Exhibit 10.17
April 3, 2006
Nick Antonopoulos
4355 Montmorency Court
San Jose, CA 95118
Dear Nick:
ZiLOG, Inc. (“ZiLOG or
the “Company”) is pleased to offer you the assignment
of Executive Vice President Worldwide Sales, reporting to Jim
Thorburn, Chief Executive Officer. You will be an Executive Officer
of the Company and therefore subject to Section 16 of the
Securities Exchange Act of 1934.
Your salary will be $20,833.33 per
month which equates approximately to an annual salary of $250,000
and a monthly car allowance of $550 per month. All payments per
this paragraph are gross before applicable taxes and required
withholdings.
ZiLOG is offering you a guaranteed
bonus, in lieu of your incentive plan for your first six months of
continuous full-time regular employment in the amount of $87,500.00
which is 70% of your base salary. This will be paid out in two
payments of $43,750. The first payment of $43,750 will be paid
following your first three months of employment and your second
payment of $43,750 will be paid following the first six months of
employment. All normal statutory tax deductions and other
withholdings will be deducted from these payments.
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1st Payout
After first 3 Months
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2nd Payout
After first 6 Months
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Total
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$43,750.00
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$43,750.00
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$87,500.00
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Note: This payout guarantee
has the following stipulations. It will be pro-rated based on any
leave of absence. It will not be paid out if any gross mis-conduct
or other “for cause” termination results. The payout
will be calculated based on the annual salary in this offer letter
dated April 3, 2006. All amounts are less any applicable taxes
and other required withholdings. You must be a full-time regular
employee with continuous employment at the end of the first three
months of employment to receive the first payout and at the end of
the first six months of employment to receive the second
payout.
Following your first six-month
period of employment, you will then become eligible to participate
in the ZiLOG Incentive Program. Your incentive rate will be 60% of
“earned” base pay at the 100% target level which will
be paid out quarterly based on achieving certain revenue and design
win targets. You will receive a separate letter formalizing the
details of this incentive plan once you become eligible to
participate.
The Company will recommend to its
Board of Directors to grant you the following:
1.) At a
Compensation Committee meeting, the Company
