ex1031.htm


     

     

    EXHIBIT
10.31     

     

    CALIFORNIA
MICRO DEVICES CORPORATION

    EXECUTIVE
SEVERANCE PLAN

    AND
SUMMARY PLAN DESCRIPTION

    


    


    California
Micro Devices Corporation, a Delaware corporation (the “Company”), establishes
the California Micro Devices Corporation Executive Severance Plan (the “Plan”),
effective as of November 9, 2006 (the “Effective Date”),
to provide severance benefits to certain eligible employees whose employment
with the Company is terminated.  The Plan was amended on February 6,
2008.

    


    The
Plan is designed to be an unfunded “employee welfare benefit plan,” as defined
in Section 3(1) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), and, accordingly, the Plan is governed by
ERISA.  This document constitutes both the official plan document and
the required summary plan description under ERISA.

    


    


    I.           ELIGIBILITY
FOR BENEFITS

    


    You
will be eligible for severance benefits under the Plan if your employment with
the Company has ceased and:

    


    
      	
              ·  

            	
              you
      are a party to an agreement by and between you and the Company entitled a
      “Supplemental Employment Terms Agreement” which has been executed on
      behalf of the Company by an authorized officer other than
      yourself;

            


    

    


    
      	
              ·  

            	
              you
      remain actively employed with the Company from the effective date of your
      Supplemental Employment Terms Agreement until your designated termination
      date;

            


    

    


    
      	
              ·  

            	
              you
      execute a release of claims in favor of the Company within 60 days of your
      termination of employment (or within such shorter period reasonably
      required by the Company), the form of which is acceptable to the Company
      at such time, and do not revoke the release within the time mandated under
      applicable state and/or Federal law, and such release must become
      effective in accordance with its terms (the “Release”);
  and

            


    

    


    
      	
              ·  

            	
              either:

            


    

    


    · you
resign from the Company with Good Reason (for this purpose, “Good Reason”
means:  (i) any failure by the Company to comply with the material
terms of your Supplemental Employment Terms Agreement, (ii) any request by the
Company that you perform any act which is illegal, (iii) a material reduction of
your Base Pay (as defined below), except that neither a reduction proportionate
to reductions imposed on all other members of the Company’s executive management
as part of a cost reduction effort nor a reduction of your Base Pay due to a
change of duties as a result of disability will be a Good Reason for
termination, (iv) a material reduction in your bonus opportunity after adoption
of a bonus plan for the then-current fiscal year which (a) would result in a
material reduction in your expected overall compensation,


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    (b)
is made following a Change in Control (as defined in your Supplemental
Employment Terms Agreement), and (c) is not imposed on all other members of the
Company’s executive management, (v) relocation of the Company by more than fifty
(50) miles from its current Milpitas location, (vi) the assignment to you of
duties which are inconsistent with your position, education, and experience, or
(vii) any material reduction in your duties, provided that—for eligible
employees other than the Chief Executive Officer and the Chief Financial
Officer3⁄4following a
Change of Control, it shall not be a reduction of duties if you retain your
duties as to the Company’s business as operated prior to the Change of Control
although you do not have such duties as to the balance of the successor
corporation’s business) and provided further that for the Company’s Chief
Financial Officer, even if s/he becomes the Chief Financial Officer of the
surviving entity following a Change in Control, it shall be a material reduction
in duties if s/he does not report directly to the Chief Executive Officer of the
surviving entity following the Change in Control.  You shall give
notice to the Company of your intent to resign for one of the Good Reasons
listed above not later than one (1) month after the occurrence of the
circumstances giving rise to the claim of Good Reason, detailing such Good
Reason with specificity.  If the Company does not remedy the situation
so as to eliminate the Good Reason within thirty (30) days of receiving such
notice, then your resignation from the Company within the one (1) month period
beginning with the delivery of the notice shall be deemed a resignation for Good
Reason; or

    


    · your
employment with the Company is terminated by the Company without Cause (for this purpose,
“Cause” means:  (i) dishonesty, breach of loyalty or breach of
fiduciary duty, (ii) theft, embezzlement or fraud by you or falsification of any
Company document or record, or your involvement in any other scheme or
conspiracy pursuant to which the Company has lost or could reasonably be
expected to lose assets to you or to others calculated by you to receive such
assets, (iii) use or abuse of alcohol or drugs on the job (except reasonable
consumption of alcohol for business-related purposes), (iv) unexplained or
excessive absences from work, (v) employment-related misconduct by you, such as
and including sexual harassment, threats of harm or acts of physical violence
toward employees, customers, contractors, consultants or suppliers of the
Company, or any form of unlawful discrimination against any person or group of
persons, (vi) conviction (including, but not limited to, any plea of guilty or
nolo contendere) of any criminal act which impairs your ability to perform your
duties with the Company or any criminal act involving moral turpitude or any
criminal act involving a felony, unless state or Federal law specifically
prohibits consideration of the conviction in employment decisions, (vii) refusal
to act in accordance with a lawful and good faith direction of the Company’s
Chief Executive Officer (except in the instance where the Chief Executive
Officer’s termination of employment is at issue) or Board of Directors, or
acting in a manner which exceeds the scope of your authority, as specifically
delegated in writing from time to time by the Company’s Chief Executive Officer
(except in the instance where the Chief Executive Officer’s termination of
employment is at issue) or the Company’s Board of Directors, which act or
refusal to act is not inadvertent or the result of a failed good faith effort to
comply but rather is knowing, intentional or willful (viii) breach of the terms
or conditions of your Confidentiality and Intellectual Property Agreement with
the Company, a material corporation policy (such as insider trading,
communications, ethics), or the material duties and obligations in the Company’s
employment manual, which breach is not curable, or if curable is not cured
within two (2) weeks after the Company has given you written notice of the
breach, or (ix) inducement of any customer, consultant, employee or supplier of
the Company to breach any contract with the Company or cease its business
relationship with the Company); and


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    


    
      	
              ·  

            	
              you
      are not in one of the excluded categories listed
  below.

            


    

    


    However,
you will cease to be eligible to receive severance benefits under the Plan
if:

    


    
      	
              ·  

            	
              you
      directly or indirectly (i) hire or solicit, or attempt to hire or solicit,
      any employee, independent contractor, or consultant of the Company to
      perform services elsewhere, including without limitation, advising,
      aiding, assisting, or otherwise participating in the hiring process, for
      example by interviewing or providing references as to such person, (ii)
      render services related to the design, development, manufacture, or
      marketing of application specific analog semiconductor products which are
      competitive with those offered by the Company for the mobile handset,
      personal computer and digital consumer electronics markets, including
      application specific integrated passive devices providing ESD and/or EMI
      protection, and selected high value mixed signal ICs which are competitive
      with those offered by the Company, including display controllers, or work
      for any other trade or business with a line of business directly
      competitive with the Company in that line of business which is directly
      competitive, or (iii)  take away, or attempt to  take
      away, any customer of the Company or divert or reduce, or attempt to
      divert or reduce, the business which the Company does with such customer;
      or

            


    

    


    
      	
              ·  

            	
              you
      violate the terms of the Supplemental Employment Terms Agreement or any
      other agreement entered into by and between you and the Company;
      or

            


    

    


    
      	
              ·  

            	
              you
      refuse to provide Continued Assistance to the Company after your
      termination of employment and during the term in which you receive
      severance benefits hereunder (for this purpose, “Continued Assistance”
      means that you agree to respond, with reasonable notice, to reasonable
      request for information and to provide reasonable levels of assistance on
      issues related to your work with the Company without further Base Pay (as
      defined below) or compensation, such assistance shall not exceed eight (8)
      hours during the first week following your termination, four (4) hours per
      week during the next four (4) weeks and four (4) hours per month
      thereafter).

            


    

    


    


    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

    II.           SEVERANCE
BENEFITS

    


    If
you are eligible for severance benefits under the Plan, you will receive those
benefits in monthly cash installments.  However, if a delay is
necessary (for example, as a result of the rescission period for the Release),
then you will receive a one-time catch-up payment following the period of delay
and each subsequent payment will be made in accordance with the original
installment schedule.  Furthermore, as set forth in Part III below, a
delay may be necessary under Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), and the regulations issued thereunder so as to avoid
such payments being taxable under Code Section 409A(a)(1)(B).

    


    Notwithstanding
the foregoing, if an eligible employee receives benefits under an agreement or
plan which provides for a reduction, offset or decrease in the amount of
severance benefits and/or pay payable hereunder to such eligible employee under
certain circumstances, then the amount of severance benefits and/or pay
specified in this Section shall be reduced by any such specified amount under
such circumstances as so provided in such agreement or plan.

    


    


    SEVERANCE
PAY

    


    Once
you meet (and for so long as you continue to meet) the eligibility requirements
in Part I, you will receive the following months of Base Pay:

    


    
      	
              ·  

            	
              for
      the Chief Executive Officer, twelve (12) months of Base Pay or, in the
      case of a Change in Control (as defined in the Supplemental Employment
      Terms Agreement), twenty-four (24) months of Base
  Pay;

            


    

    


    
      	
              ·  

            	
              for
      the Chief Financial Officer, nine (9) months of Base Pay;
    or

            


    

    


    
      	
              ·  

            	
              for
      all other eligible employees, six (6) months of Base
  Pay.

            


    

    


    “Base
Pay” generally means one-twelfth (1/12) of your
base salary in a normal month as of the time that your employment with the
Company terminates.  “Base Pay” does not include, for example,
overtime, bonuses, commissions, shift premiums or differentials, compensation
associated with employee stock options, reimbursements, sales commission awards,
employee benefits, expense allowances, or any other incidental or additional
compensation.  Severance pay shall be made less any and all applicable
deductions and withholdings, required and/or permitted by applicable
law.

    


    COBRA

    


    If
you are eligible, then you may elect to receive your existing group health
continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (“COBRA”), as provided by the Company’s group health
plans.  A separate election form and notice outlining continuation
coverage under COBRA will be provided to each employee (and his/her eligible
dependent(s)) who is eligible for COBRA continuation coverage and must be timely
returned if you (and/or your eligible dependent(s)) wish to enroll in COBRA
continuation coverage; you (and/or your eligible dependent(s)) are solely
responsible for the completion of all requisite forms and for the timely
remittance of all premium contributions.


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    


    If
you so elect and pay to continue health insurance under COBRA, then the Company
will reimburse you, as an eligible employee, in an amount equal to the amount
the Company was paying as the Company-portion of premium contributions for your
health coverage immediately before your termination of employment, until the
earlier of:  (i) the end of the period that you receive severance
installments starting the next calendar month after your termination of
employment with the Company; or (ii) the date you lose eligibility for COBRA
continuation coverage because you become eligible for group coverage from
another employer.  You, the employee (and/or your eligible
dependent(s)), shall have an obligation to inform the Company if you/he/she is
no longer eligible for COBRA continuation coverage, as is generally the case
when the employee receives group coverage from another employer while receiving
COBRA continuation coverage.  Any increase in the premium contribution
and/or in the number of covered dependents by you during this time will be at
your own expense.  The period of such Company-reimbursed COBRA
continuation coverage shall be considered part of your (and your eligible
dependents’) COBRA coverage entitlement period, and will, for tax purposes, be
considered taxable income to you.

    


    


    III.           GENERAL
INFORMATION

    


    Plan
Administration. As the Plan
Administrator, the Company has full discretionary authority to administer and
interpret the Plan, including discretionary authority to determine eligibility
for participation and for benefits under the Plan, the amount of benefits (if
any) payable per eligible employee, and to interpret ambiguous
terms.  Any authorized delegate acting on behalf of the Plan
Administrator shall have full discretionary authority to carry out the Plan
Administrator’s delegated duties.  Any determination by the Plan
Administrator or its authorized delegate(s) will be final and binding upon all
persons.  The Company will indemnify and hold harmless all authorized
delegates for carrying out the responsibilities of the Plan Administrator;
provided, however, that such person(s) do(es) not act with gross negligence or
willful misconduct, or in willful violation of the law.

    


    Payment of Severance
Benefits; Compliance with Code Section 409A. When severance benefits
are due, they will be paid from the general assets of the Company.  As
previously stated, this Plan is intended to be an “employee welfare benefit
plan” under ERISA; accordingly, in order to ensure that this Plan does not
constitute an “employee pension benefit plan” under ERISA, the following
additional restriction applies to the maximum severance amount: (i) in no event
will the total amount of such payments exceed two (2) times your annual
compensation during the year immediately preceding your termination date, and
(ii) all payments under the Plan shall be completed within twenty-four (24)
months of your termination date.

    


    The
expenses of operating and administering the Plan shall be borne entirely by the
Company.

    


    To
the fullest extent applicable, amounts and other benefits payable under the Plan
are intended to be exempt from the definition of “nonqualified deferred
compensation” under Section 409A of the Code in accordance with one or more of
the exemptions available under the applicable guidance under Section
409A.  In this regard, each payment under the Plan that is made in a
series of scheduled installments shall be deemed a separate payment for purposes
of Code section 409A.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    


    To
the extent that any amounts or benefits payable under the Plan are or become
subject to Section 409A due to a failure to qualify for an exemption from the
definition of nonqualified deferred compensation, the Plan is intended to comply
with the applicable requirements of  Section 409A with respect to such
amounts or benefits.  The Plan shall be interpreted and administered
to the extent possible in a manner consistent with the foregoing statement of
intent.

    In
each case where the Plan provides for the payment of an amount that constitutes
nonqualified deferred compensation under Section 409A to be made to you within a
designated period (e.g., within 60 days after the date of termination) and such
period begins and ends in different calendar years, the exact payment date
within such range shall be determined by the Company, in its sole discretion,
and you shall have no right to designate the year in which the payment shall be
made.

    


    Notwithstanding
anything in the Plan or elsewhere to the contrary, so long as the Company is a
public company on your date of termination and you are a “specified employee”
(within the meaning of Section 409A of the Code, as determined by the Company’s
Compensation Committee) on such date, and the Company reasonably determines that
any amount or other benefit payable under the Plan on account of your separation
from service, within the meaning of Section 409A, constitutes nonqualified
deferred compensation that will subject you to “additional tax” under Section
409A(a)(1)(B) (together with any interest or penalties imposed with respect to,
or in connection with, such tax, a “409A Tax”) with respect to the payment of
such amount or the provision of such benefit if paid or provided at the time
specified in Plan, then the payment or provision thereof shall be postponed to
the first business day of the seventh month following the date of termination
or, if earlier, the date of your death (the “Delayed Payment Date”). The Company
and you may agree to take other actions to avoid the imposition of a 409A Tax at
such time and in such manner as permitted under Section 409A.  In the
event that the Section 409A requires a delay of any payment, such payment shall
be accumulated and paid in a single lump sum on the Delayed Payment Date,
without interest.

    


    Your
date of termination for purposes of determining the date that any payment or
benefit that is treated as nonqualified deferred compensation under Section 409A
is to be paid or provided (or in determining whether an exemption to such
treatment applies), and for purposes of determining whether you are a “specified
employee” on the date of termination, shall be the date on which you have
incurred a “separation from service” within the meaning of applicable guidance
under Section 409A.

    


    Other Terms and
Conditions.  The Company is not required to establish a trust
to fund the Plan.  The benefits provided under this Plan are not
assignable and may be conditioned upon other agreements that you have entered
into with the Company or upon your compliance with any Company policy or
program.

    


    Taxes and
Withholdings. Notwithstanding any
other provision of the Plan, all severance benefits shall be reduced by any
applicable Federal, state, or local tax withholdings and any applicable payroll
deductions, as required and/or permitted by law.  If the employee is
indebted to the Company at his/her termination date, then the Company reserves
the right to offset any severance benefits payable under the Plan by the amount
of such indebtedness to the extent permitted by law (but not below one dollar
($1.00)).


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    


    No Other Similar
Benefits.  The severance benefits
provided by the Plan are in lieu of any other severance benefits provided by the
Company under any other applicable practice or policy.  This Plan
expressly supersedes any and all other group severance and salary continuation
plans, arrangements, practices or policies applicable to an
eligible employee who receives notice hereunder.  If an eligible
employee has a written employment agreement which provides for severance
benefits (other than option acceleration which is not addressed in this Plan),
that employee shall receive the greater of the severance benefits under his/her
employment agreement or under this Plan, but shall not receive
both.

    


    Set-Off; Termination of
Severance Benefits. The benefits provided
under this Plan are intended to satisfy any and all statutory obligations that
may arise out of your involuntary termination of employment, including, without
limitation, the obligations of the Company (or its affiliates) under the Federal
Worker Adjustment and Retraining Notification (“WARN”) Act or a similar state
law (collectively, the “WARN Act”).  In the event that an eligible
employee’s termination is deemed covered by the WARN Act, the benefits payable
under the Plan shall be reduced and offset (but not below zero (0)) by an amount
equal to up to sixty (60)-days’ pay and benefits.  In the event that
the severance benefits hereunder are used to satisfy such statutory
obligation(s), then the consideration for the Release will also be reduced
accordingly.  The Plan Administrator shall construe and interpret the
terms and conditions of the Plan in order to comply with such
intention.

    


    Limitation of
Transferability. The interest of any
employee in the severance benefits described in this Plan may not be sold,
assigned, transferred or otherwise disposed of in any way, and any attempted
sale, assignment, transfer or other disposition shall be null and
void.  If an employee attempts to sell, assign, transfer or otherwise
encumber his/her rights or interest in the Plan, then such act will be treated
as an election by the employee not be eligible to participate in the
Plan.

    


    Claims and Review
Procedures. If you (or your
beneficiary or authorized representative) believe that you are incorrectly
denied a benefit or that have not received the proper benefit under the Plan,
then you may submit a signed, written application to the Plan Administrator
within ninety (90) days of the expiration date of the revocation period for the
Release mandated by state or Federal law.  When you submit such
application, you may indicate that you wish accelerated resolution in which case
the time periods and process shown in brackets in the three below paragraphs
shall apply rather than those not shown in brackets.

    


    The
Plan Administrator will review the claim and notify you of its decision in
writing or electronically within ninety (90) days [fourteen (14) days if
accelerated resolution] after the claim is received (or within one hundred
eighty (180) days [fourteen (14) days if accelerated resolution] after such
receipt if special circumstances require an extension of time for processing the
claim). If the Plan
Administrator denies your claim, in whole or in part, then the Plan
Administrator’s notice will state:  (i) specific reason(s) for the
denial, (ii)
reference to the specific Plan provision(s) on which the denial is based, (iii) description of any
material or information necessary for you to perfect the claim, and an
explanation of why such material or information is necessary, (iv) a statement
that you will be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other information (except to the
extent legally-privileged) relevant to your claim, and (v) explanation of how
you may appeal the denial of your claim, and the time limits applicable to such
procedures, including a statement of your right to bring a civil action under
ERISA Section 502(a) following an adverse decision under review (as discussed
below).


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    


    You
(or your beneficiary or authorized representative) will have sixty (60) days
from receipt of the written notification of the denial of your claim to file a
signed, written request for a review of the denial with the Plan
Administrator.  This request should include the reason(s) that you are
requesting a review, facts supporting your request, and any other relevant
information and/or documents.  Pursuant to its discretionary authority
to administer and interpret the Plan and to determine eligibility for benefits
under the Plan, the Plan Administrator will generally furnish you with a final
written or electronic decision within sixty (60) days [fourteen (14) days if
accelerated resolution] of receipt after your request for review (or within one
hundred twenty (120) days [fourteen (14) days if accelerated resolution] after
such receipt if special circumstances require an extension of time for
processing the claim).

    


    If
the Plan Administrator denies your appeal in whole or in part, then the Plan
Administrator will provide you with an explanation of the subsequent denial,
this explanation will include a statement regarding your right to bring a civil
action under ERISA Section 502(a).  Pursuant to this Plan and
applicable law, no legal action for benefits under the Plan may be brought until
this claims procedure has been exhausted.  In addition, no action in
law or equity shall be brought more than one (1) year after the Plan
Administrator’s affirmation of a denial of the claim or, if earlier, more than
four (4) years after the facts or events giving rise to the employee’s
allegation(s) or claim(s) first occurred under the Plan.  [If
accelerated resolution has been elected, then the arbitration provision of
Exhibit B of your Supplemental Employment Terms Agreement with the Company shall
apply in lieu of your ability to bring an action in law or equity unless there
has been a Change of Control, in which case you may choose either arbitration or
litigation (and the Company shall be bound by such choice).]

    


    Address and Notice.
 You must file in
writing with the Plan Administrator and the Company your mailing address when
requested to do so.  A communication, statement, or notice addressed
to you at your last known mailing address as filed with the Plan Administrator
and/or the Company will be binding on you for all purposes under the Plan, and
neither the Company, nor the Plan Administrator shall be obligated to conduct
any further search to determine how you may be contacted.

    


    Plan Termination or
Amendment. The Plan may be amended
by the Company or the Administrator, as applicable, at any time for any reason
in any manner; provided, however, as to any employee who is a party to an
agreement with the Company entitled a “Supplemental Employment Terms
Agreement”,  the amendment shall not reduce such employee’s potential
severance benefits under the Plan unless such employee consents to such
amendment hereunder.  No agent or employee other than a duly
authorized officer of the Company has the authority to change or waive any
provision of the Plan.  The Plan may be terminated by the Company at
any time provided that such termination will not be effective as to any employee
who is a party to an agreement with the Company entitled a “Supplemental
Employment Terms Agreement” unless such employee consents to such
termination.

    


    No Right to
Employment. No provision of this
Plan is intended to provide you or any other employee with any right to continue
employment with the Company or affect the Company’s right, which right is hereby
expressly reserved, to terminate the employment of any individual at any time
for any reason, with or without cause.

    


    Governing Law and
Miscellaneous.  This Plan shall be
governed and construed in accordance with ERISA and, to the extent not preempted
by ERISA, the laws of the State California (other than the choice of law
principles).  If any provision of this Plan or the application thereof
to any individual or circumstance, is deemed invalid or unenforceable by a court
of competent jurisdiction, then the remainder of the Plan or the application of
such term or provisions to individuals or circumstances shall be valid and
enforceable to the fullest extent permitted by law.  No right
hereunder shall inure to any third party beneficiary.

    



    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    IV.           STATEMENT
OF ERISA RIGHTS

    


    As
a participant in the California Micro Devices Corporation Executive Severance
Plan (the “Plan”), you are entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).  ERISA provides that all Plan participants shall be
entitled to:

    


    Receive
Information About Your Plan and Benefits

    


    
      	
              ·  

            	
              Examine,
      without charge, at the Plan Administrator’s office and at other specified
      locations, such as worksites, all documents governing the Plan, including
      a copy of the latest annual report (Form 5500 Series)(if any) filed by the
      Plan with the U.S. Department of Labor and available at the Public
      Disclosure Room of the Employee Benefits Security
      Administration.

            


    

     

    
      	
              ·  

            	
              Obtain,
      upon written request to the Plan Administrator, copies of documents
      governing the operation of the Plan, including copies of the latest annual
      report (Form 5500 Series) (if any), and updated summary plan
      description.  The Plan Administrator may make a reasonable
      charge for the copies.

            


    

     

    
      	
              ·  

            	
              Receive
      a summary of the Plan’s annual financial report (if required to be
      filed).  The Plan Administrator is required by law to furnish
      each participant with a copy of this summary annual report (if
      filed).

            


    

     

    Continue
Group Health Plan Coverage

    


    
      	
              ·  

            	
              Please
      note that this summary plan does not address the rules governing your
      COBRA continuation coverage rights—such rules can be found in the summary
      plan description and the documents governing the group health
      plan.

            


    

     

    Prudent
Actions by Plan Fiduciaries

    


    In
addition to creating rights for Plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the Plan.  The people
who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so
prudently and in the interest of you and other Plan participants (and their
beneficiaries).  No one, including your employer, or any other person,
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a welfare benefit or exercising your rights under
ERISA.

    


    Enforce
Your Rights

    


    If
your claim for a welfare (severance) benefit is denied or ignored, in whole or
in part, you have a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial, all
within certain time schedules.


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    


    Under
ERISA, there are steps you can take to enforce the above rights.  For
instance, if you request a copy of plan documents or the latest annual report
(if any) from the Plan and do not receive them within thirty (30) days, you may
file suit in a Federal court.  In such a case, the court may require
the Plan Administrator to provide the materials and pay you up to $110 a day
until you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator.  If you have a
claim for benefits that is denied or ignored, in whole or in part, you may file
suit in a state or Federal court.  If it should happen that the Plan
fiduciaries misuse the Plan’s money (if any) or if you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court.  The court will decide
who should pay court costs and legal fees.  If you are successful, the
court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order you to pay these costs and
fees, for example, if it finds that your claim is frivolous.

    


    Assistance
with Your Questions

    


    If
you have any questions about your Plan, you should contact the Plan
Administrator.  If you have any questions about this statement or
about your rights under ERISA, or if you need assistance in obtaining documents
from the Plan Administrator, you should contact the nearest office of the
Employee Benefits Security Administration, U.S. Department of Labor, listed in
your telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington D.C. 20210.  You may also obtain
certain publications about your rights and responsibilities under ERISA by
calling the publications hotline of the Employee Benefits Security
Administration.


    
      
         


      

      
        -
10 -

        
          

        

      

      
         


      

    


    V.           ADDITIONAL
PLAN INFORMATION

    


    
      	
              Name
      of Plan:

            	
              California
      Micro Devices Corporation Executive Severance Plan

               

            
	
              Plan
      Sponsor:

            	
              California
      Micro Devices Corporation

              490
      North McCarthy Boulevard, Number 100

              Milpitas,
      California  95035-5116

               

            
	
              Employer
      Identification Number:

            	
              94-2672609

               

            
	
              Plan
      Number:

            	
              507

               

            
	
              Plan
      Year:

            	
              The
      first plan year is a short plan year from November 9, 2006 through December
      31, 2006.  Subsequent plan years are the twelve (12)-consecutive
      month calendar year.

               

            
	
              Effective
      Date:

            	
              November
      9, 2006

               

            
	
              Plan
      Administrator:

            	
              California
      Micro Devices Corporation

              490
      North McCarthy Boulevard, Number 100

              Milpitas,
      California  95035-5116

              (408)
      263-3214

               

            
	
              Agent
      for Service of Legal Process:

            	
              Legal
      process may be served on the Board of
      Directors of California Micro Devices Corporation

               

            
	
              Plan
      Costs:

            	
              Paid
      entirely by California Micro Devices Corporation as Plan
      sponsor

               

            
	
              Type
      of Plan:

            	
              Employee
      welfare benefit plan

               

            


    

    
 

    - 11 -