Exhibit 10.19
 
ZILOG
EMPLOYMENT AGREEMENT
 
 
This Agreement is made by and between Zilog, Inc., a Delaware
corporation (hereinafter "Zilog") and Jim Thorburn (hereinafter
"Thorburn"), whereby Zilog and Thorburn agree that Thorburn accepts
employment as Senior Vice President and Chief Financial Officer of
Zilog, under the following terms and conditions:
 
1. Term.  Zilog and Thorburn agree that Thorburn will be Senior Vice President
and Chief Financial Officer of Zilog for a period of twenty-four (24) months,
commencing on 5-22-98 and ending 5-21-00.  This Agreement may be extended
upon written agreement of Zilog and Thorburn.  If during the term of this
Agreement a "Change in Control" of Zilog occurs, the term of this Agreement
will be extended for a period of twenty four (24) months commencing on the
earlier of the effective date of the Change in Control or the date this
Agreement would otherwise expire; provided, however, in the case of a Change
in Control that is subject to an agreement that is executed before the date
this Agreement would otherwise expire but becomes effective on a closing date
that will occur after the date this Agreement would otherwise expire, there
will be no such automatic twenty-four month extension if the closing date
does not occur within six (6) months after the date this Agreement would
otherwise expire.  Under these circumstances the term of this Agreement shall
be extended six (6) months from the date it would otherwise expire.
 
For the purposes of this Agreement, "Change in Control" shall mean the
occurrence of any of the following events:
 
(i) A change in the composition of the board of directors of Zilog, Inc.,
as a result of which fewer than two-thirds of the incumbent directors
are directors who either:
 
(a) Had been directors of Zilog, Inc. twenty-four (24) months prior
to such change; or
 
(b) were elected, or nominated for election, to the board of
directors of Zilog, Inc. with the affirmative votes of at least a
majority of the directors who had been directors of Zilog, inc.
twenty-four (24) months prior to such change and who were still
in office at the time of the election or nomination;
 
(ii) any "person" (as such term is used in sections 13(d) and 14(d) of the
Exchange Act) other than Zilog, Inc. (or its designee), by the
acquisition or aggregation of securities is or becomes the beneficial
owner, directly or indirectly of securities of Zilog, Inc. representing
twenty percent (20%) or more of the combined voting power of  Zilog,
Inc.'s then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at
elections of directors;
 
(iii) the sale of all or substantially all of the assets of Zilog, Inc. to a
third party who is not an affiliate (including a parent or subsidiary)
of Zilog, Inc., or;
 
(iv) any acquisition of stock, tender offer, merger, consolidation, sale,
reorganization, dissolution or other such event or series of events,
which in the opinion of a majority of the members of the board of
Zilog, Inc. (as reflected in a written resolution of the board of
Zilog, inc.) has resulted in a change of control of Zilog, Inc.
 
2. Extent of Services.  Thorburn shall devote his entire time, attention and
energies to his position as Senior Vice President and Chief Financial Officer
of Zilog and shall not, during the term of this Employment Agreement, be
engaged in any other business activity, except as set forth below, whether or
not such business activity is pursued for gain, profit or other pecuniary
advantage; provided, that Thorburn may engage in: 1) personal investment
activities: or 2) service on Boards of Directors of other companies;
consistent with Zilog's Conflict of Interest policy.
 
3. Compensation.
 
A. Salary.  For each month of employment, Zilog will pay, or cause to be
paid, to Thorburn the sum of at least  $18,750.00 as base salary.  Such
sum will be paid in monthly installments or such other normal periodic
payment schedule as Zilog may establish for its executives.  Thorburn's
salary will be reviewed periodically in accordance with established
salary review procedures and adjustments to his salary, if any, will be
based upon such reviews.
 
B. Employee Performance Incentive Plan and Executive Bonus Plan.  Thorburn
will be eligible to receive Awards and Payouts in accordance with the
terms of the Zilog Employee Performance Incentive Plan (hereinafter
"EPIP"), and the EPIP Executive Bonus Plan (hereinafter "Executive
Bonus") as such plans may be modified from time to time and as
modified by this Agreement.
 
C. Zilog Employee Stock Option Plan.  Zilog has provided to Thorburn stock
options under the 1998 Long Term Incentive Plan (hereinafter "LTIP"),
a copy of such plan being attached hereto.  Vesting will continue in
accordance with the plan provisions during the term of this Agreement.
 
4. Benefits.  As an employee of Zilog, Thorburn will be entitled to such
benefits as Zilog normally provides its executives.  In addition, Zilog will
provide Thorburn with Directors and officers (D&O) insurance in an amount
deemed appropriate by the Company.
 
5. Company Policies.  Thorburn agrees to be bound by all Zilog Company Policies
applicable to its employees including but not limited to Business Ethics,
Conflict of interest, Proprietary Information and Antitrust Compliance, and
he agrees to sign any such documents as Zilog requests evidencing such
agreement.
 
6. Termination of Employment.  Zilog reserves the right to terminate the
employment of Thorburn at any time during the term of this Agreement, for any
reason or for no reason, with or without cause, by giving Thorburn at least
thirty (30) days written notice of such termination or compensation in lieu
of notice; and Thorburn may terminate his employment by giving at least thirty
(30) days written notice to Zilog.  Zilog reserves the right to accelerate any
deferred resignation date given it by Thorburn, and any such acceleration of
such date will not alter the character of such termination from voluntary to
involuntary.
 
7. Payment Upon Termination.  Notwithstanding any other provisions of this
Agreement to the contrary, Zilog'' obligations to Thorburn, if his employment
with Zilog is terminated prior to the end of this Agreement, shall be as
follows:
 
A. If Thorburn voluntarily resigns his employment for 1) other than Good
Reason (as defined in paragraph 7.B. below) or 2) other than Retirement
(as defined in Paragraph 7.C. below) or 3) other than the sale, merger
or change in ownership of Zilog (as defined in paragraph 7.G. below)
prior to the termination date of this Agreement, he will be entitled
to:  (1) base salary then due and owing for services previously
performed, (2) payouts under EPIP which become payable to Thorburn
pursuant to the terms of EPIP prior to the effective date of
resignation, and (3)
 
B. payouts under the Executive Bonus which become payable to Thorburn
pursuant to the terms of the Executive Bonus prior to the effective
date of resignation.  Upon payment of the foregoing items, Zilog will
have no further obligation to Thorburn.
 
C. If Thorburn voluntarily resigns his employment for Good Reason, as
defined herein, prior to the termination date of this Agreement, he
will be entitled to the benefits provided in Paragraph 7.D. below.
Good Reason, as used herein, shall mean:
 
(i) a reduction in Thorburn's authority, responsibility or status as
Senior Vice President and Chief Financial Officer such that
Thorburn ceases to be an "officer" as that term is defined in
the regulations under Section 16 of the Securities Exchange Act
of 1934;
 
(ii) a reduction in Thorburn's base salary other than in connection
with a general reduction applicable to the Senior Vice Presidents
of Zilog who are members of the Executive Committee;
 
(iii) a reduction in form and effect or cessation of any benefit or
compensation plan, except EPIP, the Executive Bonus, the Deferred
Compensation Plan, or those that may occur for the Zilog employee
group in general in accord with a general policy change;
 
(iv) a requirement to relocate, except for the office relocations that
would not increase Thorburn's one-way commute distance by more
than 20 miles;
 
(v) any material breach of this Agreement on the part of Zilog not
fully remedied by Zilog within sixty (to) days after written
notice by Thorburn of such breach.
 
D. If Thorburn retires as defined in PM60-05 prior to the termination date
of this Agreement, he will be entitled to the following at the
effective date of retirement:  (1) base salary then due and owing for
services previously performed, (2) payouts under EPIP for Awards made
prior to the effective date of the retirement, and (3) payouts under
the Executive Bonus for Awards made prior to the effective date of the
retirement.  EPIP and Executive Bonus Awards may also be granted at
Zilog's sole discretion for the year in which the retirement occurs,
prorated to the date of the retirement.  Payouts for all Awards will be
made at the same time and on the same schedule as those for active
employees.  Upon the payment of the foregoing items, Zilog will have no
further obligation to Thorburn.
 
E. If Zilog terminates Thorburn's employment during the term of this
Agreement other than for 1) Cause or Detrimental Activity as defined in
7.E. below, or 2) the sale, merger or change in ownership of Zilog (as
defined in paragraph 7.G. below) he will be entitled to receive the
following:  (1) the then current base salary for the period remaining
in this Agreement, (2) payouts under EPIP for Awards made prior to the
effective date of termination of employment which payouts are payable
to Thorburn pursuant to the terms of EPIP prior to expiration of the
term of this Agreement, and (3) payouts under the Executive Bonus for
Awards made prior to the effective date of termination of employment
which payouts are payable to Thorburn pursuant to the terms of the
Executive Bonus prior to expiration of the term of this Agreement.
Thorburn will not be eligible for Awards under EPIP or the Executive
Bonus made after the date on which his employment at Zilog ceased of
for payouts made on any Awards after the expiration date of this
Agreement.  Vesting of stock options granted under LTIP will continue
for the period remaining in the Agreement.  Upon the payment of the
foregoing items, Zilog will have no further obligation to Thorburn.
 
F. If Zilog terminates Thorburn during the term of this Agreement for
Cause, or for Detrimental Activity as defined herein, Zilog will have
no further monetary obligation to Thorburn other than:  (1) any base
salary then due and owing for services previously performed, (2)
payouts under EPIP which become payable to Thorburn pursuant to the
terms of EPIP prior to the effective date of termination, and (3)
payouts under the Executive Bonus which become payable to Thorburn
pursuant to the terms of the Executive Bonus prior to the effective
date of termination.  Cause or Detrimental Activity shall be a willful
violation of a major company policy, conviction of any criminal or
civil law involving moral turpitude, willful misconduct which results
in a material reduction in Thorburn's effectiveness in the performance
of his duties, or willful and reckless disregard for the best interests
of the Company.
 
G. If Thorburn ceases to be an employee of Zilog during the term of this
Agreement because of total and permanent disability or death, Zilog's
obligations to Thorburn or his beneficiaries will be limited solely to:
(1)  any base salary then due and owing for services previously
performed, (2) payouts in accordance with the terms of EPIP, (3)
payouts in accordance with the terms of the Executive Bonus and (4) any
benefits including LTIP benefits normally provided by Zilog it its
employees due to or on account of total and permanent disability or
death.
 
H. If Thorburn leaves his employment, either voluntarily for Good Reason
or involuntarily for reasons other than for Cause or Detrimental
Activity, following the effective date of a Change in Control prior to
the termination date of this Agreement, he will be entitled to receive
the following:  (1) the then current base salary for the period
remaining in this Agreement, payable in a cash lump sum not more than
five (5) business days following the date of leaving employment, (2)
payouts under EPIP for Awards made prior to the effective date of
termination of employment, and (3) payouts under the Executive Bonus
for Awards made prior to the effective date of termination of
employment.  EPIP and Executive Bonuses shall also be awarded for the
year in which the termination of employment occurs and shall be
calculated in accordance with the terms of such arrangements assuming
the date of Thorburn's termination is the last day of Zilog's fiscal
year and based on Zilog's financial performance for the portion of such
fiscal year that includes calculated financials for Zilog as a separate
entity.  All of the above EPIP and Executive Bonus Awards shall be paid
in a cash lump sum within five (5) business days of the date of
Thorburn's termination of employment.  All outstanding unvested stock
options whether granted under LTIP or otherwise will continue to vest
for the period of time remaining in the Agreement (the "Continuation
Period").  Regardless of the provisions of LTIP or any other plans or
agreements, the Continuation Period shall be counted as employment with
Zilog for purposes of vesting under all options and for purposes of
determining the expiration date of any stock options held by Thorburn
when his employment terminates.  During the remaining term of this
Agreement Thorburn (and, where applicable, his dependents) shall be
entitled to continue participation in the group insurance plans
maintained by Zilog, including life, disability and health insurance
programs, as if he were still an employee of Zilog.  To the extend that
Zilog finds it impossible to cover Thorburn under its group insurance
policies during such period,
 
I. Zilog shall provide Thorburn with individual policies which offer at
least the same level of coverage and which impose not more than the
same costs on him as if he were still an employee of Zilog.  The
foregoing notwithstanding, in the event that Thorburn becomes eligible
for comparable group insurance coverage in connection with new
employment, the coverage provided by Zilog under this paragraph shall
terminate immediately.  Any group health continuation coverage that
Zilog is otherwise required to offer under the Consolidated Omnibus
Budget Reconciliation Act of 1986 ("COBRA") shall be offered when
coverage under this paragraph terminates.
 
Except as provided in the paragraph immediately following, upon payment
of the foregoing items, Zilog will have no further obligation to
Thorburn.
 
In the event that it is determined that any payment or distribution of
any type to or for the benefit of Thorburn made by Zilog, any of its
affiliates, by any person who acquires ownership or effective control
of Zilog or ownership of a substantial portion of Zilog's assets
(within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended, and the regulations thereunder (the "Code")) or by
any affiliate of such person, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the
"Total Payments"), would be subject to the excise tax imposed by
section 4999 of the Code or any interest or penalties with respect to
such excise tax (such excise tax, together with any such interest or
penalties, are collectively referred to as the "Excise Tax"), then
Thorburn shall be entitled to receive an additional payment (a "Gross-
Up Payment") in an amount that shall fund the payment by Thorburn of
any Excise Tax on the Total Payments as well as all income taxes
imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up
Payment and any interest or penalties imposed with respect to taxes on
the Gross-Up Payment or any Excise Tax.
 
All mathematical determinations and all determinations of whether any
of the total Payments are "parachute payments" (within the meaning of
Section 280G of the Code) that are required to be made hereunder,
including all determinations of whether a Gross-Up Payment is required
and of the amount of such Gross-Up Payment, shall be made by the
independent auditors retained by Zilog most recently prior to the
Change In Control (the "Auditors"), who shall provide their
determination (the "Determination"), together with detailed
supporting calculations regarding the amount of any Gross-Up Payment
and any other relevant matters, both to Zilog and to Thorburn within
seven (7) business days of Thorburn's termination date, if applicable,
or such earlier time as is requested by Zilog or by Thorburn (if
Thorburn reasonably believes that any of the Total Payments may be
subject to the Excise Tax).  If the Auditors determine that no Excise
Tax is payable by Thorburn, it shall furnish Thorburn with a written
statement that such Auditors have concluded that no Excise Tax is
payable (including the reasons therefor) and that Thorburn has
substantial authority not to report any Excise Tax on his federal
income tax return.  If a Gross-Up Payment is determined to be payable,
it shall be paid to Thorburn within five (5) business days after the
Determination is delivered to Zilog or Thorburn.  Any determination by
the Auditors shall be binding upon Zilog and Thorburn, absent manifest
error.
 
As a result of uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Auditors
hereunder, it is possible that Gross-Up Payments not made by Zilog
should have been made ("Underpayments") or that Gross-Up Payments
will have been made by Zilog which should not have been made
("Overpayments").  In either event, the Auditors shall determine the
amount of the Underpayment or Overpayment that has occurred.  In the
case of an Underpayment, the amount of such Underpayment shall promptly
be paid by Zilog to or for the benefit or Thorburn.  In the case of an
Overpayment, the employee shall, at the direction and expense of Zilog,
take such steps as are reasonably necessary (including the filing of
returns and claims for refund), follow reasonable instructions from,
and procedures established by, Zilog and otherwise reasonably cooperate
with Zilog to correct such Overpayment; provided, however, that (a)
Thorburn shall in no event be obligated to return to Zilog an amount
greater than the net after-tax portion of the Overpayment that Thorburn
has retained or has recovered as a refund from the applicable taxing
authorities, and (b) this provision shall be interpreted in a manner
consistent with the intent of this excise tax restoration provision
which is to make Thorburn whole, on an after-tax basis, for the
application of the Excise Tax, it being understood that the correction
of an Overpayment may result in Thorburn's repaying to Zilog an amount
which is less than the Overpayment.
 
8. Thorburn Representations.  Thorburn represents to Zilog that to the best of
his knowledge he is under no obligation to any employer or third party which
would preclude his full, complete and unfettered discharge of his duties
under this Agreement.
 
9. Notices.  Any notices required to be given hereunder shall be in writing,
and if by Zilog shall be addressed to Thorburn as indicated in Zilog's
personnel records or such other address as Thorburn shall specify in writing,
and if by Thorburn to Zilog at:
 
Zilog, Inc.
Suite 110
910 East Hamilton Avenue
Campbell, California  95008
ATTENTION:  Vice President, Human Resources
 
Such addresses may be changed by written notice from either Zilog or
Thorburn, to the other.
 
10. Amendment.  This Agreement may be amended only in writing, signed by both
parties hereto.
 
11. Successors and Assigns.  This Agreement shall inure to the benefit of and
be binding upon Zilog, its successors and assigns.  Thorburn may not assign,
transfer, pledge or hypothecate any of his rights or obligations hereunder,
Awards or payouts under EPIP or the Executive Bonus or other compensation to
which he may be entitled hereunder.  Zilog will require any successor
(whether direct or indirect, by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the business and/or assets of
Zilog to assume expressly and agree, in substance and form satisfactory to
Thorburn, to perform this Agreement in the same manner and to the same extent
Zilog would be required to perform it if no succession had taken place.
 
12. Waiver of Breach.  The waiver by Zilog of a breach of any provision of this
Agreement by Thorburn shall not operate or be construed as a waiver of any
subsequent breach by Thorburn.
 
13. Severability.  The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision
hereof.
 
14. Entire Agreement.  This entire Agreement consists of this document,
together with the following documents:
 
A. EPIP, to be attached as Exhibit I when finalized;
B. Executive Bonus, to be attached as Exhibit II when finalized;
C. Zilog 1998 Long Term Incentive Plan, to be attached as Exhibit III when
   finalized;
D. Employee Proprietary Rights and Non-Disclosure Agreement, attached as
   Exhibit IV;
E. Conflict of Interest Statement, attached as Exhibit V;
F. Statement addressed to "Human Resources," attached as Exhibit VI;
G. Policy on Business Ethics, attached as Exhibit VII; and
H. PM60-05, attached as Exhibit VIII.
 
15. Governing Law.  This Employment Agreement shall be governed by the laws of
the State of California, without regard to conflict of laws principles.
 
 
Executed effective: May 22, 1998
                    -------------------
                                (DATE)
 
By:    /s/ James M. Thorburn            By:_/s/ Curtis J. Crawford_____
 
Dated: May 22, 1998                     Dated: May 22, 1998