TO UNDERSTAND THE TERMS,
CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT,
INCLUDING THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO A JURY TRIAL.
FINALLY,
EXECUTIVE AGREES THAT EXECUTIVE HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE
ADVICE OF AN ATTORNEY OF EXECUTIVE'S CHOICE BEFORE SIGNING THIS AGREEMENT.
15.
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE COMPANY'S STOCK
OPTION PLAN, ANY STOCK OPTION AGREEMENTS AND THE CONFIDENTIAL INFORMATION
AGREEMENT REPRESENTS THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES
AS TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS
AGREEMENTS WHETHER WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE
EMPLOYMENT AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND EXECUTIVE AS OF MAY
23, 2003.
NO WAIVER, ALTERATION, OR MODIFICATION OF ANY OF THE PROVISIONS OF
THIS AGREEMENT WILL BE BINDING UNLESS IN WRITING AND SIGNED BY DULY AUTHORIZED
REPRESENTATIVES OF THE PARTIES HERETO.
16.
TAX WITHHOLDING.
ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT
WILL BE SUBJECT TO WITHHOLDING OF APPLICABLE TAXES.
17.
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
STATE OF CALIFORNIA (WITH THE EXCEPTION OF ITS CONFLICT OF LAWS PROVISIONS).
18.
ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE
OPPORTUNITY TO DISCUSS THIS MATTER WITH AND OBTAIN ADVICE FROM HIS PRIVATE
ATTORNEY, HAS HAD SUFFICIENT TIME TO, AND HAS CAREFULLY READ AND FULLY
UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT, AND IS KNOWINGLY AND
VOLUNTARILY ENTERING INTO THIS AGREEMENT.
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by their duly authorized officers, as of the day and year first
above written.
COMPANY:
CATALYST SEMICONDUCTOR, INC.
By:
/s/ Garrett Garrettson
Date:
May 12, 2007
Garrett A. Garrettson
Chairman of the Compensation Committee of the Board of Directors
EXECUTIVE:
/s/ Gelu Voicu
Date:
May 14, 2007
Gelu Voicu
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