Catalyst Semiconductor Inc Sample Contracts

WITNESSETH
Severance Agreement • July 29th, 2002 • Catalyst Semiconductor Inc • Semiconductors & related devices • California
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BETWEEN
Common Stock Purchase Agreement • September 21st, 1998 • Catalyst Semiconductor Inc • Semiconductors & related devices • California
RECITALS
Standstill Agreement • June 14th, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
RECITALS
Preferred Shares Rights Agreement • June 14th, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
AGREEMENT
Stock Transfer Agreement • June 14th, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
AMENDMENT NO. 2 TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • July 29th, 2002 • Catalyst Semiconductor Inc • Semiconductors & related devices • California
RECITALS
Preferred Shares Rights Agreement • June 22nd, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
R E C I T A L S
Standstill Agreement • June 14th, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
CATALYST SEMICONDUCTOR, INC. SEVERANCE AGREEMENT
Severance Agreement • September 10th, 2007 • Catalyst Semiconductor Inc • Semiconductors & related devices • California

This Severance Agreement (the “Agreement”) is made and entered into by and between Scott Brown (“Employee”) and Catalyst Semiconductor, Inc., a Delaware Corporation (the “Company”), effective as of September 10, 2007 (the “Effective Date”).

WITNESSETH
Change of Control Agreement • July 29th, 2002 • Catalyst Semiconductor Inc • Semiconductors & related devices
CATALYST SEMICONDUCTOR, INC. AMENDMENT TO SEVERANCE AGREEMENT
Severance Agreement • March 12th, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • California

This Amendment to the Severance Agreement (the “Amendment”) is made as of February 26, 2008, by and between Catalyst Semiconductor, Inc. (the “Company”), and Irvin Kovalik (the “Employee”).

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ON SEMICONDUCTOR, INC., a Delaware corporation; CENTAUR ACQUISITION CORPORATION, a Delaware corporation; and CATALYST SEMICONDUCTOR, INC., a Delaware corporation Dated as of July 16, 2008
Agreement and Plan of Merger and Reorganization • July 17th, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of July 16, 2008, by and among: ON SEMICONDUCTOR, INC., a Delaware corporation (“Parent”); CENTAUR ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and CATALYST SEMICONDUCTOR, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.

RECITALS
Loan and Security Agreement • May 21st, 1999 • Catalyst Semiconductor Inc • Semiconductors & related devices • Coast
HIDE TANIGAMI
Consulting Agreement • July 27th, 2000 • Catalyst Semiconductor Inc • Semiconductors & related devices
CATALYST SEMICONDUCTOR, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • California

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of February 26, 2008, (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 and amended and restated as of May 23, 2007 (collectively, the “Original Agreement”).

Lease Agreement between Catalyst Semiconductor International Inc. and Stars Microelectronics
Lease Agreement • March 10th, 2006 • Catalyst Semiconductor Inc • Semiconductors & related devices
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September 21, 1998
Catalyst Semiconductor Inc • September 21st, 1998 • Semiconductors & related devices
AGREEMENT BY AND BETWEEN CATALYST SEMICONDUCTOR INC. (“CATALYST”) AND TRIO-TECH (BANGKOK) CO., LTD. (“TTBK”) DATE: APRIL 22, 2006
Agreement • December 12th, 2007 • Catalyst Semiconductor Inc • Semiconductors & related devices

[***] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

August 6, 1998
Catalyst Semiconductor Inc • August 19th, 1998 • Semiconductors & related devices
SEPARATION AGREEMENT AND RELEASE RECITALS
Separation Agreement and Release • September 9th, 2005 • Catalyst Semiconductor Inc • Semiconductors & related devices • California

This Separation Agreement and Release (“Agreement”) is made by and between Barry Wiley (“Employee”) and Catalyst Semiconductor, Inc. (“Company”) (collectively referred to as the “Parties”):

RECITALS
Employment Agrement • August 2nd, 1999 • Catalyst Semiconductor Inc • Semiconductors & related devices • California
Catalyst Semiconductor, Inc. Stock Option Agreement AMENDED AND RESTATED STOCK OPTION PLAN
Stock Option Agreement • March 3rd, 2006 • Catalyst Semiconductor Inc • Semiconductors & related devices • California
CATALYST SEMICONDUCTOR, INC. 2003 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT FOR EXECUTIVES OTHER THAN THE CHIEF EXECUTIVE OFFICER
Stock Option Agreement • February 14th, 2007 • Catalyst Semiconductor Inc • Semiconductors & related devices • California

Catalyst Semiconductor, Inc., a Delaware corporation (the "Company"), hereby grants an Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, the Stock Option Agreement, any appendix for the Optionee's country of residence (the "Appendix") and the Company's 2003 Stock Incentive Plan (the "Plan").

AGREEMENT OF SALE by and between
Agreement of Sale • February 9th, 2006 • Catalyst Semiconductor Inc • Semiconductors & related devices • California

This AGREEMENT OF SALE (this “Agreement”) is made as of February 3, 2006 (the “Effective Date”) by and between 2975 STENDER ASSOCIATES LLC, a Delaware limited liability company (“Seller”), and CATALYST SEMICONDUCTOR, INC., a Delaware corporation (“Buyer”).

Catalyst Semiconductor, Inc. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • March 3rd, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • California
CATALYST SEMICONDUCTOR, INC. 2003 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • February 14th, 2007 • Catalyst Semiconductor Inc • Semiconductors & related devices

Catalyst Semiconductor, Inc., a Delaware corporation (the "Company"), hereby grants an Option to purchase shares of its common stock (the "Shares") to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company's 2003 Stock Incentive Plan (the "Plan").

AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • July 17th, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware

THIS AMENDMENT TO THE PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”), dated as of July 16, 2008, between Catalyst Semiconductor, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., (the “Rights Agent”), amends that certain Preferred Shares Rights Agreement, dated as of December 21, 2006 (the “Rights Agreement”).

CATALYST SEMICONDUCTOR, INC. Severance Agreement
Severance Agreement • June 30th, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • California

This Severance Agreement (“Agreement”) is made as of the 14th day of October, 2002 between George Smarandoiu (“Employee”) and Catalyst Semiconductor, Inc. (‘“Corporation”).

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