PROVISIONS OF
SECTION 4 OF THIS AGREEMENT) SHALL REMAIN VALID AND CONTINUE IN FULL FORCE AND
EFFECT.
7.
PERFORMANCE BY EMPLOYEE.
NOTHING
CONTAINED HEREIN SHALL OPERATE AS A WAIVER OR AN ELECTION OF REMEDIES BY COMPANY
SHOULD EMPLOYEE FAIL TO PERFORM ANY DUTY OR OBLIGATION IMPOSED UPON HIM
HEREUNDER.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS
AGREEMENT AND THE DUTIES AND OBLIGATIONS OF EMPLOYEE HEREUNDER SHALL CONTINUE IN
FULL FORCE AND EFFECT IRRESPECTIVE OF ANY VIOLATION OF ANY TERM OR PROVISION OF
THIS AGREEMENT BY EMPLOYEE.
8.
NO ADMISSION OF LIABILITY.
THE PARTIES
AGREE THAT THIS AGREEMENT SHALL NOT BE CONSIDERED AN ADMISSION OF LIABILITY BY
COMPANY.
COMPANY EXPRESSLY DENIES THAT IT IS IN ANY WAY LIABLE TO EMPLOYEE OR
THAT IT HAS ENGAGED IN ANY WRONGDOING WITH RESPECT TO EMPLOYEE.
9.
EMPLOYEE ACKNOWLEDGMENTS.
EMPLOYEE
ACKNOWLEDGES AND REPRESENTS THAT:
(A) HE HAS READ THIS AGREEMENT AND
UNDERSTANDS ITS CONSEQUENCES; (B) HE HAS RECEIVED ADEQUATE OPPORTUNITY TO READ
AND CONSIDER THIS AGREEMENT; (C) HE HAS DETERMINED TO EXECUTE THIS AGREEMENT OF
HIS OWN FREE WILL AND ACKNOWLEDGES THAT HE HAS NOT RELIED UPON ANY STATEMENTS OR
EXPLANATIONS MADE BY COMPANY REGARDING THIS AGREEMENT; AND (D) THE PROMISES OF
COMPANY MADE IN THIS AGREEMENT CONSTITUTE FAIR AND ADEQUATE CONSIDERATION FOR
THE PROMISES, RELEASES AND AGREEMENTS MADE BY EMPLOYEE IN THIS AGREEMENT.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT ,
INCLUDING ANY EXHIBITS ATTACHED HERETO OR DOCUMENTS EXPRESSLY REFERRED TO
HEREIN, CONTAINS THE ENTIRE AGREEMENT BETWEEN COMPANY AND EMPLOYEE AND
SUPERSEDES AND CANCELS ANY AND ALL OTHER AGREEMENTS, WHETHER ORAL OR IN WRITING,
BETWEEN COMPANY AND EMPLOYEE WITH RESPECT TO THE MATTERS REFERRED TO HEREIN;
PROVIDED, HOWEVER, THAT THIS AGREEMENT DOES NOT SUPERSEDE, CANCEL OR OTHERWISE
VOID THAT CERTAIN EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND INTELLECTUAL
PROPERTY AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON.
12.
EFFECTIVE DATE.
THIS AGREEMENT WAS
ORIGINALLY OFFERED TO EMPLOYEE ON OR ABOUT MAY 30, 2008.
EMPLOYEE SHALL HAVE
UNTIL THE LATTER OF THE CLOSE OF BUSINESS ON JULY 14, 2008 OR THE SEPARATION
DATE TO ACCEPT THIS AGREEMENT BUT SHALL NOT SIGN THIS AGREEMENT AT ANY TIME
BEFORE THE SEPARATION DATE.
IF EMPLOYEE DESIRES TO ACCEPT THIS AGREEMENT,
EMPLOYEE SHALL EXECUTE THE AGREEMENT AND RETURN THE SAME TO COMPANY AT THE
ADDRESS SET FORTH IN SECTION 5.C. HEREOF.
IF EMPLOYEE DOES NOT SO ACCEPT THIS
AGREEMENT, THIS AGREEMENT, AND THE OFFER CONTAINED HEREIN, SHALL BE NULL AND
VOID AS OF THE CLOSE OF BUSINESS ON JULY 14, 2008.
13.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS WITH AN EXECUTED COUNTERPART TO BE DELIVERED TO THE
OTHER PARTY.
EACH SUCH EXECUTED COUNTERPART SHALL BE DEEMED AN ORIGINAL BUT
SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
4
MATHSTAR, INC.
Dated:
7/14/08
By:
/s/ John M. Jennings
Its:
Chief Accounting Officer
Dated:
7/14/08
/s/ Douglas M. Pihl
Douglas Pihl
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