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EXHIBIT 10.63
XXXXX ADVISORS, INC.
CONSULTING AGREEMENT
This Consulting Agreement is entered into at Santa Clara, California,
on August 14, 1995, between Xxxxx Advisors, Inc. ("Consultant" or "AAI") and
Catalyst Semiconductor, Inc. ("Company").
1. Consulting Relationship. AAI is a legal consulting firm which has
provided Contract Inside CounselSM services to Company since March 1992. Company
wishes to engage AAI to provide continuing consulting services to Company as set
forth herein.
2. Duties. Consultant agrees to advise Company as requested by its
Chief Executive Officer, including one day per week of on-site services.
3. Compensation. Company agrees to pay to AAI as compensation for all
duties performed by Consultant hereunder, a consulting fee of $5000 per month
and an office expense allowance of $1000 per month, both payable in advance on
the first day of each month.
4. Term of Consulting Agreement. This Consulting Agreement shall
commence on this date and shall terminate three years from this date; provided,
however, that Company may terminate this Agreement on 30 days written notice at
any time upon payment of a termination fee of six months of consulting fees and
office allowance.
5. Stock Options. A material part of this Agreement is the stock
options to be granted from time to time to Xxxxxx X. Xxxxx for services rendered
to Company as its Contract Inside CounselSM, management adviser, and/or outside
director. Company agrees that any and all stock options held by Xxxxxx X. Xxxxx
shall become immediately fully vested and not subject to forfeiture upon any
sale of substantially all of the Company's assets, or a sale of a majority of
its shares or any other change of control, or if Company elects to terminate
this Agreement prior to three years from this date or in the event of Xxxxxx X.
Xxxxx'x death. In such event, all options shall remain fully exercisable for
three years from the occurrence of said event.
In witness whereof, the parties have entered into this Agreement at
Santa Clara, California on August 14, 1995.
Catalyst Semiconductor, Inc. Xxxxx Advisors, Inc.
/s/ C. Xxxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxx
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C. Xxxxxxx Xxxxxx Xxxxxx X. Xxxxx
Chairman and Chief Executive Officer Chairman and Chief Executive Officer
