EXHIBIT 10.56 AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT

EXHIBIT 10.56

           AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT

This Amended and Restated Change in Control Severance Agreement (the
"Agreement") is entered into as of December 23, 2008 (the "Effective Date"),
by and between ------------------ ("Executive") and Ramtron International
Corporation, a Delaware corporation (the "Company").

Whereas, the Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its stockholders to
assure that the Company will have the continued dedication of its executive
and senior officers notwithstanding the possibility or occurrence of a Change
in Control (as defined below) of the Company;

Whereas, the Board also believes that it is desirable to encourage
Executive's full attention and dedication to the Company and alleviate
uncertainty, and to provide Executive with compensation and benefits in the
event of a Change in Control and Executive's termination of employment under
the circumstances described in this Agreement;

Whereas, the Board and the Executive entered into a Change in Control
Severance Agreement dated August 25, 2007 (the "Prior Change in Control
Agreement"); and

Whereas, the Board and the Executive desire to amend the Prior Change in
Control Agreement to account for the effect of Section 409A of the Internal
Revenue Code ("Section 409A of the Code");

Now, therefore, in consideration of the agreements contained herein and other
good and valuable consideration, the receipt of which is mutually
acknowledged, Executive and the Company hereby agree as follows:

1.  Definitions.  The following definitions shall apply for all purposes
under this Agreement:

(a)  Affiliate.  "Affiliate" shall have the meaning assigned to such term in
     Rule 12b-2 promulgated under the Exchange Act.

(b)  Change in Control.  "Change in Control" means the consummation of a
     transaction or series of transactions resulting in one or more of the
     following events:

     (i)    The acquisition, directly or indirectly, in one or more
            transactions, by any individual, person or group of persons,
            within the meaning of Section 13(d)(3) or 14(d)(2) of the
            Exchange Act (a "Person") of beneficial ownership (within the
            meaning of Rule 13d-3 promulgated under the Exchange Act),
            individually or in the aggregate, of fifty percent (50%) or more

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            of either (1) the outstanding shares of common stock of the
            Company or (2) the combined voting power of the Company's
            outstanding securities  entitled to vote generally in the
            election of directors; provided, however, that the following
            transactions shall not constitute, or be deemed to cause a Change
            in Control of the Company: (A) any increase in percentage
            ownership by a Person to fifty percent (50%) or more resulting
            solely from any acquisition of shares directly from the Company
            or any acquisition of shares by the Company that reduces the
            number of shares outstanding; or (B) any Business Combination
            described in clauses (A) and (B) of Section 1(a)(iii) below;

     (ii)   A change in the composition of the Board of the Company as a
            result of which fewer than a majority of the directors are
            Incumbent Directors.  "Incumbent Directors" shall mean directors
            who either: (A) are directors of the Company as of the Effective
            Date hereof; (B) are elected, or nominated for election, to the
            Board of the Company with the affirmative vote of at least a
            majority of the directors of the Company who are Incumbent
            Directors described in (A) above at the time of such election or
            nomination; or (C) are elected, or nominated for election, to the
            Board of the Company with the affirmative votes of at least a
            majority of the directors of the Company who are Incumbent
            Directors described in (B) above at the time of such election or
            nomination.  Notwithstanding the foregoing, "Incumbent Directors"
            shall not include an individual whose election or nomination is
            in connection with an actual or threatened proxy contest relating
            to the election of directors to the Company;

     (iii)  Consummation of a reorganization, merger or consolidation or sale
            or other disposition of all or substantially all of the assets of
            the Company (a "Business Combination"), in each case, unless,
            following such Business Combination, (A) no Person, individually
            or in the aggregate, nor any corporation resulting from such
            Business Combination or any employee benefit plan (or related
            trust) sponsored or maintained by the Company or such corporation
            resulting from such Business Combination beneficially owns,
            directly or indirectly, individually or in the aggregate, fifty
            percent (50%) or more of the then outstanding shares of common
            stock of the corporation resulting from such Business Combination
            or the combined voting power of the then outstanding voting
            securities of such corporation except to the extent that such
            ownership existed prior to the Business Combination, and (B) at
            least a majority of the members of the Board of the corporation
            resulting from such Business Combination were members of the
            Incumbent Board at the time of the execution of the initial
            agreement, or of the action of the Board, providing for such
            Business Combination; or

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     (iv)   Approval by the stockholders of the Company of the liquidation or
            dissolution of the Company.

(c)  Cause.  "Cause" shall mean any of the actions relevant to Executive
     committed by Executive (or omitted to be done by Executive) that occur
     on or after the Effective Date:

     (i)    A conviction of or plea of "guilty" or "no contest" to a felony
            under the laws of the United States or any state thereof;

     (ii)   Conviction of any crime constituting fraud, theft or
            misappropriation of Company property, or of any other crime that
            materially injures the Company's business or reputation;

     (iii)  Any material violation or breach of the Company's Code of
            Business Conduct and Ethics, as determined by the Board;

     (iv)   Willful or intentional failure by Executive to materially comply
            with a specific direction by the Board; or

     (v)    Any serious misconduct or negligence in the course of Executive's
            employment, as determined by the Board.

(d)  Change in Control Period.  "Change in Control Period" means the twelve
     (12) month period immediately following the date of a Change in Control
     under this Agreement.

(e)  Control.  "Control" shall have the meaning assigned to such term in Rule
     12b-2 promulgated under the Exchange Act.

(f)  Good Reason.  "Good Reason" shall mean, without the express written
     consent of Executive, the occurrence after a Change in Control of any of
     the following circumstances, unless such circumstances are fully
     corrected prior to the date of termination specified in a notice of
     termination by Executive:

     (i)    the material diminishment of Executive's authority, duties or
            responsibilities, or the assignment to Executive of any duties
            inconsistent with Executive's authority, duties or
            responsibilities from those in effect immediately prior to the
            Change in Control;

     (ii)   a reduction in Executive's base salary as in effect immediately
            prior to the Change in Control, or diminishment of Executive's
            bonus opportunity at the Company;

     (iii)  a reduction by the Company in the kind or level of employee
            benefits to which Executive was entitled to immediately prior to
            such reduction with the result that Executive's overall benefits
            package provided by the Company is materially reduced;

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     (iv)   the Company requiring Executive to be based at any office or
            location more than 50 miles from the Company's principal
            headquarters prior to the Change in Control event, except for
            travel reasonably required in the performance of Executive's
            responsibilities; or

     (v)    the failure of the Company to obtain agreement from any successor
            to assume and agree to perform this Agreement.

(g)  Termination Date.  "Termination Date" means (i) the date on which the
     Executive's employment is terminated by the Company or (ii) the date on
     which the Executive terminates his employment with the Company.

(h)  Total Disability.  "Total Disability" of Executive shall be deemed to
     occur on the one-hundred and eightieth (180th) consecutive, or non-
     consecutive calendar day, within any twelve (12) month period that
     Executive is unable to perform the duties commensurate with Executive's
     position with the Company due to physical or mental disability or
     illness.

2.  Severance Payment and Other Benefits.

(a)  Eligibility for Severance Payment.  Executive shall be entitled to
     receive the severance payment (the "Severance Payment") and benefits set
     forth in this Section 2 from the Company if any of the below events
     occurs during the Change in Control Period:

     (i)    Executive resigns his employment with the Company for Good
            Reason, which notice must be given by Executive to the Board
            within seventy-five (75) days following the occurrence of the
            event giving rise to Good Reason for termination;

     (ii)   The Company terminates Executive's employment with the Company
            for any reason other than Cause;

     (iii)  In the event of Executive's death; or

     (iv)   In the event of Executive's "separation from service" (within the
            meaning of Section 409A of the Code), due to Executive's Total
            Disability.

     Notwithstanding anything in this Agreement to the contrary, if a Change
     in Control occurs and not more than 60 days prior to the date on which
     the Change in Control occurs, Executive's employment with the Company is
     terminated by the Company, such termination of employment will be deemed
     to be a termination of employment after a Change in Control for purposes
     of this Agreement if Executive reasonably demonstrates that such
     termination of employment (i) was at the request of a third party who
     has taken steps reasonably calculated to effect a Change in Control, or
     (ii) otherwise arose in connection with or in anticipation of such
     Change in Control.

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(b)  Severance Payment.

     (i)    For all purposes under this Agreement, upon Executive becoming
            eligible for the Severance Payment as provided above in Section
            2(a), the Company shall pay to Executive in cash, subject to
            Sections 2(g) and 2(h), an amount equal to (A) Executive's base
            salary multiplied by two (2) plus (B) an amount equal to the
            greater of (1) 200% of the bonus paid to Executive for the
            preceding fiscal year or (2) 200% of the target bonus for
            Executive approved by the Board for the fiscal year during which
            the Change in Control occurs plus (C) an amount equal to the
            difference between (1) the Company's reasonable determination of
            present value of the continuation of the benefits described in
            Section 2(e) for 24 months and (2) the Company's reasonable
            determination of the present value of the benefits Executive may
            receive under Section 2(e)(ii).

     (ii)   The Severance Payment shall be paid, subject to Sections 2(g) and
            (h), in equal monthly installments over the twelve (12) month
            period commencing on the sixty-first (61st) day after the
            Executive's Termination, provided that the Executive has signed
           (and not revoked) the Release.

(c)  Accrued and Unpaid Compensation.  In addition to the Severance Payment
     provided above, Executive will receive a lump cash payment on the
     Termination Date, of any accrued and unpaid salary through the
     Termination Date and/or bonuses earned for any completed performance
     period but not yet paid as of the Termination Date and any earned,
     unused vacation time through the Termination Date.  Any accrued and
     unpaid bonuses that would be considered deferred compensation under
     Section 409A will be subject to Section 2(g) and 2(h) of this Agreement
     and will be paid pursuant to the schedule set forth in 2(b)(ii) of this
     Agreement.

(d)  Other Compensation Programs.  A termination of employment as described
     in this Section 2 will not affect any rights that Executive may have
     pursuant to any other agreement, policy, plan, program or arrangement of
     the Company providing for benefits, which rights will be governed by the
     terms thereof.  Notwithstanding any provision to the contrary in any
     applicable plan, program or agreement, upon the occurrence of a Change
     in Control, all restricted stock or other equity incentive awards held
     by Executive will become fully vested and all stock options held by
     Executive will become fully exercisable.

(e)  Health Coverage.  If Executive is entitled to the Severance Payment
     under Section 2(b), the Company shall reimburse Executive for the full
     cost of any group health continuation coverage that the Company is
     otherwise required to offer under the Consolidated Omnibus Budget
     Reconciliation Act of 1986 ("COBRA") until the earlier of the date that:

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     (i)    Executive becomes covered by health coverage offered by another
            employer that does not have a preexisting condition limitation or
            exclusion with respect to the Executive, or

     (ii)   Is eighteen months (18) months after the Termination Date.

     As long as the Company's group health plan is fully insured, the Company
     will provide coverage to the Executive on a tax-free basis in accordance
     with this Section 2(e).  If the health plan is or becomes self-insured,
     the Executive will be required to purchase the COBRA coverage in
     accordance with the terms of the plan and the Company will, subject to
     Sections 2(g) and (h), reimburse the Executive for the premiums paid in
     accordance with this Section 2(e) on an after-tax basis.  Such
     reimbursements will be made, subject to Sections 2(g) and (h), within
     five (5) business days after delivery of Executive's written requests
     for payment, accompanied by such evidence of payment of the COBRA
     premiums as the Company may reasonably require, provided, however, that
     any such reimbursement shall be for expenses incurred during the period
     of subsidized coverage provided in this Section 2(e) and that such
     reimbursements shall be made no later than December 31 of the
     Executive's taxable year following the taxable year in which the
     premiums were paid by the Executive.  In no event will the amount of
     expenses eligible for reimbursement under this Section 2(e) by the
     Company in one year affect the amount of expenses eligible for
     reimbursement under this Section 2(e) to be provided in any other
     taxable year.

(f)  Conditions.  All payments and benefits provided under this Section 2
     (other than Section 2(c)) are conditioned on Executive's continuing
     compliance with this Agreement (including, but not limited to Section 4
     hereof).  No payments shall be made under this Section 2 (other than
     Section 2(c)) unless the Executive, on or before the 60th day following
     the Executive's Termination Date, (a) signs and returns the Release of
     Claims and Covenant not to Sue substantially in the form provided in
     Exhibit A (the "Release Agreement") within the number of days that the
     Company determines is required under applicable law, but in no event
     more than forty-five (45) days after the Company delivers the Release
     Agreement to the Executive and (b) does not revoke such Release
     Agreement within the time period provided therein, such time period not
     to exceed seven (7) days.  If the Executive becomes entitled to payments
     under Section 2 hereof (other than Section 2(c)), the Company shall
     deliver to the Executive a copy of the Company's standard form of
     Release Agreement within seven (7) days of the Executive's Termination
     Date. 

(g)  Termination as a "Separation from Service".  If the Executive is
     entitled to payment pursuant to Section 2(a)(i), (ii) or (iv) or the
     last sentence of Section 2(a) of this Agreement but has not experienced
     a "separation from service" within the meaning of Section 409A of the

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     Code, the payments will not begin, subject to Section 2(h), until the
     later of (i) the payment date identified in Section 2(b) or (ii) the
     date first to occur of the Executive's "separation from service" within
     the meaning of Section 409A of the Code, a "change of control" of the
     Company within the meaning of Section 409A of the Code, the Executive's
     "disability" within the meaning of Section 409A of the Code or the
     Executive's death.

(h)  Delay in Payment Due to "Specified Employee" Status.  Notwithstanding
     the foregoing, if the Executive is a "specified employee" (as determined
     pursuant to procedures adopted by the Company in compliance with Section
     409A of the Code) on the date of the Executive's "separation from
     service" with the Company within the meaning of Section 409A(a)(2)(A)(i)
     of the Code, and any payment, reimbursement, or the provision of any
     benefit under this Agreement is made on account of the Executive's
     "separation from service" (within the meaning of Section
     409A(a)(2)(A)(i) of the Code) and would constitute a "deferral of
     compensation" under Section 409A of the Code, then the payment,
     reimbursement, or the provision of any benefit to the Executive (or the
     Executive's beneficiary) shall commence on the earlier of (i) the first
     business day of the seventh month following the Executive's "separation
     from service" within the meaning of Section 409A(a)(2)(A)(i) of the
     Code, or (iii) the Executive's death.  The total amount of monthly
     installment payments and reimbursements or the provision of any benefit
     to which such Executive would otherwise be entitled during the six-month
     period following the date of such "separation from service" within the
     meaning of Section 409A(a)(2)(A)(i)  shall also be paid on the first
     business day of the seventh month following such "separation from
     service" (or, if earlier, the date of death).

3.  Certain Additional Payments by the Company.

(a)  Definitions. The following terms shall have the following meanings for
     purposes of this Section 3:

     (i)    "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (ii)   "Excise Tax" shall mean the excise tax imposed by Section 4999 of
            the Code, together with any interest or penalties imposed with
            respect to such excise tax.

     (iii)  "Parachute Value" of a Payment shall mean the present value as of
            the date of the change of control for purposes of Section 280G of
            the Code of the portion of such Payment that constitutes a
            "parachute payment" under Section 280G(b)(2), as determined by
            the accounting firm for purposes of determining whether and to
            what extent the Excise Tax will apply to such Payment.

     (iv)   "Payment" shall mean any payment, distribution or other benefit
            in the nature of compensation (within the meaning of Section
            280G(b)(2) of the Code) to or for the benefit of Executive to be
            paid or provided pursuant to this Agreement or any other
            agreement contingent upon a change in control.

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     (v)    "Safe Harbor Amount" shall mean 2.99 times Executive's "base
            amount," within the meaning of Section 280G(b)(3) of the Code.

     (vi)   "Value" of a Payment shall mean the economic present value of a
            Payment as of the date of the Change in Control for purposes of
            Section 280G of the Code, as determined by the accounting firm
            using the discount rate required by Section 280G(d)(4) of the
            Code.

(b)  Anything in this Agreement to the contrary notwithstanding and except as
     set forth below, in the event it shall be determined that any Payment
     would be subject to the Excise Tax, then Executive shall be entitled to
     receive an additional payment (the "Excise Tax Gross-Up Payment") in an
     amount such that, after payment by Executive of all taxes (and any
     interest or penalties imposed with respect to such taxes), including,
     without limitation, any income taxes (and any interest and penalties
     imposed with respect thereto) and Excise Tax imposed upon the Excise Tax
     Gross-Up Payment, Executive retains an amount of the Excise Tax Gross-Up
     Payment equal to the Excise Tax imposed upon the Payments. 
     Notwithstanding any other provision of this Section 3 to the contrary,
     all taxes and expenses described in this Section 3 shall be paid or
     reimbursed within fifteen (15) days after the Executive submits evidence
     of the incurrence of such taxes and/or expenses, provided that in all
     events such payment or reimbursement shall be made on or before the last
     day of the year following (a) the year in which the applicable taxes are
     remitted or expenses are incurred or (b), in the case of reimbursement
     of expenses incurred due to a tax audit or litigation in which there is
     no remittance of taxes, the year in which the audit is completed or
     there is a final or nonappealable settlement or other resolution of the
     litigation, in accordance with Treasury Regulation Section 1.409A-
     3(i)(1)(v).  The Executive shall be required to submit all requests for
     payment or reimbursement no later than thirty (30) days prior to the
     last day for payment or reimbursement described in the preceding
     sentence.  Any expense paid or reimbursed by the Company in one taxable
     year in no event will affect the amount of expenses required to be paid
   &