Exhibit 10.28
 ZILOG, INC.
2004 OMNIBUS STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
 Option Agreement Summary
 Optionee:Date of Grant:Option Exercise Price:Option Shares:Option Term:
    
    10 years from the Date of GrantVesting and Exercisability:
 Options granted to employees or other Plan participants residing outside North America
may be subject to taxation or other local restrictions. Any obligations arising from such stock
option awards, exercises or sales of stock are the sole responsibility of the participant,
including but not limited to, obligations for remittance of appropriate local income taxes (see
Section 20 of the Option Agreement).
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Number of Shares and Exercise Price
 Option Term
 Conditions of Exercise
 (a)
    
    Subject to Paragraph 5 below, the Option shall become vested and exercisable
as to , provided that the Optionee has been continuously employed by
or providing services to the Company or any Subsidiary or affiliate through each such
date.(b)
    
    Except as otherwise provided herein, the right of the Optionee to purchase
Option Shares with respect to which the Option has become exercisable and vested may
be exercised in whole or in part at any time or from time to time prior to the
Expiration Date; provided, however, that the Option may not be exercised for a
fraction of a Share.
 Method of Exercise Exhibit A ,
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Termination of Employment or Service;
Change in Control
 (a)
    
    If the Optionees employment with or service to the Company, or any
Subsidiary or affiliate thereof, terminates for any reason other than for Cause, the
Option, to the extent vested and exercisable as of the date of such termination, shall
expire 90 days following the date of such termination (180 days in case of termination
of employment or service due to death or Disability) and the Option, to the extent not
vested and exercisable as of the date of such termination, shall expire as of such
date. Notwithstanding the foregoing, if the Optionees employment with or service to
the Company, any Subsidiary or affiliate thereof terminates for Cause, the Option,
whether or not vested or exercisable, shall expire as of the date of such termination.
In no event shall the Option be exercisable after the Expiration Date.(b)
    
    Upon the occurrence of a Change in Control, any portion of the Option that is
outstanding at such time shall become fully and immediately vested and exercisable.
 Adjustments
 Nontransferability of Option provided
 Notice
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If to the Company:
    
    Zilog, Inc.6800 Santa Teresa Blvd.San Jose, CA 95119Phone: (408) 513-1500Fax: (408) 513-1600Attn.: Corporate ControllerIf to the Optionee:Facsimile:
  Withholding Requirements
 Compliance with Laws
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Protections Against Violations of Agreement
 Failure to Enforce Not a Waiver
 Governing Law
 Incorporation of the Plan
 Amendments provided however
 Rights as a Shareholder
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Agreement Not a Contract of Employment
 Authority of the Administrator
 Binding Effect
 Tax Representation
 Acceptance
 [SIGNATURE PAGE FOLLOWS]
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ZILOG, INC.By:Name:Title:OPTIONEESignature:Name:Address:Telephone No.:Social Security No.:
 NUMBER OF
    
    OPTIONDATE OF
    
    SHARES SUBJECT
    
    EXERCISE
    
    EXPIRATIONGRANT
    
    TO OPTION
    
    PRICE
    
    DATE