CHANGE OF CONTROL SEVERANCE AGREEMENT

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Exhibit 10.5

CHANGE OF CONTROL SEVERANCE AGREEMENT

CHANGE OF CONTROL SEVERANCE AGREEMENT ("AGREEMENT"), dated as of July 28,

2006 (the "EFFECTIVE DATE") by and between AMIS Holdings, Inc., a Delaware

corporation (the "COMPANY"), and ____________ ("EXECUTIVE").

WHEREAS, the Company employs the Executive as its _______________; and

WHEREAS the Company and the Executive wish to enter into an agreement

specifying the benefits the Executive will receive in certain circumstances

relating to a Change of Control;

NOW THEREFORE, in consideration of the foregoing and of the mutual

covenants and agreements of the parties set forth in this Agreement, and of

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto, intending to be legally bound, agree as

follows:

ARTICLE 1

TERM AND NATURE OF AGREEMENT

Section 1.01 Term. This Agreement shall expire on December 31, 2007 (the

"TERM").

Section 1.02 Employment. Executive and the Company acknowledge that either

party may terminate this employment relationship at any time and for any or no

reason, provided that each party complies with the terms of this Agreement.

ARTICLE 2

Section 2.01 Certain Events. (a) A "QUALIFYING EVENT" means the INVOLUNTARY

TERMINATION OF EXECUTIVE'S EMPLOYMENT other than (x) for Cause, or (y) by reason

of Executive's death or Disability. The Executive shall be entitled to the

following benefits (the "CHANGE OF CONTROL SEVERANCE BENEFITS") upon a

Qualifying Event that occurs at any time within ninety days prior to or two

years after a Change of Control (a "CHANGE OF CONTROL SEVERANCE"):

(a) The Company shall pay Executive as soon as practicable a lump sum, in

cash, equal to Executive's earned but unpaid base salary and other vested but

unpaid cash entitlements for the period through and including the date of

termination of Executive's employment, including unused earned vacation pay and

unreimbursed documented business expenses (collectively "ACCRUED COMPENSATION").

In addition, Executive shall be entitled to any other vested benefits earned by

Executive for the period through and including the date of termination of

Executive's employment under any other employee benefit plans and arrangements

maintained by the Company, in accordance with the terms of such plans and

arrangements, except as modified herein (collectively "ACCRUED BENEFITS");

(b) The Company shall pay Executive a cash payment in an amount equal to

the sum of (i) nine-twelfths (9/12) of the Executive's annual base salary in

effect immediately prior to such

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Qualifying Event, (ii) nine-twelfths (9/12) of the Executive's Target Bonus

Opportunity for the year in which the Qualifying Event occurs, and (iii) an

amount equal to the cost to the Executive to purchase COBRA benefits for the

eighteen month period after the date of the Change of Control Severance.

(c) Fifty percent of all of the Executive's unvested Options shall become

100% vested on the date of such termination.

Section 2.02 Change of Control Project Bonus. In the event of a Change of

Control, provided that the Executive remains in the Company's employ as of the

day prior to Effective Date of the Change of Control, the Company will pay the

Executive a cash payment in an amount equal to three-twelfths (3/12) of the

Executive's annual base salary in effect immediately prior to the Change of

Control. This amount will be paid promptly after the Change of Control.

Section 2.03 Resignation of Corporate Offices; Reasonable Assistance.

Executive will resign Executive's office, if any, as a director, officer or

trustee of the Company, its subsidiaries or affiliates and of any other

corporation or trust of which Executive serves as such at the request of the

Company, effective as of the date of termination of employment. Executive

further agrees that, if requested by the Company or the surviving company

following a Change of Control, Executive will continue his employment with the

Company or the surviving company for a period of up to six months following the

Change of Control in any capacity requested, consistent with Executive's area of

expertise, provided that the Executive receives the same salary and

substantially the same benefits as in effect prior to the Change of Control.

Executive agrees to provide the Company such written resignation(s) and

assistance upon request and that no severance will be paid until after such

resignation(s) or services are provided.

Section 2.04 Payment. The receipt of the Change of Control Severance

Benefits (other than Accrued Compensation and Accrued Benefits and the amount

stated in Section 2.02 above) shall be conditioned on (i) the effectiveness of a

general release of claims by the Executive in a form reasonably acceptable to

the Company, and (ii) the Executive's compliance with all of the conditions and

requirements stated herein. Said sum shall be paid to the Executive as soon as

practicable after the requirements for payment have been satisfied; provided

that the Company may make such payments on a different schedule to comply with

Section 409A of the Code.

ARTICLE 3

ASSIGNMENT

Section 3.01 Assignment by Executive. This Agreement shall inure to the

benefit of and be enforceable by Executive's personal or legal representatives,

executors, administrators, successors, heirs, distributees, devisees, and

legatees. If Executive should die or become disabled while any amount is owed

but unpaid to Executive hereunder, all such amounts, unless otherwise provided

herein, shall be paid to Executive's devisee, legatee, legal guardian or other

designee, or if there is no such designee, to Executive's estate. Executive's

rights hereunder shall not otherwise be assignable.

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ARTICLE 4

MISCELLANEOUS

Section 4.01 Notices. Any notice required to be delivered hereunder shall

be in writing and shall be addressed

if to the Company, to:

AMIS Holdings, Inc.

2300 Buckskin Road

Pocatello, Idaho 83201

Fax: 208-234-6841

Attn: Chief Executive Officer

With a copy to:

AMIS Holdings, Inc.

2300 Buckskin Road

Pocatello, Idaho 83201

Fax: 208-234-6935

Attn: Chairman of the Compensation Committee of the Board of Directors

if to Executive, to Executive's last known address as reflected on the

books and records of the Company; or, in each case, to such other address as

such party may hereafter specify for the purpose by written notice to the other

party hereto. Any such notice shall be deemed received on the date of receipt by

the recipient thereof if received prior to 5:00 p.m. in the place of receipt and

such day is a business day in the place of receipt. Otherwise, any such notice

shall be deemed not to have been received until the next succeeding business day

in the place of receipt.

Section 4.02 Dispute Resolution. (a) Each of Executive and the Company

shall have the right and option to elect (in lieu of litigation) to have any

dispute or controversy arising under or in connection with this Agreement

settled by arbitration, conducted before a panel of three arbitrators sitting in

a location in Delaware, in accordance with the rules of the American Arbitration

Association then in effect. Executive's election to arbitrate, as herein

provided, and the decision of the arbitrators in that proceeding, shall be

binding on the Company and Executive. Judgment may be entered on the award of

the arbitrator in any court having jurisdiction.

(b) Each party shall pay its own expenses of such arbitration or litigation

and all common expenses of such arbitration or litigation shall be borne equally

by Executive and the Company. Each party to an arbitration or litigation

hereunder shall be responsible for the payment of its own attorneys' fees.

Section 4.03 Unfunded Agreement. The obligations of the Company under this

Agreement represent an unsecured, unfunded promise to pay benefits to Executive

and/or Executive's beneficiaries, and shall not entitle Executive or such

beneficiaries to a preferential

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claim to any asset of the Company.

Section 4.04 Non-Exclusivity of Benefi