will bear all costs the
Accountants may incur in connection with any calculations contemplated by this
Section 10.


11.           Assignment.  This Agreement will be binding upon and inure
to the benefit of (a) the heirs, executors and legal representatives of
Executive upon Executive’s death and (b) any Successor of the
Company.  Any Successor of the Company
will be deemed substituted for the Company under the terms of this Agreement
for all purposes.  None of the rights of
Executive to receive any form of compensation payable pursuant to this
Agreement may be assigned or transferred except by will or the laws of descent
and distribution.  Any other attempted
assignment, transfer, conveyance or other disposition of Executive’s right to
compensation or other benefits will be null and void.


12.           Notices.  All notices, requests, demands and other
communications called for hereunder will be in writing and will be deemed given
(a) on the date of delivery if delivered personally; (b) one (1)
day after being sent by a well established commercial overnight service; or (c) four (4)
days after being mailed by registered or certified mail, return receipt
requested, prepaid and addressed to the parties or their successors at the
following addresses, or at such other addresses as the parties may later
designate in writing:


If to the Company:


Catalyst Semiconductor, Inc.

2975 Stender Way

Santa Clara, CA  95959-3214

Attn:  Chairman of the Board of Directors


If to Executive:


at the last residential address known by the Company.


13.           Severability.  In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement will continue in full force and effect without
said provision.


14.           Arbitration.


(a)           General.  In
consideration of Executive’s service to the Company, its promise to arbitrate
all employment related disputes and Executive’s receipt of the compensation,
pay raises and other benefits paid to Executive by the Company, at present and
in the future, Executive agrees 



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that any and all controversies, claims, or
disputes with anyone (including the Company and any employee, officer,
director, shareholder or benefit plan of the Company in their capacity as such
or otherwise) arising out of, relating to, or resulting from Executive’s
service to the Company under this Agreement or otherwise or the termination of
Executive’s service with the Company, including any breach of this Agreement, will
be subject to binding arbitration under the Arbitration Rules set forth in
California Code of Civil Procedure Section 1280 through 1294.2, including
Section 1283.05 (the “Rules”) and pursuant to California law. Disputes which
Executive agrees to arbitrate, and thereby agrees to waive any right to a trial
by jury, include any statutory claims under state or federal law, including,
but not limited to, claims under Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act of 1990, the Age Discrimination in Employment
Act of 1967, the Older Workers Benefit Protection Act, the Worker Adjustment
and Retraining Notification Act, the California Fair Employment and Housing
Act, the Family and Medical Leave Act, the California Family Rights Act, the
California Labor Code, claims of harassment, discrimination or wrongful
termination and any statutory claims. Executive further understands that this
Agreement to arbitrate also applies to any disputes that the Company may have
with Executive.


(b)           Procedure. 
Executive agrees that any arbitration will be administered by Judicial
Arbitration & Mediation Services, Inc. (“JAMS”) and that a neutral
arbitrator will be selected in a manner consistent with its Employment
Arbitration Rules & Procedures (the “JAMS Rules”).  The arbitration proceedings will allow for
discovery according to the rules set forth in the JAMS Rules or California Code of Civil Procedure.  Executive agrees that the arbitrator will
have the power to decide any motions brought by any party to the arbitration,
including motions for summary judgment and/or adjudication and motions to
dismiss and demurrers, prior to any arbitration hearing.  Executive agrees that the arbitrator will
issue a written decision on the merits. 
Executive also agrees that the arbitrator will have the power to award
any remedies, including attorneys’ fees and costs, available under applicable
law.  Executive and the Company agree
that the Company will pay for any administrative or hearing fees charged by the
arbitrator or JAMS except that Executive will pay any filing fees associated
with any arbitration that Executive initiates, but only so much of the filing
fees as Executive would have instead paid had Executive filed a complaint in a
court of law.  Executive agrees that the
arbitrator will administer and conduct any arbitration in a manner consistent
with the Rules and that to the extent that the JAMS Rules conflict with the
Rules, the Rules will take precedence. 
The Company and Executive agree that the arbitration proceedings will
take place in San Jose, California.


(c)           Remedy. 
Except as provided by the Rules, arbitration will be the sole, exclusive
and final remedy for any dispute between Executive and the Company.  Accordingly, except as provided for by the
Rules, neither Executive nor the Company will be permitted to pursue court
action regarding claims that are subject to arbitration.  Notwithstanding, the arbitrator will not have
the authority to disregard or refuse to enforce any lawful Company policy, and
the arbitrator will not order or require the Company to adopt a policy not
otherwise required by law which the Company has not adopted.


(d)           Availability of Injunctive Relief.  In addition to the right under the Rules to
petition the court for provisional relief, Executive agrees that any party may
also petition the court for injunctive relief where either party alleges or
claims a violation of this Agreement or the Confidentiality Agreement or any
other agreement regarding trade secrets, confidential information,



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nonsolicitation or Labor Code §2870.  In the event either party seeks injunctive
relief, the prevailing party will be entitled to recover reasonable costs and
attorneys fees.


(e)           Administrative Relief.  Executive understands that this Agreement
does not prohibit Executive from pursuing an administrative claim with a local,
state or federal administrative body such as the Department of Fair Employment
and Housing, the Equal Employment Opportunity Commission or the workers’
compensation board.  This Agreement does,
however, preclude Executive from pursuing court action regarding any such
claim.


(f)            Voluntary Nature of Agreement.  Executive acknowledges and agrees that
Executive is executing this Agreement voluntarily and without any duress or
undue influence by the Company or anyone else. 
Executive further acknowledges and agrees that Executive has carefully
read this Agreement and that Executive has asked any questions needed for
Executive to understand the terms, consequences and binding effect of this
Agreement and fully understand it, including that Executive is waiving
Executive’s right to a jury trial.  Finally,
Executive agrees that Executive has been provided an opportunity to seek the
advice of an attorney of Executive’s choice before signing this Agreement.


15.           Integration.  This Agreement, together with the Company’s
stock option plan, any stock option agreements and the Confidential Information
Agreement represents the entire agreement and understanding between the parties
as to the subject matter herein and supersedes all prior or contemporaneous
agreements whether written or oral, including, but not limited to, the
employment agreement entered into between the Company and Executive as of May
23, 2003.  No waiver, alteration, or
modification of any of the provisions of this Agreement will be binding unless
in writing and signed by duly authorized representatives of the parties hereto.


16.           Tax Withholding.  All payments made pursuant to this Agreement
will be subject to withholding of applicable taxes.


17.           Governing Law.  This Agreement will be governed by the laws
of the State of California (with the exception of its conflict of laws
provisions).


18.           Acknowledgment.  Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and has carefully read and fully
understands all the provisions of this Agreement, and is knowingly and
voluntarily entering into this Agreement.



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IN WITNESS WHEREOF, each of the parties has executed
this Agreement, in the case of the Company by their duly authorized officers,
as of the day and year first above written.


COMPANY:


	
  CATALYST SEMICONDUCTOR, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Garrett Garrettson

  	
   

  	
  Date:

  	
  May 12, 2007

  	
   

  	
   

  
	
   

  	
  Garrett A. Garrettson

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Chairman of the Compensation Committee of the Board
  of Directors

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gelu Voicu

  	
   

  	
  Date:

  	
  May 14, 2007

  	
   

  	
   

  
	
   

  	
  Gelu Voicu

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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