Exhibit 10.101
CATALYST SEMICONDUCTOR, INC.
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (THE "AGREEMENT") IS MADE AND ENTERED INTO BY AND
BETWEEN DAVID EICHLER ("EMPLOYEE") AND CATALYST SEMICONDUCTOR, INC., A DELAWARE
CORPORATION (THE "COMPANY"), EFFECTIVE AS OF SEPTEMBER 10, 2007 (THE "EFFECTIVE
DATE").
RECITALS
1.
IT IS EXPECTED THAT THE COMPANY FROM TIME TO TIME WILL CONSIDER
THE POSSIBILITY OF AN ACQUISITION BY ANOTHER COMPANY OR OTHER CHANGE OF
CONTROL.
THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") RECOGNIZES THAT
SUCH CONSIDERATION CAN BE A DISTRACTION TO EMPLOYEE AND CAN CAUSE EMPLOYEE TO
CONSIDER ALTERNATIVE EMPLOYMENT OPPORTUNITIES.
THE BOARD HAS DETERMINED THAT IT
IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS TO ASSURE THAT THE
COMPANY WILL HAVE THE CONTINUED DEDICATION AND OBJECTIVITY OF EMPLOYEE,
NOTWITHSTANDING THE POSSIBILITY, THREAT OR OCCURRENCE OF A CHANGE OF CONTROL.
2.
THE BOARD BELIEVES THAT IT IS IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS TO PROVIDE EMPLOYEE WITH AN INCENTIVE TO CONTINUE
HIS OR HER EMPLOYMENT AND TO MOTIVATE EMPLOYEE TO MAXIMIZE THE VALUE OF THE
COMPANY FOR THE BENEFIT OF ITS STOCKHOLDERS.
3.
THE BOARD BELIEVES THAT IT IS IMPERATIVE TO PROVIDE EMPLOYEE WITH
CERTAIN BENEFITS UPON EMPLOYEE'S TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR
FOLLOWING A CHANGE OF CONTROL.
THESE BENEFITS WILL PROVIDE EMPLOYEE WITH
ENHANCED FINANCIAL SECURITY AND INCENTIVE AND ENCOURAGEMENT TO REMAIN WITH THE
COMPANY.
4.
CERTAIN CAPITALIZED TERMS USED IN THE AGREEMENT ARE DEFINED IN
SECTION 5 BELOW.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE
PARTIES HERETO AGREE AS FOLLOWS:
1.
TERM OF AGREEMENT.
THIS AGREEMENT WILL TERMINATE UPON THE DATE
THAT ALL OF THE OBLIGATIONS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT
HAVE BEEN SATISFIED.
2.
AT-WILL EMPLOYMENT.
THE COMPANY AND EMPLOYEE ACKNOWLEDGE THAT
EMPLOYEE'S EMPLOYMENT IS AND WILL CONTINUE TO BE AT-WILL, AS DEFINED UNDER
APPLICABLE LAW, EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED UNDER THE TERMS
OF ANY WRITTEN FORMAL EMPLOYMENT AGREEMENT OR OFFER LETTER BETWEEN THE COMPANY
AND EMPLOYEE (AN "EMPLOYMENT AGREEMENT").
IF EMPLOYEE'S EMPLOYMENT TERMINATES
FOR ANY REASON, EMPLOYEE WILL NOT BE ENTITLED TO ANY PAYMENTS, BENEFITS,
DAMAGES, AWARDS OR COMPENSATION OTHER THAN AS PROVIDED BY THIS AGREEMENT,
INCLUDING ANY PAYMENTS OR BENEFITS EMPLOYEE WOULD OTHERWISE BE ENTITLED TO UNDER
HIS OR HER EMPLOYMENT AGREEMENT.
3.
TERMINATION BENEFITS.
(A)
INVOLUNTARY TERMINATION OTHER THAN FOR CAUSE, DEATH OR DISABILITY
PRIOR TO A CHANGE OF CONTROL OR AFTER TWELVE MONTHS FOLLOWING A CHANGE OF
CONTROL.
IF THE COMPANY (OR ANY PARENT OR SUBSIDIARY OF THE COMPANY EMPLOYING
EMPLOYEE) TERMINATES EMPLOYEE'S EMPLOYMENT WITH THE COMPANY (OR ANY PARENT OR
SUBSIDIARY OF THE COMPANY) WITHOUT EMPLOYEE'S CONSENT AND FOR A REASON OTHER
THAN CAUSE, EMPLOYEE BECOMING DISABLED OR EMPLOYEE'S DEATH, ANY OF WHICH OCCUR
PRIOR TO A CHANGE OF CONTROL OR AFTER TWELVE (12) MONTHS FOLLOWING A CHANGE OF
CONTROL (ANY SUCH TERMINATION, AN "INVOLUNTARY TERMINATION") AND EMPLOYEE SIGNS,
DELIVERS AND DOES NOT REVOKE A SEPARATION AGREEMENT AND RELEASE OF CLAIMS IN A
FORM SATISFACTORY TO