Tatum CFO Partners, LLP Full-Time Permanent Engagement Resources Agreement

Exhibit 10.14

Xxxxx CFO Partners, LLP

Full-Time Permanent Engagement Resources Agreement

June 30, 2005

Xx. Xxxxxxx X. Xxxx

President and Chief Executive Officer

MathStar, Inc.

0000 Xxxxx Xxx Xxxxx

Xxxxxxxxxxx, XX 00000

Dear Xx. Xxxx:

Xxxxx CFO Partners, LLP (“Xxxxx”) understands that MathStar, Inc. (the “Company”) desires to hire Xxxxx X. Xxxxxxxxxx, one of our partners, as an at-will employee of the Company (the “Employee”) as set forth in that certain Offer Letter between Company and Employee dated June 20, 2005.  The Company acknowledges that the Employee is and will remain a partner in our firm so that he or she will have access to our firm’s resources for use in his or her employment with the Company.  This Full-Time Permanent Engagement Resources Agreement (the “Resources Agreement”) sets forth the rights of the Company, through the Employee, to use such resources for the benefit of the Company and for the payment for such services.

Since the Employee will be under the control and direct management of the Company, and not Xxxxx, Xxxxx’x obligations to the Company are exclusively those set forth in this Resources Agreement.  This document will serve as the entire agreement between the Company and Xxxxx.

Compensation

To the extent Employee continues to be employed by Company, the Company will pay directly to Xxxxx, as partial compensation for the resources provided, an amount equal to (i) 20% of Salary of the Employee during the first and second 12 months of the term of the Resources Agreement, (ii) 12% of Salary during the third 12 months, and (iii) $1,000 per month during the remainder of the term of this Resources Agreement.

In addition, the Company will pay directly to Xxxxx 15% of any Cash Bonus otherwise payable to the Employee during the term of this Resources Agreement.  For example, if Company pays Employee a total Cash Bonus of $10,000, Company will pay Employee $8,500 of the Cash Bonus, less payroll taxes and applicable withholdings.  Company will pay Xxxxx $1,500 of the Cash Bonus which will not be subject to payroll taxes or withholdings.

For purposes hereof, (i) “Cash Bonus” means any contingent cash consideration (i.e., not yet realized in cash) that is paid, and (ii) “Salary” means all compensation, including severance, paid

to Employee, except bonuses and benefits (including medical benefits subsidy paid to Employee).  All compensation payable or deliverable to Xxxxx is referred to herein as the “Resource Fee.”

Xxxxx will issue invoices to the Company, and the Company agrees to pay such invoices no later than ten (10) days after receipt of invoices.

Termination

This Resources Agreement will terminate immediately upon the effective date of termination or expiration of the Employee’s employment with the Company or upon the Employee ceasing to be a partner of Xxxxx.

In the event that either party commits a breach of this Resources Agreement and fails to cure the same within seven (7) days following delivery by the non-breaching party of written notice specifying the nature of the breach, the non-breaching party will have the right to terminate this Resources Agreement immediately effective upon written notice of such termination.

Hiring Employee Outside of Resources Agreement

During the twelve (12)-month period following termination or expiration of this Resources Agreement, other than in connection with another Xxxxx agreement, the Company will not employ the Employee, or engage the Employee as an independent contractor, to render services of substantially the same nature as those for which Xxxxx is making the Employee available pursuant to this Resources Agreement.  The parties recognize and agree that a breach by the Company of this provision would result in the loss to Xxxxx of the Employee’s valuable expertise and revenue potential and that such injury will be impossible or very difficult to ascertain.  Therefore, in the event this provision is breached, Xxxxx will be entitled to receive as liquidated damages an amount equal to twenty-five percent (25%) of the Employee’s Annualized Compensation (as defined below), which amount the parties agree is reasonably proportionate to the probable loss to Xxxxx and is not intended as a penalty.  If, however, a court or arbitrator, as applicable, determines that liquidated damages are not appropriate for such breach, Xxxxx will have the right to seek actual damages.  The amount will be due and payable to Xxxxx upon written demand to the Company.  For this purpose, “Annualized Compensation” will mean the Employee’s most recent annual Salary and the maximum amount of any bonus for which the Employee was eligible with respect to the then current bonus year.

Insurance

The Company will provide Xxxxx or the Employee with written evidence that the Company maintains directors’ and officers’ insurance in an amount reasonably acceptable to the Employee at no additional cost to the Employee, and the Company will maintain such insurance at all times while this agreement remains in effect.  Furthermore, the Company will maintain such insurance coverage with respect to occurrences arising during the term of this agreement for at least three years following the termination or expiration of this agreement or will purchase a directors’ and officers’ extended reporting period, or “tail,” policy to cover the Employee.

2

Disclaimers, Limitations of Liability & Indemnity

It is understood that Xxxxx does not have a contractual obligation to the Company other than to make its resources available to the Employee (by virtue of the Employee being a partner in Xxxxx) for the benefit of the Company under the terms and conditions of this Resources Agreement.  The Resource Fee will be for the resources provided.  Xxxxx assumes no responsibility or liability under this Resources Agreement other than to render the services called for hereunder and will not be responsible for any action taken by the Company in following or declining to follow any of Xxxxx’x advice or recommendations.

Xxxxx represents to the Company that Xxxxx has conducted its standard screening and investigation procedures with respect to the Employee becoming a partner in Xxxxx, and the results of the same were satisfactory to Xxxxx.  Xxxxx disclaims all other warranties, either express or implied.  Without limiting the foregoing, Xxxxx makes no representation or warranty as to the accuracy or reliability of reports, projections, forecasts, or any other information derived from use of Xxxxx’x resources, and Xxxxx will not be liable for any claims of reliance on such reports, projections, forecasts, or information.  Xxxxx will not be liable for any non-compliance of reports, projections, forecasts, or information or services with federal, state, or local laws or regulations.  Such reports, projections, forecasts, or information or services are for the sole benefit of the Company and not any unnamed third parties.

In the event that any partner of Xxxxx (including without limitation the Employee to the extent not otherwise entitled in his or her capacity as an officer of the Company) is subpoenaed or otherwise required to appear as a witness or Xxxxx or such partner is required to provide evidence, in either case in connection with any action, suit, or other proceeding initiated by a third party or by the Company against a third party, then the Company shall reimburse Xxxxx for the costs and expenses (including reasonable attorneys’ fees) actually incurred by Xxxxx or such partner and provide Xxxxx with compensation at Xxxxx’x customary rate for the time incurred.

The Company agrees that, with respect to any claims the Company may assert against Xxxxx in connection with this Resources Agreement or the relationship arising hereunder, Xxxxx’x total liability will not exceed two (2) months of the then current monthly Resource Fee.

As a condition for recovery of any liability, the Company must assert any claim against Xxxxx within three (3) months after discovery or sixty (60) days after the termination or expiration of this Resources Agreement, whichever is earlier.

Xxxxx will not be liable in any event for incidental, consequential, punitive, or special damages, including without limitation, any interruption of business or loss of business, profit, or goodwill.

Arbitration

If the parties are unable to resolve any dispute arising out of or in connection with this Resources Agreement, either party may refer the dispute to arbitration by a single arbitrator selected by the parties according to the rules of the American Arbitration Association (“AAA”), and the decision

3

of the arbitrator will be final and binding on both parties.  Such arbitration will be conducted by the Atlanta, Georgia office of the AAA.  In the event that the parties fail to agree on the selection of the arbitrator within thirty (30) days after either party’s request for arbitration under this paragraph, the arbitrator will be chosen by AAA.  The arbitrator may in his discretion order documentary discovery but shall not allow depositions without a showing of compelling need.  The arbitrator will render his decision within ninety (90) days after the call for arbitration.  The arbitrator will have no authority to award punitive damages.  Judgment on the award of the arbitrator may be entered in and enforced by any court of competent jurisdiction.  The arbitrator will have no authority to award damages in excess or in contravention of this Resources Agreement and may not amend or disregard any provision herein.  Notwithstanding the foregoing, no issue related to the ownership of intellectual property will be subject to arbitration but will instead be subject to determination by a court of competent jurisdiction, and either party may seek injunctive relief in any court of competent jurisdiction.

Miscellaneous

Xxxxx will be entitled to receive all reasonable costs and expenses incidental to the collection of overdue amounts under this Resources Agreement, including but not limited to attorneys’ fees actually incurred.

Neither the Company nor Xxxxx will be deemed to have waived any rights or remedies accruing under this Resources Agreement unless such waiver is in writing and signed by the party electing to waive the right or remedy.  This Resources Agreement binds and benefits the successors of Xxxxx and the Company.

Neither party will be liable for any delay or failure to perform under this Resources Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party’s reasonable control.

The terms of this Resources Agreement are severable and may not be amended except in a writing signed by Xxxxx and the Company.  If any portion of this Resources Agreement is found to be unenforceable, the rest of the Resources Agreement will be enforceable except to the extent that the severed provision deprives either party of a substantial portion of its bargain.

The provisions in this Resources Agreement concerning payment of compensation and reimbursement of costs and expenses, limitation of liability, directors’ and officers’ insurance, and arbitration will survive any termination or expiration of this Resources Agreement.

This Resources Agreement will be governed by and construed in all respects in accordance with the laws of the State of Georgia, without giving effect to conflicts-of-laws principles.

Nothing in this Resources Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns and the Employee.

4

Each person signing below is authorized to sign on behalf of the party indicated, and in each case such signature is the only one necessary.

Bank Lockbox Mailing Address for Deposit and Resource Fee only:

Xxxxx CFO Partners, LLP

X.X. Xxx 000000

Xxxxxxx, XX 00000-0000

Electronic Payment Instructions for Deposit and Resource Fee:

Bank Name:		Bank of America
Branch:		Atlanta
Routing Number:		For ACH Payments: 061 000 052
		For Wires: 026 009 593
Account Name:		Xxxxx CFO Partners, LLP
Account Number:		003 279 247 763
Please reference MathStar, Inc. in the body of the wire.

Please sign below and return a signed copy of this letter to indicate the Company’s agreement with its terms and conditions.

We look forward to serving you.

Sincerely yours,

XXXXX CFO PARTNERS, LLP

/s/ Xxxxx Xxxxxxxxxx

Signature

Xxxxx Xxxxxxxxxx

Area Managing Partner for XXXXX CFO

PARTNERS, LLP

Acknowledged and agreed by:
	MathStar, Inc.
	By:	/s/ Xxxxxxx X. Xxxx
	Title:		Chief Executive Officer & President
	Date:		June 30, 2005

5