MoSys (MOSY)

Compensation Committee Interlocks and Insider Participation

        During 2008, none of our executive officers served as a member of the board of directors or compensation committee of any entity that had one or more of its executive officers serving as a member of our board of directors or Compensation Committee. Messrs. Berg, Hsu and Kupec, the Compensation Committee members, were not officers or employees of ours during 2008 or at any other time.

DIRECTOR COMPENSATION

        The following table summarizes the compensation we paid to our non-employee directors in 2008:

(1)

Amounts shown represent the compensation cost recognized during 2008 for financial statement reporting purposes for stock option awards issued pursuant to our option plans and include amounts from outstanding stock option awards granted during and prior to 2008. This cost may be substantially different than the amount of income or gain ultimately realized from these awards by the director. These amounts have been determined in accordance with Statement of Financial Accounting Standards ("SFAS") No. 123(R), excluding any estimate of future forfeitures, and were calculated using the Black-Scholes option pricing model utilizing the valuation assumptions

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disclosed in the notes to the audited consolidated financial statements included in our 2008 Annual Report on Form 10-K.

(2)

As of December 31, 2008, our non-employee directors held outstanding options to purchase the following number of shares of our common stock: Carl E. Berg, 170,000; Tommy Eng, 240,000; Chi-Ping Hsu, 160,000; James Kupec, 160,000; and Chenming Hu, 140,000.

(3)

Reflects the compensation cost recognized in 2008 for stock option grants with the following fair values as of the grant dates: an option to purchase 20,000 shares granted on February 3, 2005 with a fair value of $79,516; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540; and an option to purchase 20,000 shares granted on July 24, 2008 with a fair value of $34,376.

(4)

Reflects the compensation cost recognized in 2008 for stock option grants with the following fair values as of the grant dates: an option to purchase 40,000 shares granted on August 12, 2004 with a fair value of $105,596; an option to purchase 120,000 shares granted on November 11, 2004 with a fair value of $297,057; an option to purchase 20,000 shares granted on February 3, 2005 with a fair value of $79,516; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540; and an option to purchase 20,000 shares granted on July 24, 2008 with a fair value of $34,376.

(5)

Reflects the compensation cost recognized in 2008 for stock option grants with the following fair values as of the grant dates: an option to purchase 40,000 shares granted on August 12, 2004 with a fair value of $105,596; an option to purchase 40,000 shares granted on November 11, 2004 with a fair value of $99,019; an option to purchase 20,000 shares granted on February 3, 2005 with a fair value of $79,516; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540; and an option to purchase 20,000 shares granted on July 24, 2008 with a fair value of $34,376.

(6)

Reflects the compensation cost recognized in 2008 for stock option grants with the following fair values as of the grant dates: an option to purchase 80,000 shares granted on January 26, 2005 with a fair value of $306,848; an option to purchase 20,000 shares granted on February 3, 2005 with a fair value of $79,516; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540; and an option to purchase 20,000 shares granted on July 24, 2008 with a fair value of $34,376.

        In 2008, members of our board of directors did not receive any cash compensation for their service as directors. Under our Amended and Restated 2000 Stock Option and Equity Incentive Plan (the "Amended 2000 Plan"), each non-employee director is entitled to receive an annual option grant for the purchase of 20,000 shares of common stock, which is awarded automatically at the first regular meeting of the board of directors following the date of each annual meeting of stockholders. The exercise price of shares under such option grants is equal to the fair market value of a share of our common stock on the date of grant on the principal trading market for our common stock at the time of grant, which is the NASDAQ Global Market ("Nasdaq GM"). Pursuant to the Amended 2000 Plan, on July 24, 2008, we granted options to purchase 20,000 shares to each of Messrs. Berg, Eng, Hsu, Kupec and Hu at an exercise price of $4.14 per share.

        The Amended 2000 Plan also provides that the board of directors, in its discretion, may authorize additional shares to be awarded or granted under stock options to committee chairs and other non-employee directors for extraordinary service on the board of directors. There were no such additional grants or awards in 2008.

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EXECUTIVE COMPENSATION

Compensation Committee Interlocks and Insider Participation

        During 2007, none of our executive officers served as a member of the board of directors or compensation committee of any entity that had one or more of its executive officers serving as a member of our board of directors or Compensation Committee. Messrs. Berg, Hsu and Kupec, the Compensation Committee members, were not officers or employees of ours during 2007 or at any other time.

DIRECTOR COMPENSATION

        The following table summarizes the compensation we paid to our non-employee directors in 2007:

(1)

Amounts shown represent the compensation cost recognized during 2007 for financial statement reporting purposes for stock option awards issued pursuant to our option plans and include amounts from outstanding stock option awards granted during and prior to 2007. This cost may be substantially different than the amount of income or gain ultimately realized from these awards by the director. These amounts have been determined in accordance with Statement of Financial Accounting Standards ("SFAS") No. 123(R), excluding any estimate of future forfeitures, and were calculated using the Black Scholes option pricing model utilizing the valuation assumptions disclosed in the notes to the audited consolidated financial statements included in our 2007 Annual Report on Form 10-K.

(2)

As of December 31, 2007, each of our non-employee directors held outstanding options to purchase the following number of shares of our common stock: Carl E. Berg, 150,000; Tommy Eng 220,000; Chi-Ping Hsu 140,000; James Kupec 140,000; and Chenming Hu 120,000.

(3)

Reflects the compensation cost recognized in 2007 for stock option grants with the following fair values as of the grant date: an option to purchase 20,000 shares granted on February 3, 2005 with a fair value of $79,516; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; and an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540.

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(4)

Reflects the compensation cost recognized in 2007 for stock option grants with the following fair values as of the grant date: an option to purchase 80,000 shares granted on August 12, 2004 with a fair value of $211,192; an option to purchase 80,000 shares granted on November 11, 2004 with a fair value of $211,192; an option to purchase 20,000 shares granted on February 3, 2005 with a fair value of $79,516; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; and an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540.

(5)

Reflects the compensation cost recognized in 2007 for stock option grants with the following fair values as of the grant date: an option to purchase 40,000 shares granted on August 12, 2004 with a fair value of $105,596; an option to purchase 40,000 shares granted on November 11, 2004 with a fair value of $105,596; an option to purchase 20,000 shares granted on February 3, 2005 with a fair value of $79,516; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; and an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540.

(6)

Reflects the compensation cost recognized in 2007 for stock option grants with the following fair values as of the grant date: an option to purchase 80,000 shares granted on January 26, 2005 with a fair value of $306,848; an option to purchase 20,000 shares granted on July 26, 2006 with a fair value of $64,802; and an option to purchase 20,000 shares granted on July 25, 2007 with a fair value of $65,540.

        In 2007, members of our board of directors did not receive any cash compensation for their service as directors. Under our Amended and Restated 2000 Stock Option and Equity Incentive Plan (the "Amended 2000 Plan"), each non-employee director is entitled to receive an annual option grant for the purchase of 20,000 shares of common stock, which is awarded automatically at the first regular meeting of the board of directors following the date of each annual meeting of stockholders. The exercise price of shares under such option grants is equal to the fair market value of a share of our common stock on the date of grant on the principal trading market for our common stock at the time of grant, which is the NASDAQ Global Market ("Nasdaq GM"). Pursuant to the Amended 2000 Plan, on July 25, 2007, we granted options to purchase 20,000 shares to each of Mr. Berg, Mr. Eng, Mr. Hsu, Mr. Kupec and Mr. Hu at an exercise price of $8.08 per share.

        The Amended 2000 Plan also provides that the board of directors, in its discretion, may authorize additional shares to be awarded or granted under stock options to committee chairs and other non-employee directors for extraordinary service on the board of directors. There were no such additional grants or awards in 2007.

EXECUTIVE COMPENSATION

Compensation Committee Interlocks and Insider Participation

During 2006, none of our executive officers, served as a member of the board of directors or compensation committee of any entity that had one or more of its executive officers serving as a member of our board of directors or Compensation Committee. Messrs. Berg, Hsu and Kupec, the Compensation Committee members, were not officers or employees of ours during 2006, or at any other time.

The Compensation Committee of the board of directors is responsible for determining salaries, incentives and other forms of compensation for directors, officers and other employees, and administers our incentive compensation and benefit plans. During 2005, none of our executive officers, served as a director of the board of directors or compensation committee of any entity that had one or more of its executive officers serving as a member of our board of directors or Compensation Committee. Messrs. Berg, Hsu and Kupec were not officers or employees of ours during 2005, or at any other time.