**Exhibit 10.17**

April 3, 2006

Nick Antonopoulos4355 Montmorency CourtSan Jose, CA 95118

Dear Nick:

ZiLOG, Inc. (“ZiLOG or the “Company”) is pleasedto offer you the assignment of Executive Vice President Worldwide Sales,reporting to Jim Thorburn, Chief Executive Officer. You will be an ExecutiveOfficer of the Company and therefore subject to Section 16 of theSecurities Exchange Act of 1934.

Your salary will be $20,833.33 per month which equatesapproximately to an annual salary of $250,000 and a monthly car allowance of$550 per month. All payments per this paragraph are gross before applicabletaxes and required withholdings.

ZiLOG is offering you a guaranteed bonus, in lieu ofyour incentive plan for your first six months of continuous full-time regularemployment in the amount of $87,500.00 which is 70% of your base salary. Thiswill be paid out in two payments of $43,750. The first payment of $43,750 willbe paid following your first three months of employment and your second paymentof $43,750 will be paid following the first six months of employment. Allnormal statutory tax deductions and other withholdings will be deducted fromthese payments.
| 1st Payout  After first 3 Months | ** ** | **2nd Payout  After first 6 Months** | ** ** | **Total**  |
|----------------------------------|------------|--------------------------------------|------------|------------|
| $43,750.00                       |       | $43,750.00                           |       | $87,500.00 |

 

Note:  Thispayout guarantee has the following stipulations. It will be pro-rated based onany leave of absence. It will not be paid out if any gross mis-conduct or other“for cause” termination results. The payout will be calculated based on theannual salary in this offer letter dated April 3, 2006. All amounts areless any applicable taxes and other required withholdings. You must be afull-time regular employee with continuous employment at the end of the firstthree months of employment to receive the first payout and at the end of thefirst six months of employment to receive the second payout.

Following your first six-month period of employment,you will then become eligible to participate in the ZiLOG Incentive Program.Your incentive rate will be 60% of “earned” base pay at the 100% target levelwhich will be paid out quarterly based on achieving certain revenue and designwin targets. You will receive a separate letter formalizing the details of thisincentive plan once you become eligible to participate.

The Company will recommend to its Board of Directorsto grant you the following:

1.)    At aCompensation Committee meeting, the Company will recommend to its Board ofDirectors to grant you the option to purchase 70,000 shares of ZiLOG commonstock at fair market value (closing price) on the date of grant. If approved,such stock options would typically have a four-year vesting schedule startingon your date of grant and an exercise price equal to ZiLOG’s closing commonstock price on the date of the grant. The options will be subject to the termsand conditions of the applicable stock option plan and/or stock optionagreement.

2.)    If aftersix months of continuous regular full-time employment status and strongperformance, the Company will again recommend that that its Board of Directorsgrant you the option to purchase an additional 70,000 shares of ZiLOG commonstock at fair market value (closing price) on the date of grant. If approved,such stock options would typically have a four-year vesting schedule startingon your date of grant and an exercise price equal to ZiLOG’s closing commonstock 

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price on the date of thegrant. The options will be subject to the terms and conditions of theapplicable stock option plan and/or stock option agreement.

If a change in control of the Company occurs within50% of your unvested stock options will immediately vest at the time of thechange in control.

In your first year rather then the policy accrual of80 hours, you will approximately start accruing 120 hours vacation up untilyour sixth year of service. Then, after six years of service you would beginfollowing the vacation accrual policy which is adding a day for each year ofservice and follow all other policy guidelines. Policy guidelines for vacationare per POL053: Vacation Policy.

Your company benefits are effective as of your firstday of employment, with the exception of Long Term Disability (LTD) whichcommences on your 31st day.

This offer is contingent upon the results of yourreference/background check and educational transcript request. If you choose toaccept this offer, you will be an at-will employee of ZiLOG. This means thateither you or the Company may terminate your employment at any time, with orwithout notice and with or without cause. The at-will nature of your employmentcannot be modified except by in writing signed by both you and one of thefollowing Company representatives:  Headof HR, CFO, or the CEO. You will be required to adhere to all of ZiLOG’spolicies and procedures which are resident on ZiLOG’s Intranet system under theheading “ZiDOC”. You are responsible for familiarizing yourself with thesepolicies as soon as possible and on a regular basis going forward.

The Immigration Reform and Control Act prohibitsemployers from knowingly hiring anyone who is not eligible to work in theUnited States. This law also states that all individuals hired will be requiredto satisfy an employment verification procedure, as described in the enclosed I-9document.

This offer letter dated April 3, 2006 is the onlyagreement concerning your compensation, benefits and all ZiLOG’s obligations toyou and they supersede any prior agreements or understandings concerning suchmatters, whether oral or written. Please acknowledge your acceptance of thisoffer by signing and returning this offer letter within one (1) week fromthe date of this letter.

Welook forward to your participation as part of the ZiLOG team.
| Sincerely,                                             |   |               |
|--------------------------------------------------------|--------|--------------------|
| /s/ MAY JEFFERSON                                 |   | April 3, 2006 |
| May Jefferson  Director of Global Human Resources |   | Date               |

 

Iaccept this offer of employment and the terms of this letter.

| /s/ NICK  ANTONOPOULOS |   | April 10, 2006 |   | April 24, 2006 |
|------------------------|--------|---------------------|--------|---------------------|
| Signature              |   | Date                |   | Start Date          |

 

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