Elantic Semiconductor, Inc. EXHIBIT 10.19









	











	


EXHIBIT 10.19



EXECUTIVE
CHANGE IN
CONTROL
SEVERANCE BENEFITS
AGREEMENT



     THIS
EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT (the
“AGREEMENT”) is entered into on           
          
          
           between
          
          
          
           (“Executive”) and ELANTEC SEMICONDUCTOR,
INC., a Delaware corporation (the “COMPANY”). This
Agreement is intended to provide Executive with the compensation and benefits
described herein upon the occurrence of specific events. 




     Certain
capitalized terms used in this Agreement are defined in Article VI. 



     The
Company and Executive hereby agree as follows: 



ARTICLE 1
EMPLOYMENT
BY THE COMPANY



     1.1
Executive is currently employed as an executive of the Company. 



     1.2
This Agreement shall remain in full force and effect so long as Executive is
employed by Company; provided, however, that the rights and obligations of the
parties hereto contained in Articles II through VII shall survive Two and One
Half (2-1/2) years following a Covered Termination (as hereinafter defined). 



     1.3
The Company and Executive wish to set forth the compensation and benefits which
Executive shall be entitled to receive in the event that there is a Change in
Control or Executive’s employment with the Company terminates following a
Change in Control under the circumstances described in Article II of this
Agreement. 



     1.4
The duties and obligations of the Company to Executive under this Agreement
shall be in consideration for Executive’s past services to the Company,
Executive’s continued employment with the Company and Executive’s
execution of the general waiver and release described in Section 3.2. 



     1.5
This Agreement shall not supersede or affect any other agreements relating to
Executive’s employment or severance, or a change in control of the Company. 



ARTICLE II
SEVERANCE
BENEFITS



     2.1
Entitlement To Severance Benefits. If Executive’s employment
terminates due to an Involuntary Termination or a Voluntary Termination for Good
Reason within twelve (12) months following a Change in Control, the termination
of employment will be a Covered Termination and the Company shall pay Executive
the compensation and benefits described in this Article II. If Executive’s
employment terminates, but not due to an Involuntary Termination or a Voluntary
Termination for Good Reason within twelve (12) months following a Change in
Control, then the termination of employment will not be a Covered
Termination and Executive will not be entitled to receive any payments or
benefits under this Article II. 




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     Payment
of any benefits described in this Article II shall be subject to the
restrictions and limitations set forth in Article III. 




     2.2
Lump Sum Severance Payment. The Company shall pay to the Executive his
base pay through Date of Covered Termination at the rate in effect at the time
Notice of Termination is given, subject to any applicable withholding of
federal, state or local taxes, plus (i) that portion of your targeted cash bonus
prorated through the Date of Covered Termination, and (ii) all other amounts to
which you are entitled under any compensation plan or practice of the Company at
the time such payments are due. Within thirty (30) days following a Covered
Termination, Executive shall receive a lump sum payment equal to one hundred
percent (100%) of the sum of Annual Base Pay and Annual Bonus at target, subject
to any applicable withholding of federal, state or local taxes. 



     2.3
Stock Options. In accordance with Section 4.3, certain stock options held
by the Executive may become fully vested and exercisable upon a Change in
Control (regardless of whether a Covered Termination occurs) and the period of
time following a Covered Termination may be extended. 



     2.4
Welfare Benefits. Following a Covered Termination, Executive and his
covered dependents will be eligible to continue their Welfare Benefit coverage
under any Welfare Benefit plan or program maintained by the Company on the same
terms and conditions (including cost to Executive) as in effect immediately
prior to the Covered Termination, for the One (1) year following the Covered
Termination. 



     With
respect to any Welfare Benefits provided through an insurance policy, the
Company’s obligation to provide such Welfare Benefits following a Covered
Termination shall be limited by the terms of such a policy; provided that (i)
the Company shall make reasonable efforts to amend such policy to provide the
continued coverage described in this Section 2.4, and (ii) if a policy providing
health benefits is not amended to provide the continued benefits described in
this Section 2.4, the Company shall pay for the cost of comparable replacement
coverage (or Medigap insurance if Executive qualifies for Medicare) until the
end of the One (1) year period following the Covered Termination. 



     The
Company shall reimburse Executive for any income tax liability due as a result
of the provision of Welfare Benefits under this Article II (and as a result of
any payments due under this paragraph) in order to put Executive in the same
after-tax position as if no taxable Welfare Benefits had been provided. 



     This
Section 2.4 is not intended to affect, not does it affect, the rights of
Executive, or Executive’s covered dependents, under any applicable law with
respect to health insurance continuation coverage. 



     2.5
Mitigation. Except as otherwise specifically provided herein, Executive
shall not be required to mitigate damages or the amount of any payment provided
under this Agreement by seeking other employment or otherwise, nor shall the
amount of any payment provided for under this Agreement be reduced by any
compensation earned by Executive as a result of employment by another employer
or by retirement benefits after the date of the Covered Termination, or
otherwise. 




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ARTICLE III
LIMITATIONS
AND CONDITIONS ON BENEFITS



     3.1
Withholding of Taxes. The Company shall withhold appropriate federal,
state or local income and employment taxes from any payments hereunder. 



     3.2
Employee Agreement and Release Prior to receipt of Benefits. Upon the
occurrence of a Covered Termination, and prior to the receipt of any benefits
under this Agreement on account of the occurrence of a Covered Termination,
Executive shall, as of the date of a Covered Termination, execute an employee
agreement and release in the form attached hereto as Exhibit A. Such employee
agreement and release shall specifically relate to all of Executive’s
rights and claims in existence at the time of such execution and shall confirm
Executive’s obligations under the Company’s standard form of
proprietary information agreement. It is understood such employee release and
agreement shall comply with applicable law. In the event Executive does not
execute such release and agreement within the period required by applicable law,
or if Executive revokes such employee agreement and release within the period
permitted by applicable law, no benefits shall be payable under this Agreement
and this Agreement shall be null and void. 



ARTICLE IV
OTHER RIGHTS
AND BENEFITS



     4.1
Nonexclusivity. Nothing in the Agreement shall prevent or limit
Executive’s continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices provided by the
Company and for which Executive may otherwise qualify, nor shall anything herein
limit or otherwise affect such rights as Executive may have under any stock
option or other agreements with the Company. Except as otherwise expressly
provided herein, amounts which are vested benefits or which Executive is
otherwise entitled to receive under any plan, policy, practice or program of the
Company at or subsequent to the date of a Covered Termination shall be payable
in accordance with such plan, policy, practice or program. 



     4.2
Parachute Payments. In the event that any amount or benefit received or
to be received by Executive pursuant to this Agreement (other than payment
pursuant to this Section 4.2) would constitute an “excess parachute
payment” subject to excise tax under Section 4999 of the Code, the Company
shall pay to Executive the amount of any such excise tax; provided, however,
that no payment shall be made under this Section 4.2 to the extent that it would
reduce Executive’s after-tax income. 



     4.3
Stock Options. Company shall take all actions necessary to amend all
stock option agreements evidencing outstanding stock options and restricted
stock grant agreements granted to Executive: (i) upon a Change in Control to
provide for full accelerated vesting and exercisability of that portion of the
Executive’s outstanding options to purchase Elantec Common Stock (or
securities of the surviving entity that are issuable upon exercise of stock
options following the Change in Control) that would have vested over the
subsequent two (2) years, (ii) to permit Executive to exercise any vested
options and restricted stock following his termination of service to the Company
as an employee or consultant for up to three (3) months (or such longer period
as may currently apply) and (iii) to permit Executive to exercise the options
and restricted stock for at least the twelve (12) months following a Covered
Termination. Notwithstanding the foregoing, the Company shall not amend a stock
option agreement to the extent that an amendment would result in a charge to
earnings for the Company, would adversely affect Executive’s financial
position, or cause Executive to be subject to liability under Section 16(b) of
the Securities Exchange Act of 1934, as amended. 




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     4.4
Indemnity  Agreement. The Indemnity  Agreement  signed by the Executive upon employment with the
Company will remain in full force and effect for 5 years following the Date of Covered Termination. 




ARTICLE V

NON-ALIENATION OF BENEFITS



     No
benefit hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to so subject a
benefit hereunder shall be void. 



ARTICLE VI
DEFINITIONS



     For
purposes of the Agreement, the following terms shall have the meanings set forth
below: 




     6.1
“Agreement” means this Executive Change in Control Severance Benefits Agreement. 




     6.2
“Annual Base Pay” means Executive’s annual base pay at the
rate in effect during the last regularly scheduled payroll period immediately
preceding (i) the Change in Control or (ii) the Covered Termination, whichever
is greater. 



     6.3
“Annual Bonus” means the Executive’s projected or
estimated annual cash incentive bonus at target for the fiscal year of the
Company in which termination of employment occurs. 




     6.4
“Change in Control” means the consummation of any of the following transactions: 





             (a)  the
stockholders of the Company approve a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power represented by
the voting securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders of the Company approve a plan of
liquidation or dissolution of the Company or an agreement for the sale, lease, exchange
or other transfer or disposition by the Company of all or substantially all (more than
fifty percent (50%)) of the Company's assets; 



             (b)  any
person (as such term is used in Sections 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), is or becomes the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) directly or indirectly of 25% or more of the Company's
outstanding Common Stock; or 




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             (c)  a
change in the composition of the Board of Directors of the Company within a three (3)
year period, as a result of which fewer than a majority of the directors are Incumbent
Directors. “Incumbent Directors” shall mean directors who either: 




                          (A)    are
directors of the Company as of the date hereof; 



                          (B)    are
elected, or nominated for election, to the Board of Directors of the Company with the
affirmative votes of at least a majority of the directors of the Company who are
Incumbent Directors described in (A) above at the time of such election or nomination; or 



                          (C)    are
elected, or nominated for election, to the Board of Directors of the Company with the
affirmative votes of at least a majority of the directors of the Company who are
Incumbent Directors described in (A) or (B) above at the time of such election or
nomination. 





     Notwithstanding
the foregoing, “Incumbent Directors” shall not include an individual
whose election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company. 




     6.5 “Company” means
Elantec Semiconductor, Inc., a Delaware corporation, and any successor thereto.  



     6.6 “Covered
Termination” means an Involuntary Termination or a Voluntary Termination for Good
Reason within twelve (12) months following a Change in Control. No other event shall be a
Covered Termination for purposes of this Agreement.  



     6.7 “Date
of Covered Termination” means the First Date following the last date of the
executive’s employment with the Company.  



     6.8 “Date
of Notice of Termination” means the date the executive is given notice, either
verbal or written, that his employment with the Company has been or will be terminated.  



     6.9 “Involuntary Termination” means Executive’s dismissal or
discharge by the Company (or, if applicable, by the successor entity) for
reasons other than fraud, misappropriation or embezzlement on the part of
Executive which resulted in material loss, damage or injury to the Company.
Notwithstanding the foregoing, Executive shall not be deemed to have been
terminated for one of these reasons, unless and until there shall have been
delivered to Executive a copy of a resolution, duly adopted by the affirmative
vote of not less than three-quarters of the entire membership of the
Company’s Board of Directors at a meeting of the Board called and held for
the purpose (after reasonable notice to Executive and an opportunity for the
Executive, together with Executive’s counsel, to be heard before the Board
of Directors), finding that in the good faith opinion of the Board of Directors,
Executive was guilty of conduct set forth in the immediately preceding sentence
and specifying the particulars thereof in detail. 



     The
termination of an Executive’s employment would not be deemed to be an
“Involuntary Termination” if such termination occurs as a result of
the death or disability of Executive. 




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     6.10
“Voluntary Termination for Good Reason” means that the
Executive voluntarily terminates his employment after any of the following are
undertaken without Executive’s express written consent: 




             (a)      the
assignment to Executive of any duties or responsibilities which result in any diminution
or adverse change of Executive's position, status or circumstances of employment as in
effect immediately prior to a Change in Control of the Company; any removal of Executive
from or any failure to reelect Executive to any of such positions, except in connection
with the termination of his employment for death, disability, retirement, fraud,
misappropriation, embezzlement or any other voluntary termination of employment by
Executive other than Voluntary Termination for Good Reason; 



             (b)      a
reduction by the Company in Executive's Annual Base Pay or targeted annual cash incentive
bonus in effect at the time; 



             (c)      any
failure by the Company to continue in effect any benefit plan or arrangement, including
incentive plans or plans to receive securities of the Company, in which Executive is
participating at the time of a Change in Control of the Company (hereinafter referred to
as "Benefit Plans"), or the taking of any action by the Company which would adversely
affect Executive's participation in or reduce Executive's benefits under any Benefit
Plans or deprive Executive of any fringe benefit enjoyed by Executive at the time of a
Change in Control of the Company, provided, however, that Executive may not terminate for
Good Reason following a Change in Control of the Company if the Company offers a range of
benefit plans and programs which, taken as a whole, are comparable to the Benefit Plans
as determined in good faith by Executive; 



             (d)      a
relocation of Executive, or the Company's principal executive offices if Executive's
principal office is at such offices, to a location more than fifteen (15) miles from the
location at which Executive performed Executive's duties prior to a Change in Control of
the Company, except for required travel by Executive on the Company's business to an
extent substantially consistent with Executive's business travel obligations at the time
of a Change in Control of the Company; 



             (e)      any
breach by the Company of any provision of this agreement; or 



             (f)      any
failure by the Company to obtain the assumption of this agreement by any successor or
assign of the Company. 





     6.11
“Welfare Benefits” means benefits providing for coverage or
payment in the event of Executive’s death, disability, illness or injury
that were provided to Executive immediately before a Change in Control, whether
taxable or non-taxable and whether funded through insurance or otherwise. 




ARTICLE VII
GENERAL
PROVISIONS




     7.1
Employment Status. This Agreement does not constitute a contract of
employment or impose on Executive any obligation to remain as an employee, or
impose on the Company any obligation (i) to retain Executive as an employee,
(ii) to change the status of Executive as an at-will employee, or (iii) to
change the Company’s policies regarding termination of employment. 




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     7.2
Notices. Any notices provided hereunder must be in writing and such
notices or any other written communication shall be deemed effective upon the
earlier of personal delivery (including personal delivery by telex or facsimile)
or the third day after mailing by first class mail, to the Company at its
primary office location and to Executive at his address as listed in the
Company’s payroll records. Any payments made by the Company to Executive
under the terms of this Agreement shall be delivered to Executive either in
person or at his address as listed in the Company’s payroll records. 



     7.3
Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein. 



     7.4
Waiver. If either party should waive any breach of any provisions of the
Agreement, he or it shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement. 



     7.5
Complete Agreement. This Agreement, including Exhibit A and other written
agreements referred to in this Agreement, constitutes the entire agreement
between Executive and the Company and it is the complete, final, and exclusive
embodiment of their agreement with regard to this subject matter. It is entered
into without reliance on any promise or representation other than those
expressly contained herein. 



     7.6
Amendment or Termination of Agreement. This Agreement may be changed or
terminated only upon the mutual written consent of the Company and Executive.
The written consent of the Company to a change or termination of this Agreement
must be signed by an executive officer of the Company after such change or
termination has been approved by the Compensation Committee of the
Company’s Board of Directors. 



     7.7
Counterparts. This Agreement may be executed in separate counterparts,
any one of which need not contain signatures of more than one party, but all of
which taken together will constitute one and the same Agreement. 



     7.8
Headings. The headings of the Articles and sections hereof are inserted
for convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof. 



     7.9
Successors and Assigns.  This Agreement is intended to bind and inure to
the benefit of and be enforceable by Executive and the Company, and their
respective successors, assigns, heirs, executors and administrators, except that
Executive may not assign any of his duties hereunder and he may not assign any
of his rights hereunder without the written consent of the Company, which
consent shall not be withheld unreasonably. 



     7.10.  Attorney
Fees. If Executive brings any action to enforce his rights hereunder, Executive shall be
entitled to recover his reasonable attorneys' fees and costs incurred in connection with
such action, regardless of the outcome of such action. 




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     7.11  Choice of Law. 
All questions concerning the construction, validity and interpretation of this
Agreement will be governed by the law of the State of California. 



     7.12 
Non-Publication. The parties mutually agree not to disclose publicly the
terms of this Agreement except to the extent that disclosure is mandated by
applicable law. 



     7.13 
Construction of Plan. In the event of a conflict between the text of the
Agreement and any summary, description or other information regarding the
Agreement, the text of the Agreement shall control. 



     IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and
year written above. 



ELANTEC
SEMICONDUCTOR, INC.
a Delaware
Corporation













	



By: /s/ Richard M. Beyer
——————————————

Richard M. Beyer
President and Chief Executive Officer	



By: /s/ Executive's Signature
——————————————

Name:          
Title:          







	


Exhibit A: Employee
Agreement and Release















	




Page 1 of 2 




Exhibit A




Elantec
Semiconductor, Inc.




Employee
Agreement and Release



     I
understand and agree completely to the terms set forth in the foregoing
agreement. 



     I
hereby confirm my obligations under the Company’s standard form of
proprietary information agreement. 



     I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected this
settlement with the debtor.” I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims I may have against the
Company. 



     Except
as otherwise set forth in this Agreement, I hereby release, acquit and forever
discharge the Company, its parents and subsidiaries, and their officers,
directors, agents, servants, employees, shareholders, successors, assigns and
affiliates, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations of
every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed (other than any claim for
indemnification) I may have as a result of any third party action against me
based on my employment with the Company), arising out of or in any way related
to agreements, events, acts or conduct at any time prior to and including the
Effective Date of this Agreement, including but not limited to: all such claims
and demands directly or indirectly arising out of or in any way connected with
my employment with the Company or the termination of that employment, including
but not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of compensation; claims pursuant to any
federal, state or local law or cause of action including, but not limited to,
the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
in Employment Act of 1967, as amended (“ADEA”); the federal American
with Disabilities Act of 1990; the California Fair Employment and Housing Act,
as amended; tort law; contract law; wrongful discharge; discrimination; fraud;
defamation; emotional distress; and breach of the implied covenant of good faith
and fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to release the Company from its obligation to indemnify you
pursuant to the Company’s Indemnification Agreement and to provide you with
continued coverage under the Company’s directors and officers liability
insurance policy to the same extent that it has provided such coverage to
previously departed officers and directors of the Company. 















	




Page 2 of 2 




     I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under ADEA. I also acknowledge that the consideration given for the
waiver and release in the preceding paragraph hereof is in addition to anything
of value which I was already entitled. I further acknowledge that I have been
advised by this writing, as required by the ADEA, that: (a) my waiver and
release do not apply to any rights or claims that may arise after the Effective
Date of this Agreement; (b) I have the right to consult with an attorney prior
to executing this Agreement; (c) I have twenty-one (21) days to consider this
Agreement (although I may choose to voluntarily execute this Agreement earlier);
(d) I have seven (7) days following the execution of this Agreement by the
parties to revoke the Agreement; and (e) this Agreement shall not be effective
until the date upon which the revocation period has expired, which shall be the
eighth day after this Agreement is executed by me, provided that the Company has
also executed this Agreement by that date (“Effective Date”). 










			By: ______________________________ 



Date: ______________________________