A few months ago, I came across a shareholder proxy from NuCor. I have retyped part of that proxy and changed it to reflect PTSC. I am not an attorney, so I defer to such experts on our board to take a look and determine, what may need to be changed, edited and/or deleted to make this work for our shareholders.

Resolved: That the shareholders of Patriot Scientific Corporation (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws; to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats

Supporting Statement: In order to provide shareholders a meaningful role in director elections, our Company’s director election vote standard should be changed to a majority vote standard. A majority vote standard would require that a nominee receive a majority of the votes cast in order to be elected. The majority vote standard in board elections would establish a challenging vote standard for board nominees and improve the performance of the individual directors and entire boards. Our Company presently uses a plurality vote standard in all director elections. Under the pluarity vote standard, a nominee for the board can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are “withheld” from the nominee.

In response to strong shareholder support for a majority vote standard in director elections, an increasing number of the nation’s leading companies including, Intel, General Electric, Motorola, Hewlett-Packard, Morgan Stanley, Wal-Mart, and Home Depot have adopted a mority vote standard in company bylaws or articles of incorporation. Additionally, these companies have adopted director resignation policies in their bylaws or coporate governance policies to address post-election issues related to the status of director nominees that fail to win election. Other companies including our company, have responded only partially to the call for change by simply adopting post-election director resignation policies that set procedures for addressing the status of director nominees that receive more "withold” votes than “for “votes.

We believe that a post-election director resignation policy without a majority vote standard in the company bylaws or articles is an inadequate reform. The critical first step in establishing a meaninful majority vote policy is the adoption of a majority vote standard. With a majority vote standard in place, the board can then consider action on developing post-election procedures to address the status of directors that fail to win election. A majority vote standard combined with a post-election director resignation policy would establish a meaninful right for shareholders to elect directors, and reserve for the board an important post-election role in determining the continued status of an unelected director. We feel that thiscombination of the majority vote standard with a post-election policy represents a true majority vote standard.

Any nominee for director in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation for consideration by the Governance and Nominating Committee. The Committee shall evaluate the director’s tendered resignation taking into account the best interests of the Company and its stockholders and shall recommend to the Board whether to accept or reject such resignation. In making its recommendation, the Committee may consider, among other things, the effect of the exercise of cumulative voting in the election. The Board shall act within 120 days following certification of the stockholder vote and shall disclose its decision and the reasons therefore in an 8-K filing with the Securities and Exchange Commission (the “SEC”). Any director who tenders his or her resignation pursuant to this principle shall not participate in any committee or board consideration of it.

Non-employee directors shall be paid standard directors’ fees of $60,000 annually, in $15,000 quarterly payments. The Lead Director shall be paid an additional $30,000, for a total of $90,000, in $22,500 quarterly payments. The chairmen of the Governance and Nominating Committee and the Compensation and Executive Development Committee shall receive an additional $6,000 each, in $1,500 quarterly payments. The chairman of the Audit Committee shall receive additional $12,000, in $3,000 quarterly payments