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Key Manager Incentive Plan (KMIP) nd
 
    
    KMIP and Insider Trading PolicyPlease note that each participant in the Key
Manager Incentive Plan is considered a Restricted Individual, and is subject to trading
windows and blackout periods, as per the AMIS Holdings, Inc., Corporate Policy and
Procedure on Insider Trading (see posting found on INsite at
http://insite.amis.com/insider_trading/english.shtml).




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1.0
    
    PURPOSE
    
    
    32.0
    
    TERM
    
    
    33.0
    
    PLAN ADMINISTRATION
    
    
    34.0
    
    MISCELLANEOUS
    
    
    35.0
    
    ELIGIBILITY
    
    
    46.0
    
    TARGET INCENTIVES
    
    
    47.0
    
    INCENTIVE DETERMINATION
    
    
    6
 2006 KMIP
    
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1.0
    
    PURPOSE
  
 2.0
    
    TERM
  
 3.0 PLAN ADMINISTRATION
  
 4.0
    
    MISCELLANEOUS
 A.
    
    This plan provides guidelines only and is not established to grant to any
participant any contractual rights. AMI Semiconductor, Inc. (AMIS) reserves the
absolute right to change this Plan, with or without notice, at any time.B.
    
    Nothing in this Plan shall be construed to create or to imply the creation of a
term contract between AMIS and any participant nor a guarantee of employment for any
specific period of time.C.
    
    AMIS reserves the unilateral right to terminate participation in the Plan of
any individual(s) at any time, with or without cause and with or without prior written
notice.D.
    
    All incentive payments under the Plan are subject to the total discretion of
AMIS, and, prior to distribution pursuant to the provisions of the Plan, incentive
payments may be reduced or eliminated entirely if business considerations of AMIS so
require.
 2006 KMIP
    
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E.
    
    Each participant in the Key Manager Incentive Plan is considered a Restricted
Individual, and is subject to trading windows and blackout periods, as per the AMIS
Holdings, Inc., Corporate Policy and Procedure on Insider Trading (see posting found on
INsite at http://insite.amis.com/insider_trading/english.shtml).
 
 5.0
    
    ELIGIBILITY
  
    
    To receive any payment pursuant to the Plan, the employee must be employed
by AMIS throughout the period of time during which the performance criteria set
forth in the Plan are measured, and also must be employed by AMIS up to and
including the date on which any such payment pursuant to the Plan is made.
    
    Participants who receive a performance rating for the plan year of
development required (DR) are typically ineligible for payout.
    
    Resignation by a plan participant from AMIS automatically disqualifies the
participant from the Plan.
    
    Participation in the Plan in no way affects or restricts AMISs unqualified
right at any time to make any organizational changes that it may deem
appropriate (including, but not limited to, position reassignment).
    
    Other issues of eligibility will be determined by the Plan Committee.
 
 6.0
    
    TARGET INCENTIVES
 A.
    
    At the start of the Plan term, a target incentive percentage will be set for each
participant, based upon level in the organization and approved as described in section
3.0. Each participants specific incentive target will be communicated in an
individual KMIP notice letter.B.
    
    Target incentives for all participants will be expressed as a percentage of
annual base salary as of June 30 of the plan year for mid year incentive payments and
as of December 31 of the plan year for year-end incentive payments.C.
    
    For purposes of the Plan, base salary will be defined as:
 
    
    Belgium employees will be gross monthly salary x 13.92.
    
    France, Italy, Switzerland and Philippines employees will be gross monthly salary x 13
    
    Czech Republic employees will be gross monthly salary x 12.5
    
    The Netherlands employees will be gross monthly salary x 12.96
    
    US, Bulgaria, Canada, UK, Israel, and Germany employees will be gross monthly
salary x 12
 2006 KMIP
    
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
    
    The base salary excludes any incentive payments under the Plan or any of the
AMISs other incentive compensation programs, sales incentive programs,
differentials, or other payments in addition to base salary. The formula for
calculating KMIP is included below:
 Mathematical Representation of Formula for Calculating KMIP Payments
 First Half of the Year = S x (50% x IIP) x CPF 1
 Second Half of the Year = S x (50% x IIP) x CPF 2
 Year End (Calculated only if CPF 3 > 1.0) = S x (100% x IIP) x (CPF 3 1.0)
 Total Earned = (First Half + Second Half + Year End) x IPF
 Where
    
    S= Base Salary (as of June 30 for first half and December 31 for second half)IIP= Individual Incentive Percentage (pre-determined)IPF= Individual Performance Factor for yearCPF1=Company Performance Factor for first half of the yearCPF2 = Company Performance Factor for second half of the yearCPF3 = Company Performance Factor for overall year
 D.
    
    For net guaranteed salaried in Belgium, target incentives will be expressed as a
percentage of 70% of the annual net guaranteed salary. For purposes of the plan,
annual net guaranteed salary will be the net monthly salary of June 30, 2006 x 13.92
for the first half (mid year) incentive and December 31, 2006 x 13.92 for the second
half (year end) incentive. The net monthly salary excludes any incentive payments under
the plan or any of the AMISs other incentive compensation programs, sales incentive
programs, differentials or other payments in addition to base salary .E.
    
    Employees hired into an eligible position during the Plan term will have their
target incentive set based upon their level in the organization. Since the target
incentive percentage applies to base salary paid during the Plan term, the incentive
will be automatically pro-rated from the month they are eligible to participate. An
employee hired into an eligible position must start on or before March 31st for the
first half (mid year) incentive and on or before September 30th for the second half
(year end) incentive to be eligible for the incentive, unless otherwise approved by the
Committee or as part of an approved Executive Offer.F.
    
    Employees newly promoted into an eligible position during the Plan term will
have their target incentive set based upon their level in the organization, similar to
a new hire in Part E above. If the promotion occurs during the focal review period,
they will be eligible for the full 12-month KMIP incentive. If the promotion occurs at
any other time during the Plan term, the incentive will be pro-rated from the month
they are eligible to participate. An employee promoted into an eligible position must
be promoted on or before March 31st for the first half and on or before
September 30th for the second half to be eligible for KMIP incentive.
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G.
    
    Employees who are promoted into a higher pay grade while already participating
in the KMIP will have their target incentive set based upon their post-promotion level
in the organization if promoted on or before March 31st for the first half
payout and on or before September 30th for the second half and year end
payouts. Employees who are promoted into a higher pay grade while already
participating in the KMIP will have their annual target incentive remain at their
pre-promotion level in the organization if promoted after March 31st for the
first half payout and after September 30th for the second half and year end
payouts. Incentive payments will not be pro-rated over two different target incentives
within the same half year.
 
 7.0 INCENTIVE DETERMINATION
 A.
    
    Company Performance Factor: The overall financial performance of the company will be
measured by achievement of minimum and target Operating Income (OI) goals established and
set forth in the companys Operating Plan for 2006 as approved by the Board. The company
performance factor will be calculated as a percentage of OI achieved to specific OI goals
approved.B.
    
    Individual Performance Factor: The individual performance factor is discretionary. The
Individual Performance Factor can range from 0.5 to 1.5 and represents two components. The
first component is recognition for individual performance for the plan year. The second
component supports retention of the key employee for the coming plan year. Any bonus
amount paid above 1.0 is subject to the payback provision described in section D.C.
    
    Incentive Calculation:The actual incentive is calculated by multiplying the plan
participants base salary by their pre-determined KMIP percentage, the company performance
factor, and their individual performance factor as described above. Participants who
receive a performance rating for the plan year of Development Required (DR) are typically
ineligible for any payout.D.
    
    Bonus Repayment Agreement: The portion of KMIP bonus resulting from a performance
factor greater than 1.0 is subject to a pro-rated one-year vesting schedule. While the
retention component of the bonus is paid with the earned KMIP, the employee will be
required to repay the unvested portion of the retention component of the bonus if
voluntarily terminating employment with AMIS within one (1) year of the year end bonus
payment, as per the KMIP Performance Factor Bonus Agreement (see Attachment A). The
repayment agreement states that the repayment amount will be reduced by one/twelfth (1/12)
for each full month of AMIS employment the employee completes after receiving the retention
component of the KMIP bonus. All KMIP participants must sign the Performance Factor Bonus
Agreement before receiving any KMIP payout greater than 1.0.E.
    
    If the company achieves the OI goals, incentive payments will be made in July or August
2006 for the first half of the year. Payments for the second half of the year and the year
end, as well as the adjustments for individual performance factor, will be made in February
or March 2007 as the audited financial statements of the Company are approved.
 2006 KMIP
    
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ATTACHMENT A
 AMI SEMICONDUCTOR, INC.
 WHEREAS
 WHEREAS
 NOW THEREFORE,
 1.
    
    In the event the undersigned employee chooses voluntarily to leave the employment of
AMIS prior to expiration of one (1) year from the date the undersigned employee receives
the additional Performance Factor Bonus, the undersigned employee shall, within ten (10)
days of termination of employment at AMIS, reimburse to AMIS a pro rata amount of the total
amount of the Performance Factor Bonus over a Performance Factor of 1.0 previously
provided. The total amount due will be reduced by one/twelfth for each full month of
employment the undersigned employee completes after receiving the bonus.2.
    
    In the event the undersigned employee fails or refuses to reimburse AMIS for the
increased Performance Factor Bonus as provided herein, the employee agrees that AMIS may,
if it so elects, withhold from any monies otherwise due the undersigned employee upon the
termination of employment (including sums from undersigned employees final payment) such
sum or portion thereof as is due and owing pursuant to this KMIP Performance Factor Bonus
Agreement, and the undersigned employee agrees to hold AMIS harmless for such withholding.3.
    
    This Performance Factor Bonus Agreement is not to be construed as a contract of
employment; AMIS does not agree hereby to employ the undersigned employee for any
particular period of time.
 AMI SEMICONDUCTOR, INC.
    
    EMPLOYEEBy:
    
    
    
    By:(Signature)
    
    
    
    (Signature)Print Name:
    
    
    
    Print Name:Title:
    
    
    
    Date:
 2006 KMIP
    
    Page 7 of 8




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AMI SEMICONDUCTOR, INC.
 WAARBIJ
 WAARBIJ
 DAAROM
 1.
    
    Indien de ondergetekende werknemer op vrijwillige basis beslist de arbeidsovereenkomst
met AMIS te beëindigen voor het verstrijken van één (1) jaar te rekenen vanaf de datum dat
de ondergetekende werknemer de bijkomende Performance Factor Bonus ontvangen heeft, zal de
ondergetekende werknemer binnen de 10 dagen na beëindiging van de arbeidsovereenkomst het
pro rata bedrag van het totale bedrag van de Performance Factor Bonus dat de Performance
Factor 1 overschrijdt, terugbetalen. Het totaal terug te betalen bedrag zal worden
verminderd met 1/12 voor elke volledige maand van tewerkstelling van de ondergetekende
werknemer na ontvangst van de bonus.2.
    
    Indien de ondergetekende zich in de onmogelijkheid bevindt of weigert om de hier
vermelde verhoogde Performance Factor bonus terug te storten aan AMIS, dan verbindt de
werknemer zich ertoe dat AMIS , indien zij dit nodig acht, het bedrag of een gedeelte van
dit bedrag voortkomend uit deze KMIP Performance Factor Overeenkomst mag afhouden van alle
gelden die normal nog te betalen zijn aan de werknemer voortkomend uit het einde van de
overeenkomst (met inbegrip van de finale uitbetaling van ondergetekende werknemers). De
ondergetekende werknemer verbindt zich ertoe om te verzaken aan alle verdere vorderingen
die verband houden met de desbetreffende inhouding door AMIS.3.
    
    Deze Performance Factor Bonus Overeenkomst kan niet beschouwd worden als een
arbeidsovereenkomst en AMIS erkent hierbij niet de ondergetekende werknemer gedurende een
bepaalde periode tewerk te stellen.
 AMI SEMICONDUCTOR, INC.
    
    WERKNEMERDoor:
    
    
    
    Door:(handtekening)
    
    
    
    (handtekening)Naam:
    
    
    
    Naam:Titel:
    
    
    
    Datum: