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 AND THAT CERTAIN AGREEMENT BETWEEN EMPLOYEE AND COMPANY DATED
MAY
, 2009 REGARDING EMPLOYEE'S REPAYMENT OF SEVERANCE PAY, BOTH OF
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
.
EMPLOYEE SHALL
HAVE UNTIL THE LATTER OF THE CLOSE OF BUSINESS ON
OR THE
SEPARATION DATE, TO ACCEPT THIS AGREEMENT, WHICH EMPLOYEE ACKNOWLEDGES IS AT
LEAST 45 DAYS FROM THE DATE EMPLOYEE RECEIVED THIS AGREEMENT, BUT EMPLOYEE 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
.
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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.
MATHSTAR, INC.
Dated:
By:
Signature
Name Typed or Printed
Its:
Title Typed or Printed
Dated:
Douglas M. Pihl
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