exv10w28






Exhibit 10.28




ZILOG, INC.

2004 OMNIBUS STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT



Option Agreement Summary. You have been granted a stock option award pursuant to the
Zilog, Inc. 2004 Omnibus Stock Incentive Plan. This cover page is a summary of certain terms of
your stock option. The full terms of your stock option are contained in the accompanying
agreement. If there is any discrepancy between this summary and the text of the stock option
agreement, the option agreement shall control.




	 	 	 	 	 

	Optionee:

	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Date of Grant:
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Option Exercise Price:
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Option Shares:
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	Option Term:

	 	10 years from the Date of Grant	 	 
	 
	 	 	 	 
	Vesting and Exercisability:
	 	 	 	 
	 	 	 	 	 





     Options granted to employees or other Plan participants residing outside North America
may be subject to taxation or other local restrictions. Any obligations arising from such stock
option awards, exercises or sales of stock are the sole responsibility of the participant,
including but not limited to, obligations for remittance of appropriate local income taxes (see
Section 20 of the Option Agreement).



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          THIS AGREEMENT (the “Option Agreement”) is made and entered into as of                                         ,
2004 (the “Date of Grant”), by and between Zilog, Inc., a Delaware corporation (the “Company”), and
[                                        ] (the “Optionee”). Capitalized terms not defined herein shall have the
meaning given to them in the Company’s 2004 Omnibus Stock Incentive Plan (the “Plan”). Where the
context permits, references to the Company or any of its Subsidiaries or affiliates shall include
the successors to the foregoing.




          Pursuant to the Plan, the Administrator has determined that the Optionee is to be granted an
option (the “Option”) to purchase Shares, subject to the terms and conditions set forth in the Plan
and herein, and hereby grants such Option.




          This Option is intended to be a nonqualified stock option. The prospectus for the Plan
describes the differences between a nonqualified stock option and an incentive stock option.




          1. Number of Shares and Exercise Price. The Option entitles the Optionee to purchase
[                    ] Shares (the “Option Shares”) at a price of $[                    ] per share (the “Option Exercise
Price”).




          2. Option Term. The term of the Option and of the Option Agreement (the “Option
Term”) shall commence on the Date of Grant and, unless the Option is previously terminated pursuant
to Paragraph 5 below, shall terminate upon the expiration of ten (10) years from the Date of Grant
(the “Expiration Date”). As of the Expiration Date, all rights of the Optionee hereunder shall
terminate.




          3. Conditions of Exercise.





	 	(a)	 	Subject to Paragraph 5 below, the Option shall become vested and exercisable
as to                                         , provided that the Optionee has been continuously employed by
or providing services to the Company or any Subsidiary or affiliate through each such
date.
	 
	 	(b)	 	Except as otherwise provided herein, the right of the Optionee to purchase
Option Shares with respect to which the Option has become exercisable and vested may
be exercised in whole or in part at any time or from time to time prior to the
Expiration Date; provided, however, that the Option may not be exercised for a
fraction of a Share.





          4. Method of Exercise. This Option may be exercised, in whole or in part, by means of
a written notice of exercise to the Company in the form attached hereto as Exhibit A, or in
such other form as may be approved by the Administrator from time to time, accompanied by payment
in full of the aggregate Option Exercise Price which may be made (i) in cash or by check, (ii) to
the extent permitted by applicable law, by means of any cashless exercise or same day sale
procedure approved by the Administrator, (iii) in the form of unrestricted Shares already owned by
the Optionee for at least six months on the date of surrender to the extent the unrestricted Shares
have a Fair Market Value on




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the date of surrender equal to the aggregate Option Exercise Price of the Shares as to which
such Option shall be exercised, or (iv) any combination of the foregoing.



          5. Termination of Employment or Service;
Change in Control.




	 	(a)	 	If the Optionee’s employment with or service to the Company, or any
Subsidiary or affiliate thereof, terminates for any reason other than for Cause, the
Option, to the extent vested and exercisable as of the date of such termination, shall
expire 90 days following the date of such termination (180 days in case of termination
of employment or service due to death or Disability) and the Option, to the extent not
vested and exercisable as of the date of such termination, shall expire as of such
date. Notwithstanding the foregoing, if the Optionee’s employment with or service to
the Company, any Subsidiary or affiliate thereof terminates for Cause, the Option,
whether or not vested or exercisable, shall expire as of the date of such termination.
In no event shall the Option be exercisable after the Expiration Date.
	 
	 	(b)	 	Upon the occurrence of a Change in Control, any portion of the Option that is
outstanding at such time shall become fully and immediately vested and exercisable.





          6. Adjustments. The Option and all rights and obligations under this Option Agreement
are subject to Section 5 of the Plan.




          7. Nontransferability of Option. Except by will or under the laws of descent and
distribution and as set forth in the following two sentences, the Optionee may not sell, transfer,
pledge or assign the Option, and, during the lifetime of the Optionee, only the Optionee may
exercise the Option. Notwithstanding the foregoing, during the Optionee’s lifetime, the
Administrator may, in its sole discretion, permit the transfer, assignment or other encumbrance of
the Option. Additionally, subject to the approval of the Administrator and to any conditions that
the Administrator may prescribe, the Optionee may, upon providing written notice to the Company,
elect to transfer the Option (i) to members of his or her Immediate Family, provided that no such
transfer may be made in exchange for consideration, (ii) by instrument to an inter vivos or
testamentary trust in which the Option is to be passed to beneficiaries upon the death of the
Optionee, or (iii) pursuant to a qualified domestic relations order within the meaning of Section
414(p) of the Code or any similar instrument, to the extent permitted by applicable law. Any
attempted sale, transfer, pledge, assignment, encumbrance or other disposition of the Option
contrary to the provisions hereof shall be null and void and without effect.




          8. Notice. Whenever any notice is required or permitted hereunder, such notice shall
be in writing and shall be given by personal delivery, facsimile, first class mail, certified or
registered with return receipt requested. Any notice required or permitted to be delivered
hereunder shall be deemed to have been duly given on the date which it is personally delivered or,
whether actually received or not, on the third business




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day after mailing or 24 hours after transmission by facsimile to the respective parties named
below.




	 	 	 	 	 	 	 

	 

	 	If to the Company:
	 	Zilog, Inc.
	 	 
	 

	 	 	 	6800 Santa Teresa Blvd.	 	 
	 

	 	 	 	San Jose, CA 95119	 	 
	 

	 	 	 	Phone: (408) 513-1500	 	 
	 

	 	 	 	Fax: (408) 513-1600	 	 
	 

	 	 	 	Attn.: Corporate Controller	 	 
	 
	 	 	 	 	 	 
	 

	 	If to the Optionee:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Facsimile:                                         	 	 






          Either party may change such party’s address for notices by duly giving notice pursuant
hereto.




          9. Withholding Requirements. Pursuant to Section 12 of the Plan, the Company (or
Subsidiary or affiliate, as the case may be) has the right to require the Optionee to remit to the
Company (or Subsidiary or affiliate, as the case may be) in cash an amount sufficient to satisfy
any federal, state and local tax withholding requirements related to the exercise of the Option.
With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by
electing to have the Company withhold from delivery Shares or by delivering Shares, in each case,
having a value equal to the aggregate required minimum tax withholding to be collected by the
Company or any Subsidiary or affiliate thereof. Such Shares shall be valued at their Fair Market
Value on the date on which the amount of tax to be withheld is determined. Fractional share
amounts shall be settled in cash.




          10. Compliance with Laws.




          (a) Shares shall not be issued pursuant to the exercise of the Option granted hereunder
unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without limitation, the Securities Act
of 1933, as amended, the Exchange Act, the Sarbanes-Oxley Act of 2002 and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. The Company shall be under no
obligation to effect the registration pursuant to the Securities Act of 1933, as amended, of any
interests in the Plan or any Shares to be issued hereunder or to effect similar compliance under
any state laws.




          (b) All certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Administrator may deem advisable under the
rules, regulations, and other requirements of the Securities and Exchange




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Commission, any stock exchange upon which the Shares may then be listed, and any applicable
federal or state securities law, and the Administrator may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions. The Administrator may
require, as a condition of the issuance and delivery of certificates evidencing Shares pursuant to
the terms hereof, that the recipient of such Shares make such agreements and representations as the
Administrator, in its sole discretion, deems necessary or desirable.




          11. Protections Against Violations of Agreement. No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other)
or other disposition of, or creation of a security interest in or lien on, any of the Option Shares
by any holder thereof in violation of the provisions of this Option Agreement or the Articles of
Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any of
such Option Shares on its books nor will any of such Option Shares be entitled to vote, nor will
any dividends be paid thereon, unless and until there has been full compliance with such provisions
to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu
of any other remedies, legal or equitable, available to enforce said provisions.




          12. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any
time any provision of the Option Agreement shall in no way be construed to be a waiver of such
provision or of any other provision hereof.




          13. Governing Law. The Option Agreement shall be governed by and construed according
to the laws of the State of Delaware without regard to its principles of conflict of laws.




          14. Incorporation of the Plan. The Plan, as it exists on the date of the Option
Agreement and as amended from time to time, is hereby incorporated by reference and made a part
hereof, and the Option and this Option Agreement shall be subject to all terms and conditions of
the Plan. In the event of any conflict between the provisions of the Option Agreement and the
provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise.
The term “Section” generally refers to provisions within the Plan; provided, however, the term
“Paragraph” shall refer to a provision of this Option Agreement.




          15. Amendments. This Option Agreement may be amended or modified at any time by an
instrument in writing signed by each of the parties hereto; provided, however, that any amendment
or modification that does not impair the rights of the Optionee may be effectuated by the
Administrator without the consent of the Optionee.




          16. Rights as a Shareholder. Neither the Optionee nor any of the Optionee’s
successors in interest shall have any rights as a shareholder of the Company with respect to any
Option Shares until the Optionee has given written notice of exercise, has paid in full for such
Shares, and has satisfied the requirements in Sections 12, 13(b) and 13(c) of the Plan.




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          17. Agreement Not a Contract of Employment. Neither the Plan, the granting of the
Option, the Option Agreement nor any other action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, express or implied, that the Optionee has a right to
continue to be employed by, or to provide services as a director, consultant or advisor to, the
Company, any Subsidiary or affiliate thereof for any period of time or at any specific rate of
compensation.




          18. Authority of the Administrator. The Administrator shall have full authority to
interpret and construe the terms of the Plan and the Option Agreement. The determination of the
Administrator as to any such matter of interpretation or construction shall be final, binding and
conclusive.




          19. Binding Effect. The Option Agreement shall apply to and bind the Optionee and the
Company and their respective permitted assignees or transferees, heirs, legatees, executors,
administrators and legal successors.




          20. Tax Representation. The Optionee has reviewed with his or her own tax advisors
the Federal, state, local and foreign tax consequences of the transactions contemplated by this
Option Agreement. The Optionee is relying solely on such advisors and not on any statement or
representations of the Company or any of its agents. The Optionee understands that he or she (and
not the Company) shall be responsible for any tax liability that may arise as a result of the
transactions contemplated by the Option Agreement.




          21. Acceptance. The Optionee hereby acknowledges receipt of a copy of the Plan and
this Option Agreement. Optionee has read and understands the terms and provisions thereof, and
accepts the Option subject to all the terms and conditions of the Plan and the Option Agreement.




[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties hereto have executed and delivered the Option Agreement on the
day and year first above written.



	 	 	 	 	 

	 	 	ZILOG, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 	 	 	 	 
	 

	 	Title:	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	OPTIONEE
	 
	 	 	 	 
	 	 	Signature:
	 	 	 	 	 
	 

	 	Name:	 	 
	 	 	 	 	 
	 	 	Address:
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Telephone No.:
	 	 	 	 	 
	 	 	Social Security No.:
	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	NUMBER OF	 	OPTION	 	 
	DATE OF	 	SHARES SUBJECT	 	EXERCISE	 	EXPIRATION
	GRANT	 	TO OPTION	 	PRICE	 	DATE