0000897101-10-000314 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2010 • Mathstar Inc • Semiconductors & related devices • Minnesota

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this 19th day of May 2006 by and between SAJAN, INC., a Minnesota corporation having its principal executive offices in the State of Wisconsin (the “Company”) and ANGELA ZIMMERMAN, an individual resident of the State of Wisconsin (the “Employee”).

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MATHSTAR, INC. Amended and Restated 2004 Long-Term Incentive Plan INCENTIVE STOCK OPTION AGREEMENT
Agreement • February 24th, 2010 • Mathstar Inc • Semiconductors & related devices

THIS AGREEMENT is made as of the Grant Date set forth above by and between MathStar, Inc., a Delaware corporation (the “Company”), and the Optionee named above, who is an employee of the Company or an Affiliate of the Company (the “Optionee”).

STANDARD OFFICE LEASE AGREEMENT (NET)
Lease Agreement • February 24th, 2010 • Mathstar Inc • Semiconductors & related devices • Minnesota

THIS LEASE AGREEMENT (hereinafter called the “Lease Agreement”) made as of the 1 day of February 2010, by and between River Valley Business Center, having offices at W10887 875th Ave, River Falls, WI 54022 (hereinafter called the “Landlord”), and Sajan, Inc., (hereinafter called the “Tenant”).

MATHSTAR, INC. Amended and Restated 2004 Long-Term Incentive Plan NON-STATUTORY STOCK OPTION AGREEMENT
Stock Option Agreement • February 24th, 2010 • Mathstar Inc • Semiconductors & related devices

THIS AGREEMENT is made as of the Grant Date set forth above by and between MathStar, Inc., a Delaware corporation (the “Company”), and the Optionee named above, who has provided services to the Company or an Affiliate of the Company as an employee, consultant, independent contractor, or other service provider (the “Optionee”).

MATHSTAR, INC. Amended and Restated 2004 Long-Term Incentive Plan NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • February 24th, 2010 • Mathstar Inc • Semiconductors & related devices

THIS AGREEMENT is made as of the Grant Date set forth above by and between MathStar, Inc., a Delaware corporation (the “Company”), and the Optionee named above, who has provided services to the Company or an Affiliate of the Company as an employee, consultant, independent contractor, or other service provider (the “Optionee”).

SAJAN, INC. MATHSTAR, INC. Lock-Up Agreement
Mathstar Inc • February 24th, 2010 • Semiconductors & related devices
WELLS FARGO BANK, NATIONAL ASSOCIATION ESCROW AGREEMENT
Escrow Agreement • February 24th, 2010 • Mathstar Inc • Semiconductors & related devices • Minnesota

This Escrow Agreement dated the 23rd day of February, 2010 (the “Escrow Agreement”), is entered into by and among MathStar, Inc., a Delaware corporation (“MathStar”); Sajan, LLC, a Delaware limited liability company (the “Surviving Company”); and Thomas Magne, in his capacity as representative for the shareholders (the “Company Shareholders”) of Sajan, Inc., a Minnesota corporation (the “Company”), under the Merger Agreement referenced below (the “Representative”) (MathStar, the Surviving Company and the Representative are referred to in this Escrow Agreement collectively as the “Parties,” and individually, a “Party”); and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).

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