Exhibit 10.33

Terms of Compensation



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|Name:               |  | Charlie Lesko                                                                                                                                                                                                                                                                                                                                               
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|Title:              |  | Senior Vice President, Sales and Marketing                                                                                                                                                                                                                                                                                                                  
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|Base Salary:        |  | 290,000                                                                                                                                                                                                                                                                                                                                                     
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|Bonus Plan:         |  | $25,000 one-time net hire date bonus                                                                                                                                                                                                                                                                                                                        
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|                    |  | Eligible for participation in the companys Key Manager Incentive Program and Sales Incentive Plan with combined target payout at 70% of base salary and a maximum payout of 150% of base
salary                                                                                                                                                            
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|Equity Awards:      |  | Eligible to participate in the Amended and Restated AMIS Holdings, Inc. 2000 Equity Incentive Plan.                                                                                                                                                                                                                                                         
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|Health Benefits:    |  | eligible for group insurance program consisting of a hospital, surgical, major medical, life, dependent life, accidental death insurance and dental plan, and an annual executive
physical                                                                                                                                                                  
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|401K:               |  | company match of 50% of the employees first 6% contribution, not to exceed 50% of the 402(g) limit                                                                                                                                                                                                                                                         
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|Relocation:         |  | Relocation Assistance from Irvine, California to Dallas, Texas                                                                                                                                                                                                                                                                                              
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|Severance Payments: |  | Change of control severance agreement provides that, in the event that the executives employment with the Company is involuntarily terminated, other than for cause or by reason of the
executives death or disability, within ninety days prior to or two years after a change of control, the Company shall pay to the executive the following benefits:
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|                    |  |      a lump sum payment in cash equal to the value of his earned but unpaid annual base salary and other
vested but unpaid cash entitlements through the termination date;                                                                                                                                                                                 
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|                    |  |      any other vested benefits earned through the termination date under any employee benefit plan or
arrangement maintained by the Company;                                                                                                                                                                                                               
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|                    |  |      a cash payment in an amount equal to the sum of nine-twelfths of the executives then-current
annual base salary and then-current target bonus;                                                                                                                                                                                                       
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|                    |  |      a cash payment in an amount equal to the cost to the executive to purchase COBRA benefits for the
eighteen month period after the termination.                                                                                                                                                                                                        
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|                    |  | In addition, one-half of the executives then-outstanding equity awards will accelerate and become fully vested.                                                                                                                                                                                                                                            
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|                    |  | Should the executive remain in the employ of the Company as of the day prior to the effective date of the change of control, the Company will also pay the executive a cash payment equal to
three-twelfths of the executives annual base salary in effect immediately prior to the change of control.