Exhibit 10.1


 


TERMINATION
AGREEMENT


 


This TERMINATION AGREEMENT (“Agreement”)
is made and entered into this         
day of April, 2010, between [·] (“Executive”) and Techwell, Inc. (“Techwell”).


 


RECITALS


 


WHEREAS, Techwell, Navajo Merger Sub, Inc. (“Purchaser”) and Intersil Corporation (“Intersil”)
have entered into that certain Agreement and Plan of Merger, dated as of March 22,
2010 (the “Merger Agreement”);


 


WHEREAS, Intersil
intends to acquire Techwell by way of a tender offer (the “Tender Offer”)
by Purchaser to purchase up to 100% of Techwell’s issued and outstanding shares
of common stock and following the date on which Purchaser accepts for payment
all shares of Techwell validly tendered and not properly withdrawn pursuant to
the Tender Offer (the “Acceptance Date”),
Purchaser will be merged into Techwell, with Techwell continuing as the
surviving corporation and a wholly owned subsidiary of Intersil (the “Merger”).


 


WHEREAS, Techwell and Executive have entered into an
agreement to provide the Executive with enhanced financial security and
sufficient encouragement to remain with Techwell upon a change of control by
providing the Executive with certain severance benefits upon the Executive’s
termination of employment in connection with a change of control, pursuant to
the Change of Control Severance Agreement, dated as of [·] 2007  (the “Change of Control Agreement”);


 


WHEREAS, pursuant to Section 6.11(e) of
the Merger Agreement, effective as of the Acceptance Date, the Change of
Control Agreement will be terminated; and


 


WHEREAS, Techwell and Executive desire to enter into
this Agreement in order to reflect the termination of the Executive’s Change of
Control Agreement effective as of the Acceptance Date.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the mutual
covenants and agreements herein, the Executive and Techwell each hereby agrees
as follows:


 


1.             Termination of Change of Control Agreement.  Effective as of the Acceptance Date, the
Change of Control Agreement will be terminated and only Section 5 of the Change
of Control Agreement will survive such termination.  The Executive hereby acknowledges that he
will have no further rights or benefits under the Change of Control Agreement
as of the Acceptance Date, except for those set forth below in Section 2
of this Agreement.


 


2.             Payments and Benefits. 
In consideration of the termination of the Change of Control Agreement, Executive
will be entitled to receive 1) the payments described in Sections 4(a)(i) and
4(a)(ii) of the Change of Control Agreement, less applicable withholding, payable
within thirty (30) days after the Acceptance Date, subject to Section 5 of
the Change of Control Agreement and 2) the benefits described in Section 4(a)(iv) of
the Change of Control Agreement upon the Acceptance Date.


 

















 


3.                  No Termination of Employment.  The Executive and Techwell hereby acknowledge
that the Executive’s employment with Techwell has not been terminated as the
result of the termination of the Change of Control Agreement or the execution of
this Agreement.


 


4.                  Section 409A Compliance.  The Executive and Techwell intend that the
termination of the Change of Control Agreement and the transactions
contemplated herein be compliant with Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”),
and shall be interpreted and construed to comply in accordance therewith.  Notwithstanding anything contained herein to
the contrary, in no event shall Techwell or its affiliates be responsible for
any penalty or excise tax incurred by the Executive under Section 409A.


 


5.                  Miscellaneous.


 


(a) Effective
Date.  This Agreement shall be
effective on the Acceptance Date.  In the
event the Merger Agreement is terminated before the Tender Offer is consummated,
this Agreement shall be terminated ab initio.


 


(b) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in a
manner as to be effective and valid under applicable law, but if any provision
shall be held to be prohibited or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating or affecting the remainder of such provision or any of the
remaining provisions of this Agreement.


 


(c) Modification.
This Agreement may be modified only in writing, and such writing must be signed
by both parties and recited that it is intended to modify this Agreement.


 


(d) Successors.
This Agreement establishes contract rights which shall be binding upon, and
shall inure to the benefit of, the successors, assigns, heirs and legal
representatives of the parties hereto.


 


(e) Counterparts.
This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and the
same agreement.


 


(f) Costs
and Expenses. Executive acknowledges that (i) he has consulted with or
has had the opportunity to consult with independent counsel of his own choice
concerning this Agreement, and has been advised to do so by Techwell, and (ii) he
has read and understands the Agreement, is fully aware of its legal effect, and
has entered into it freely based on his own judgment. Each party shall be
solely responsible for and shall bear all of its own costs and expenses
incident to its obligations under and in respect of this Agreement, including,
but not limited to, any such costs and expenses incurred by such party in
connection with the negotiation, preparation, performance of and compliance
with the terms of this Agreement.


 


[Signature page follows]


 

















 


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
and delivered as of the date and year first written above.


 


 


	
   

  	
  TECHWELL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]