**Exhibit 10.17**

 

October 3, 2005

 

Mr. Dhaval Ajmera

713 Solstice Court

Fremont, CA 94539

 

Dear Dhaval:

 

I am pleased to offer youa position with Monolithic System Technology, Inc. (“MoSys” or the “Company”)as Vice President of Worldwide Sales and Business Development, an exemptposition in which you will report directly to me.  Your semimonthly compensation will be$7,916.66 dollars, which is equal to $190,000.00 on an annualized basis.  You will also be eligible to receive anincentive bonus based on the following guidelines:

 

•  for the fiscal quarter ending December 31,2005, you will be eligible to receive a $30,000 non-recoverable, incentivebonus.

 

•  for fiscal year 2006, your targeted incentivebonus will be $30,000 quarterly based on mutually agreed bookings goals with a$30,000 incentive bonus guaranteed in 2006 paid at the end of Q1 as a creditagainst earned bonuses for the year.

 

The bookings target andincentive bonus payment will be subject to the Company’s sole and absolutediscretion.  Further, nothing in thisoffer letter shall alter the “at-will” nature of your employment relationshipwith the Company, or constitute any promise, express or implied, regarding theduration of your employment with the Company, payment of any specific amount ofincentive bonus, or a requirement of any reason or “cause” for termination ofyour employment with the Company, which shall be terminable at-will, by you orthe Company, without any reason or cause or advance notice required.

 

Upon approval of theCompany’s Board of Directors, you will be granted an option to purchase 300,000shares of the Company’s common stock. The terms of such option shall be in accordance with the terms of theCompany’s stock option plan. Accordingly, the options will vest 25% at the end of one year ofemployment and 2.0833% per month thereafter. The per share exercise price of the option shall be the fair marketvalue of the Company’s common stock on the date of grant as determined by theCompany’s Board of Directors.

 

If, there is an event of “changeof control” of more than 50% of the voting power of the Company resulting froma merger, reorganization, sale of all or substantially all assets or othersimilar acquisition transaction, and you are terminated involuntarily “withoutcause,” or if you resign for “good reason” in connection with such change incontrol event, then 50% of the unvested stock options granted to you aboveshall be immediately accelerated and exercisable.

 

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Should your employment beterminated “without cause,” you will receive one quarter (1/4) of the annualsalary (three months) in effect at the time of termination as severance pay,and your health benefits will also continue for three months from theCompany.  In addition, you will receiveyour earned incentive bonus based on bookings for the quarter in which you areterminated and the subsequent quarter.

 

In addition, you will beeligible to participate in Monolithic System Technology, Inc. (“MoSys” or the “Company”)employee benefit plans including our standard major medical, dental, life,short and long term disability, vision, flexible benefit plan, paid holidays,ESPP (Employee Stock Purchase Plan), personal time off (PTO) and the Company’s401(k) plan.

 

You also will be eligiblefor a five hundred dollar ($500.00) monthly car allowance.  You will be reimbursed for all reasonabletravel and entertainment expenses necessarily and reasonably incurred inconducting the Company’s business.  Youshall submit for reimbursement all direct expenses incurred, including any carallowance on a monthly basis.

 

The Company willreimburse you the cost of a cellular phone to be primarily used in conductingthe Company’s business.  The Company willalso reimburse all reasonable month calling charges billed directly to you andsubmitted to the Company for payment.

 

You should be aware thatyour employment with the Company is for no specified period and constitutes “atwill” employment.  As a result, you arefree to resign at any time, for any reason or for no reason.  Similarly, the Company is free to concludeits employment relationship with you at any time, with or without cause.

 

For purposes of federalimmigration law, you will be required to provide to the Company documentaryevidence of your identity and eligibility for employment in the UnitedStates.  Such documentation must beprovided to us within three (3) business days of your date of hire, or ouremployment relationship with you may be terminated.

 

In the event of anydispute or claim relating to or arising out of our employment relationship, youand the Company agree that all such disputes shall be fully and finallyresolved by binding arbitration conducted in Santa Clara County, Californiaunder the then-existing rules for resolution of employment disputes adopted bythe American Arbitration Association (“AAA”) or Judicial Arbitration andMediation Services (“JAMS”).  However, weagree that this mandatory arbitration provision shall not apply to any disputesor claims relating to or arising out of the misuse or misappropriation of theCompany’s trade secrets or proprietary information.

 

To indicate youracceptance of the Company’s offer, please sign and date this letter in thespace provided below and return it to Human Resources.  This offer will expire on Tuesday , October4, 2005 at 5:00 p.m.  Please indicateyour planned start date.  This letter,along with the agreement relating to proprietary rights between you and theCompany, set forth the terms of your employment with the Company and supersedeany prior representations or agreements, whether written or oral.  This letter may not be modified or amendedexcept by a written agreement, signed by the Company and by you.

 

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Dhaval, we believe thatyou can make a great contribution to MoSys and we all look forward to workingwith you.

 

 
|                           | Sincerely,              |
|--------------------------------|-------------------------|
|                           |                    |
|                           |                    |
|                           | Chet Silvestri          |
|                           | Chief Executive Officer |
|                           |                    |
|                           |                    |
| ACCEPTED AND AGREED TO         | Start date 10/3/05      |
| This 3rdday  of October, 2005. |                    |
|                           |                    |
|                           |                    |
|                           | /s/ Dhaval Ajmera       |   |
|                           | Dhaval Ajmera           |   |
|                                |                         |  |  |

 

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