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                                                               Exhibit 10.44

                             INDEMNITY AGREEMENT

     THIS AGREEMENT is made as of ___________, by and between VLSI Technology, 
Inc., a Delaware corporation ("Company"), and ___________("Indemnitee"), an 
officer or director of the Company.

                                 RECITALS

     WHEREAS, highly competent persons have become more reluctant to serve 
publicly-held corporations as directors or in other capacities unless they 
are provided with adequate protection through insurance or adequate 
indemnification against inordinate risks of claims and actions against them 
arising out of their service to and activities on behalf of the Company; and

     WHEREAS, the Board of Directors of the Company (the "Board") has 
determined that, in order to attract and retain qualified individuals, the 
Company will attempt to maintain on an ongoing basis, at its sole expense, 
liability insurance to protect persons serving the Company and its 
subsidiaries from certain liabilities. Although the furnishing of such 
insurance has been a customary and widespread practice among United 
States-based corporations and other business enterprises, the Company 
believes that, given current market conditions and trends, such insurance may 
be available to it in the future only at higher premiums and with more 
exclusions. At the same time, directors, officers, and other persons in 
service to corporations or business enterprises are being increasingly 
subjected to expensive and time-consuming litigation relating to, among other 
things, matters that traditionally would have been brought only against the 
Company or business enterprise itself. The By-laws of the Company require 
indemnification of the officers and directors of the Company. Indemnitee may 
also be entitled to indemnification pursuant to the Delaware General 
Corporation Law ("DGCL"). The By-laws and the DGCL expressly provide that the 
indemnification provisions set forth therein are not exclusive, and thereby 
contemplate that contracts may be entered into between the Company and 
members of the board of directors and officers with respect to 
indemnification of directors and officers.

     WHEREAS, the uncertainties relating to such insurance and to 
indemnification have increased the difficulty of attracting and retaining 
such persons; and

     WHEREAS, the Board has determined that the increased difficulty in 
attracting and retaining such persons is detrimental to the best interests of 
the Company's stockholders and that the Company should act to assure such 
persons that there will be increased certainty of such protection in the 
future; and

     WHEREAS, it is reasonable, prudent and necessary for the Company 
contractually to obligate itself to indemnify, and to advance expenses on 
behalf of, such persons to the fullest extent permitted by applicable law so 
that they will serve or continue to serve the Company free from undue concern 
that they will not be so indemnified; and


     WHEREAS, this Agreement is a supplement to and in furtherance of the 

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Bylaws of the Company and any resolutions adopted pursuant thereto, and shall 
not be deemed a substitute therefor, nor to diminish or abrogate any rights 
of Indemnitee thereunder; and

     WHEREAS, Indemnitee does not regard the protection available under the 
Company's Bylaws and insurance adequate in the present circumstances, and may 
not be willing to serve as an officer or director without adequate 
protection, and the Company desires Indemnitee to serve in such capacity. 
Indemnitee is willing to serve, continue to serve and to take on additional 
service for or on behalf of the Company on the condition that he be so 
indemnified;

     NOW, THEREFORE, in consideration of the premises and the covenants 
contained herein, the Company and Indemnitee do hereby covenant and agree as 
follows:

     1.     SERVICES TO THE COMPANY. Indemnitee will serve or continue to 
serve, at the will of the Company, as an officer, director or key employee of 
the Company for so long as Indemnitee is duly elected or appointed or until 
Indemnitee tenders his or her resignation.

     2.     DEFINITIONS. As used in this Agreement:

           (a)   A "Change in Control" shall be deemed to occur upon the 
earliest to occur after the date of this Agreement of any of the following 
events:

                 (i)    Acquisition of Stock by Third Party. Any Person (as 
defined below) is or becomes the Beneficial Owner (as defined below), 
directly or indirectly, of securities of the Company representing fifteen 
percent (15%) or more of the combined voting power of the Company's then 
outstanding securities;

                 (ii)   Change in Board of Directors. During any period of 
two (2) consecutive years (not including any period prior to the execution of 
this Agreement), individuals who at the beginning of such period constitute 
the Board, and any new director (other than a director designated by a person 
who has entered into an agreement with the Company to effect a transaction 
described in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by 
the Board or nomination for election by the Company's shareholders was 
approved by a vote of at least two-thirds of the directors then still in 
office who either were directors at the beginning of the period or whose 
election or nomination for election was previously so approved, cease for any 
reason to constitute a least a majority of the members of the Board;

                 (iii)  Corporate Transactions. The effective date of a 
merger or consolidation of the Company with any other entity, other than a 
merger or consolidation which would result in the voting securities of the 
Company outstanding immediately prior to such merger of consolidation 
continuing to represent (either by remaining outstanding or by being 
converted into voting securities of the surviving entity) more than 51% of 
the combined voting power of the voting securities of the surviving entity 
outstanding immediately after such merger or consolidation and with the power 
to elect at least a majority of the board of directors or other governing 
body of such surviving entity;

                 (iv)   Liquidation. The approval by the shareholders of the 

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Company of a complete liquidation of the Company or an agreement for the sale 
or disposition by the Company of all or substantially all of the Company's 
assets; and

                 (v)    Other Events. There occurs any other event of a 
nature that would be required to be reported in response to Item 6(e) of 
Schedule 14A of Regulation 14A (or a response to any similar item on any 
similar schedule or form) promulgated under the Exchange Act (as defined 
below), whether or not the Company is then subject to such reporting 
requirement.

                 (vi)   Certain Definitions. For purposes of this Section 
2(a), the following terms shall have the following meanings:

                        (A)    "Exchange Act" shall mean the 
                 Securities Exchange Act of 1934, as amended.

                        (B)    "Person" shall have the meaning as 
                 set forth in Sections 13(d) and 14(d) of 
                 the Exchange Act; provided, however, that Person 
                 shall exclude (i) the Company, (ii) any trustee 
                 or other fiduciary holding securities under an 
                 employee benefit plan of the Company, and (iii) any 
                 corporation owned, directly or indirectly, by the 
                 shareholders of the Company in substantially the 
                 same proportions as their ownership of stock of the 
                 Company.

                        (C)    "Beneficial Owner" shall have the 
                 meaning given to such term in Rule 13d-3 under the 
                 Exchange Act; provided, however, that Beneficial 
                 Owner shall exclude any Person otherwise becoming 
                 a Beneficial Owner by reason of the shareholders 
                 of the Company approving a merger of the Company 
                 with another entity.

            (b)  "Corporate Status" describes the status of a person who is or 
was a director, officer, employee or agent of the Company or of any other 
corporation, partnership or joint venture, trust, employee benefit plan or 
other enterprise which such person is or was serving at the request of the 
Company.

            (c)  "Disinterested Director" means a director of the Company who 
is not and was not a party to the Proceeding in respect of which 
indemnification is sought by Indemnitee.

            (d)  "Enterprise" shall mean the Company and any other corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise 
of which Indemnitee is or was serving at the request of the Company as a 
director, officer, employee, agent or fiduciary.

            (e)  "Expenses" shall include all reasonable attorneys' fees, 
retainers, court costs, transcript costs, fees of experts, witness fees, 
travel expenses, duplicating costs, printing and binding costs, telephone 
charges, postage, delivery service fees, and all other disbursements or 
expenses of the types customarily incurred in connection with prosecuting, 
defending, preparing to prosecute or defend, investigating, being or 

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preparing to be a witness in, or otherwise participating in, a Proceeding. 
Expenses, however, shall not include amounts paid in settlement by Indemnitee 
or the amount of judgments or fines against Indemnitee.

            (f)  Reference to "other enterprise" shall include employee 
benefit plans; references to "fines" shall include any excise tax assessed 
with respect to any employee benefit plan; references to "serving at the 
request of the Company" shall include any service as a director, officer, 
employee or agent of the Company which imposes duties on, or involves 
services by, such director, officer, employee or agent with respect to an 
employee benefit plan, its participants or beneficiaries; and a person who 
acted in good faith and in a manner he reasonably believed to be in the best 
interests of the participants and beneficiaries of an employee benefit plan 
shall be deemed to have acted in manner "not opposed to the best interests of 
the Company" as referred to in this Agreement.

            (g)  The term "Proceeding" shall include any threatened, pending 
or completed action, suit, arbitration, alternate dispute resolution 
mechanism, investigation, inquiry, administrative hearing or any other 
actual, threatened or completed proceeding, whether brought in the right of 
the Company or otherwise and whether of a civil, criminal, administrative or 
investigative nature, in which Indemnitee was, is or will be involved as a 
party or otherwise by reason of the fact that Indemnitee is or was a director 
or officer of the Company, by reason of any action taken by him or of any 
action on his part while acting as director or officer of the Company, or by 
reason of the fact that he is or was serving at the request of the Company as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, in each case whether or not serving 
in such capacity at the time any liability or expense is incurred for which 
indemnification, reimbursement, or advancement of expenses can be provided 
under this Agreement.

            (h)  "Independent Counsel" means a law firm, or a member of a law 
firm, that is experienced in matters of corporation law and neither presently 
is, nor in the past five years has been, retained to represent: (i) the 
Company or Indemnitee in any matter material to either such party (other than 
with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements), or (ii) any 
other party to the Proceeding giving rise to a claim for indemnification 
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" 
shall not include any person who, under the applicable standards of 
professional conduct then prevailing, would have a conflict of interest in 
representing either the Company or Indemnitee in an action to determine 
Indemnitee's rights under this Agreement. The Company agrees to pay the 
reasonable fees and expenses of the Independent Counsel referred to above and 
to fully indemnify such counsel against any and all Expenses, claims, 
liabilities and damages arising out of or relating to this Agreement or its 
engagement pursuant hereto.

     3.     INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify 
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee 
is, or is threatened to be made, a party to or a participant in any 
Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee 
shall be indemnified against all Expenses, judgments, fines and amounts paid 
in settlement actually and reasonably incurred by Indemnitee or on his behalf 
in connection with such Proceeding or any claim, issue or matter therein, if 

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Indemnitee acted in good faith and in a manner he reasonably believed to be 
in or not opposed to the best interests of the Company and, in the case of a 
criminal proceeding had no reasonable cause to believe that his conduct was 
unlawful.

     4.     INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The 
Company shall indemnify Indemnitee in accordance with the provisions of this 
Section 4 if Indemnitee is, or is threatened to be made, a party to or a 
participant in any Proceeding by or in the right of the Company to procure a 
judgment in its favor. Pursuant to this Section 4, Indemnitee shall be 
indemnified against all Expenses actually and reasonably incurred by him or 
on his behalf in connection with such Proceeding or any claim, issue or 
matter therein, if Indemnitee acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
Company. No indemnification for Expenses shall be made under this Section 4 
in respect of any claim, issue or matter as to which Indemnitee shall have 
been finally adjudged by a court to be liable to the Company, unless and only 
to the extent that any court in which the Proceeding was brought shall 
determine upon application that, despite the adjudication of liability but in 
view of all the circumstances of the case, Indemnitee is fairly and 
reasonably entitled to indemnification.

     5.     INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY 
SUCCESSFUL. Notwithstanding any other provisions of this Agreement, to the 
extent that Indemnitee is a party to (or a participant in) and is successful, 
on the merits or otherwise, in any Proceeding or in defense of any claim, 
issue or matter therein, in whole or in part, the Company shall indemnify 
Indemnitee against all Expenses actually and reasonably incurred by him in 
connection therewith. If Indemnitee is not wholly successful in such 
Proceeding but is successful, on the merits or otherwise, as to one or more 
but less than all claims, issues or matters in such Proceeding, the Company 
shall indemnify Indemnitee against all Expenses actually and reasonably 
incurred by him or on his behalf in connection with each successfully 
resolved claim, issue or matter. If the Indemnitee is not wholly successful 
in such Proceeding, the Company also shall indemnify Indemnitee against all 
Expenses reasonably incurred in connection with a claim, issue or matter 
related to any claim, issue, or matter on which the Indemnitee was 
successful. For purposes of this Section and without limitation, the 
termination of any claim, issue or matter in such a Proceeding by dismissal, 
with or without prejudice, shall be deemed to be a successful result as to 
such claim, issue or matter.

     6.     INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any 
other provision of this Agreement, to the extent that Indemnitee is, by 
reason of his Corporate Status, a witness in any Proceeding to which 
Indemnitee is not a party, he shall be indemnified against all Expenses 
actually and reasonably incurred by him or on his behalf in connection 
therewith.

     7.     ADDITIONAL INDEMNIFICATION.

            (a)  Notwithstanding any limitation in Sections 3, 4, or 5, the 
Company shall indemnify Indemnitee to the fullest extent permitted by law if 
Indemnitee is a party to or threatened to be made a party to any Proceeding 
(including a Proceeding by or in the right of the Company to
procure a judgment in its favor) against all Expenses, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by Indemnitee in 

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connection with the Proceeding. No indemnity shall be made under this Section 
7(a) on account of Indemnitee's conduct which constitutes a breach of 
Indemnitee's duty of loyalty to the Company or its shareholders or is an act 
or omission not in good faith or which involves intentional misconduct or a 
knowing violation of the law.

            (b)  Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), 
the Company shall indemnify Indemnitee to the fullest extent permitted by law 
if Indemnitee is a party to or threatened to be made a party to any 
Proceeding (including a Proceeding by or in the right of the Company to 
procure a judgement in its favor) against all Expenses, judgments, fines and 
amounts paid in settlement actually and reasonably incurred by Indemnitee in 
connection with the Proceeding.

            (c)  For purposes of Sections 7(a) and 7(b), the meaning of the 
phrase "to the fullest extent permitted by law" shall include, but not be 
limited to:

                 i.     to the fullest extent permitted by the provision of 
the Act that authorizes or contemplates additional indemnification by 
agreement, or the corresponding provision of any amendment to or replacement 
of the Act, and

                 ii.    to the fullest extent authorized or permitted by any 
amendments to or replacements of the Act adopted after the date of this 
Agreement that increase the extent to which a corporation may indemnify its 
officers and directors.

     8.     EXCLUSIONS. Notwithstanding any provision in this Agreement, the 
Company shall not be obligated under this Agreement to make any indemnity in 
connection with any claim made against Indemnitee:

            (a)  for which payment has actually been made to or on behalf of 
Indemnitee under any insurance policy or other indemnity provision, except 
with respect to any excess beyond the amount paid under any insurance policy 
or other indemnity provision; or

            (b)  for an accounting of profits made from the purchase and sale 
(or sale and purchase) by Indemnitee of securities of the Company within the 
meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, 
or similar provisions of state statutory law or common law.

     9.     ADVANCES OF EXPENSES. Notwithstanding any provision of this 
Agreement to the contrary, the Company shall advance the expenses incurred by 
Indemnitee in connection with any Proceeding within 30 days after the receipt 
by the Company of a statement or statements requesting such advances from 
time to time, whether prior to or after final disposition of any Proceeding. 
Advances shall be unsecured and interest free. Advances shall be made without 
regard to Indemnitee's ability to repay the expenses and without regard to 
Indemnitee's ultimate entitlement to indemnification under the other 
provisions of this Agreement. Advances shall include any and all reasonable 
Expenses incurred pursuing an action to enforce this right of advancement, 
Including Expenses incurred preparing and forwarding statements to the Company 
to support the advances claimed. The Indemnitee shall qualify for advances 
solely upon the execution and delivery to the Company of an undertaking 
providing that the Indemnitee undertakes to repay the advance to the extent 
that it is ultimately determined that Indemnitee is not entitled to be 

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indemnified by the Company.

     10.    PROCEDURE FOR NOTIFICATION AND DEFENSE OF CLAIM.

            (a)   To obtain indemnification under this Agreement, Indemnitee 
shall submit to the Company a written request, including therein or therewith 
such documentation and information as is reasonably available to Indemnitee 
and is reasonably necessary to determine whether and to what extent 
Indemnitee is entitled to indemnification, not later than thirty (30) days 
after receipt by Indemnitee of notice of the commencement of any Proceeding. 
The omission to notify the Company will not relieve the Company from any 
liability which it may have to Indemnitee otherwise than under this 
Agreement. The Secretary of the Company shall, promptly upon receipt of such 
a request for indemnification, advise the Board in writing that Indemnitee 
has requested indemnification.

            (b)   The Company will be entitled to participate in the 
Proceeding at its own expense.

     11.    PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

            (a)   Upon written request by Indemnitee for indemnification 
pursuant to the first sentence of Section 10(a), a determination, if required 
by applicable law, with respect to Indemnitee's entitlement thereto shall be 
made in the specific case: (i) if a Change in Control shall have occurred, by 
Independent Counsel in a written opinion to the Board of Directors, a copy of 
which shall be delivered to Indemnitee; or (ii) if a Change in Control shall 
not have occurred, (A) by a majority vote of the Disinterested Directors, 
even though less than a quorum of the Board, or (B) if there are no such 
Disinterested Directors or, if such Disinterested Directors so direct, by 
Independent Counsel in a written opinion to the Board, a copy of which shall 
be delivered to Indemnitee or (C) if so directed by the Board, by the 
stockholders of the Company; and, if it is so determined that Indemnitee is 
entitled to indemnification, payment to Indemnitee shall be made within ten 
(10) days after such determination. Indemnitee shall cooperate with the 
person, persons or entity making such determination with respect to 
Indemnitee's entitlement to indemnification, including providing to such 
person, persons or entity upon reasonable advance request any documentation 
or information which is not privileged or otherwise protected from disclosure 
and which is reasonably available to Indemnitee and reasonably necessary to 
such determination. Any costs or expenses (including attorneys' fees and 
disbursements) incurred by Indemnitee in so cooperating with the person, 
persons or entity making such determination shall be borne by the Company 
(irrespective of the determination as to Indemnitee's entitlement to 
indemnification) and the Company hereby indemnifies and agrees to hold 
Indemnitee harmless therefrom.

            (b)   In the event the determination of entitlement to 
indemnification is to be made by Independent Counsel pursuant to Section 
11(a) hereof, the Independent Counsel shall be selected as provided in this 
Section 11(b). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Board of Directors, and the Company shall 
give written notice to Indemnitee advising him of the identity of the 
Independent Counsel so selected. If a Change in Control shall have occurred, 
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee 
shall request that such selection be made by the Board of Directors, in which 
event the preceding sentence shall apply), and Indemnitee shall give written 

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notice to the Company advising it of the identity of the Independent Counsel 
so selected. In either event, Indemnitee or the Company, as the case may be, 
may, within 10 days after such written notice of selection shall have been 
given, deliver to the Company or to Indemnitee, as the case may be, a written 
objection to such selection; PROVIDED, HOWEVER, that such objection may be 
asserted only on the ground that the Independent Counsel so selected does not 
meet the requirements of "Independent Counsel" as defined in Section 2 of 
this Agreement, and the objection shall set forth with particularity the 
factual basis of such assertion. Absent a proper and timely objection, the 
person so selected shall act as Independent Counsel. If such written 
objection is so made and substantiated, the Independent Counsel so selected 
may not serve as Independent Counsel unless and until such objection is 
withdrawn or a court has determined that such objection is without merit. If, 
within 20 days after submission by Indemnitee of a written request for 
indemnification pursuant to Section 10(a) hereof, no Independent Counsel 
shall have been selected and not objected to, either the Company or 
Indemnitee may petition a court of competent jurisdiction for resolution of 
any objection which shall have been made by the Company or Indemnitee to the 
other's selection of Independent Counsel and/or for the appointment as 
Independent Counsel of a person selected by the Court or by such other person 
as the Court shall designate, and the person with respect to whom all 
objections are so resolved or the person so appointed shall act as 
Independent Counsel under Section 11(a) hereof. Upon the due commencement of 
any judicial proceeding or arbitration pursuant to Section 13(a) of this 
Agreement, Independent Counsel shall be discharged and relieved of any 
further responsibility in such capacity (subject to the applicable standards 
of professional conduct then prevailing).

     12.    PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

            (a)   In making a determination with respect to entitlement to 
indemnification hereunder, the person or persons or entity making such 
determination shall presume that Indemnitee is entitled to indemnification 
under this Agreement if Indemnitee has submitted a request for 
indemnification in accordance with Section 10(a) of this Agreement, and the 
Company shall have the burden of proof to overcome that presumption in 
connection with the making by any person, persons or entity of any 
determination contrary to that presumption. Neither the failure of the 
Company (including by its directors or independent legal counsel) to have 
made a determination prior to the commencement of any action pursuant to this 
Agreement that indemnification is proper in the circumstances because 
Indemnitee has met the applicable standard of conduct, nor an actual 
determination by the Company (including by its directors or independent legal 
counsel) that Indemnitee has not met such applicable standard of conduct, 
shall be a defense to the action or create a presumption that Indemnitee has 
not met the applicable standard of conduct.

            (b)   If the person, persons or entity empowered or selected 
under Section 11 of this Agreement to determine whether Indemnitee is 
entitled to indemnification shall not have made a determination within sixty 
(60) days after receipt by the Company of the request therefor, the requisite 
determination of entitlement to indemnification shall be deemed to have been 
made and Indemnitee shall be entitled to such indemnification, absent (i) a 
misstatement by Indemnitee of a material fact, or an omission of a material 
fact necessary to make Indemnitee's statement not materially misleading, in 
connection with the request for indemnification, or (ii) a prohibition of 
such indemnification under applicable law; provided, however, that such 

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60-day period may be extended for a reasonable time, not to exceed an 
additional thirty (30) days, if the person, persons or entity making the 
determination with respect to entitlement to indemnification in good faith 
requires such additional time for the obtaining or evaluating of 
documentation and/or information relating thereto; and provided, further, 
that the foregoing provisions of this Section 12(b) shall not apply (i) if 
the determination of entitlement to indemnification is to be made by the 
stockholders pursuant to Section 11(a) of this Agreement and if (A) within 
fifteen (15) days after receipt by the Company of the request for such 
determination the Board of Directors has resolved to submit such 
determination to the stockholders for their consideration at an annual 
meeting thereof to be held within seventy five (75) days after such receipt 
and such determination is made thereat, or (B) a special meeting of 
stockholders is called within fifteen (15) days after such receipt for the 
purpose of making such determination, such meeting is held for such purpose 
within sixty (60) days after having been so called and such determination is 
made thereat, or (ii) if the determination of entitlement to indemnification 
is to be made by Independent Counsel pursuant to Section 11(a) of this 
Agreement.

            (c)   The termination of any Proceeding or of any claim, issue or 
matter therein, by judgment, order, settlement or conviction, or upon a plea 
of NOLO CONTENDERE or its equivalent, shall not (except as otherwise 
expressly provided in this Agreement) of itself adversely affect the right of 
Indemnitee to indemnification or create a presumption that Indemnitee did not 
act in good faith and in a manner which he reasonably believed to be in or 
not opposed to the best interests of the Company or, with respect to any 
criminal Proceeding, that Indemnitee had reasonable cause to believe that his 
conduct was unlawful.

            (d)   RELIANCE AS SAFE HARBOR. For purposes of any determination 
of good faith, Indemnitee shall be deemed to have acted in good faith if 
Indemnitee's action is based on the records or books of account of the 
Enterprise, including financial statements, or on information supplied to 
Indemnitee by the officers of the Enterprise in the course of their duties, 
or on the advice of legal counsel for the Enterprise or on information or 
records given or reports made to the Enterprise by an independent certified 
public accountant or by an appraiser or other expert selected with the 
reasonable care by the Enterprise. The provisions of this Section 12(d) shall 
not be deemed to be exclusive or to limit in any way the other circumstances 
in which the Indemnitee may be deemed to have met the applicable standard of 
conduct set forth in this Agreement.

            (e)   ACTIONS OF OTHERS. The knowledge and/or actions, or failure 
to act, of any director, officer, agent or employee of the Enterprise shall 
not be imputed to Indemnitee for purposes of determining the right to 
indemnification under this Agreement.

     13.    REMEDIES OF INDEMNITEE.

            (a)   In the event that (i) a determination is made pursuant to 
Section 11 of this Agreement that Indemnitee is not entitled to 
indemnification under this Agreement, (ii) advancement of Expenses is not 
timely made pursuant to Section 9 of this Agreement, (iii) no determination 
of entitlement to indemnification shall have been made pursuant to Section 
11(a) of this Agreement within 45 days after receipt by the Company of the 
request for indemnification, (iv) payment of indemnification is not made 

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pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this 
Agreement within ten (10) days after receipt by the Company of a written 
request therefor, or (v) payment of indemnification pursuant to Section 3 or 
4 of this Agreement is not made within ten (10) days after a determination 
has been made that Indemnitee is entitled to indemnification, Indemnitee 
shall be entitled to an adjudication by a court of his entitlement to such 
indemnification or advancement of Expenses. Alternatively, Indemnitee, at his 
option, may seek an award in arbitration to be conducted by a single 
arbitrator pursuant to the Commercial Arbitration Rules of the American 
Arbitration Association. The Company shall not oppose Indemnitee's right to 
seek any such adjudication or award in arbitration.

            (b)   In the event that a determination shall have been made 
pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled 
to indemnification, any judicial proceeding or arbitration commenced pursuant 
to this Section 13 shall be conducted in all respects as a DE NOVO trial, or 
arbitration, on the merits and Indemnitee shall not be prejudiced by reason 
of that adverse determination. In any judicial proceeding or arbitration 
commenced pursuant to this Section 13 the Company shall have the burden of 
proving Indemnitee is not entitled to indemnification or advancement of 
Expenses, as the case may be.

            (c)   If a determination shall have been made pursuant to Section 
11(a) of this Agreement that Indemnitee is entitled to indemnification, the 
Company shall be bound by such determination in any judicial proceeding or 
arbitration commenced pursuant to this Section 13, absent (i) a misstatement 
by Indemnitee of a material fact, or an omission of a material fact necessary 
to make Indemnitee's statement not materially misleading, in connection with 
the request for indemnification, or (ii) a prohibition of such 
indemnification under applicable law.

            (d)   In the event that Indemnitee, pursuant to this Section 13, 
seeks a judicial adjudication of or an award in arbitration to enforce his 
rights under, or to recover damages for breach of, this Agreement, Indemnitee 
shall be entitled to recover from the Company, and shall be indemnified by 
the Company against, any and all Expenses actually and reasonably incurred by 
him in such judicial adjudication or arbitration. If it shall be determined 
in said judicial adjudication or arbitration that Indemnitee is entitled to 
receive part but not all of the indemnification or advancement of Expenses 
sought, the Indemnitee shall be entitled to recover from the Company, and 
shall be indemnified by the Company against, any and all Expenses reasonably 
incurred by Indemnitee in connection with such judicial adjudication or 
arbitration.

            (e)   The Company shall be precluded from asserting in any 
judicial proceeding or arbitration commenced pursuant to this Section 13 that 
the procedures and presumptions of this Agreement are not valid, binding and 
enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this 
Agreement. The Company shall indemnify Indemnitee against any and all 
Expenses and, if requested by Indemnitee, shall (within ten (10) days after 
receipt by the Company of a written request therefore) advance such expenses 
to Indemnitee, which are incurred by Indemnitee in connection with any action 
brought by Indemnitee for indemnification or advance of Expenses from the 
Company under this Agreement or under any directors' and officers' liability 
insurance policies maintained by the Company, regardless of whether 
Indemnitee ultimately is determined to be entitled to such indemnification, 

<PAGE>

advancement of Expenses or insurance recovery, as the case may be.

     14.    NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

            (a)   The rights of indemnification and to receive advancement of 
Expenses as provided by this Agreement shall not be deemed exclusive of any 
other rights to which Indemnitee may at any time be entitled under applicable 
law, the Company's Articles of Incorporation, the Company's Bylaws, any 
agreement, a vote of stockholders or a resolution of directors, or otherwise. 
No amendment, alteration or repeal of this Agreement or of any provision 
hereof shall limit or restrict any right of Indemnitee under this Agreement 
in respect of any action taken or omitted by such Indemnitee in his Corporate 
Status prior to such amendment, alteration or repeal. To the extent that a 
change in Delaware law, whether by statute or judicial decision, permits 
greater indemnification or advancement of Expenses than would be afforded 
currently under the Company's Bylaws and this Agreement, it is the intent of 
the parties hereto that Indemnitee shall enjoy by this Agreement the greater 
benefits so afforded by such change. No right or remedy herein conferred is 
intended to be exclusive of any other right or remedy, and every other right 
and remedy shall be cumulative and in addition to every other right and 
remedy given hereunder or now or hereafter existing at law or in equity or 
otherwise. The assertion or employment of any right or remedy hereunder, or 
otherwise, shall not prevent the concurrent assertion or employment of any 
other right or remedy.

            (b)   To the extent that the Company maintains an insurance 
policy or policies providing liability insurance for directors, officers, 
employees, or agents of the Company or of any other corporation, partnership, 
joint venture, trust, employee benefit plan or other enterprise which such 
person serves at the request of the Company, Indemnitee shall be covered by 
such policy or policies in accordance with its or their terms to the maximum 
extent of the coverage available for any such director, officer, employee or 
agent under such policy or policies. If, at the time of the receipt of a 
notice of a claim pursuant to Section 2(b) of Section 2 hereof, the Company 
has director and officer liability insurance in effect, the Company shall 
give prompt notice of the commencement of such proceeding to the insurers in 
accordance with the procedures set forth in the respective policies. The 
Company shall thereafter take all necessary or desirable action to cause such 
insurers to pay, on behalf of the Indemnitee, all amounts payable as a result 
of such proceeding in accordance with the terms of such policies.

            (c)   In the event of any payment under this Agreement, the 
Company shall be subrogated to the extent of such payment to all of the 
rights of recovery of Indemnitee, who shall execute all papers required and 
take all action necessary to secure such rights, including execution of such 
documents as are necessary to enable the Company to bring suit to enforce 
such rights.

            (d)   The Company shall not be liable under this Agreement to 
make any payment of amounts otherwise indemnifiable (or for which advancement 
is provided hereunder) hereunder if and to the extent that Indemnitee has 
otherwise actually received such payment under any insurance policy, 
contract, agreement or otherwise.

            (e)   The Company's obligation to indemnify or advance Expenses 
hereunder to Indemnitee who is or was serving at the request of the Company 
as a director, officer, employee or agent of any other corporation, 

<PAGE>

partnership, joint venture, trust, employee benefit plan or other enterprise 
shall be reduced by any amount Indemnitee has actually received as 
indemnification or advancement of expenses from such other corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise.

     15.    DURATION OF AGREEMENT. This Agreement shall continue until and 
terminate upon the later of: (a) 10 years after the date that Indemnitee 
shall have ceased to serve as a director or officer of the Company or as a 
director, officer, employee or agent of any other corporation, partnership, 
joint venture, trust, employee benefit plan or other enterprise which 
Indemnitee served at the request of the Company; or (b) 1 year after the 
final termination of any Proceeding then pending in respect of which 
Indemnitee is granted rights of indemnification or advancement of Expenses 
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 
13 of this Agreement relating thereto. This Agreement shall be binding upon 
the Company and its successors and assigns and shall inure to the benefit of 
Indemnitee and his heirs, executors and administrators.

     16.    SEVERABILITY. If any provision or provisions of this Agreement 
shall be held to be invalid, illegal or unenforceable for any reason 
whatsoever: (a) the validity, legality and enforceability of the remaining 
provisions of this Agreement (including without limitation, each portion of 
any Section of this Agreement containing any such provision held to be 
invalid, illegal or unenforceable, that is not itself invalid, illegal or 
unenforceable) shall not in any way be affected or impaired thereby and shall 
remain enforceable to the fullest extent permitted by law; (b) such provision 
or provisions shall be deemed reformed to the extent necessary to conform to 
applicable law and to give the maximum effect to the intent of the parties 
hereto; and (c) to the fullest extent possible, the provisions of this 
Agreement (including, without limitation, each portion of any Section of this 
Agreement containing any such provision held to be invalid, illegal or 
unenforceable, that is not itself invalid, illegal or unenforceable) shall be 
construed so as to give effect to the intent manifested thereby.

     17.    ENFORCEMENT.

            (a)   The Company expressly confirms and agrees that it has 
entered into this Agreement and assumed the obligations imposed on it hereby 
in order to induce Indemnitee to serve as a director or officer of the 
Company, and the Company acknowledges that Indemnitee is relying upon this 
Agreement in serving as a director or officer of the Company.

            (b)   This Agreement constitutes the entire agreement between the 
parties hereto with respect to the subject matter hereof and supersedes all 
prior agreements and understandings, oral, written and implied, between the 
parties hereto with respect to the subject matter hereof.

     18.    MODIFICATION AND WAIVER. No supplement, modification or amendment 
of this Agreement shall be binding unless executed in writing by the parties 
thereto. No waiver of any of the provisions of this Agreement shall be deemed 
or shall constitute a waiver of any other provisions of this Agreement nor 
shall any waiver constitute a continuing waiver.

     19.    NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the 
Company in writing upon being served with any summons, citation, subpoena, 
complaint, indictment, information or other document relating to any 
Proceeding or matter which may be subject to indemnification or advancement 

<PAGE>

of Expenses covered hereunder. The failure of Indemnitee to so notify the 
Company shall not relieve the Company of any obligation which it may have to 
the Indemnitee under this Agreement or otherwise.

     20.    NOTICES. All notices, requests, demands and other communications 
under this Agreement shall be in writing and shall be deemed to have been 
duly given (a) if delivered by hand and receipted for by the party to whom 
said notice or other communication shall have been directed, or (b) mailed by 
certified or registered mail with postage prepaid, on the third business day 
after the date on which it is so mailed:

            (a)   If to Indemnitee, at the address indicated on the signature 
page of this Agreement, or such other address as Indemnitee shall provide to 
the Company.

            (b)   If to the Company to

                  VLSI Technology, Inc.
                  1109 McKay Drive
                  San Jose, California 95131 
                  Attention: General Counsel

or to any other address as may have been furnished to Indemnitee by the 
Company.

     21.    CONTRIBUTION. To the fullest extent permissible under applicable 
law, if the indemnification provided for in this Agreement is unavailable to 
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying 
Indemnitee, shall contribute to the amount incurred by Indemnitee, whether 
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in 
settlement and/or for Expenses, in connection with any claim relating to an 
indemnifiable event under this Agreement, in such proportion as is deemed 
fair and reasonable in light of all of the circumstances of such Proceeding 
in order to reflect (i) the relative benefits received by the Company and 
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to 
such Proceeding; and/or (ii) the relative fault of the Company (and its 
directors, officers, employees and agents) and Indemnitee in connection with 
such event(s) and/or transaction(s).

     22.    APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and 
the legal relations among the parties shall be governed by, and construed and 
enforced in accordance with, the laws of the State of Delaware, without 
regard to its conflict of laws rules. Except with respect to any arbitration 
commenced by Indemnitee pursuant to Section 10(a) of this Agreement, the 
Company and Indemnitee hereby irrevocably and unconditionally (i) agree that 
any action or proceeding arising out of or in connection with this Agreement 
shall be brought only in the Chancery Court of the State of Delaware (the 
"Delaware Court"), and not in any other state or federal court in the United 
States of America or any court in any other country, (ii) consent to submit 
to the exclusive jurisdiction of the Delaware Court for purposes of any 
action or proceeding arising out of or in connection with this Agreement, 
(iii) appoint, to the extent such party is not a resident of the State of 
Delaware, irrevocably RL&F Service Corp., One Rodney Square, 10th Floor, 10th 
and King Streets, Wilmington, Delaware 19801 as its agent in the State of 
Delaware as such party's agent for acceptance of legal process in connection 
with any such action or proceeding against such party with the same legal 
force and validity as if served upon such party personally within the State 

<PAGE>

of Delaware, (iv) waive any objection to the laying of venue of any such 
action or proceeding in the Delaware Court, and (v) waive, and agree not to 
plead or to make, any claim that any such action or proceeding brought in the 
Delaware Court has been brought in an improper or inconvenient forum.

     23.    IDENTICAL COUNTERPARTS. This Agreement may be executed in one or 
more counterparts, each of which shall for all purposes be deemed to be an 
original but all of which together shall constitute one and the same 
Agreement. Only one such counterpart signed by the party against whom 
enforceability is sought needs to be produced to evidence the existence of 
this Agreement.

     24.    MISCELLANEOUS. Use of the masculine pronoun shall be deemed to 
include usage of the feminine pronoun where appropriate. The headings of the 
paragraphs of this Agreement are inserted for convenience only and shall not 
be deemed to constitute part of this Agreement or to affect the construction 
thereof.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed 
as of the day and year first above written.

VLSI TECHNOLOGY, INC.                     INDEMNITEE



By: ____________________________________  ___________________________________
       Chief Executive Officer            Name:
                                          Address: