SETTLEMENT AGREEMENT

EXHIBIT 10.1

THIS SETTLEMENT AGREEMENT (this "Agreement"), dated as of August 8, 2008, is made by and among ZiLOG, Inc., a Delaware corporation (the "Company"), and the other persons and entities that are signatories hereto (collectively, the "Xxxxx Group," and each, individually, a "member" of the Xxxxx Group) which presently are or may be deemed to be members of a "group" with respect to the common stock of the Company, $0.01 par value per share (the "Common Stock"), pursuant to Rule 13d-5 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company and the Xxxxx Group are each sometimes referred to herein as a "Party."

RECITALS

WHEREAS, the Xxxxx Group is the beneficial owner of 1,408,907 shares of Common Stock and in addition possesses shared voting and dispositive power over 24,148 shares of Common Stock, over which beneficial ownership is disclaimed;

WHEREAS, on July 3, 2008, the Xxxxx Investment Partners Master Fund L.P. delivered to the Company a letter (the "Nomination Letter") regarding the nomination of directors for election to the Company's board of directors (the "Board") at the 2008 annual meeting of stockholders of the Company (the "2008 Annual Meeting") and proposals to amend the Company's bylaws and concurrently filed a Schedule 14A with the SEC announcing its intent to solicit proxies for the election of its own opposition slate of nominees (the "Proxy Solicitation") for election to the Board at the 2008 Annual Meeting; and

WHEREAS, the Company and the members of the Xxxxx Group have determined that the interests of the Company and its stockholders would be best served at this time by, among other things, avoiding the Proxy Solicitation and the expense and disruption that may result therefrom.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby, agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Xxxxx Group that:

(a) this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles;

(b) neither the execution of this Agreement nor the consummation of any of the transactions contemplated hereby nor the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will conflict with, or result in a breach or violation of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to the terms of, any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject;

(c) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder do not and will not violate the Certificate of Incorporation, Bylaws or any policy, procedure, charter or code of the Company, each as amended to date; and

(d) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder do not and will not violate in any material respect any law, rule, regulation or order of any court or other agency of government that is applicable to the Company.

2. REPRESENTATIONS AND WARRANTIES OF THE XXXXX GROUP. Each member of the Xxxxx Group represents and warrants to the Company that:

(a) this Agreement has been duly authorized, executed and delivered by each member of the Xxxxx Group, and is a valid and binding obligation of each such member, enforceable against each such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles;

(b) the execution and delivery by each member of the Xxxxx Group of this Agreement and the performance by each such member of its obligations hereunder do not and will not violate, any governing partnership agreement, membership agreement and/or any other

governing instruments of such member, or any policy, procedure, charter or code of such member, each as amended to date;

(c) the execution and delivery by each member of the Xxxxx Group of this Agreement and the performance by each such member of its obligations hereunder do not and will not violate in any material respect any law, rule, regulation or order of any court or other agency of government that is applicable to such member;

(d) Xxxx Xxxxxx, (the "Xxxxx Director") is "independent" as "independence" is defined by the listing standards of The NASDAQ Stock Market LLC; and

(e) the Xxxxx Group is the beneficial owner of, in the aggregate, more than five percent (5%) of the outstanding Common Stock, as of the date hereof, and such ownership is set forth on Exhibit A hereto.

3. COVENANTS OF THE COMPANY.

(a) Promptly after execution of this Agreement, the authorized size of the Board shall be increased to six (6) directors divided evenly into the three classes of directors, and the Xxxxx Director shall be elected to the Board as a Class III director of the Company.

(b) Upon his election, the Board shall appoint the Xxxxx Director to the Compensation Committee of the Board for the duration of his service on the Board; provided the Xxxxx Director is then qualified to serve on the Compensation Committee under applicable legal requirements and listing standards. If at such time as the Xxxxx Director is not so qualified, he may be removed from the Compensation Committee by the Board. Based solely upon information provided by, and representations from, Xx. Xxxxxx, the Company believes that Xx. Xxxxxx is currently qualified to serve on the Compensation Committee under applicable legal requirements and listing standards. The Company has no reasonable basis to presently believe that Xx. Xxxxxx is not qualified to serve on the Compensation Committee under applicable legal requirements and listing standards.

(c) The Company shall include the Xxxxx Director in the Board's slate of nominees for election as a Class III director of the Company at the 2008 Annual Meeting and use its reasonable best efforts to cause the election of the Xxxxx Director at the 2008 Annual Meeting, including, without limitation, recommending that the Company's stockholders vote in favor of the election of the Xxxxx Director at the 2008 Annual Meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board in connection with the 2008 Annual Meeting in favor of the Xxxxx Director, except for such proxies that specifically indicate a vote to withhold authority with respect to the Xxxxx Director. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendation. Based solely upon information provided by, and representations from Xx. Xxxxxx (excluding Section 2(d) hereof), the Company believes that Xx. Xxxxxx is currently "independent" as defined by the listing standards of The NASDAQ Stock Market LLC.

(d) The Xxxxx Director, upon appointment and election to the Board, will serve as a full member of the Board and be governed by the same protections and obligations

regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines as are applicable to all directors of the Company, and shall have the same rights and benefits as are applicable to all independent directors of the Company, including (but not limited to) insurance, indemnification, compensation and fees.

(e) In the event the Xxxxx Director shall resign prior to the expiration of the term for which he is elected to serve on the Board, then the Xxxxx Group shall have the right to nominate for election by the Board a replacement solely to serve the remainder of such Xxxxx Director's term on the Board, provided that the Xxxxx Group beneficially owns at least 846,300 shares of Common Stock (as adjusted for reverse stock splits, stock splits and stock dividends). The Xxxxx Group hereby agrees that such nominee shall be "independent" as "independence" is defined by the listing standards of The NASDAQ Stock Market LLC and that such nominee shall not be Xxxxxx Xxxxx. In addition, such nominee shall provide all information required of shareholder nominees as set forth in the Company's proxy statements filed with the SEC and such further information as reasonably requested by the Nominating and Corporate Governance Committee to determine the qualifications and independence of such nominee. The appointment of such nominee shall be subject to the approval of the Board. All references in this Agreement to the Xxxxx Director shall also be deemed to mean such persons as may be appointed a member of the Board pursuant to this Section 3(e).

4. COVENANTS OF THE XXXXX GROUP.

(a) Subject to the inclusion of Xx. Xxxxxx in the Board's slate of nominees for election as a Class III director of the Company at the 2008 Annual Meeting, the Xxxxx Group agrees to vote in favor of the Board's slate of nominees for election as directors of the Company at the 2008 and 2009 Annual Meetings; provided that the Xxxxx Group is not otherwise specifically instructed by their client(s) to vote in another manner.

(b) Immediately prior to the issuance of the press release contemplated in Section 7 hereof, the Xxxxx Group shall, subject to Section 20 hereof: (i) irrevocably withdraw the Nomination Letter and shall take all action necessary or appropriate to terminate the Proxy Solicitation and (ii) file a Schedule 13D/A notifying the SEC of the termination of the Proxy Solicitation. The Xxxxx Group shall make all other necessary filings with the SEC to accomplish such withdrawal and termination and at its own expense.

(c) Within 5 business days of the Xxxxx Group beneficially owning less than 846,300 shares of Common Stock (as adjusted for reverse stock splits, stock splits and stock dividends), the Xxxxx Group shall cause the Xxxxx Director to promptly tender his resignation from the Board and any committee of the Board on which he then sits. In furtherance of this Section 4(c), the Xxxxx Director, upon his appointment to the Board, shall execute an irrevocable resignation as director in the form attached hereto as Exhibit B.

5. STANDSTILL PERIOD.

(a) Each member of the Xxxxx Group agrees that until the first day following the earlier of (x) the date of the 2009 annual meeting of stockholders of the Company and (y) October 10, 2009 (such period, the "Standstill Period"), without the prior written consent of the

Board specifically expressed in a written resolution adopted by a majority vote of the entire Board, neither it nor any of its Affiliates (as such term is defined below) under its control or direction will, directly or indirectly, or in conjunction with any other person or entity:

(i) effect or seek to effect (including, without limitation, by entering into any discussions, negotiations, agreements or understandings), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in way knowingly assist or facilitate any other person to effect or seek, offer or propose to effect any (x) tender offer or exchange offer, merger, acquisition or other business combination involving the Company or any of its subsidiaries; (y) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries or (z) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries;

(ii) acquire, offer or propose to acquire any voting securities (or beneficial ownership thereof), or rights or options to acquire any voting securities (or beneficial ownership thereof) of the Company if after any such case, immediately after the taking of such action the Xxxxx Group, together with its respective Affiliates, would in the aggregate, beneficially own more than 13% of the then outstanding Common Stock;

(iii) engage in any solicitation of proxies or consents to vote any voting securities of the Company in opposition to the recommendation of the Board with respect to any matter, including the election of directors;

(iv) knowingly seek to influence any person with respect to the voting of any securities of the Company in opposition to the recommendation of the Board with respect to any matter, including but not limited to the election of members of the Board, unless requested to do so by the Company;

(v) otherwise act, alone or in concert with others, to knowingly seek to control or influence the Board or the management or policies of the Company;

(vi) otherwise act, alone or in concert with others, to seek to control the Board or initiate or take any action to obtain representation on the Board, or seek the removal of any director from the Board, except as permitted expressly by this Agreement;

(vii) take any action to seek to amend any provision of the Company's Certificate of Incorporation or Bylaws except as may be approved by the Board;

(viii) grant any proxy rights with respect to the Common Stock to any person not designated by the Company, except for Xxxxx Investment Management LLC and only where it shares voting power pursuant to arrangements that exist on the date of this Agreement or agreements substantially similar to such existing arrangements;

(ix) call or seek to have called any meeting of the stockholders of the Company;

(x) propose any matter for submission to a vote of the stockholders of the Company;

(xi) execute any written consents, waiver or demand with respect to the Common Stock;

(xii) unless required by law, make or issue or cause to be made or issued any public disclosure, announcement or statement (including without limitation the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) (x) in support of any proxy solicitation other than a proxy solicitation by the Company, (y) concerning any matter described in (i) through (x) above, or (z) negatively commenting upon the Company, including the Company's management, the Board and the Company's strategy, business, or corporate activities;

(xiii) enter into any agreements with any third party with respect to any of the foregoing or take any action which might force the Company to make a public announcement regarding any of the foregoing, except, in each case, as contemplated by this Agreement; or

(xiv) form, join or in any way participate in a "group" (as defined in Section 13(d)(3) of the Exchange Act) for or in connection with any of the foregoing purposes.

The provisions of this Section 5 shall not limit in any respect: (1) the actions of any Xxxxx Director solely in his capacity as a director of the Company, recognizing that such actions are subject to such Xxxxx Director's fiduciary duties to the Company and its stockholders; (2) non-public discussions between the Xxxxx Director and the Xxxxx Group; (3) statements that may be made in research reports of X. Xxxxx & Co., LLC that address the Company's industry in general or that are specific to the Company and related client communications, so long as the Xxxxx Director has not directed, prepared, reviewed or otherwise participated in the preparation of such research report; or (4) X. Xxxxx & Co, LLC’s representation of Universal Electronics Inc. in connection with a potential transaction with the Company, including discussions with the Company with respect such transaction, so long as any such actions taken with respect to the foregoing representation are non-public. The provisions of this Section 5 shall not limit in any respect the ability of Xx. Xxxxx to (i) instruct or advise the investment clients over which he possesses sole or shared voting power solely to take the action of voting against the recommendation of the Board to the stockholders or (ii) subject to and without prejudice to Section 4(a) hereof, the ability of any member of the Xxxxx Group or any Affiliate thereof solely to vote as a stockholder on any matter submitted by the Board or any stockholder other than a member of the Xxxxx Group or any Affiliate thereof at any meeting of the Stockholders of the Company; provided, in each case, no member of the Xxxxx Group or any Affiliate thereof makes or issues or causes to be made or issued any public disclosure, announcement or statement in connection with such instruction, advice or vote.

(b) As used in this Agreement, the term "Affiliate" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms "beneficial owner" and "beneficial ownership" shall have the respective meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and the terms "person" or

"persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

6. VOLUNTARY AGREEMENT. By signing below, the undersigned representatives of the Parties agree and acknowledge they have read and understand the binding nature of this Agreement, that it represents a final and binding settlement according to its terms, and that they are entering into the Agreement voluntarily and with full knowledge of its significance and legal effect.

7. PUBLIC ANNOUNCEMENT. The Xxxxx Group and the Company shall announce this Agreement and the material terms hereof within two (2) business days of the date hereof by means of a press release in the form attached as Exhibit C hereto.

8. DISCLOSURE. The Xxxxx Group acknowledges that this Agreement shall be filed with the SEC within four (4) business days of execution on a Current Report on Form 8-K. The Company shall provide the Xxxxx Group with a copy of such Current Report in advance of such filing for review. The Company shall also provide the Xxxxx Group with a copy of the proposed proxy statement for the 2008 Annual Meeting in advance of the filing of the proxy statement with the SEC. Such proxy statement will also contain a description of this Agreement.

9. SPECIFIC PERFORMANCE. Each member of the Xxxxx Group, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the members of the Xxxxx Group or any of them, on the one hand, and the Company, on the other hand (the "Moving Party"), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.

10. JURISDICTION; APPLICABLE LAW. Each of the parties hereto:

(a) consents to submit itself to the personal jurisdiction of federal or state courts of the State of California in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement,

(b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court,

(c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than federal or state courts of the State of California,

(d) agrees to waive any bonding requirement under any applicable law, in the case the other Party seeks to enforce the terms by way of equitable relief and

(e) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such Party's principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

11. NO ADMISSION OF LIABILITY. The parties to this Agreement agree that nothing in this Agreement is intended or shall be construed as an admission of liability.

12. NO CONSTRUCTION AGAINST DRAFTER. For purposes of any action arising out of the application, interpretation, or alleged breach of this Agreement, each Party waives any statutory or common law principle, and any judicial interpretation of this Agreement, which would create a presumption against the other Party as a result of its having drafted any provision of this Agreement. Counsel for the respective parties have reviewed and revised this Agreement, and there shall not be applied any rule construing ambiguities against the drafting party.

13. ADDITIONAL DOCUMENTS. Each Party agrees that it will execute and provide, at the request of the other Party, any and all such other documents or other written instruments as may be reasonably necessary to effectuate the purposes of the Agreement.

14. THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall create any rights in, or be deemed to have been executed for the benefit of any person or entity that is not a party hereto or a successor or permitted assignee of such party.

15. ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement contains the entire understanding of the parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the parties other than those expressly set forth herein. This Agreement may be amended only by a written instrument duly executed by the parties hereto, or their respective successors or assigns. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

16. SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors, heirs, executors, legal representatives, and assigns; provided, however, that no Party may assign, delegate or otherwise transfer any of its obligations under this Agreement without the prior written consent of the other Party hereto.

17. NOTICES. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and delivered by overnight courier or facsimile or electronic mail and shall be deemed duly given on

the date of delivery. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

(a) If to the Company:

	ZiLOG, Inc. 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxxx

	With a copy to (which shall not constitute notice):

	Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 000 Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx

(b) If to the Xxxxx Group:

	c/o Riley Investment Management LLC 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx

18. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or unenforceable by a court of competent jurisdiction.

19. COUNTERPARTS. This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement.

20. TERMINATION. The provisions of this Agreement may be terminated by the non-breaching Party in the event of a material breach by the other Party of any of the terms of this Agreement; provided, however, that the non-breaching Party shall first provide written notice to the breaching Party of the facts and circumstances giving rise to such breach, after which the breaching Party shall have five (5) business days from receipt of such notice to fully cure such breach. If the Company's definitive proxy statement is not filed with the SEC on or prior to August 31, 2008 with Xx. Xxxxxx as a nominee and the 2008 Annual Meeting is not held by October 10, 2008, then this Agreement shall be terminated and the Nomination Letter shall be deemed to have not been withdrawn. Any termination of this Agreement as provided herein will

be without prejudice to the rights of any Party arising out of the breach by the other Party of any provision of this Agreement. Sections 1, 2 and 8 through 20 shall survive any such termination.

[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date hereof.

ZILOG, INC.	XXXXX INVESTMENT PARTNERS MASTER FUND, L.P.

/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx President and Chief Executive Officer	By:	Xxxxx Investment Management LLC, its General Partner

	/s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx, Managing Member

	XXXXX INVESTMENT MANAGEMENT LLC


	/s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx, Managing Member






	X. XXXXX & CO., LLC


	/s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx, Chairman






	XXXXXX X. XXXXX


	/s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx

[SIGNATURE PAGE TO SETTLEMENT AGREEMENT]

EXHIBIT A

BENEFICIAL OWNERSHIP OF THE XXXXX GROUP

	Shares Beneficially Held
Xxxxx Investment Partners Master Fund, L.P.	400,126
Xxxxx Investment Management LLC	1,324,607
X. Xxxxx & Co., LLC	84,300

Xxxxxx Xxxxx	1,408,907

_____________________

*	Excludes 24,148 shares held by an investment advisory account of Xxxxx Investment Management LLC, with respect to which beneficial ownership is disclaimed.

EXHIBIT B

[Form of Irrevocable Resignation]

August 8, 2008

Attention: Chairman of the Board of Directors

Reference is made to the Agreement, dated as of August 8, 2008 (the “Agreement”), by and among ZiLOG, Inc. (the “Company”) and the Xxxxx Group (as defined therein). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

In accordance with Section 4(c) of the Agreement, at the time the Xxxxx Group fails to beneficially own at least 846,300 shares of Common Stock (as adjusted for reverse stock splits, stock splits and stock dividends), I hereby tender my conditional resignation as a director of the Board, provided that this resignation shall be effective upon the Board’s acceptance of this resignation. I hereby acknowledge that this conditional resignation as a director of the Board is as a result of the terms and conditions of the Agreement.

This resignation may not be withdrawn by me at any time during which it is effective. This letter shall terminate once the resignation has become effective.

Very truly yours,


	Xxxx Xxxxxx Director

EXHIBIT C

ZiLOG, Inc.

Contacts:	Investors:
Xxxxxxx Xxxxxxxx	Xxxxxxxx Xxxxx
Positio Public Relations	Mozes Communications LLC
(000) 000-0000	(000) 000-0000

ZILOG ANNOUNCES AGREEMENT WITH

XXXXX INVESTMENT MANAGEMENT LLC

SANTA CLARA, CA. - August 8, 2008 – ZiLOG, Inc. (NASDAQ: ZILG) today announced that it has entered into a settlement agreement and release with the entities and persons affiliated with Xxxxx Investment Management LLC, resolving all proxy matters and other issues relating to ZiLOG. The agreement provides, among other things, for the following:

ZiLOG will promptly increase the total number of directors on its Board of Directors from five to six, divided evenly among its three Classes.

ZiLOG's Board of Directors will promptly appoint Xxxx Xxxxxx to join the Board as a director in Class III and appoint him to its Compensation Committee.

ZiLOG will include Xx. Xxxxxx in its proxy materials as a nominee for election to the Board of Directors as a director in Class III and use its reasonable best efforts to cause Xx. Xxxxxx'x election to the Board at its 2008 annual meeting, which is expected to be held on October 6, 2008.

The Xxxxx entities will vote their shares in favor of ZiLOG's slate of nominees for election to the Board of Directors at the company's 2008 and 2009 annual meetings, and will not solicit proxies in connection with those meetings, including with respect to the proposed bylaw amendments.

The Xxxxx entities will abide by certain confidentiality and standstill obligations through the completion of ZiLOG's 2009 annual meeting, including an agreement not to acquire an aggregate beneficial ownership position of more than 13% of ZiLOG's outstanding common stock. The Xxxxx entities and their clients currently own approximately 1,433,055 shares of ZiLOG common stock, representing approximately 8.5 percent of ZiLOG's outstanding shares.

"We are pleased to have achieved this agreement with the Xxxxx Group and believe that it best serves the interests of ZiLOG and its shareholders," said Xxxxx Xxxxxxxxxx, president and CEO of ZiLOG. "Through this agreement, ZiLOG and RIM will avoid a costly and disruptive proxy contest at a time when the company is exploring a full range of strategic alternatives to enhance shareholder value. We look forward to working with Xx. Xxxxxx."

XXXX XXXXXX (Age 34)

Xx. Xxxxxx’x principal occupation or employment is Senior Investment Analyst at Xxxxx Investment Management LLC since July 2007. Xxxxx Investment Management LLC is an investment adviser, which provides investment management services and is the general partner of Xxxxx Investment Partners Master Fund, L.P. Xx. Xxxxxx began his career at WisdomTree Capital Management in New York from 1995 to 2000 and was affiliated with Singer Capital Management from 2001 to 2003. Most recently, from 2003 to June 2007 Xx. Xxxxxx managed private portfolios for Alpine Resources LLC and its related entities. Xx. Xxxxxx is a 1995 graduate of Brandeis University.

"We look forward to working with the ZiLOG Board to enhance shareholder value," said Xxxxxx Xxxxx, Managing Member of Xxxxx Investment Management LLC.

About Zilog, Inc.

ZiLOG is a global supplier of application specific, embedded system-on-chip (SoC) solutions for secured transactions, consumer electronics and industrial application and an industry leader in remote control and universal IR database solutions. From its roots as an award-winning architect in the microprocessor and microcontroller industry, ZiLOG has evolved to become a leader in production-ready and custom-built SoC solution sets. ZiLOG is headquartered in San Jose, California, and employs approximately 500 people around the world, with sales offices in Asia, Europe, and North America. For more information about ZiLOG and its products, visit xxxx://xxx.xxxxx.xxx/.

Cautionary Statements

This release contains forward-looking statements relating to expectations, plans or prospects for ZiLOG, Inc. that are based upon the current expectations and beliefs of ZiLOG's management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These statements include those relating to the ZiLOG's evaluation of a course of action that will increase value for ZiLOG stockholders. The risks related to any action to increase shareholder value are detailed in the company's filings with the U.S. Securities and Exchange Commission ("SEC"). ZiLOG does not expect to, and disclaims any obligation to update such statements until release of its next quarterly earnings announcement or in any other manner. ZiLOG, however, reserves the right to update such statement, or any portion thereof, at any time for any reason.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the SEC, including but not limited to, the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2008, and any subsequently filed reports. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (XXXXX) at xxxx://xxx.xxx.xxx or from the Company's website at xxx.xxxxx.xxx.

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SETTLEMENT AGREEMENT

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