INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE SEVERANCE PAYMENT TO
PIHL.
3.
REPAYMENT OF SEVERANCE.
ON THE DATE OF
THIS AGREEMENT, PIHL SHALL REPAY TO THE COMPANY THE SEVERANCE PAYMENT, NET OF
FEDERAL AND STATE WITHHOLDING TAXES AND MEDICAL INSURANCE PREMIUMS, CONSISTING
OF A PAYMENT OF $118,112.00, PLUS INTEREST ACCRUING ON SUCH AMOUNT FROM JULY 31,
2008 TO THE DATE OF THIS AGREEMENT, FOR A TOTAL REPAYMENT AMOUNT OF $119,441.00
(THE "REPAYMENT AMOUNT").
THE COMPANY HEREBY ACKNOWLEDGES RECEIPT OF THE
REPAYMENT AMOUNT.
4.
ACKNOWLEDGMENTS BY PIHL.
PIHL
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 BEEN GIVEN THE OPPORTUNITY TO CONSULT
WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT; AND (D) 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.
5.
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,
INCLUDING WITHOUT LIMITATION, THE SEVERANCE AGREEMENT.
6.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON.
(The remainder of this page intentionally left blank.)
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7.
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.
MATHSTAR, INC.
Dated: May 7, 2009
By:
/s/ Benno G. Sand
Benno G. Sand
Director
Dated: May 7, 2009
/s/ Douglas M. Pihl
Douglas M. Pihl
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Exhibit A
SEVERANCE AND RELEASE AGREEMENT
In exchange for the promises and covenants contained herein, MathStar, Inc., a
Delaware corporation (the "Company"), and Douglas M. Pihl ("Employee") hereby
agree as follows:
1.
DEFINITIONS.
WE INTEND ALL WORDS USED
IN THIS SEVERANCE AND RELEASE AGREEMENT ("AGREEMENT") TO HAVE THEIR PLAIN
MEANINGS IN ORDINARY ENGLISH.
SPECIFIC TERMS WE USE IN THIS AGREEMENT HAVE THE
FOLLOWING MEANINGS:
A.
EMPLOYEE, AS USED HEREIN, SHALL INCLUDE THE
UNDERSIGNED EMPLOYEE AND ANYONE WHO HAS OBTAINED ANY LEGAL RIGHTS OR CLAIMS
THROUGH THE UNDERSIGNED EMPLOYEE.
B.
COMPANY, AS USED HEREIN, SHALL AT ALL
TIMES MEAN MATHSTAR, INC., ITS PARENT COMPANY, ITS SUBSIDIARIES, SUCCESSORS AND
ASSIGNS, ITS AFFILIATED AND PREDECESSOR COMPANIES, THEIR SUCCESSORS AND ASSIGNS,
THEIR AFFILIATED AND PREDECESSOR COMPANIES, AND THE PRESENT OR FORMER DIRECTORS,
OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (INCLUDING, WITHOUT LIMITATION,
ITS ACCOUNTANTS AND ATTORNEYS) OF ANY OF THEM, WHETHER IN THEIR INDIVIDUAL OR
OFFICIAL CAPACITIES, AND THE CURRENT AND FORMER TRUSTEES OR ADMINISTRATORS OF
ANY PENSION OR OTHER BENEFIT PLAN APPLICABLE TO EMPLOYEES OR FORMER EMPLOYEES OF
THE COMPANY, IN THEIR OFFICIAL OR INDIVIDUAL CAPACITIES.
C.
EMPLOYEE'S CLAIMS, AS USED HEREIN, MEANS