LIQUIDMETAL TECHNOLOGIES, INC. 30452 Esperanza Rancho Santa Margarita, CA 92688

Exhibit 10.3

LIQUIDMETAL TECHNOLOGIES, INC.

30452 Esperanza

Rancho Santa Margarita, CA 92688

[_____], 2016

[insert name and address of executive]

Dear [_____]:

This letter agreement (“Letter Agreement”) relates to that certain Change of Control Agreement, dated [_______], 201[__] (“Change of Control Agreement”), between you and Liquidmetal Technologies, Inc., a Delaware corporation (“Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Change of Control Agreement. By signing a copy of this Letter Agreement and delivering a copy thereof to the Company, you acknowledge and agree as follows as of the date first set forth above:

“1.     Severance Benefits. In the event that: (i) a Change of Control is consummated, (ii) your employment with the Company is thereafter terminated by the Company for any reason other than for Cause or you terminate your employment with the Company for Good Reason, and (iii) such termination occurs on or before the first (1^st) anniversary of the date on which the Change of Control is consumed (a “Qualified Termination”), then the Company will pay you a lump sum in cash equal to eighteen (18) months of your current annual base salary at the date of such termination (the “Severance Payment”). The Severance Payment shall be paid to you, net any applicable tax or other legally required withholdings, within three (3) business days after the effective date of your termination of employment.”

(b) Section 2.2 of the Change of Control Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“2.2     “Change of Control” shall be deemed to take place if hereafter (i) any person, entity, or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended), other than an affiliate or subsidiary of the Company or an employee benefit plan established or maintained by the Company, a subsidiary of the Company, or any of their respective affiliates, acquires more than 50.0% of the combined voting power of the Company’s then outstanding securities; (ii) the consummation of (A) a merger or consolidation of the Company with or into another corporation unless, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own more than 50.0% of the aggregate voting power of the Company or the successor entity of such transaction, or (B) a sale or disposition of all or substantially all of the Company’s assets; or (iii) if during any period of three (3) consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company (the “Continuing Directors”) cease for any reason to constitute at least a majority thereof; provided that any individual whose election or nomination for election as a member of the board of directors of the Company was approved by a vote of at least a majority of the Continuing Directors then in office shall be considered a Continuing Director , unless at the time of such approval a majority of the Continuing Directors determine that such individual shall not be considered a Continuing Director in which case such individual shall not be considered a Continuing Director for three (3) years, or such other period of time the majority of the Continuing Directors as of the date of such approval shall determine.”

[______], 2016

Page  2

Very truly yours,

LIQUIDMETAL TECHNOLOGIES, INC.

By:                                                                           

Name:                                                                       

Title:                                                                         

Accepted and agreed as of the date hereof:

[_________________]

By: