Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

Change of Control and Severance Agreement



Effective January 28, 2022, the Board of Directors of Pixelworks, Inc. (the
"Company") approved and the Company entered into a Change of Control and
Severance Agreement (the "Severance Agreement") with Haley F. Aman, the
Company's Chief Financial Officer. The Severance Agreement provides that in the
event an "involuntary termination" occurs within six months prior to or within
twenty-four months following a "change of control" (as such terms are defined in
the Severance Agreement), Ms. Aman will be entitled to the following benefits:
(i) a lump sum cash payment equal to twelve months of her base salary and the
then-current year's target bonus as in effect as of the date of such involuntary
termination or, if greater, as in effect immediately prior to the change of
control; (ii) the same level of Company-paid health coverage and benefits in
effect on the day preceding the termination of Ms. Aman until the earlier of
when she (and any eligible dependents) is no longer eligible to receive
continuation coverage pursuant to COBRA or twelve months from the date of
termination; and (iii), unless the involuntary termination occurred between
twelve and twenty-four months following a change in control, full accelerated
vesting of all outstanding equity awards granted to her by the Company prior to
the change of control. In the event of an involuntary termination between twelve
and twenty-four months following a change in control, Ms. Aman's vesting
acceleration benefit will be limited to twelve months. In the event of an
involuntary termination that occurs within six months prior to a change of
control, any acceleration of vesting of options and shares triggered by the
change of control will occur immediately prior to the change of control and Ms.
Aman will have a minimum of six months following the change of control to
exercise the options (or longer if a longer period would otherwise be
applicable).

In the event of an involuntary termination apart from a change of control, Ms.
Aman would receive the same cash severance and health benefits described above,
but will receive only twelve months accelerated vesting. For purposes of
accelerated vesting, awards with annual vesting periods which straddle the
acceleration period are treated as vesting in equal monthly amounts instead of
annually. In the event of termination apart from a Change of Control, the
benefits would be calculated as if the date of the change of control were the
same as the date of the involuntary termination.

The foregoing acceleration terms will not apply to any equity subject to performance-based vesting.



In the event the severance benefits under the Severance Agreement would be
treated as excess parachute payments subject to excise taxes, the benefits would
either be reduced to a level that would not trigger the excise taxes or would be
paid in full, whichever results in Ms. Aman retaining a greater benefit on an
after-tax basis.

A copy of the Severance Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.              Description
                           Change of Control and Severance Agreement by and between Pixelworks, Inc.
10.1                     and Haley F. Aman, dated January 28, 2022.
104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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