EXHIBIT 10.10 CREDIT AGREEMENT DATED AS OF FEBRUARY 27, 1998Credit Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
BETWEENAgreement and Plan of Merger • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
1 EXHIBIT 2.3 AMENDMENT NUMBER TWO TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER TWO TO THE AGREEMENT AND PLAN OF MERGER (this "AMENDMENT"), dated as of December 10, 1997, by and between TPG PARTNERS II, L.P., a Delaware limited...Agreement and Plan of Merger • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
by and among ZILOG, INC.,Stockholders' Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
Exhibit 10.6 SERVICES AGREEMENT This SERVICES AGREEMENT (this "Agreement") is entered into as of May 13, 2002, by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"), and ZiLOG-MOD III, Inc., a Delaware corporation ("MOD III Subsidiary")....Services Agreement • August 16th, 2002 • Zilog Inc • Semiconductors & related devices • California
Exhibit 10.23 [ZiLOG Letterhead] October 21, 2002 Jerry Corvino 24 Greenbrier Court Half Moon Bay, CA 94019 Re: Resignation and Consulting Agreement Dear Jerry: This letter agreement (this "Letter Agreement") is intended to memorialize our recent...Letter Agreement • November 5th, 2002 • Zilog Inc • Semiconductors & related devices • California
WITNESSETH:Agreement and Plan of Merger • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
Exhibit 10.5 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of May 13, 2002, by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"), and ZiLOG-MOD III, Inc., a Delaware corporation and a wholly-owned...Contribution Agreement • August 16th, 2002 • Zilog Inc • Semiconductors & related devices • California
EXHIBIT 10.26 PURCHASE AND SALE AGREEMENT --------------------------- THIS AGREEMENT is made and entered into this 22nd day of March, 2000 (the "Effective Date") by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"); Dasaradha R. Gude, an...Purchase and Sale Agreement • August 3rd, 2000 • Zilog Inc • Semiconductors & related devices • California
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EBITDA-LINKED OPTIONS PURSUANT TO THE ZiLOG, INC. 2002 OMNIBUS STOCK INCENTIVE PLANNonqualified Stock Option Agreement • August 16th, 2002 • Zilog Inc • Semiconductors & related devices • Delaware
EXHIBIT 10.27 MERGER AGREEMENT ---------------- THIS AGREEMENT is made and entered into this 16 day of July, 2000 (the "Effective Date") (the "Agreement") by and between ZiLOG, Inc., a Delaware corporation ("ZiLOG"); and CALIBRE, INC., a California...Merger Agreement • August 3rd, 2000 • Zilog Inc • Semiconductors & related devices • California
WARRANT TO PURCHASE COMMON STOCK of ZiLOG, Inc.Zilog Inc • June 9th, 2003 • Semiconductors & related devices • California
Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of May 14, 2002 (the "Execution Date"), by and between Thomas R. Vanderheyden ("Executive") and ZILOG, INC. (the "Company"), a Delaware corporation, based on...Employment Agreement • August 16th, 2002 • Zilog Inc • Semiconductors & related devices • California
Exhbit 10.11 AMENDMENT NUMBER 1 TO EMPLOYMENT AGREEMENT This Amendment (this "Amendment") to Employment Agreement, dated as of May 23, 2002 (the "Employment Agreement"), is entered into by and between James Thorburn ("Executive") and ZiLOG, Inc. (the...Employment Agreement • August 16th, 2002 • Zilog Inc • Semiconductors & related devices
AGREEMENTAgreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT (This Agreement supersedes any and all Employment Agreements which were executed prior to May 22, 1997.) This Agreement is made by and between Zilog, Inc., a Delaware corporation (hereinafter "Zilog") and Michael J....Employment Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
BETWEENAgreement and Plan of Merger • July 22nd, 1997 • Zilog Inc • Semiconductors & related devices • Delaware
FORM OF RESTRICTED STOCK PURCHASE AGREEMENT PURSUANT TO THE ZiLOG, INC. 2002 OMNIBUS STOCK INCENTIVE PLANRestricted Stock Purchase Agreement • August 16th, 2002 • Zilog Inc • Semiconductors & related devices • Delaware
ZILOG, INC.Indenture • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
ZILOG, INC.Zilog Inc • November 17th, 1998 • Semiconductors & related devices
Exhibit 10.20 DISTRIBUTOR AGREEMENT This Agreement (the "Agreement") is dated as of the 23rd day of October, 2002, (the "Effective Date") is by and between ZiLOG, INC., a Delaware corporation and its wholly owned subsidiaries (hereinafter collectively...Distributor Agreement • November 5th, 2002 • Zilog Inc • Semiconductors & related devices • California
1 EXHIBIT 2.2 AMENDMENT NUMBER ONE TO THE AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AMENDMENT NUMBER ONE TO THE AGREEMENT AND PLAN OF MERGER (this "AMENDMENT"), dated as of November 18, 1997, by and between TPG PARTNERS II, L.P.,...The Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • Delaware
Exhibit 99.1 ------------ INDEMNIFICATION AGREEMENT ------------------------- AGREEMENT, effective as of February 16, 2005, between ZiLOG, Inc., a Delaware corporation (the "Company"), and Ramesh Ramchandani (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • February 17th, 2005 • Zilog Inc • Semiconductors & related devices • Delaware
1 EXHIBIT 4.9 SUBSIDIARY SECURITY AGREEMENT This SUBSIDIARY SECURITY AGREEMENT (this "AGREEMENT") is dated as of February 27, 1998 and entered into by and among each of the undersigned direct and indirect Subsidiaries of Zilog, Inc. ("COMPANY") (each...Subsidiary Security Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
RECITALSSubsidiary Guaranty • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
AMENDMENT NUMBER TWO TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NUMBER TWO TO THE AGREEMENT AND PLAN OF MERGER (this "AMENDMENT"), dated as of December 10, 1997, by and between TPG PARTNERS II, L.P., a Delaware limited partnership ("PARENT"),...The Agreement and Plan of Merger • December 17th, 1997 • Zilog Inc • Semiconductors & related devices • Delaware
by and among Zilog, Inc. as Issuer The Guarantors listed on Annex I hereto as Guarantors andRegistration Rights Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • New York
November 18, 1997 Warburg, Pincus Capital Company, L.P. Warburg, Pincus & Co. 466 Lexington Avenue New York, New York 10017 Gentlemen and Ladies: Reference is made to the Stockholders Voting Agreement (the "Voting Agreement") dated as of July 20,...Stockholders Voting Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices
ZILOG, INC. 1998 LONG-TERM STOCK INCENTIVE PLANRestricted Share Agreement • August 3rd, 2000 • Zilog Inc • Semiconductors & related devices • California
5 6 C. If Sack retires as defined in PM60-05 prior to the termination date of this Agreement, he will be entitled to the following at the effective date of retirement: (1) base salary then due and owing for services previously performed, (2) Payouts...Employment Agreement • March 31st, 1997 • Zilog Inc • Semiconductors & related devices • California
5 6 C. If Magill retires as defined in PM60-05 prior to the termination date of this Agreement, he will be entitled to the following at the effective date of retirement: (1) base salary then due and owing for services previously performed, (2) Payouts...Employment Agreement • March 31st, 1997 • Zilog Inc • Semiconductors & related devices • California
1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT (This Agreement supersedes any and all Employment Agreements which were executed prior to May 22, 1997.) This Agreement is made by and between Zilog, Inc., a Delaware corporation (hereinafter "Zilog") and Richard L....Employment Agreement • April 28th, 1998 • Zilog Inc • Semiconductors & related devices • California
RECITALS:Mutual Release Agreement • January 30th, 2002 • Zilog Inc • Semiconductors & related devices
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION ("Agreement") dated as of May 21, 1997 by and between ZILOG, INC., a California corporation (the ----------- "California Company") and ZILOG, INC., a Delaware corporation (the "Delaware -----------...Agreement of Merger and Plan • June 6th, 1997 • Zilog Inc • Semiconductors & related devices • Delaware
5 6 C. If Secor retires as defined in PM60-05 prior to the termination date of this Agreement, he will be entitled to the following at the effective date of retirement: (1) base salary then due and owing for services previously performed, (2) Payouts...Employment Agreement • March 31st, 1997 • Zilog Inc • Semiconductors & related devices • California
