AGREEMENT AND RELEASE

1.

This Agreement and Release (“Agreement”) is given by Adam A. Kablanian to Virage Logic Corporation (the “Company”), and its parents, subsidiaries, affiliated and related companies, and their respective shareholders, officers, directors, employees, agents, representatives, attorneys, predecessors, successors and assigns (collectively referred to herein as the “Releasees”).

2.

I understand and agree that my last day of employment will be January 4, 2007 (the “Termination Date”), that my employment is terminating (or has terminated) on that date, and that the Company is appointing me as Chairman of the Board. In consideration, the Company will provide me with the following benefits until the earlier of the dates provided in the subparagraphs below or the date I cease being a director:

a.

Starting immediately following my termination date, the Company will pay my salary, less customary withholdings, through December 31, 2007.

b.

Effective immediately following my termination date, the Company will provide me with contributory medical coverage as a director. I understand that this coverage will be offered to me under the same terms and with the same director-paid premium contribution as is offered to other directors, and that such coverage will end when I cease being a director.

c.

Any unvested stock options or equity awards granted to me and outstanding as of the Termination Date shall continue to vest in accordance with the terms of the governing documents as long as I continue to serve on the Company’s board of directors. I will be entitled to vesting acceleration of any outstanding equity awards at the closing time of a Change of Control, provided I am providing services to the Company as a director at such time.

3.

I understand and agree that the Separation Package provided to me is in excess of any earned wages, accrued PTO hours, commissions, bonuses, or any other amounts due and owing to me by the Company and is good and valuable consideration in excess of and in addition to what I am already entitled to receive from the Company. I acknowledge that I am entitled to receive no additional compensation, wages, stock, options, commissions, money, benefits, or bonuses other than those described herein, and that all earned wages and accrued but unused PTO will be paid to me no later than my last day of employment.

4.

In exchange for the above, and in consideration of the Separation Package, I hereby release, acquit, and forever discharge Releasees from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, and obligations of every kind and nature, whether statutory or other, of any jurisdiction, foreign or domestic, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to agreements, acts or conduct occurring at any time prior to the date I sign this Agreement. I understand that this release includes, but is not limited to, all claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, and claims and demands related to stock, stock options, fringe benefits, wrongful discharge, breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, defamation, intentional or negligent infliction of emotional distress, invasion of privacy, and false imprisonment. I also understand that I am releasing any and all rights and claims arising from any federal, state or local laws or statutes, including but not limited to any claim for discrimination, harassment or retaliation based on sex, age, race, religion, national origin, disability or on any other basis under the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans With Disabilities Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the California Labor Code, the California Family Rights Act, the Equal Pay Act, the Occupational Safety and Health Act, and the California Occupational Safety and Health Act. This Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, claims under Division 3, Article 2 of the California Labor Code (which includes indemnification rights).

5.

I specifically understand that the federal Age Discrimination in Employment Act prohibits employment discrimination based on age, and that I have the right to file a claim of age discrimination with the Equal Employment Opportunity Commission. This understanding notwithstanding, I hereby specifically release Releasees from any claims of employment discrimination based on age arising up to and including the date of the execution of this Agreement. I further acknowledge that the consideration given for the waiver and release provided in this Agreement is in addition to anything of value to which