EMPLOYMENT AGREEMENT





         This Employment Agreement, dated as of August 31, 2004, is between

Computer Access Technology Corporation, a Delaware corporation (the "Company")

and Peretz Tzarnotzky, an individual residing at 3871 Cornia Way, Palo Alto, CA

94303, ("Tzarnotzky").



1.       Position and Responsibilities



         (a) Position. Tzarnotzky is employed by the Company to render services

to the Company in the position of Executive Vice President, Engineering.

Tzarnotzky shall perform such duties and responsibilities as are normally

related to such position in accordance with the standards of the industry and

any additional duties now or hereafter assigned to Tzarnotzky by the Company.

Tzarnotzky shall abide by the rules, regulations, and practices as adopted or

modified from time to time in the Company's sole discretion.



         (b) Term. The Company shall continue to employ Tzarnotzky on a

full-time basis, or, if less, as needed, to render services to the Company in

the position and with the duties and responsibilities described in Section 1(a)

from the date of this Agreement until the earlier of (i) March 31, 2005, or (ii)

termination of this Agreement in accordance with Section 4 below (the "Term

Date").



         (c) No Conflict. Tzarnotzky represents and warrants that Tzarnotzky's

execution of this Agreement, Tzarnotzky's employment with the Company, and the

performance of Tzarnotzky's proposed duties under this Agreement shall not

violate any obligations Tzarnotzky may have to any other employer, person or

entity, including any obligations with respect to proprietary or confidential

information of any other person or entity.



2.       Compensation and Benefits



         (a) Base Salary. In consideration of the services to the Company in the

position and with the duties and responsibilities described in Section 1(a), the

Company shall pay Tzarnotzky a salary at the annualized rate of Two Hundred

Twenty Thousand Dollars ($220,000.00) ("Base Salary"). The Base Salary shall be

paid in accordance with the Company's regularly established payroll practice.

Tzarnotzky's Base Salary will be reviewed from time to time in accordance with

the established procedures of the Company for adjusting salaries for similarly

situated employees and may be adjusted in the sole discretion of the Company.



         (b) Stock and Stock Options. Tzarnotzky currently owns shares of the

common stock of the Company which are held by the Tzarnotzky Grantor Retained

Annuity Trust dated May 12, 2004 and which are subject to its terms and the

terms of any documents applicable thereto. Tzarnotzky furthermore was previously

granted the right to purchase up to 70,000 shares of the common stock of the

Company pursuant to two stock option grants dated January 2, 2001 and December

4, 2001. Such options shall remain exercisable in accordance with the Company's

2000 Stock Option Plan.



         (c) Medical Insurance. In the event of a Change of Control (as defined

below) of the Company, Tzarnotzky shall be eligible, at the Company's cost, for

medical insurance coverage for Tzarnotzky and his spouse as a founder/owner

under the Company's medical benefits plan, or equivalent medical coverage at the

Company's cost in the event that the Company's existing or any successor medical

benefits plan(s) is terminated. Such coverage shall furthermore include Company

paid medical benefits for Tzarnotzky's son, Uri Tzarnotzky, for so long as he is





<PAGE>



eligible for coverage as a qualified dependent of Tzarnotzky under the Company's

medical benefits plans now or hereafter in effect. When they each reach age 65,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC