AND HAS CAREFULLY
READ AND UNDERSTANDS THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
NEITHER PARTY HAS RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE
OTHER PARTY HERETO WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
18.
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION IN THIS AGREEMENT BECOMES OR IS DECLARED BY A COURT OF COMPETENT
JURISDICTION TO BE ILLEGAL, UNENFORCEABLE, OR VOID, THIS AGREEMENT SHALL
CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID PROVISION SO LONG AS THE
REMAINING PROVISIONS REMAIN INTELLIGIBLE AND CONTINUE TO REFLECT THE ORIGINAL
INTENT OF THE PARTIES.
19.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE
CONFIDENTIALITY AGREEMENT, AND THE STOCK AGREEMENTS REPRESENT THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY AND EMPLOYEE CONCERNING THE
SUBJECT MATTER OF THIS AGREEMENT AND EMPLOYEE'S RELATIONSHIP WITH THE COMPANY,
AND SUPERSEDE AND REPLACE ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT AND
EMPLOYEE'S RELATIONSHIP WITH THE COMPANY.
20.
NO ORAL MODIFICATION.
ANY MODIFICATION OR
AMENDMENT OF THIS AGREEMENT, OR ADDITIONAL OBLIGATION ASSUMED BY EITHER PARTY IN
CONNECTION WITH THIS AGREEMENT, SHALL BE EFFECTIVE ONLY IF PLACED IN WRITING AND
SIGNED BY BOTH PARTIES OR THEIR AUTHORIZED REPRESENTATIVES.
21.
ATTORNEY FEES.
IN THE EVENT THAT EITHER
PARTY BRINGS AN ACTION TO ENFORCE OR EFFECT ITS RIGHTS UNDER THIS AGREEMENT, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS COSTS AND EXPENSES, INCLUDING
THE COSTS OF MEDIATION, ARBITRATION, LITIGATION, COURT FEES, PLUS REASONABLE
ATTORNEY FEES INCURRED IN CONNECTION WITH SUCH AN ACTION.
22.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD FOR CHOICE OF
LAW PROVISIONS.
23.
EFFECTIVE DATE.
THIS AGREEMENT IS EFFECTIVE
AFTER IT HAS BEEN SIGNED BY BOTH PARTIES AND AFTER EIGHT (8) DAYS HAVE PASSED
FOLLOWING THE DATE EMPLOYEE SIGNED THE AGREEMENT (THE "EFFECTIVE DATE").
24.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, AND EACH COUNTERPART SHALL HAVE THE SAME FORCE AND
EFFECT AS AN ORIGINAL AND SHALL CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON
THE PART OF EACH OF THE UNDERSIGNED.
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25.
VOLUNTARY EXECUTION OF AGREEMENT.
THIS
AGREEMENT IS EXECUTED VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING ALL
CLAIMS, AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY ANY OF THE PARTIES.
THE
PARTIES ACKNOWLEDGE THAT:
(A)
THEY HAVE READ THIS AGREEMENT;
(B)
THEY HAVE BEEN REPRESENTED IN THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL OF
THEIR OWN CHOICE OR THAT THEY HAVE VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL;
(C)
THEY UNDERSTAND THE TERMS AND CONSEQUENCES
OF THIS AGREEMENT AND OF THE RELEASES IT CONTAINS; AND
(D)
THEY ARE FULLY AWARE OF THE LEGAL AND
BINDING EFFECT OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set
forth below.
Dated:
July 21, 2005
By:
/s/ Gelu Voicu
Gelu Voicu
Catalyst Semiconductor, Inc.
Dated:
July 21, 2005
By:
/s/ Barry Wiley
Barry Wiley, an individual
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