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 Xxxxx Xxxxxxxx ("Executive") and ZiLOG, Inc. (the "Company"), a
Delaware corporation.
WHEREAS, Executive and the Company have entered into that certain
Employment Agreement as of January 7, 2002, (the "Original Agreement"); and
WHEREAS, Executive and the Company desire to amend the Original
Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the agreements contained
herein, the parties hereto agree that Section 2.4 of the Original Agreement
is hereby amended and restated in its entirety as follows:
"2.4 Stock Purchase.
(a) Stock purchase upon employment. On the Effective Date
or as soon thereafter as is practical, and on each of the first three
anniversaries of the Effective Date, the Company will sell Executive
176,465 shares of Common Stock for a purchase price of $.01 per share,
subject to the terms, restrictions and conditions and pursuant to the
ZiLOG, Inc. 2002 Omnibus Stock Incentive Plan attached hereto as Exhibit A
(the "Omnibus Plan") and any applicable Award Agreement (as defined in the
Omnibus Plan).
(b) EBITDA-linked stock options. On the Effective Date or
as soon thereafter as is practical, the Company will grant Executive an
option to purchase 209,140 shares of Common Stock exercisable at the fair
market value for the Common Stock on the date of grant, subject to the
terms and conditions and pursuant to the Omnibus Plan and any applicable
Award Agreement."
Except as modified above, the Employment Agreement
remains in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the date above first written.
ZiLOG, INC.
By: /s/
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Name:
Title:
XXXXX XXXXXXXX
/s/ Xxxxx Xxxxxxxx
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