Exhibit 10.103

CATALYST SEMICONDUCTOR, INC.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of May 23, 2007, (the “Effective Date”) by and between Catalyst Semiconductor, Inc. (the ”Company”), and Gelu Voicu (“Executive”), and replaces and supersedes in its entirety the employment agreement entered into between the Company and Executive as of May 23, 2003.

1.             Duties and Scope of Employment .

(a)           Positions and Duties .  As of the Effective Date, Executive will continue to serve as Chief Executive Officer of the Company.  Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the Company’s Board of Directors (the “Board”).

(b)           Board Membership .  During the Employment Term (as defined below), Executive will continue to serve as a member of the Board, subject to any required Board and/or shareholder approval.  In the event of Executive’s termination of employment with the Company for any reason, Executive agrees to resign his position on the Board within three (3) business days of his termination of employment.

(c)           Obligations .  During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company.  For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.

2.             At-Will Employment .  Executive’s employment with the Company pursuant to this Agreement (the “Employment Term”) will commence on the Effective Date and will continue, until otherwise terminated as provided herein.  The parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause by giving Executive a written notice.  Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for continuation, modification, amendment, or extension, by implication or otherwise, of his employment with the Company.  However, as described in this Agreement, Executive may be entitled to severance benefits depending on the circumstances of Executive’s termination of employment with the Company.

3.             Compensation .

(a)           Base Salary .  During the Employment Term, the Company will pay Executive as compensation for his services a base salary at the annualized rate of $350,000.00 (the “Base Salary”) or such other rate not below $350,000.00 as the Compensation Committee of the Board (the “Committee”) may determine from time to time.  The Base Salary will be paid periodically in

accordance with the Company’s normal payroll practices and be subject to applicable withholding taxes.

Once the Committee has increased such Base Salary, it thereafter will not be reduced; provided, however, that if a Change of Control (as defined below) has not occurred, such salary may be reduced by the Committee if such reduction is in proportion to a salary reduction program approved by the Board which affects a majority of the other executive officers of the Company generally.

(b)           Bonus .  For each fiscal year of the Company, Executive will be eligible to receive an annual bonus in an amount targeted at sixty-five percent (65%) of his Base Salary based upon the achievement of performance criteria specified by the Committee (the “Target Bonus”).  In the event that the Company and Executive far exceed the performance goals specified by the Committee, the maximum annual bonus Executive can earn is two times the Target Bonus (that is, 130% of his Base Salary).  The actual amount of the bonus payable for any fiscal quarter will depend upon the extent to which the applicable quarterly or annual performance criteria have been satisfied, as determined by the Committee at the end of each fiscal quarter.  Any bonus that actually is earned will be paid as soon as practicable (but no later than sixty (60) days after the bonus is earned) after the end of the fiscal quarter for which the bonus is earned, but only if Executive was employed with the Company through the end of such fiscal quarter.  The bonus will be subject to all applicable withholding taxes.

4.             Employee Benefits .  During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company.  The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.  During the Employment Term, the Company will provide Executive with a $1,000,000 term life insurance policy.  

5.             Expenses .  The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

6.     Severance .

(a)           Involuntary Termination .  If (i) the Company involuntarily terminates Executive’s employment without “Cause” (as defined herein), but excluding a termination based on Executive’s death or “Disability” (as defined herein); or (ii) Executive voluntarily terminates his employment with the Company due to a “Good Reason Termination” (as defined herein); and (iii) Executive signs and does not revoke a standard release of claims with the Company, then, subject to Section 9, Executive will be entitled to receive:

(i)    the “Severance Payments” (as defined herein);

(ii)   accelerated vesting (including, the lapse of restrictions) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company

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that vest based on the passage of time and continued service (the “Time-Based Awards”) in an amount equal to the greater of (A) the number of shares that would have vested under such Time-Based Awards had Executive remained employed an additional twelve (12) months from the termination date or (B) fifty percent (50%) of the unvested shares of common stock subject to the Time-Based Awards as of the date of Executive’s termination of employment;

(iii)  the immediate vesting of fifty percent (50%) of the unvested shares of common stock subject to outstanding equity awards granted to Executive by the Company that vest based on the achievement of performance objectives (the “Performance-Based Awards” and, together with the Time-Based Awards, the “Awards”);

(iv)  all shares of common stock subject to outstanding stock options granted to Executive by the Company (the “Options”) which are vested as of the date of Executive’s termination of employment (including pursuant to this Section 6(a)) will be exercisable for a period of one (1) year following the date of such termination, provided, however, that in no event will this provision operate to extend an Option beyond the term/expiration date of such Option; and

(v)   reimbursement for the cost of continued health plan coverage Executive timely elects pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and life insurance coverage for Executive and his dependents for a period of twelve (12) months from the date of such termination of employment.

(b)           Voluntary Termination; Termination for Cause .  If Executive’s employment with the Company terminates voluntarily by Executive (including death or disability) or for Cause by the Company, then (i) all vesting of all options to purchase the common stock of the Company will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (ii) Executive will not receive any severance benefits or the continuation of any other benefits.

(c)           Change of Control .

(i)    If within twelve (12) months following a “Change of Control” (as defined below) (A) the Company or the Successor terminates Executive’s employment with the Company or any Successor for other than (x) Cause, (y) death or (z) Disability, or (B) Executive terminates his employment with the Company or a Successor due to a Good Reason Termination, and (C) Executive signs and does not revoke a standard release of claims with the Company, then, in lieu of the benefits pursuant to Section 6(a) and subject to Section 9, Executive will be entitled to receive:

(1)           the Severance Payments;

(2)           accelerated vesting (including, the lapse of restrictions) of the unvested shares of common stock subject to Executive’s Time-Based Awards in an amount equal to the greater of (A) the number of shares that would have vested under such Time-Based Awards had Executive remained employed an additional twelve (12) months from the termination date or (B) fifty percent (50%) of the unvested shares of common stock subject to the Time-Based Awards as of the date of Executive’s termination of employment;

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(3)           the immediate vesting of fifty percent (50%) of the unvested shares of common stock subject to Performance-Based Awards;

(4)           all shares of common stock subject to Executive’s Options which are vested as of the date of Executive’s termination of employment (including pursuant to this Section 6(a)) will be exercisable for a period of one (1) year following the date of such termination, provided, however, that in no event will this provision operate to extend an Option beyond the term/expiration date of such Option; and

(5)           reimbursement for the cost of continued health plan coverage Executive timely elects pursuant to COBRA and life insurance coverage for Executive and his dependents for a period of fifteen (15) months from the date of such termination of employment.

(ii)   If in connection with a Change of Control Executive is not made the Chief Executive Officer of the Successor or does not remain employed as the Chief Executive Officer of the Company where the Company is the surviving corporation in a Change of Control, then, any unvested shares of common stock subject to the Options will fully accelerate and become exercisable immediately upon such Change of Control (or, if later, upon the date it is determined that Executive will not become or remain the Chief Executive Officer).  In addition, all shares of common stock subject to the Options will be exercisable for that period of time following the closing date of the Change of Control which is equal to the longest period of time for which any shares of common stock subject to stock options granted to any non-employee director of the Company are exercisable following such Change of Control (as determined at the closing date of such Change of Control) or twelve (12) months, whichever is greater; provided, however, that in no event will this provision operate to extend an Option beyond the term/expiration date of such Option.

(d)           Timing of Severance Payments .

(i)    Unless otherwise required to be delayed pursuant to Section 6(d)(ii) below, the Severance Payments shall be paid in equal installments over a period of twelve (12) months from the date of such termination of employment in accordance with the Company’s normal payroll policies.

(ii)   If Executive is a “specified employee” within the meaning of Section 409A of the Code and the final regulations thereunder (“Section 409A”) at the time of Executive’s termination, and the Severance Payments (and any other benefits payable under this Agreement which may be considered deferred compensation under Section 409A (the “deferred compensation benefits”)) to be made to Executive pursuant to this Agreement will not be paid in full by March 15 of the year following the year in which Executive’s termination of employment occurs, then only that portion of such Severance Payments (and any other benefits which may be considered deferred compensation under Section 409A) which does not exceed the “Section 409A Limit” (as defined below) may be made within the first six months following Executive’s termination of employment in accordance with the payment schedule set forth in Section 6(d)(i) above.  Any portion of such Severance Payments (and any deferred compensation benefits) in excess of the Section 409A Limit (when the Severance Payments and any such other deferred compensation benefits are considered in the aggregate) shall accrue and, to the extent such portion of the Severance Payments (and any deferred compensation benefits) would otherwise have been payable within the first six (6) months

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following Executive’s termination of employment pursuant to Section 6(d)(i) above, will become payable the date that is six (6) months and one (1) day following the date of Executive’s termination of employment.  All subsequent Severance Payments (and any deferred compensation benefits), if any, will be payable as provided in Section 6(d)(i) of this Agreement.  It is the intent of this provision to comply with the requirements of Section 409A, and any ambiguities herein will be interpreted to so comply.

7.             Definitions .

(a)           Cause .  For purposes of this Agreement, “Cause” is defined as (i) Executive engaging in knowing and intentional illegal conduct that is injurious to the Company; (ii) Exec