FORM OF
                STAY INCENTIVE AND SEVERANCE PROTECTION AGREEMENT


                THIS  AGREEMENT  made as of the 28th day of July,  1997, by and
between General Semiconductor,  Inc. (the  "Corporation"),_____________ and (the
"Executive").

                WHEREAS, the Board of Directors of the Corporation (the "Board")
recognizes that the possibility of a Change in Control (as hereinafter  defined)
exists and that the threat or the  occurrence  of a Change in Control can result
in significant distraction of the Corporation's key management personnel because
of the uncertainties inherent in such a situation;

                WHEREAS,  the Board has  determined  that it is essential and in
the best interest of the Corporation and its stockholders for the Corporation to
retain the services of the Executive in the event of a threat or occurrence of a
Change in Control and to ensure the Executive's continued dedication and efforts
in such event without undue concern for the Executive's  personal  financial and
employment security; and

                WHEREAS,  in order to  induce  the  Executive  to  remain in the
employ  of  the  Corporation,  particularly  in the  event  of a  threat  or the
occurrence of a Change in Control,  the  Corporation  desires to enter into this
Agreement with the Executive to provide the Executive  with certain  benefits in
the event the Executive's employment is terminated under circumstances described
herein.

                NOW, THEREFORE, in consideration of the respective agreements of
the parties contained herein, it is agreed as follows:

                1. Term of Agreement.  This Agreement  shall commence as of July
28, 1997 (the "Effective Date"), and shall continue in effect until December 31,
1999 (the  "Term");  provided,  however,  that on January  1, 1999,  and on each
January 1 thereafter,  the Term shall automatically be extended for one (1) year
unless either the Executive or the  Corporation  shall have given written notice
to the other at least ninety (90) days prior  thereto that the Term shall not be
so extended;  provided,  further,  however,  that  following the occurrence of a
Change  in  Control,  the Term  shall  not  expire  prior to the  expiration  of
twenty-four (24) months after such occurrence.

                2. Stay  Incentive.  If the Executive  remains  employed by the
Corporation  until May 31, 1998,  the Executive will receive a stay incentive in
the amount of  $__________  (the "Stay  Incentive").  The Stay Incentive will be
paid in a single lump sum within ten days of May 31,  1998.  The Stay  Incentive
will  also be paid to the  Executive  if the  Executive's  employment  with  the
Corporation is terminated by the Corporation other than for Cause (as defined in
Section  14.6) any time after the  Effective  Date and prior to May 31, 1998, in
which case the Stay Incentive will be paid upon the  Executive's  termination of
employment.

                3.   Termination  of  Employment.   If,  during  the  Term,  the
Executive's  employment  with  the  Corporation  and  its  Affiliates  shall  be
terminated  within  twenty-four (24) months  following a Change in Control,  the
Executive shall be entitled to the following compensation and benefits:

                      (a) If the Executive's employment with the Corporation and
its  Affiliates  shall  be  terminated  (1)  by the  Corporation  for  Cause  or
Disability,  (2) by reason of the  Executive's  death,  or (3) by the  Executive
other than for Good  Reason,  the  Corporation  shall pay to the  Executive  his
Accrued  Compensation.   In  addition  to  the  foregoing,  if  the  Executive's
employment is terminated by the  Corporation  for Disability or by reason of the
Executive's   death,  the  Corporation   shall  pay  to  the  Executive  or  his
beneficiaries  a Pro  Rata  Bonus.  The  Executive's  entitlement  to any  other
compensation   or  benefits   shall  be  determined   in  accordance   with  the
Corporation's   employee  benefits  plans  and  other  applicable  programs  and
practices then in effect.

                      (b) If the Executive's employment with the Corporation and
its  Affiliates  shall be  terminated  for any reason other than as specified in
Section 3(a), the Executive shall be entitled to the following

                           (1)  the  Corporation  shall  pay the  Executive  all
Accrued Compensation and a Pro Rata Bonus;

                           (2)  the  Corporation  shall  pay  the  Executive  as
severance pay and in lieu of any further  compensation for periods subsequent to
the  Termination  Date, an amount equal to times the sum of (A) the  Executive's
Base Amount and (B) the Executive's Bonus Amount;

                           (3)  for _____ months after  such  termination   (the
"Continuation  Period"), the Corporation shall at its expense continue on behalf
of the  Executive  and his  dependents  and  beneficiaries  the life  insurance,
disability,  medical, dental and hospitalization coverages and benefits provided
to the Executive  immediately prior to the Change in Control or, if greater, the
coverages  and  benefits  provided at any time  thereafter.  The  coverages  and
benefits  (including  deductibles  and costs)  provided in this Section  3(b)(3)
during the  Continuation  Period shall be no less favorable to the Executive and
his dependents and beneficiaries,  than the most favorable of such coverages and
benefits referred to above. The Corporation's  obligation hereunder with respect
to the foregoing  coverages and benefits shall be reduced to the extent that the
Executive  obtains any such  coverages  and  benefits  pursuant to a  subsequent
employer's  benefit plans,  in which case the  Corporation may reduce any of the
coverages or benefits it is required to provide the Executive  hereunder so long
as the aggregate coverages and benefits of the combined benefit plans is no less
favorable  to the  Executive  than the  coverages  and  benefits  required to be
provided hereunder. This Section 3(b)(3) shall not be interpreted so as to limit
any benefits to which the  Executive,  his  dependents or  beneficiaries  may be
entitled under any of the  Corporation's  employee  benefit  plans,  programs or
practices following the Executive's termination of employment, including without
limitation, retiree medical and life insurance benefits;

                           (4) If, at the end of the  Continuation  Period,  the
Executive is not employed by another employer (including  self-employment),  the
Executive  will  receive for up to six months,  an amount  equal to  one-twelfth
(1/12) of the sum of (A) the  Executive's  Base  Amount and (B) the  Executive's
Bonus  Amount,  payable  at the  end of each  of the  six  (6)  calendar  months
following  the end of the  Continuation  Period;  provided,  however,  that such
payments  will  immediately  cease upon the  Executive's  employment  (including
self-employment)  by a subsequent  employer.  In  addition,  the  coverages  and
benefits  described in Section  3(b)(3) shall be continued  until the earlier of
(x) six (6)  months  after the end of the  Continuation  Period or (y) such time
that the  Executive  obtains  any  such  coverages  or  benefits  pursuant  to a
subsequent employer's benefit plans;

                           (5)  the  Corporation  shall  pay  or  reimburse  the
Executive for the costs, fees and expenses of outplacement  assistance  services
(not to exceed  twenty-five  (25%) of the sum of (A) the Executive's Base Amount
and (B) the  Executive's  Bonus  Amount)  provided  by any  outplacement  agency
selected by the Executive;

                           (6)  the  Corporation  shall  pay  or  reimburse  the
Executive up to $2,000 for tax and financial planning services in respect of the
calendar year in which the payments  provided for in Section 3(b)(2) are paid to
the Executive; and

                           (7)  the  Corporation  shall  pay  or  reimburse  the
Executive  for the cost of  relocation  (in  accordance  with the  Corporation's
relocation  policy) to the Executive's  place of residence  immediately prior to
any relocation the Executive made for purposes of employment by the  Corporation
or General Instrument Corporation after July 1, 1995.

                      (c) If the  Executive's  employment  is  terminated by the
Corporation without Cause (1) within six (6) months prior to a Change in Control
or (2) at any time  prior to the date of a Change in Control  but the  Executive
reasonably  demonstrates that such termination (A) was at the request of a third
party who has  indicated an intention or taken steps  reasonably  calculated  to
effect a Change in Control (a "Third  Party")  and who  effectuates  a Change in
Control or (B) otherwise  arose in connection  with,  or in  anticipation  of, a
Change in Control  which has been  threatened  or  proposed  and which  actually
occurs,  such  termination  shall be deemed to have  occurred  after a Change in
Control, provided a Change in Control shall actually have occurred.

                      (d)  (1)  Gross-Up  Payment.  In the  event  it  shall  be
determined that any payment (other than the payment provided for in this Section
3(d)) or distribution of any type to or for the benefit of the Executive, by the
Corporation, any Affiliate of the Corporation, any Person who acquires ownership
or effective control of the Corporation or ownership of a substantial portion of
the  Corporation's  assets  (within the meaning of Section  280G of the Internal
Revenue Code of 1986, as amended (the "Code"),  and the regulations  thereunder)
or any  Affiliate of such  Person,  whether  paid or payable or  distributed  or
distributable  pursuant to the terms of this  Agreement or otherwise (the "Total
Payments"),  is or will be subject to the excise tax imposed by Section  4999 of
the Code or any  interest  or  penalties  with  respect to such excise tax (such
excise tax,  together with any such  interest and  penalties,  are  collectively
referred  to as the  "Excise  Tax"),  then the  Executive  shall be  entitled to
receive an  additional  payment (a  "Gross-Up  Payment")  in an amount such that
after payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including any income tax, employment tax or
Excise Tax, imposed upon the Gross-Up  Payment,  the Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments

                           (2)  Determination  By Accountant.  All  mathematical
determinations,  and all  determinations as to whether any of the Total Payments
are "parachute  payments" (within the meaning of Section 280G of the Code), that
are required to be made under this Section 3(d), including  determinations as to
whether a Gross-Up Payment is required,  the amount of such Gross-Up Payment and
amounts relevant to the last sentence of this Section 3(d)(2),  shall be made by
an independent  accounting firm selected by the Executive from among the six (6)
largest  accounting  firms in the United States (the "Accounting  Firm"),  which
shall provide its determination  (the  "Determination"),  together with detailed
supporting  calculations  regarding  the amount of any Gross-Up  Payment and any
other relevant  matter,  both to the  Corporation  and the Executive by no later
than ten (10) days  following  the  Termination  Date,  if  applicable,  or such
earlier  time  as is  requested  by the  Corporation  or the  Executive  (if the
Executive  reasonably  believes that any of the Total Payments may be subject to
the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable
by the  Executive,  it shall furnish the Executive and the  Corporation  with an
opinion  reasonably  acceptable  to the Executive  and the  Corporation  that no
Excise Tax is payable  (including  the reasons  therefor) and that the Executive
has substantial authority not to report any Excise Tax on his federal income tax
return.  If a Gross-Up Payment is determined to be payable,  it shall be paid to
the  Executive  within  twenty  (20)  days  after  the  Determination  (and  all
accompanying  calculations and other material  supporting the  Determination) is
delivered to the Corporation by the Accounting  Firm. Any  determination  by the
Accounting Firm shall be binding upon the Corporation and the Executive,  absent
manifest error. As a result of uncertainty in the application of Section 4999 of
the  Code at the  time  of the  initial  determination  by the  Accounting  Firm
hereunder,  it is possible  that Gross-Up  Payments not made by the  Corporation
should have been made ("Underpayment"), or that Gross-Up Payments will have been
made by the  Corporation  which should not have been made  ("Overpayments").  In
either  such  event,  the  Accounting  Firm  shall  determine  the amount of the
Underpayment or Overpayment  that has occurred.  In the case of an Underpayment,
the  amount of such  Underpayment  (together  with any  interest  and  penalties
payable by the  Executive  as a result of such  Underpayment)  shall be promptly
paid by the  Corporation to or for the benefit of the Executive.  In the case of
an  Overpayment,  the  Executive  shall,  at the  direction  and  expense of the
Corporation,  take such steps as are reasonably  necessary (including the filing
of returns and claims for refund),  follow  reasonable  instructions  from,  and
procedures  established by, the Corporation,  and otherwise reasonably cooperate
with the Corporation to correct such Overpayment,  provided,  however,  that (i)
the Executive  shall not in any event be obligated to return to the  Corporation
an amount greater than the net after-tax  portion of the Overpayment that he has
retained or has recovered as a refund from the applicable taxing authorities and
(ii) this provision shall be interpreted in a manner  consistent with the intent
of Section 3(d)(1), which is to make the Executive whole, on an after-tax basis,
from the application of the Excise Tax, it being  understood that the correction
of an  Overpayment  may result in the Executive  repaying to the  Corporation an
amount  which  is less  than the  Overpayment.  The  fees  and  expenses  of the
Accounting Firm shall be paid by the Corporation.

                      (e) The amounts  provided for in Sections 3(a) and 3(b)(1)
and (2) shall be paid in a single  lump sum cash  payment  within  ten (10) days
after the Executive's  Termination  Date (or earlier,  if required by applicable
law).

                      (f) The  Executive  shall not be required to mitigate  the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Executive in any subsequent  employment
except as provided in Sections 3(b)(3) and 3(b)(4).

                      (g) The  severance  pay and benefits  provided for in this
Section 3 shall be in lieu of any other severance pay to which the Executive may
be entitled under any severance plan or any other plan, agreement or arrangement
of the Corporation or any of its Affiliates.

                4. Notice of  Termination.  Following  a Change in Control,  any
intended  termination of the Executive's  employment by the Corporation shall be
communicated  by a Notice of Termination  from the Corporation to the Executive,
and any intended termination of the Executive's  employment by the Executive for
Good Reason shall be communicated by a Notice of Termination  from the Executive
to the Corporation.

                5. Fees and Expenses.  The Corporation  shall pay all legal fees
and related  expenses  (including  the costs of experts,  evidence  and counsel)
incurred by the Executive as they become due as a result of (a) the  termination
of the  Executive's  employment by the  Corporation or by the Executive for Good
Reason  (including all such fees and expenses,  if any,  incurred in contesting,
defending or disputing the basis for any such  termination of  employment),  (b)
the  Executive's  hearing  before the Board of Directors of the  Corporation  as
contemplated  in Section 14.6 of this Agreement or (c) the Executive  seeking to
obtain or enforce  any right or benefit  provided  by this  Agreement  or by any
other  plan  or  arrangement  maintained  by the  Corporation  under  which  the
Executive is or may be entitled to receive benefits.

                6. Notice.  For the purposes of this Agreement,  notices and all
other  communications  provided for in the  Agreement  (including  any Notice of
Termination)  shall be in writing,  shall be signed by the  Executive  if to the
Corporation  or by a  duly  authorized  officer  of  the  Corporation  if to the
Executive, and shall be deemed to have been duly given when personally delivered
or sent by certified mail, return receipt requested,  postage prepaid, addressed
to the respective addresses last given by each party to the other, provided that
all notices to the  Corporation  shall be directed to the attention of the Board
with a copy to the Secretary of the Corporation.  All notices and communications
shall be deemed to have been received on the date of delivery  thereof or on the
third  business day after the mailing  thereof,  except that notice of change of
address shall be effective only upon receipt.

                7. Nature of Rights. Except as provided in Section 3(g), nothing
in this Agreement  shall prevent or limit the  Executive's  continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the  Corporation  or any  Affiliate  of the  Corporation  and for  which  the
Executive may qualify,  nor shall anything herein limit or reduce such rights as
the Executive may have under any other  agreements  with the  Corporation or any
Affiliate of the  Corporation.  Amounts  which are vested  benefits or which the
Executive  is  otherwise  entitled  to receive  under any plan or program of the
Corporation or any Affiliate of the  Corporation  shall be payable in accordance
with such plan or program, except as explicitly modified by this Agreement.


                8. Settlement of Claims.  The  Corporation's  obligation to make
the  payments  provided  for in this  Agreement  and  otherwise  to perform  its
obligations  hereunder  shall not be affected by any  circumstances,  including,
without limitation,  any set-off,  counterclaim,  defense,  recoupment, or other
right which the Corporation may have against the Executive or others.

                9.  Miscellaneous.   No  provision  of  this  Agreement  may  be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing and signed by the Executive and the Corporation.  No waiver
by either  party  hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions  at the same or at any prior or  subsequent  time. No agreement or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof have been made by any party which are not  expressly set
forth in this Agreement.

                10.      Successors; Binding Agreement.

                      (a) This  Agreement  shall be binding upon and shall inure
to the benefit of the Corporation and its respective Successors and Assigns. The
Corporation  shall require its  respective  Successors  and Assigns to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that  the  Corporation  would  be  required  to  perform  it if no  such
succession or assignment had taken place.

                      (b)  Neither  this  Agreement  nor any  right or  interest
hereunder   shall  be  assignable  or   transferable   by  the  Executive,   his
beneficiaries or legal representatives, except by will or by the laws of descent
and  distribution.  This  Agreement  shall  inure  to  the  benefit  of  and  be
enforceable by the Executive's legal personal representative.

                11.  Governing  Law.  This  Agreement  shall be  governed by and
construed  and  enforced  in  accordance  with the laws of the State of New York
without  giving effect to the conflict of laws  principles  thereof.  Any action
brought by any party to this  Agreement  shall be brought  and  maintained  in a
court of competent jurisdiction in the State of New York.

                12.  Severability.  The  provisions of this  Agreement  shall be
deemed severable and the invalidity or  unenforceability  of any provision shall
not affect the validity or enforceability of the other provisions hereof.

                13. Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  between the parties  hereto,  and  supersedes  all prior  agreements,
understandings  and arrangements,  oral or written,  between the parties hereto,
with respect to the subject matter hereof,  including,  without limitation,  the
Stay and Sale  Incentive and Special  Severance  Arrangement,  dated January 10,
1997, between the Executive and General Instrument Corporation.

                14.      Definitions.

                      14.1.   Accrued   Compensation.   For   purposes  of  this
Agreement,  "Accrued  Compensation"  shall mean all amounts of compensation  for
services  rendered to the  Corporation or any of its  Affiliates  that have been
earned or accrued through the Termination Date but that have not been paid as of
the Termination Date including (a) base salary, (b) reimbursement for reasonable
and  necessary  business  expenses  incurred by the  Executive  on behalf of the
Corporation or of its Affiliates of the Corporation  during the period ending on
the   Termination   Date,  (c)  vacation  pay  and  (d)  bonuses  and  incentive
compensation; provided, however, that Accrued Compensation shall not include any
amounts  described in clause (a) or clause (d) that have been deferred  pursuant
to  any  salary  reduction  or  deferred  compensation  elections  made  by  the
Executive.

                      14.2.   Affiliate.   For   purposes  of  this   Agreement,
"Affiliate"  means,  with  respect  to  any  Person,  any  entity,  directly  or
indirectly, controlled by, controlling or under common control with such Person.

                      14.3. Base Amount.  For purposes of this Agreement,  "Base
Amount" shall mean the  Executive's  annual base salary at the rate in effect as
of the date of a Change in  Control  or,  if  greater,  at any time  thereafter,
determined  without  regard to any salary  reduction  or  deferred  compensation
elections made by the Executive.

                      14.4.   "Beneficial  Owner,"   "Beneficially   Owned"  and
"Beneficially  Owning"  shall  have the  meanings  applicable  under  Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended.

                      14.5. Bonus Amount. For purposes of this Agreement, "Bonus
Amount" shall mean the target  annual bonus  payable to the Executive  under the
Incentive  Plan in  respect of the fiscal  year of the  Corporation  immediately
prior to that in which the Termination Date occurs.

                      14.6. Cause. For purposes of this Agreement, a termination
of employment is for "Cause" if the Executive has been  convicted of a felony or
the termination is evidenced by a resolution adopted in good faith by two-thirds
of the Board of Directors of the Corporation that the Executive:

                           (a)    intentionally    and    continually     failed
substantially to perform his reasonably assigned duties with the Corporation and
its Affiliates (other than a failure  resulting from the Executive's  incapacity
due to physical or mental  illness or from the  assignment  to the  Executive of
duties that would  constitute Good Reason) which failure  continued for a period
of at least  thirty (30) days after a written  notice of demand for  substantial
performance,  signed by a duly authorized  officer of the Corporation,  has been
delivered to the  Executive  specifying  the manner in which the  Executive  has
failed substantially to perform, or

                           (b)   intentionally   engaged  in  conduct  which  is
demonstrably  and materially  injurious to the  Corporation  and its Affiliates;
provided,  however,  that no termination of the Executive's  employment shall be
for Cause as set forth in this Section  14.6(b)  until (1) there shall have been
delivered  to the  Executive  a  copy  of a  written  notice,  signed  by a duly
authorized  officer of the  Corporation,  setting  forth that the  Executive was
guilty of the  conduct set forth in this  Section  14.6(b)  and  specifying  the
particulars thereof in detail, and (2) the Executive shall have been provided an
opportunity  to be heard in person by the Board of Directors of the  Corporation
(with the assistance of the Executive's counsel if the Executive so desires).

                           No act, nor failure to act, on the Executive's  part,
shall be considered  "intentional"  unless the Executive has acted, or failed to
act,  with a lack of good faith and with a lack of  reasonable  belief  that the
Executive's action or failure to act was in the best interest of the Corporation
and its Affiliates.  Notwithstanding anything contained in this Agreement to the
contrary,  no failure to perform by the Executive  after a Notice of Termination
is given to the Corporation by the Executive shall constitute Cause for purposes
of this Agreement.

                      14.7.  Change in Control.  "Change in Control"  shall mean
any of the following:

                           (a)  the  acquisition  by  any  Person,   other  than
Instrument  Partners  or  Forstmann  Little & Co.  Subordinated  Debt and Equity
Management Buyout Partnership-IV or any of their Affiliates  (collectively,  the
"Forstmann  Little  Companies")  of  Beneficial  Ownership of Voting  Securities
which,  when  added to the Voting  Securities  then  Beneficially  Owned by such
Person,  would result in such Person  Beneficially Owning (1) 33% or more of the
combined Voting Power of the  Corporation's  then outstanding  Voting Securities
and (2) a number of  Voting  Securities  greater  than the  aggregate  number of
Voting  Securities then  Beneficially  Owned by the Forstmann Little  Companies;
provided,  however,  that for purposes of this paragraph (a), a Person shall not
be deemed to have made an acquisition of Voting  Securities if such Person:  (A)
acquires Voting Securities as a result of a stock split, stock dividend or other
corporate  restructuring  in which all  stockholders of the class of such Voting
Securities are treated on a pro rata basis;  (B) acquires the Voting  Securities
directly from the  Corporation;  (C) becomes the Beneficial Owner of 33% or more
of the  combined  Voting  Power of the  Corporation's  then  outstanding  Voting
Securities  solely as a result of the  acquisition  of Voting  Securities by the
Corporation or any Subsidiary which, by reducing the number of Voting Securities
outstanding,  increases the proportional  number of shares Beneficially Owned by
such Person, provided that if (x) a Person would own at least such percentage as
a result of the  acquisition by the  Corporation or any Subsidiary and (y) after
such  acquisition by the  Corporation or any  Subsidiary,  such Person  acquires
Voting Securities, then an acquisition of Voting Securities shall have occurred;
(D) is the Corporation or any corporation or other Person of which a majority of
its voting power or its equity  securities or equity  interest is owned directly
or indirectly by the Corporation (a "Controlled Entity"); or (E) acquires Voting
Securities  in  connection  with a  "Non-Control  Transaction"  (as  defined  in
paragraph (c) below); or

                           (b) the  individuals  who, as of the Effective  Date,
are  members  of the Board  (the  "Incumbent  Board")  cease  for any  reason to
constitute at least two-thirds of the Board;  provided,  however, that if either
the  election of any new  director  or the  nomination  for  election of any new
director by the  Corporation's  stockholders  was approved by a vote of at least
two-thirds of the Incumbent Board prior to such election or nomination, such new
director  shall be  considered  as a member  of the  Incumbent  Board;  provided
further,  however,  that no  individual  shall be  considered  a  member  of the
Incumbent  Board if such  individual  initially  assumed  office  as a result of
either an actual or threatened  "Election  Contest" (as described in Rule 14a-11
promulgated  under the 1934 Act) or other actual or threatened  solicitation  of
proxies or consents  by or on behalf of a Person  other than the Board (a "Proxy
Contest")  including by reason of any agreement  intended to avoid or settle any
Election Contest or Proxy Contest; or

                           (c) approval by stockholders of the Corporation of:

                                (1) a merger,  consolidation  or  reorganization
involving the Corporation (a "Business Combination"), unless

                                     (A) the  stockholders  of the  Corporation,
immediately  before  the  Business  Combination,  own,  directly  or  indirectly
immediately  following  the  Business  Combination,  at least a majority  of the
combined  voting power of the outstanding  voting  securities of the corporation
resulting  from  the  Business  Combination  (the  "Surviving  Corporation")  in
substantially  the same proportion as their  ownership of the Voting  Securities
immediately before the Business Combination, and

                                     (B) the individuals who were members of the
Incumbent Board  immediately  prior to the execution of the agreement  providing
for the Business  Combination  constitute  at least a majority of the members of
the Board of Directors of the Surviving Corporation, and

                                     (C) no Person  (other than the  Corporation
or any Controlled  Entity, a trustee or other fiduciary holding securities under
one or more employee  benefit plans or arrangements (or any trust forming a part
thereof)  maintained  by  the  Corporation,  the  Surviving  Corporation  or any
Controlled  Entity,  or any  Person  who,  immediately  prior  to  the  Business
Combination,  had  Beneficial  Ownership of 33% or more of the then  outstanding
Voting  Securities)  has  Beneficial  Ownership  of 33% or more of the  combined
voting power of the Surviving  Corporation's  then outstanding voting securities
(a Business Combination satisfying the conditions of clauses (A), (B) and (C) of
this subparagraph (1) shall be referred to as a "Non-Control Transaction");

                                (2) a complete liquidation or dissolution of the
Corporation; or

                                (3) the  sale  of  other  disposition  of all or
substantially  all of the assets of the Corporation  (other than a transfer to a
Controlled Entity).

                      Notwithstanding  the foregoing,  a Change of Control shall
not be deemed to occur solely because 33% or more of the then outstanding Voting
Securities is  Beneficially  Owned by (x) a trustee or other  fiduciary  holding
securities  under one or more  employee  benefit plans or  arrangements  (or any
trust forming a part thereof)  maintained by the  Corporation  or any Controlled
Entity or (y) any  corporation  which,  immediately  prior to its acquisition of
such  interest,  is owned  directly or  indirectly  by the  stockholders  of the
Corporation  in  the  same  proportion  as  their  ownership  of  stock  in  the
Corporation immediately prior to such acquisition.

                      14.8.  Corporation.  For purposes of this  Agreement,  all
references to the Corporation shall include its Successors and Assigns.

                      14.9.   Disability.   For  purposes  of  this   Agreement,
"Disability"  shall  mean a  physical  or mental  infirmity  which  impairs  the
Executive's ability to substantially perform his duties with the Corporation for
six (6) consecutive  months, and within the time period set forth in a Notice of
Termination  given to the  Executive  (which time period  shall not be less than
thirty  (30)  days),   the  Executive  shall  not  have  returned  to  full-time
performance of his duties;  provided,  however,  that if the Corporation's  Long
Term Disability Plan, or any successor plan (the "Disability  Plan"), is then in
effect,  the  Executive  shall  not be  deemed  disabled  for  purposes  of this
Agreement  unless the  Executive  is also  eligible for "Total  Disability"  (as
defined in the Disability  Plan) benefits (or similar benefits in the event of a
successor plan) under the Disability Plan.

                      14.10.  Good Reason.  (a) For purposes of this  Agreement,
"Good Reason" shall mean the occurrence  after a Change in Control of any of the
following events or conditions:

                                (1) a change in the Executive's  status,  title,
position or responsibilities  (including reporting  responsibilities)  which, in
the  Executive's  reasonable  judgment,  represents  an adverse  change from his
status,  title,  position or  responsibilities  as in effect  immediately  prior
thereto;  the  assignment  to the  Executive  of any duties or  responsibilities
which, in the Executive's reasonable judgment, are inconsistent with his status,
title,  position or  responsibilities;  or any removal of the Executive  from or
failure to reappoint or reelect him to any of such offices or positions,  except
in connection with the termination of his employment for Disability, Cause, as a
result of his death or by the Executive other than for Good Reason;

                                (2) a reduction in the  Executive's  annual base
salary below the Base Amount;

                                (3)  the   relocation  of  the  offices  of  the
Corporation  at which the Executive is  principally  employed to a location more
than twenty-five (25) miles from the location of such offices  immediately prior
to the Change in Control,  or the  Corporation's  requiring  the Executive to be
based anywhere  other than such offices,  except to the extent the Executive was
not previously  assigned to a principal  location and except for required travel
on the  Corporation's  business to an extent  substantially  consistent with the
Executive's business travel obligations at the time of the Change in Control;

                                (4) the failure by the Corporation to pay to the
Executive any portion of the Executive's  current  compensation or to pay to the
Executive  any  portion of an  installment  of deferred  compensation  under any
deferred  compensation  program  of  the  Corporation  in  which  the  Executive
participated, within seven (7) days of the date such compensation is due;

                                (5)  the  failure  by  the  Corporation  to  (A)
continue  in  effect  (without   reduction  in  benefit  level,   and/or  reward
opportunities)  any material  compensation or employee benefit plan in which the
Executive  was  participating  immediately  prior  to  the  Change  in  Control,
including,  but not  limited  to, any of the plans  listed in Appendix A hereto,
unless a substitute or  replacement  plan has been  implemented  which  provides
substantially identical compensation or benefits to the Executive or (B) provide
the Executive with compensation and benefits,  in the aggregate,  at least equal
(in terms of benefit levels and/or reward  opportunities)  to those provided for
under each other  compensation or employee benefit plan, program and practice in
which  the  Executive  was  participating  immediately  prior to the  Change  in
Control;

                                (6) the  failure  of the  Corporation  to obtain
from its  Successors or Assigns the express  assumption  and agreement  required
under Section 10 hereof; or

                                (7) any purported termination of the Executive's
employment  by the  Corporation  which is not  effected  pursuant to a Notice of
Termination  satisfying  the  terms  set  forth in the  definition  of Notice of
Termination  (and,  if  applicable,  the terms set  forth in the  definition  of
Cause).

                           (b) Any  event  or  condition  described  in  Section
14.10(a)(1) through (7) which occurs (1) within six (6) months prior to a Change
in  Control  or (2) at any time  prior to a Change  in  Control  but  which  the
Executive reasonably demonstrates (A) was at the request of a Third Party or (B)
otherwise  arose in connection  with, or in  anticipation of a Change in Control
which  has  been  threatened  or  proposed  and  which  actually  occurs,  shall
constitute  Good Reason for purposes of this Agreement  notwithstanding  that it
occurred prior to a Change in Control.

                      14.11.  Incentive  Plan.  For purposes of this  Agreement,
"Incentive  Plan" shall mean the General  Semiconductor,  Inc. Annual  Incentive
Plan, or any successor annual incentive plan, maintained by the Corporation.

                      14.12.  Notice  of  Termination.   For  purposes  of  this
Agreement,  following a Change in Control,  "Notice of Termination" shall mean a
written  notice of  termination  of the  Executive's  employment,  signed by the
Executive  if to  the  Corporation  or  by a  duly  authorized  officer  of  the
Corporation  if to the  Executive,  which  indicates  the  specific  termination
provision  in this  Agreement,  if any,  relied  upon and  which  sets  forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

                      14.13.  Person.  For purposes of this Agreement,  "Person"
shall  mean a person  within  the  meaning  of  Sections  13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended.

                      14.14.  Pro Rata Bonus.  For  purposes of this  Agreement,
"Pro Rata Bonus"  shall mean the Bonus  Amount  multiplied  by a fraction of the
numerator  of which is the  number  of days in the year in which an  Executive's
Termination  Date occurs  through the  termination  date and the denominator of
which is 365.

                      14.15.   Subsidiary.   For  purposes  of  this  Agreement,
"Subsidiary"  shall  mean a  corporation  as  defined  in  Section  424(f) (or a
successor  provision to such  section) of the Internal  Revenue Code of 1986, as
amended,  and regulations  and rulings  thereunder,  with the Corporation  being
treated as the employer corporation for purposes of this definition.

                      14.16.  Successors  and  Assigns.  For  purposes  of  this
Agreement,  "Successors and Assigns" shall mean, with respect to the Corporation
or the Corporation, a corporation or other entity acquiring all or substantially
all the assets and business of the Corporation or the  Corporation,  as the case
may be (including this Agreement) whether by operation of law or otherwise.

                      14.17.  Termination  Date. For purposes of this Agreement,
"Termination Date" shall mean (a) in the case of the Executive's death, his date
of death, (b) if the Executive's employment is terminated for Disability, thirty
(30) days after Notice of  Termination  is given  (provided  that the  Executive
shall not have returned to the  performance  of his duties on a full-time  basis
during such thirty (30) day  period) and (c) if the  Executive's  employment  is
terminated for any other reason, the date specified in the Notice of Termination
(which,  in the case of a  termination  for Cause  shall not be less than thirty
(30) days,  and in the case of a  termination  for Good Reason shall not be more
than  sixty  (60)  days,  from the date such  Notice of  Termination  is given);
provided,  however,  that if  within  thirty  (30)  days  after  any  Notice  of
Termination  is given the party  receiving  such Notice of  Termination  in good
faith  notifies the other party that a dispute  exists  concerning the basis for
the termination,  the Termination Date shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties, or by the
final judgment,  order or decree of a court of competent  jurisdiction (the time
for  appeal   therefrom  having  expired  and  no  appeal  having  been  taken).
Notwithstanding the pendency of any such dispute, the Corporation shall continue
to pay the Executive his Base Amount and continue the Executive as a participant
in  all  compensation,  incentive,  bonus,  pension,  profit  sharing,  medical,
hospitalization, dental, life insurance and disability benefit plans in which he
was  participating  when the notice giving rise to the dispute was given,  until
the dispute is finally resolved in accordance with this Section 14.17 whether or
not the dispute is resolved in favor of the Corporation, and the Executive shall
not be  obligated  to repay to the  Corporation  any  amounts  paid or  benefits
provided pursuant to this sentence.

                      14.18.  Voting  Power.  For  purposes  of this  Agreement,
"Voting  Power"  shall mean the combined  voting  power of the then  outstanding
Voting Securities.

                      14.19. Voting Securities.  For purposes of this Agreement,
"Voting  Securities"  shall  mean,  with  respect  to  the  Corporation  or  any
Subsidiary,  any  securities  issued  by the  Corporation  or  such  Subsidiary,
respectively,  which  generally  entitle  the  holder  thereof  to vote  for the
election of directors of the Corporation.

                IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed by their duly  authorized  officers and the  Executive  has executed
this Agreement as of the day and year first above written.

                                                    GENERAL SEMICONDUCTOR, INC.


                                                    By:________________________



                                                    By:________________________