EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Employment   Agreement ”) is entered into as of September 25, 2006 (the “ Date of this Employment Agreement ”) by and between Shu Li, an individual (“ Executive ”) and Jazz Semiconductor, Inc., a Delaware corporation (the “ Company ”). Executive and the Company are hereinafter collectively referred to as the “ Parties ”, each as a “ Party ”.

A.   Whereas , Acquicor Technology Inc., a Delaware corporation (the “ Parent ”), Joy Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “ Merger Sub ”), the Company and the stockholders’ representative named therein are entering into that certain Agreement and Plan of Merger (the “ Merger Agreement ”) dated as of the date hereof pursuant to which the Company will become a wholly-owned subsidiary of Parent (the “ Merger ”);

B.   Whereas , Executive is a key employee of the Company, and is intimately familiar with the Company’s operations, plans, trade secrets, proprietary information, business activities and operations;

C.   Whereas , Executive’s past experience and skills make Executive singularly qualified to render special, unique, unusual and extraordinary services to the Company, and Executive will receive significant consideration and other benefits from the consummation of the Merger Agreement;

D.   Whereas , as an inducement to, and in consideration of, the Parent’s agreement to enter into the Merger Agreement, Executive has offered to continue to serve as an employee of the Company after the date the Merger closes pursuant to the Merger Agreement (the “ Effective Date ”) and to provide personal services in exchange for certain compensation and benefits; and

E.   Whereas , the Parent would not enter into the Merger Agreement but for Executive’s agreement to enter into this Employment Agreement and to provide continuing employment services to the Company pursuant to the terms and conditions set forth herein;

Now, Therefore , in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1.    Condition Precedent. Executive’s employment with the Company pursuant to this Employment Agreement shall commence immediately on the Effective Date. If Executive’s employment with the Company ends for any reason prior to the Effective Date, or the Merger is not consummated for any reason, the Employment Agreement shall be deemed null and void, and the offer of employment contained herein shall not be binding upon the Company, the Parent or any other person or entity.

2.    Employment by the Company.

2.1    Job Title and Responsibilities . The Company shall employ Executive in the position of Chief Executive Officer and President ( “ CEO ” ) and Executive hereby accepts such employment on the terms set forth herein. Executive shall report directly to the Chief Executive Officer of Parent (the “ Parent CEO ”), and shall perform all duties customarily associated with Executive’s job title and all such other duties as may be reasonably assigned to Executive. Executive shall perform his duties from the Company’s corporate headquarters in Newport Beach, California or from such other location that Executive and the Company may agree upon. Executive will devote his best efforts and substantially all of his professional time and attention to the business of the Company, subject to reasonable vacation or sick leave allowed by Company policy or as otherwise permitted by the Company. The Company reserves the right to change Executive’s job title, duties, reporting relationship and work location from time to time, as it deems necessary, subject to the terms and conditions set forth herein.

2.2    Company Employment Policies. Executive agrees to abide by all Company employment policies and procedures in effect from time to time that are applicable to management level employees of the Company, and to sign and acknowledge receipt of any such written policies or procedures as requested by the Company from time to time. Except for the Company’s at-will employment policy (described below), the Company may modify, revoke, suspend or terminate its policies and procedures at any time, with or without notice.

3.    Compensation and Benefits.

3.1    Salary. Executive shall receive for services rendered hereunder a base salary paid at the rate of $422,923 per year, less required payroll deductions and withholdings (the “ Base Salary ”), paid on the Company’s customary payroll payment dates. The Company reserves the right to modify Executive’s compensation at other times, subject to all other terms and conditions set forth in this Employment Agreement.

3.2    Annual Performance Bonus. Executive shall be eligible to earn annual bonus compensation (the “ Bonus ”) as a participant in the Company's current 2006 Employee Quarterly Performance Bonus Program and in any annual bonus plan that may hereafter be established by the Company for the Executive or its executive team generally. The prerequisites for Executive’s earning of any Bonus in a 2007 plan and in any plan hereafter established, as well as the amount of any bonus that may be awarded, shall be determined by the terms and conditions of the applicable bonus plan and/or by the Parent's Board of Directors (the “ Board ”) in its discretion. To the extent that the amount of Executive’s Bonus is based on Executive’s achievement of certain Company and personal performance and business objectives (the “ Performance Objectives ”), the Performance Objectives shall be approved by the Parent CEO for the relevant Bonus year. It shall be Executive’s responsibility to obtain written approval of the Performance Objectives before the start of the applicable Bonus year. The Parent CEO, after consulting with the Board, will determine, in his sole discretion, to what extent Executive achieved the Performance Objectives, and the amount of the Bonus earned as a result, if any. Executive must remain employed with the Company through the end of the accounting quarter in order to be eligible to earn a Bonus for that quarter. No pro-rated or partial Bonus may be earned or paid. Executive shall not be eligible to earn any other bonus or incentive compensation from the Company except as expressly authorized in a writing signed by the Parent CEO.

3.3    Stock Options/Equity.  Executive may be awarded stock options or other equity awards (collectively, the “ Equity Awards ”) pursuant to terms of the Company’s governing equity incentive plan (the “ Plan ”) as determined by the Compensation Committee of the Board in its sole discretion. The exercisability, vesting and other terms and conditions governing the Equity Awards will be governed solely by the Plan and separate written agreements governing such Equity Awards, and not by this Employment Agreement.

3.4    Expense Reimbursements. Executive will be reimbursed by the Company for all reasonable, documented business expenses incurred in the course of performing his duties hereunder, in accordance with the Company’s governing expense reimbursement policies and procedures, in effect from time to time. When traveling on Company business, Executive shall be entitled to business class or first class airline travel.

3.5    Company Benefits Package. Executive will continue to be eligible to participate in the Company’s standard employee benefits package (including group medical, dental and vision insurance coverage, paid holiday, vacation and sick leave, and 401(k) plan participation) on the terms and conditions applicable to such benefit plans, as may be in effect from time to time. Executive and the Company each hereby represent that as of the Date of this Employment Agreement, Executive has a balance of 100.28 hours of accrued, unused vacation time, and that Executive will continue to accrue additional vacation after the Effective Date at his then-current accrual rate ( i.e ., 4.62 hours per pay period) in accordance with the Company’s vacation policies and procedures in effect from time to time, up to a maximum accrued balance of 1.75 times Executive’s annual vacation accrual rate. For purposes of determining Executive’s eligibility and/or rights under any applicable Company benefit plan, Executive will be credited as providing employment services effective as of his start date as reflected in the Company’s records ( i.e , January 24, 2000). The Company reserves the right to suspend, modify or terminate employee benefits at any time, in its sole discretion.

4.    Proprietary Information, Rights and Duties.

4.1    Employee Confidential Information and Inventions Agreement. As a condition of employment, Executive must sign the Employee Confidential Information and Inventions Assignment Agreement (the “ Confidential Information Agreement ”), attached hereto as Exhibit A .

4.2    Exclusive Property . Executive agrees that all Company-related business procured by Executive, and all Company-related business opportunities and plans made known to Executive while employed by the Company, are and shall remain the permanent and exclusive property of the Company.

5.1    Activities . Except with the prior written consent of the Board and as otherwise provided below, Executive will not during his employment with the Company undertake or engage in any other employment, occupation or business enterprise. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of his duties hereunder. Subject to the limitations of Sections 5.2 and 5.3 of this Employment Agreement and with the prior written consent of the Board, Executive may serve as a director of other corporations and may devote a reasonable amount of his time to other types of business or public activities not expressly mentioned in this Section.

5.2    Investments and Interests . During Executive’s employment with the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by his to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

5.3    Non-Competition . During Executive’s employment with the Company, except on behalf of the Company, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever known by his to compete directly with the Company, anywhere in the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however , that the Executive may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended.

6.    Termination/Severance Benefits.

6.1    At-Will Employment. Executive’s relationship with the Company is at-will. Accordingly, both the Company and Executive may terminate the employment relationship at any time, with or without Cause or good reason, and with or without advance notice. Upon termination of Executive’s employment for any reason (the “ Termination Date ”), the Company will pay Executive all accrued but unpaid base salary, accrued but unpaid bonuses, unpaid expense reimbursements and accrued but unused vacation earned through the Termination Date, less applicable withholdings and deductions, in accordance with applicable law. Except as expressly provided in Section 6.2 and 6.3 of this Employment Agreement, Executive shall not be entitled to receive any additional compensation (including Base Salary, Bonuses, incentive compensation, or equity), severance, or benefits from the Company after the Termination Date, with the exception of any vested right Executive may have under the express terms of a written ERISA-qualified benefit plan ( e.g., 401(K) account). To the extent Executive is governed by any severance plan, program or policy which the Company has in effect now or may adopt in the future, Executive shall be entitled to receive only the greater of the severance benefits available to him under any such plan, program or policy, or under this Employment Agreement.

6.2    Severance Benefits.

(a)    Benefits. If, within one (1) year after the Effective Date, Executive’s employment with the Company is terminated without Cause or Executive resigns his employment for any or no reason (each a “Covered Termination”), the Company shall pay Executive, as severance, an amount equal to two (2) times the sum of (i) Executive’s annualized Base Salary in effect as of the Effective Date (i.e., $845,846), plus (ii) an amount equal to the total bonus compensation paid to Executive during the twelve (12) month period immediately preceding the Termination Date(the “Severance Payment”). The Severance Payment shall be subject to payroll withholding and deduction. (For purposes of calculating the Severance Payment, the Parties acknowledge and agree that, during the twelve (12) month period immediately prior to Date of this Employment Agreement, Executive received the bonus compensation set forth in Exhibit B hereto.) To the extent provided by the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”) and by the Company’s then-current group health insurance policies, provided Executive timely elects continued health insurance coverage pursuant to the governing COBRA laws and the terms of the applicable health insurance plans, as a further severance benefit, the Company will pay directly to the applicable insurance carrier all COBRA premiums necessary to continue Executive’s health insurance coverage as of the Termination Date (including dependent coverage, if applicable) in effect for eighteen (18) months after the Termination Date (the “COBRA Reimbursement”). In addition, the Company shall, at the end of such eighteen (18) month period, pay directly to Executive a lump sum equal to six (6) times the then most recent monthly COBRA premium paid by Company to the applicable insurance carrier (the “Additional Health Reimbursement”). The COBRA Reimbursement and the Additional Health Reimbursement shall be reported for tax purposes as earnings. The Additional Health Reimbursement shall be subject to payroll withholding and deduction. The Executive shall at his discretion be allowed to receive the Severance Payment shall be paid in a lump sum or as salary and benefits continuation in bi-weekly installments. If the Executive chooses to be paid in a lump sum, such amount, less applicable withholdings and deductions, will be paid within ten (10) business days after Executive provides the Company with an effective Release, as required under Section 6.2(d) below. If the Executive chooses to be paid in salary continuation, then the Severance Payment, less applicable withholdings and deductions, will be paid in bi-weekly installments over the applicable 52 week or 104 week period after the Executive provides the Company with an effective Release, as required under Section 6.2(d) below.

(b)    Cause . For purposes of this Employment Agreement, “Cause” to terminate Executive’s employment shall mean any of the following: (i) Executive’s conviction of, a guilty plea with respect to, or a plea of nolo contendere to, a charge that Executive has committed a felony under the laws of the United States or of any state; (ii) willful and material breach of Executive’s obligations under any written agreement between Executive and the Company, including without limitation this Employment Agreement and the Confidential Information Agreement; (iii) Executive’s willful misconduct, material failure or refusal to perform his job duties, or gross neglect of his duties, provided that such unsatisfactory performance, if reasonably susceptible of cure, has not been cured within thirty (30) days following Executive’s receipt of written notice from the Company specifying the particulars of the conduct constituting Cause; and (iv) Executive’s engagement in any activity that constitutes a material conflict of interest with the Company, the Parent or any of their affiliated entities. Termination of Executive’s employment because of Executive’s death or certified disability (which disability renders Executive unable to perform the essential duties of his position with or without reasonable accommodation for sixty (60) consecutive days or a total of one hundred and twenty (120) days in any twelve (12) month period) shall not   constitute “Cause” for termination under this Employment Agreement. No act, nor failure to act, on the Executive’s part, shall be considered “willful” unless he has acted or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to take action was in the best interests of the Company.

(c)    Release And Other Requirements. Executive must provide the Company with an effective general release of claims in substantially the form attached hereto as Exhibit B (the “ Release ”) as a precondition to receiving the Severance Payment or COBRA Reimbursement (together, the “ Severance Benefits ”). Executive further understands and agrees that, if Executive materially breaches his obligations under the Confidential Information Agreement or that certain Noncompetition Agreement entered into by the Executive on behalf of the Company, the Parent and certain other Indemnitees on the date hereof (the “ Noncompetition Agreement ”), and such material breach, if reasonably susceptible of cure, has not been cured within thirty (30) days following Executive’s receipt of written notice from the Company specifying the particulars of the conduct constituting a material breach of either such agreement, then in addition (and without prejudice) to all other remedies and relief available to the Company; (i) Executive shall be eligible to receive only $100.00 of total Severance Benefits available under this Employment Agreement, (ii) Executive’s entitlement to all other severance benefits, including any unpaid balance of Severance Benefits, shall immediately terminate; (iii) if the Severance Benefits have already been paid to Executive, Executive agrees to immediately remit to the Company the gross amount of all Severance Benefits paid or otherwise provided to him except for $100.00; and (iv) Executive’s Release shall remain in full force and effect, notwithstanding the reduction in Severance Benefits. No breach by Executive of the Confidential Information Agreement shall be considered “material” for purposes of the immediately preceding sentence unless it is reasonably foreseeable that the breach could result in material competitive harm to the Company or Executive has acted or failed to act, either intentionally or with an absence of good faith or with substantial lack of concern for his compliance with Confidential Information Agreement.

6.3    Deferred Compensation. Because of the uncertainty of the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), to payment of the Severance Benefits, Executive and the Company hereby agree that if any Severance Benefits are subject to the provisions of Section 409A of the Code by reason of this Employment Agreement, or any part thereof, being considered a “nonqualified deferred compensation plan” pursuant to Section 409A of the Code, then such payments shall be made in accordance with, and this Employment Agreement shall be amended to comply with, Section 409A of the Code, including, without limitation, any necessary delay of six (6) months applicable to payment of deferred compensation to a “specified employee” (as defined in Section 409A(2)(B)(i) of the Code) upon separation from service.

7.    Dispute Resolution. 

7.1    Mandatory Arbitration. To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company ag