ex1030.htm


     

    EXHIBIT
10.30      

      FIRST
AMENDMENT TO

      SUPPLEMENTAL
EMPLOYMENT TERMS AGREEMENT

      


      This
First Amendment to Supplemental Employment Terms Agreement (this “Amendment”) is
made by and between ___________________ (the “Employee”) and California Micro
Devices Corporation, a Delaware corporation (the "Company") (collectively the
“Parties”), effective as of February 6, 2008.  It amends the
Supplemental Employment Terms Agreement (the “Original Agreement”) the Parties
made effective as of November 9, 2006.

      


      Purpose

      


      The
Parties wish to amend the Original Agreement to allow Employee to exercise
options that are accelerated under the Original Agreement for twelve months
after employment termination instead of three months.  The Parties
also wish to evidence Employee’s acquiescence to certain amendments made to the
Company’s Executive Severance Program, which were primarily responsive to the
Section 409(A) regulations promulgated by the IRS.

      


      Agreement

      


      In
order to accomplish the purpose set forth above, the Parties hereby agree as
follows:

      


      1.  Section
3 of the Original Agreement is hereby amended to read in full as
follows:

      


      “If
Employee’s Company stock options have been assumed by the successor corporation
to the Company in a Change of Control and within the twelve
(12)  months following a Change of Control (as defined in Exhibit A)
the Employee’s employment has ceased in a manner such that Employee has been
determined eligible to receive benefits under the Company’s Executive Severance
Program, then (a) for purposes only of determining the number of shares as to
which each of Employee’s assumed Company stock options are exercisable (vested),
Employee’s employment shall be deemed to have terminated ___ year(s) subsequent
to the actual date of employment termination and (b) the Employee shall have
twelve (12) months instead of three (3) months from the date of employment
termination, but not longer than the term of the option, to exercise Employee’s
stock options.  The terms and conditions of such options, including
method of exercise, shall govern, unimpacted by this Agreement.

      


      In
addition, if the Employee’s employment has ceased in a manner such that Employee
has been determined eligible to receive benefits under the Company’s Executive
Severance Program after the board of directors has approved either a letter of
intent or a term sheet to effect a transaction that would constitute a Change in
Control but before the closing of such transaction, and if such closing occurs
within four (4) months of such employment termination and if the successor
corporation to the Company assumes the Company’s stock options, then the term of
Employee’s options will be extended until  twelve (12) months from the
date of such employment termination (but not beyond the term of the
option).  During such time of extension, Employee’s options shall be
exercisable for the shares vested on the date of employment termination and for
the incremental shares they would have been exercisable for had Employee’s
employment been deemed to have been terminated ___ year(s) subsequent to the
actual date of employment termination.”

       


      
        
           


        

        
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      2.  The
Employee and Company acknowledge and agree that the Company’s Executive
Severance Program has been duly amended as provided in Exhibit A.

       

      3.  This
Amendment, which is governed by California law, comprises the entire agreement
and understanding of the Parties concerning its subject matter, superseding all
prior and concurrent agreements concerning such subject matter other than the
Original Agreement, which remains in full force and effect with its terms and
conditions unchanged except as expressly provided in Sections 1 and 2
above.

       

      Authorized
Signatures

      


      In
order to bind themselves to this First Amendment to Supplemental Employment
Terms Agreement, the Employee and a duly authorized representative of the
Company have signed their names below on the dates indicated.

      


      
        	
                The
      Employee

              	
                The
      Company

              
	 
      	
                California
      Micro Devices Corporation

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                 

                  
      ___________________________________

              	
                 

                By___________________________________

              
	
                          Signature

              	
                       Signature

                 

              
	 
      	 
      
	
                Printed
      Name___________________________

              	
                Printed
      Name___________________________

              
	 
      	 
      
	
                Date
      Executed:  February __, 2008

              	
                Date
      Executed:  February __,
2008

              


      

      


       


      
        
           


        

        
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      Exhibit
A

       

      Executive
Severance Program, as Amended

       

      See
Attached

       

       

       

       

       

       

       

       

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