Exhibit 10.17
October 3, 2005
Mr. Dhaval Ajmera
713 Solstice Court
Fremont, CA 94539
Dear Dhaval:
I am pleased to offer you a position
with Monolithic System Technology, Inc. (“MoSys” or the
“Company”) as Vice President of Worldwide Sales and
Business Development, an exempt position in which you will report
directly to me. Your semimonthly compensation will be
$7,916.66 dollars, which is equal to $190,000.00 on an annualized
basis. You will also be eligible to receive an incentive
bonus based on the following guidelines:
•
for the fiscal quarter ending
December 31, 2005, you will be eligible to receive a $30,000
non-recoverable, incentive bonus.
•
for fiscal year 2006, your
targeted incentive bonus will be $30,000 quarterly based on
mutually agreed bookings goals with a $30,000 incentive bonus
guaranteed in 2006 paid at the end of Q1 as a credit against earned
bonuses for the year.
The bookings target and incentive
bonus payment will be subject to the Company’s sole and
absolute discretion. Further, nothing in this offer letter
shall alter the “at-will” nature of your employment
relationship with the Company, or constitute any promise, express
or implied, regarding the duration of your employment with the
Company, payment of any specific amount of incentive bonus, or a
requirement of any reason or “cause” for termination of
your employment with the Company, which shall be terminable
at-will, by you or the Company, without any reason or cause or
advance notice required.
Upon approval of the Company’s
Board of Directors, you will be granted an option to purchase
300,000 shares of the Company’s common stock. The terms
of such option shall be in accordance with the terms of the
Company’s stock option plan. Accordingly, the options
will vest 25% at the end of one year of employment and 2.0833% per
month thereafter. The per share exercise price of the option
shall be the fair market value of the Company’s common stock
on the date of grant as determined by the Company’s Board of
Directors.
If, there is an event of
“change of control” of more than 50% of the voting
power of the Company resulting from a merger, reorganization, sale
of all or substantially all assets or other similar acquisition
transaction, and you are terminated involuntarily “without
cause,” or if you resign for “good reason” in
connection with such change in control event, then 50% of the
unvested stock options granted to you
