**EXHIBIT 10.23**

**MOSYS,INC.CHANGE-IN-CONTROL AGREEMENT**

**THISCHANGE-IN-CONTROL AGREEMENT** (this “Agreement”), made and enteredinto as of October 6, 2006, by and between Mosys, Inc., a Delaware corporation(“MoSys”), and Raj Singh (the “Executive”).

**WHEREAS**,MoSys considers it essential to its best interests to foster the continuedemployment of key management personnel and recognizes the distraction anddisruption that the possibility of a Change-in-Control (as defined in Section1(d) below) may raise to the detriment of MoSys and its stockholders; and

**WHEREAS**,MoSys has determined to take appropriate steps to reinforce and encourage thecontinued attention and dedication of key management personnel to theirassigned duties in the face of a possible Change-in-Control;

**NOW,THEREFORE**, in consideration of the premises and the mutualcovenants contained herein, MoSys and the Executive hereby agree as follows:

**1.             DEFINITIONS**

**(a)           “Base Salary”** shall mean the annual salary of the Executiveat the time of termination of his employment within the application of thisAgreement.

**(b)           “Beneficiary”** shall mean (i) the person or personsnamed by the Executive, by notice to MoSys, to receive any compensation orbenefit payable under this Agreement or (ii) in the event of his death, ifno such person is named and survives the Executive, his estate.

**(c)           “Board”** shall mean the Board of Directors of MoSys.

**(d)           “Change-in-Control”**means the occurrence of any of the following:

(i)  an acquisition after the Effective Date by anindividual, an entity or a group in one or more related transactions (excludingMoSys or an employee benefit plan of MoSys or a corporation controlled by MoSys’sstockholders) of 45 percent or more of MoSys’s common stock or votingsecurities; or

(ii)  consummation of a complete liquidation ordissolution of MoSys or a merger, consolidation, reorganization or sale of allor substantially all of MoSys’s assets (collectively, a “Business Combination”)other than a Business Combination in which (A) the stockholders of MoSysreceive 50 percent or more of the stock of the corporation resulting from theBusiness Combination and (B) at least a majority of the board of directors ofsuch resulting corporation were incumbent directors of MoSys immediately priorto the consummation of the Business Combination, and (C) after which noindividual, entity or group (excluding any corporation or 

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other entity resulting from the Business Combinationor any employee benefit plan of such corporation or of MoSys) who did not own45 percent or more of the stock of the resulting corporation or other entityimmediately before the Business Combination owns 45 percent or more of thestock of such resulting corporation or other entity.

**(e)           “Good Reason”** means, without the Executive’s prior writtenconsent or acquiescence:

(i)  assignment to the Executive of dutiesincompatible with the Executive’s position, failure to maintain the Executive inthis position and its reporting relationship or a substantial diminution in thenature of the Executive’s authority or responsibilities;

(ii)  reduction in the Executive’s then currentBase Salary or in the bonus or incentive compensation opportunities or benefitscoverage available during the term of this Agreement, except pursuant to anacross-the-board reduction similarly affecting all senior executives of MoSys;

(iii)  termination of the Executive’s employment,for any reason other than death, disability, voluntary termination orMisconduct (as defined below);

(iv)  relocation of the Executive’s principal placeof business to a location more than 30 miles from the location of such officeon the date of this Agreement;

(v)  MoSys’s failure to pay the Executive anymaterial amounts otherwise vested and due the Executive hereunder or under anyplan, program or policy of MoSys; or

(vi)  failure of a successor to MoSys following aChange-in-Control to expressly assume or affirm MoSys’s obligations under thisAgreement as specified in Section 6.

**(f)            “Misconduct”** means the commission of any act of fraud,embezzlement or dishonesty or other violation of MoSys’s Code of BusinessConduct and Ethics for Employees, Executive Officers and Directors by the Executive,any unauthorized use or disclosure by the Executive of confidential informationor trade secrets of MoSys or other breach by the Executive of a materialagreement between the Company and the Executive, or any other intentionalmisconduct by the Executive adversely affecting the business affairs of MoSysin a material manner.

**(g)           “MoSys”** when used herein shall be deemed to refer toMoSys and any entity or entities that succeed to the assets and properties ofMoSys following a Change-in-Control, or any other corporation or other entitywhich is a subsidiary or parent of such successor entity or entities for whomthe Executive is employed at any time within two years following theChange-in-Control.

**2.             TERM OF AGREEMENT**

This Agreement shall be effective immediately upon itsexecution by MoSys and the Executive (the “Effective Date”) and shall remain ineffect until the earliest to occur of: (a) termination of the Executive’s employment with MoSys following aChange-in-Control (i) by reason 

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of death or disability, (ii) by the Executive other than for GoodReason, or (iii) by MoSys for Misconduct, or (b) two years after the date of aChange-in-Control.

**3.             CHANGEIN CONTROL BENEFITS**

In the event of termination of the Executive’s employmentby the Executive for Good Reason within two years following aChange-in-Control, the Executive will be entitled to the following:

**(a)           Salary and Benefits:**

(i)  his Base Salary through the date oftermination;

(ii)  payment in lieu of any unused vacation, inaccordance with MoSys’s vacation policy and applicable laws;

(iii)  any annual or discretionary bonus earned butnot yet paid to the Executive for any calendar year prior to the year in whichhis termination occurs;

(iv)  any compensation under any deferredcompensation plan of MoSys or deferred compensation agreement with MoSys thenin effect;

(v)  any other compensation or benefits, includingwithout limitation any benefits under long-term incentive compensation plans,any benefits under equity grants and awards and employee benefits under plansthat have vested through the date of termination or to which the Executive maythen be entitled in accordance with the applicable terms of each grant, awardor plan; and

(vi)  reimbursement of any business expensesincurred by the Executive through the date of termination but not yet paid tothe Executive.

**(b)           Stock Option Acceleration: **Immediateand unconditional vesting of 50 percent of the then unvested stock options andstock awards previously granted to the Executive and, for the one-year periodfollowing termination, the right to exercise any stock options or other awardsheld by him.

**(c)           Release.**  MoSyswill require, as a condition of receiving the Change-in-Control payments undersubsection (b) above, that the Executive execute a general releasesubstantially in the form attached as Exhibit A, which upon executionshall be deemed incorporated herein by reference as a material part of thisAgreement.

**4.             NOMITIGATION**

MoSys agrees thatif the Executive’s employment with MoSys terminates, the Executive will not beobligated to seek other employment or to attempt to reduce any amount payableto the Executive under this Agreement. Further, no amount of any payment underthis Agreement shall 

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be reduced by anycompensation earned by the Executive as the result of employment by asubsequent employer or otherwise.

**5.             NOTICES**

Any notice orother communication required or permitted under this Agreement shall be inwriting and shall be deemed to have been duly given when delivered by hand,electronic transmission (with a copy following by hand, mail or overnightcourier), by registered or certified mail, postage prepaid, return receiptrequested or by overnight courier addressed to the other party. All noticesshall be addressed as follows, or to such other address or addresses as may besubstituted by notice in writing: 
| To Mosys, Inc.:                                                          |   | To the Executive: |
|--------------------------------------------------------------------------|--------|-------------------|
|                                                                     |   |              |
|                                                                     |   |              |
| 755 N Matilda  Drive                                                     |   | Raj Singh         |
| Suite 100                                                                |   |              |
| Sunnyvale, CA  94085                                                     |   |              |
| Attention:  Chairman, Compensation   Committee of the Board of Directors |   | Fax:              |
| Fax: (408)  731-1893                                                     |   |              |
|                                                                     |   |              |

 

**6.             SUCCESSORS**

**(a)           MoSys’s Successors.** Any successor to MoSys (whether direct or indirect and whether bypurchase, lease, merger, consolidation, liquidation or otherwise) or to all orsubstantially all of MoSys’s business and/or assets shall assume MoSys’sobligations under this Agreement in the same manner and to the same extent asMoSys would be required to perform such obligations in the absence of asuccession.

**(b)           Executive’s Successors.**  Without the written consent of MoSys, the Executivecan not assign or transfer this Agreement or any right or obligation under thisAgreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and allrights of the Executive under this Agreement shall inure to the benefit of, andbe enforceable by, the Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributes, devisees andlegatees.

**7.             GENERAL PROVISIONS**

**(a)           Amendments**.  Noprovision of this Agreement may be amended, modified or waived unless suchamendment, modification or waiver shall be agreed to in writing and signed bythe Executive and by a member of the Compensation Committee of the Board.

**(b)           Severability**.  Ifany provision of this Agreement shall be determined to be invalid orunenforceable by a court of competent jurisdiction, the remaining provisions ofthis Agreement shall be unaffected thereby and shall remain in full force andeffect to the fullest extent permitted by law. If any provision of this Agreement is held by a court of competent 

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jurisdiction to be invalid, void or unenforceable, theremaining provisions shall nevertheless continue in full force without beingimpaired or invalidated in any way.

**(c)           Governing Law**. This Agreement shall be construed, interpreted and governed inaccordance with the laws of the state of California without regard to itsconflicts of laws rules.

**(d)           Inconsistencies**. The terms of this Agreement supersede any inconsistent prior promises,policies, representations, understandings, arrangements or agreements betweenthe parties, whether by employment contract or otherwise.

**(e)           Survival**. Notwithstanding the termination of the term of this Agreement, theduties and obligations of MoSys, if any, following the termination of the Executive’semployment following a Change-in-Control shall survive indefinitely.

**(f)            Withholding**. MoSys may deduct and withhold from any payments hereunder the amountthat MoSys, in its reasonable judgment, is required to deduct and withhold forany federal, state or local income or employment taxes.

**(g)           No Other Compensation; Employee at Will**.  Except as provided in Section 3 above, noamount or benefit shall be payable to the Executive under this Agreement inrespect of termination of the Executive’s employment within two years followinga Change-in-Control.  This Agreementshall not be construed as creating an express or implied contract of employmentand, except as otherwise agreed in writing between the Executive and MoSys, theExecutive is and shall remain an “employee at will” and shall not have anyright to be retained in the employ of MoSys.

**(h)           Counterparts.**  This Agreement may be executed incounterparts.

IN WITNESSWHEREOF, the parties have executed this Agreement as of the day and year firstabove written.
|            | **MOSYS, INC.** |
|------------|-----------------|
| ** ** | ** **      | ** ** |
| ** ** | By:             | /s/Chet Silvestri |
| ** ** | ** **      | Chet Silvestri |
| ** ** | ** **      |   |
| ** ** | Title:          | CEO |
| ** ** | ** **      | ** ** |
| ** ** | **Raj Singh**   |
| ** ** | ** **      | ** ** |
| ** ** | /s/ Raj Singh   |
| ** ** | (Signature)     |

** **

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**EXHIBITARELEASE AGREEMENT**

In considerationof the benefits I will receive under Monolithic System Technology, Inc.’sChange-in-Control Agreement, I hereby release, acquit and forever dischargeMonolithic System Technology, Inc. (the “Company”), its parents, subsidiaries,predecessors, successors and affiliates, and each of their respective officers,directors, agents, servants, employees, attorneys shareholders, and assigns(the “Released Parties”), of and from any and all claims, liabilities, demands,causes of action, costs, expenses, attorneys’ fees, damages, indemnities andobligations of every kind and nature, in law, equity, or otherwise, known andunknown, suspected and unsuspected, disclosed and undisclosed, arising out ofor in any way related to agreements, events, acts or conduct at any time priorto and including the date I sign this Release Agreement. This release of claimsincludes, but is not limited to:
    - any and all claims and demands directly or     indirectly arising out of or in any way connected with my employment with     the Company or the termination of that employment, including, but not     limited to, claims, demands or agreements related to salary, bonuses,     commissions, vacation pay, personal time off, fringe benefits, expense     reimbursements, sabbatical benefits, severance benefits, stock, stock     options, any other ownership or equity interest in the Company, or any     other form of compensation or benefit; 
    - claims pursuant to any federal, state or local     law, statute, common law or cause of action including, but not limited to,     Title VII of the federal Civil Rights Act of 1964, as amended, or any     other statute, agreement or source of law, the federal Age Discrimination     in Employment Act of 1967, as amended (“ADEA”), the federal Americans with     Disabilities Act of 1990, the Family and Medical Leave Act, the Employee     Retirement Income Security Act, the Equal Pay Act, the Worker Adjustment     and Retraining Notification Act, the California Fair Employment and     Housing Act, as amended, and the California Labor Code; 
    - all tort law claims, including claims for fraud,     misrepresentation, defamation, libel, emotional distress and breach of the     implied covenant of good faith and fair dealing; and 
    - all claims     arising under contract law, or the law of wrongful discharge,     discrimination or harassment. 

I represent that I have no lawsuits, claims or actionspending in my name, or on behalf of any other person or entity, against any ofthe Released Parties. I agree that in the event I bring a claim covered by thisrelease in which I seek damages against the Company or in the event I seek torecover against the Company in any claims brought by a governmental agency onmy behalf, this Agreement shall serve as a complete defense to such claims.

ADEA Waiver andRelease:  I acknowledgethat I am knowingly and voluntarily waiving and releasing any rights I may haveunder ADEA. I also acknowledge that the consideration given for the waiver andrelease herein is in addition to anything of value to which I was alreadyentitled. I further acknowledge that I have been advised by this writing, asrequired by the ADEA, that: (a) my waiver and release do not apply to any rightsor claims that may arise after 

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the execution date ofthis Agreement; (b) I have been advised hereby that I have the right toconsult with an attorney prior to executing this Agreement; (c) I have 21days from the date I receive this Agreement to consider this Agreement(although I voluntarily may choose to execute this Agreement earlier);(d) I have seven days following the execution of this Agreement to revokethe Agreement; and (e) this Agreement shall not be effective until thelater of (i) the date upon which the revocation period has expired, whichshall be the eighth day after I execute this Agreement, or (ii) the date Ireturn this Agreement, fully executed, to the Company.

I acknowledge thatfor this Release Agreement to be effective, I must sign and return it to theCompany within 21 days after the date I receive it and I must not revoke it atany time during the above-referenced seven-day revocation period.

I acknowledge that I haveread and understand Section 1542 of the California Civil Code which readsas follows: “A general release does not extend to claims which the creditordoes not know or suspect to exist in his favor at the time of executing therelease, which if known by him must have materially affected his settlementwith the debtor.” I hereby expressly waive and relinquish all rights andbenefits under that section and any law of any jurisdiction of similar effectwith respect to my release of any unknown or unsuspected claims I may haveagainst any of the Released Parties.

I understand thatthis Release Agreement, together with the Change-in-Control Agreement,constitutes the complete, final and exclusive embodiment of the entireagreement between the Company and me with regard to the subject matter hereof.I am not relying on any promise or representation by the Company that is notexpressly stated in this Release Agreement.
|                      | Raj Singh |
|----------------------|-----------|
|                 | By:       |   |
|                 | Its:      |   |
|                 | Date:     |   |
| ACCEPTED AND AGREED: |      |   |
| MOSYS, INC.          |      |   |
| By:                  |      |   |   |
| Its:                 | CEO       |   |   |
| Date:                |      |   |   |

 

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