EXHIBIT 10.1
CHANGE IN CONTROL AGREEMENT
THIS
CHANGE IN CONTROL AGREEMENT ("Agreement") is made and entered
into on December 19, 2007 by and between ZiLOG, Inc. (the
"Company") and Darin G. Billerbeck, the Company's
President and Chief Executive Officer ("Executive") (together
the "Parties").
WHEREAS,
Executive is currently employed as the President and Chief
Executive Officer of the Company;
WHEREAS,
the Company recognizes that there is a possibility that the
Company may become the subject of a Change in Control (defined
below), either now or at some time in the future;
WHEREAS,
the Company believes that it is in the best interests of the
Company and its stockholders to foster Executive's objectivity
in making decisions with respect to any pending or threatened
Change in Control of the Company and to assure that the
Company will have the continued dedication and availability of
Executive as an employee of the Company, notwithstanding the
possibility or occurrence of a Change in Control;
and
WHEREAS,
with these and other considerations in mind, the Board of
Directors of the Company (the "Board"), acting through its
Compensation Committee, has authorized the Company to enter
into this Agreement with Executive to provide the protections
set forth herein.
NOW,
THEREFORE, in consideration of the mutual premises, covenants
and agreements herein contained, intending to be legally
bound, the Parties agree as follows:
1. Term
of Agreement. This Agreement shall be effective for
the two-year period commencing on December 21, 2007, provided,
however, that on each anniversary of December 21, 2007 the
Term of the Agreement shall be automatically extended for an
additional one-year period unless prior to such date, either
party notifies the other of its intention not to so extend the
Agreement (the "Term") and provided further, that if a Change
in Control (defined below) occurs during the Term, the Term
shall be extended as necessary such that the Agreement expires
no earlier than the date twelve (12) months following the
Change in Control.
2. Change
in Control. For purposes of this Agreement, a
Change in Control shall mean the first to occur after the date
of this agreement of the following:
(a) dissolution,
liquidation or sale of all or substantially all of the assets
of the Company;
(b) the
consummation of a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any
other corporation or other entity, other than a merger or
consolidation that results in the voting securities of the
Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity or any parent
thereof),
in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or any subsidiary of the Company, at least 50% of
the combined voting power of the securities of the Company or
such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation;
or
(c) the
acquisition by any person, entity or group within the meaning
of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, or any comparable successor provisions (excluding any
employee benefit plan, or related trust, sponsored or
maintained by the Company or any affiliate of the Company) of
the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, or
comparable successor rule) of securities of the Company
representing at least 50% of the combined voting power
entitled to vote in the election of directors.
3. Termination
in Connection with a Change in Control. In the
event Executive experiences a Qualifying Termination (defined
below) anytime during the Change in Control Protection Period
(defined below), Executive shall be entitled to the following
payments and benefits (collectively, the "Change in Control
Payments"), which shall be in addition to any payments to
Executive for earned but unpaid salary and accrued but unused
vacation through the date of termination, as well as any
vested benefits to which Executive is entitled in accordance
with the terms of any applicable employee benefit
plan:
(a) a
lump sum payment equal to eighteen (18) months of Executive's
base salary, at the rate in effect at the time of termination,
payable within thirty (30) days of Executive's
termination;
(b) any
and all of Executive's Company stock options that are
outstanding at the time of termination and not yet vested and
that would otherwise vest within 12 months of a Qualifying
Termination shall immediately become exercisable and the
exercise period of any stock option shall continue for the
length of the exercise period specified in the applicable
stock option agreement or plan; and
(c) continuation
of Executive's Company medical and dental benefits for the
period of one year from the date of termination; provided,
however, that, if such continuation is not permitted under the
terms of the Company's benefit plans, the Company shall
reimburse the Executive for the costs and any premiums paid to
the Executive for continuation of coverage required under the
Consolidated Omnibus Budget Reconciliation Act for such one
year period; and provided further that the Company's
obligation to provide medical benefits under this section
shall cease prior to the end of one year if Executive becomes
eligible for coverage under another employer's medical
plans. Notwithstanding the foregoing, the Company
shall not be obligated to provide long-term disability
benefits.
4. Restricted
Stock in Connection with a Change of Control. In
the event of a Change in Control, any and all of Executive's
Company restricted stock awards that are outstanding at the
time of the Change in Control and not free from restrictions
but which would otherwise become free of restrictions under
the terms of the award w
