Exhibit
10.13


 


CHANGE OF CONTROL
AGREEMENT


________________________________________________________________________________________________________


                This Change of Control Agreement
(the “Agreement”) is made and entered into effective as of ____________________,
by and between ___________________ (“Employee”) and Integrated Device
Technology, Inc., a Delaware corporation (the “Company”).


 


RECITALS


 


                The parties hereto
understand from time to time it is possible that another entity may consider
acquiring the Company or a change in control may otherwise occur, with or
without the approval of the Company’s Board of Directors (the “Board”); and


 


                The Board
recognizes that such considerations can be a distraction to Employee and can
cause Employee to consider alternative employment opportunities; and


 


                The Board has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication and objectivity
of Employee, notwithstanding the possibility, threat or occurrence of a Change
of Control (as defined below) of the Company; and


 


                The Board believes
that it is in the best interests of the Company and its shareholders to provide
Employee with an incentive to continue his or her employment with the Company;
and


 


                The Board believes
that it is imperative to provide Employee with certain benefits upon a Change
of Control and, under certain circumstances, upon termination of Employee’s
employment in connection with a Change of Control, which benefits are intended
to provide Employee with financial security and provide sufficient income and
encouragement to Employee to remain with the Company notwithstanding the
possibility of a Change of Control.


 


                To accomplish the
foregoing objectives, the Board of Directors has directed the Company, upon execution
of this Agreement by Employee, to agree to the terms provided in this
Agreement.


 


                In
consideration of the mutual covenants herein contained, and in consideration of
the continuing employment of Employee by the Company, the parties agree as
follows:


 


1.               At-Will Employment.  The Company
and Employee acknowledge that, the Employee’s employment is and shall continue
to be at-will, as defined under applicable law.  If Employee’s employment terminates for any reason, including
(without limitation) any termination prior to a Change of Control, the Employee
shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, the terms of certain
Board resolutions and agreements issued to Employee with respect to the grant
of stock options for the Company’s securities (as described below) and the
Company’s established employee plans and written policies at the time of
termination.  The terms of this 


 


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Agreement shall terminate upon the date that all
obligations of the parties hereunder have been satisfied.  A termination of the terms of this Agreement
pursuant to the preceding sentence shall be effective for all purposes, except
that such termination shall not affect the payment or provision of compensation
or benefits on account of a termination of employment occurring prior to the
termination of the terms of this Agreement.


 


2.               Restricted Stock and Stock Options. 
Subject to Section 6 below, in the event of a Change of Control and
regardless of whether an Employee’s employment with the Company is terminated
in connection with the Change of Control, the vesting schedule for each
unvested share of Common Stock or option to purchase Common Stock held by such
Employee (collectively referred to as the “Shares”) shall be accelerated by two
(2) years.  Thereafter, so long as
Employee remains employed by the Company (or a successor entity), the remaining
Shares that have not otherwise vested as of the Change of Control shall vest
over the remaining vesting term (after taking into account the 2 year
acceleration) applicable to the Shares. 
Each stock option shall be exercisable to the extent so vested in
accordance with the provisions of the option agreement and Plan pursuant to
which such option was granted and each share of restricted stock shall be
freely transferable to the extent so vested in accordance with the provisions
of the agreement pursuant to which such stock was purchased by Employee.


 


3.               Change of Control.


 


3.1.           Termination Following a Change of Control. 
If Employee’s employment with the Company is terminated at any time
within two (2) years after a Change of Control, then Employee shall be entitled
to receive severance benefits as follows:


 


3.1.1.       Voluntary Resignation.  If Employee
voluntarily resigns from the Company (other than as an Involuntary Termination
(as defined below)), then Employee shall not be entitled to receive severance
benefits under this Agreement. 
Employee’s benefits will be terminated under the Company’s then existing
benefit plans and policies in accordance with such plans and policies in effect
on the date of termination.


 


3.1.2.       Involuntary Termination. 
If Employee’s employment is terminated as a result of an Involuntary Termination
other than for Cause, Employee shall be entitled to receive the following
severance benefits: (i) a lump sum severance payment consisting of (a) twelve
(12) months (the “Severance Period”) of the monthly salary which Employee was
receiving immediately prior to the Change of Control and (b) Employee’s “target
bonus” prorated over the Severance Period, with such payment being made on the
termination date; (ii) a prorated amount of Employee’s “target bonus” for the
fiscal year in which the termination occurs (or for the prior fiscal year if a
target bonus has not yet been determined for the fiscal year in which the
termination occurs), calculated based on the number of months during such
fiscal year in which Employee was employed by the Company (or a successor
corporation), with such payment being made on the termination date; (iii)
continuation of all medical, dental, vision and life insurance benefits through
the end of the Severance Period 


 


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substantially identical to those to which Employee was
entitled immediately prior to the Change of Control; and (iv) outplacement
services actually incurred and payable to a third party service provider with a
total value not to exceed $15,000.  For
purposes of this Agreement, the term “target bonus” shall mean that percentage
of Employee’s base salary that is prescribed by the Company under its Annual
Executive Performance Bonus Plan (or successor plan) as the percentage of such
base salary payable to Employee as a bonus if the Company pays bonuses at
one-hundred percent (100%) of its operating plan.


 


3.1.3.       Involuntary Termination for Cause. 
If Employee’s employment is terminated for Cause (as defined below),
then Employee shall not be entitled to receive severance benefits under this
Agreement.  Employee’s benefits will be terminated
under the Company’s then existing benefit plans and policies in accordance with
such plans and policies in effect on the date of termination.


 


3.2.            Termination Apart from Change of Control.  In the event Employee’s employment
terminates for any reason, either prior to the occurrence of a Change of
Control or after the two year period following the effective date of a Change
of Control, then Employee shall not be entitled to receive severance benefits
under this Agreement.  Employee’s
benefits will be terminated in accordance with such plans and policies in
effect on the date of termination.


 


4.               Definition of Terms.  The following
terms referred to in this Agreement shall have the following meanings:


 


4.1.           Change of Control.  “Change of
Control” shall mean the occurrence of any of the following events:


 


4.1.1.       Ownership.  Any “Person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended) is or becomes the “Beneficial Owner” (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting securities (or convertible
under any circumstances into such securities);


 


4.1.2.       Merger/Sale of Assets.  A merger or
consolidation of the Company whether or not approved by the Board of Directors
of the Company, other than a merger or consolidation in which the voting
securities of the Company outstanding immediately prior to the transaction
continue to represent at least fifty percent (50%) of the total voting power of
the Company or such surviving entity immediately after such merger or
consolidation;


 


4.1.3.       Sale of Assets, Liquidation. 
Entering into an agreement for the sale or disposition by the Company of
all or substantially all of the Company’s assets or the shareholders of the
Company approve a plan of complete liquidation of the 


 


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Company in connection with an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s
assets; or


 


4.1.4.        Change in Board Composition.  A change in the composition of the Board of
Directors of the Company, 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 of this Agreement or (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 Incumbent Directors at the time
of such election or nomination (but 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).


 


4.1.5.       In no event shall a spin-off of less than
substantially all of the assets of the Company constitute a Change of Control
for purposes of this Agreement.


 


4.2.           Cause.  “Cause” shall
mean (i) gross negligence or willful misconduct in the performance of an
Employee’s duties to the Company where such gross negligence or willful
misconduct has resulted or is likely to result in substantial and material
damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law; (iv) commission of any act of fraud with respect to
the Company; or (v) conviction of a felony or a crime involving moral turpitude
causing material harm to the standing and reputation of the Company, in each
case as determined in good faith by the Board of Directors of the Company.


 


4.3.           Involuntary Termination. 
“Involuntary Termination” shall include any termination by the Company
other than for Cause and Employee’s voluntary termination, following (i) a
material reduction or change in job duties, responsibilities and requirements
inconsistent with Employee’s position with the Company and Employee’s duties,
responsibilities and requirements as in effect immediately prior to the Change
of Control; (ii) any reduction of Employee’s base compensation or target bonus;
or (iii) Employee’s refusal to relocate to a facility or location more than 50
miles from the Company’s current location.


 


5.               Tax Liability on Payments. 
Notwithstanding anything contained in this Agreement to the contrary, in
the event that the vesting of the options upon a Change of Control together
with all other payments and the value of any benefit received or to be received
by Employee would result in all or a portion of such payment to be subject to
excise tax under Section 4999 of the Internal Revenue Code, then Employee’s
payment shall be either (A) the full payment or (B) such lesser amount which
would result in no portion of the payment being subject to excise tax under
Section 4999 of the Internal Revenue Code, whichever of the foregoing amounts,
taking into account the applicable Federal, state, and local employment taxes,
income taxes, and the excise tax imposed by Section 4999 of the Internal
Revenue Code, results in the receipt by the Employee, on an after-tax basis, of
the greatest amount of the payment notwithstanding that all or some portion of
the payment may be taxable under Section 4999 


 


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of the Internal Revenue Code; provided, however, that
Employee will be entitled to receive the full payment only if the excess of (C)
the “parachute payments” as defined in Section 280G(b)(2) of the Code, over (D)
2.99 times Employee’s “base amount” as defined in Section 280G(b)(3) of the
Code exceeds the sum of (X) the greater of (i) $100,000 or (ii) ten (10)
percent of the payments under this agreement plus (Y) the excise tax imposed
under Section 4999 of the Code, plus (Z) the applicable Federal, state, and
local employment taxes and income taxes imposed on the excess of (i) the
“parachute payments” as defined in Section 280G(b)(2) of the Code, over (ii)
2.99 times Employee’s “base amount” as defined in Section 280G(b)(3) of the
Code.  All determinations required to be
made under this Paragraph 5 shall be made by Company’s independent certified
public accountants serving immediately prior to the Change of Control (the
“Accounting Firm”).  Company shall cause
the Accounting Firm to provide detailed supporting calculations of its
determinations to Company and Employee. 
Notice must be given to the Accounting Firm within fifteen (15) business
days after an event entitling Employee to a payment under this Agreement.  All fees and expenses of the Accounting Firm
shall be borne solely by Company.


 


6.               Certain Business Combinations.


 


6.1             Preclusion of Pooling.  In the event
of receipt of written notification from the Securities and Exchange Commission
that the enforcement of any agreement between Employee and the Company which
allows for the acceleration of vesting of stock and/or stock options upon the
effective date of a Change in Control would preclude accounting for any
proposed business combination as a pooling of interests, and the Board
otherwise desires to approve such a proposed business transaction which
requires that it be accounted for as a pooling of interests, then any such
section of this Agreement shall be null and void.  For purposes of this Section, the Board’s determination shall
require the unanimous approval of the non-employee Board members.


 


6.2             Re-measurement of Stock Option. 
In the event the Securities and Exchange Commission determines that this
Agreement requires the Company to re-measure the price of Employee’s Shares for
any reason other than upon a Change of Control, this Agreement shall be null
and void.


 


6.3             Reserved.


 


 


 


 


7.               Confidentiality.  Employee agrees
that Employee will not, without compulsion of legal process, reveal directly or
indirectly any of the terms of this Agreement to any person or entity except in
confidence to those individuals or entities to whom the disclosure is necessary
to effect the purposes of this Agreement.


 


8.               Successors.  Any successor
to the Company (whether direct or indirect and whether by purchase, lease,
merger, consolidation, liquidation or otherwise) to all or substantially all of



 


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the Company’s business and/or assets shall assume the
obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a
succession.  The terms of this Agreement
and all of Employee’s rights hereunder shall inure to the benefit of, and be
enforceable by, each Employee’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


 


9.               Notice.  Notices and
all other communications contemplated by this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered or when
mailed by U.S. certified mail, return receipt requested and postage
prepaid.  Mailed notices to Employee
shall be addressed to Employee at the home address Employee most recently
communicated to the Company in writing. 
In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention of
its General Counsel.


 


10.         Miscellaneous Provisions.


 


10.1.     No Duty to Mitigate.  Employee
shall not be required to mitigate the amount of any payment contemplated by
this Agreement (whether by seeking new employment or in any other manner), nor,
except as otherwise provided in this Agreement, shall any such payment be
reduced by any earnings that Employee may receive from any other source.


 


10.2.     Waiver.  No provision
of this Agreement shall be modified, waived or discharged as to Employee unless
the modification, waiver or discharge is agreed to in writing and signed by
Employee and by an authorized officer of the Company (other than
Employee).  No waiver by either party of
any breach of, or of compliance with, any condition or provision of this
Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another time.


 


10.3.     Whole Agreement.  No
agreements, representations or understandings which are not expressly set forth
in this Agreement have been made or entered into by either party with respect
to the subject matter hereof.  This
Agreement supersedes any agreement of the same title and concerning similar
subject matter dated prior to the date of this Agreement, and by execution of
this Agreement both parties agree that any such predecessor agreement shall be
deemed null and void.


 


10.4.     Choice of Law.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of California, excluding conflict-of-law
principles that would cause the application of the laws of any other
jurisdiction.


 


10.5.     Severability. If any term or provision of this Agreement be
invalid or unenforceable, such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without invalidating or rendering
unenforceable the remaining terms and provisions of this Agreement, and a
suitable and equitable term or provision shall be 


 


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  substituted therefor to carry out, insofar as may be
  valid and enforceable, the intent and purpose of the invalid or unenforceable
  term or provision.

  
	
   

  	
   

  	
   

  
	
  10.6.

  	
   

  	
  Arbitration.  Any
  dispute or controversy arising under or in connection with this Agreement may
  be settled at the option of either party by binding arbitration before a
  single arbitrator in the County of Santa Clara, California, in accordance
  with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the
  arbitrator’s award in any court having jurisdiction.  In no event shall incidental,
  consequential or punitive damages be awarded to either party.

  
	
   

  	
   

  	
   

  
	
  10.7.

  	
   

  	
  Legal Fees and Expenses. 
  The parties shall each bear their own expenses, legal fees and other
  fees incurred in connection with this Agreement.

  
	
   

  	
   

  	
   

  
	
  10.8.

  	
   

  	
  No Assignment of Benefits. 
  The rights of any person to payments or benefits under this Agreement
  shall not be made subject to option or assignment, either by voluntary or
  involuntary assignment or by operation of law, including (without limitation)
  bankruptcy, garnishment, attachment or other creditor’s process, and any
  action in violation of this subsection shall be void.

  
	
   

  	
   

  	
   

  
	
  10.9.

  	
   

  	
  Employment Taxes.  All
  payments made pursuant to this Agreement will be subject to withholding of applicable
  income and employment taxes.

  
	
   

  	
   

  	
   

  
	
  10.10.

  	
   

  	
  Assignment by Company. The Company may assign its rights under this
  Agreement to an affiliate, and an affiliate may assign its rights under this
  Agreement to another affiliate of the Company or to the Company; provided,
  however, that no assignment shall be made if the tangible assets of the
  assignee are less than $100 million at the time of assignment.  In the case of any such assignment, the
  term “Company” when used in a section of this Agreement shall mean the
  corporation that actually employs Employee.

  
	
   

  	
   

  	
   

  
	
  10.11.

  	
   

  	
  Counterparts.  This
  Agreement may be executed in counterparts, each of which shall be deemed an original,
  but all of which together will constitute one and the same instrument.

  



 


                IN WITNESS WHEREOF, each of the
parties has executed this Agreement, in the case of the Company by its duly
authorized officer, as of the day and year first above written.


 


	
  Integrated Device Technology, Inc.

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Greg S. Lang

  	
   

  	
   

  
	
  President and Chief Executive Officer

  	
   

  	
   

  



 


 


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