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                                                                   EXHIBIT 10.13


                              EMPLOYMENT AGREEMENT


This Agreement supersedes the Employment Agreement between Zilog and Michael J.
Bradshaw which extends to December 15, 1996.

This Agreement is made by and between Zilog, Inc., a California corporation
(hereinafter "Zilog") and Michael J. Bradshaw (hereinafter "Bradshaw"), whereby
Zilog and Bradshaw agree that Bradshaw accepts employment as Sr. Vice President,
Operations of Zilog, under the following terms and conditions:

1.       Term. Zilog and Bradshaw agree that Bradshaw will be Sr. Vice
         President, Operations of Zilog for a period of twenty four (24) months,
         commencing on November 6, 1996 and ending November 5, 1998. This
         Agreement may be extended upon written agreement of Zilog and Bradshaw.

2.       Extent of Services. Bradshaw shall devote his entire time, attention
         and energies to his position as Sr. Vice President, Operations of Zilog
         and shall not, during the term of this Employment Agreement be engaged
         in any other business activity whether or not such business activity is
         pursued for gain, profit or other pecuniary advantage; provided, that
         Bradshaw may engage in personal investment activities consistent with
         Zilog's Conflict of Interest Policy.


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3.       Compensation.

         A.       Salary. For each month of employment, Zilog will pay, or cause
                  to be paid, to Bradshaw the sum of at least $17,500 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. Bradshaw'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.
                  Bradshaw 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
                  Bradshaw stock options under the 1990 Zilog Employee Stock
                  Option Plan (hereinafter "ZSOP") and the 1994 Long Term
                  Incentive Plan (hereinafter "LTIP"), copies of such plans
                  being attached hereto. Vesting will continue in accordance
                  with the plan provisions during the term of this Agreement.


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4.       Benefits. As an employee of Zilog, Bradshaw will be entitled to such
         benefits as Zilog normally provides its employees. In addition, Zilog
         will provide Bradshaw with Directors and Officers (D & O) insurance in
         an amount deemed appropriate by the Company.

5.       Company Policies. Bradshaw 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 Bradshaw at any time during the term of this Agreement,
         for any reason or for no reason, with or without cause, by giving
         Bradshaw at least thirty (30) days written notice of such termination
         or compensation in lieu of notice; and Bradshaw 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 Bradshaw, 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's obligations to Bradshaw, if his
         employment with Zilog is terminated prior to the end of this Agreement,
         shall be as follows:


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A.       If Bradshaw 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) 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 Bradshaw pursuant to the terms of EPIP prior to the
         effective date of resignation, and (3) Payouts under the Executive
         Bonus which become payable to Bradshaw 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 Bradshaw.

B.       If Bradshaw 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)      assignment to Bradshaw of duties, responsibilities or titles
                  materially inconsistent with his status as Sr. Vice
                  President, Operations of Zilog;


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         (ii)     a reduction in Bradshaw's base salary other than in connection
                  with a general reduction applicable to the Vice Presidents of
                  Zilog who are members of the Management 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 change in Bradshaw's principal work location from the area
                  of Campbell, California, or Nampa, Idaho, except for required
                  travel on Zilog's business to an extent substantially
                  consistent with Bradshaw's normal business travel obligations
                  and except as might occur in the event of a relocation of the
                  Zilog Corporate Headquarters;

         (v)      any material breach of this Agreement on the part of Zilog not
                  fully remedied by Zilog within sixty (60) days after written
                  notice by Bradshaw of such breach.


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C.       If Bradshaw 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 Bradshaw.

D.       If Zilog terminates Bradshaw's employment during the term of this
         Agreement other than for Cause or Detrimental Activity as defined in
         7.E. 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 Bradshaw
         pursuant to the terms of EPIP prior to expiration of the term of this
         Agreement, and (3) Payouts under the


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         Executive Bonus for Awards made prior to the effective date of
         termination of employment which Payouts are payable to Bradshaw
         pursuant to the terms of the Executive Bonus prior to expiration of the
         term of this Agreement. Bradshaw will not be eligible for Awards under
         EPIP or the Executive Bonus made after the date on which his employment
         at Zilog ceased or for Payouts made on any Awards after the expiration
         date of this Agreement. Vesting of common stock and stock options
         granted under ZSOP and LTIP will continue for the period remaining in
         this Agreement. Upon the payment of the foregoing items, Zilog will
         have no further obligation to Bradshaw.

E.       If Zilog terminates Bradshaw during the term of this Agreement for
         Cause, or for Detrimental Activity as defined herein, Zilog will have
         no further monetary obligation to Bradshaw other than: (1) any base
         salary then due and owing for services previously performed, (2)
         Payouts under EPIP which become payable to Bradshaw pursuant to the
         terms of EPIP prior to the effective date of termination, and (3)
         Payouts under the Executive Bonus which become payable to Bradshaw
         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


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                  policy, conviction of any criminal or civil law involving
                  moral turpitude, willful misconduct which results in a
                  material reduction in Bradshaw's effectiveness in the
                  performance of his duties, or willful and reckless disregard
                  for the best interests of the Company.

         F.       If Bradshaw 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 Bradshaw 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 ZSOP and LTIP benefits normally provided by Zilog to
                  its employees due to or on account of total and permanent
                  disability or death.

8.       Bradshaw Representations. Bradshaw 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.


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9.       Notices. Any notices required to be given hereunder shall be in
         writing, and if by Zilog shall be addressed to Bradshaw as indicated in
         Zilog's personnel records or such other address as Bradshaw shall
         specify in writing and if by Bradshaw to Zilog at:

                             Zilog, Inc.
                             210 East Hacienda Avenue
                             Campbell, California 95008-6600
                             Attn: Vice President, Human Resources and
                                   Administration

         Such addresses may be changed by written notice from either Zilog or
         Bradshaw, 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. Bradshaw 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.


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12.      Waiver of Breach. The waiver by Zilog of a breach of any provisions of
         this Agreement by Bradshaw shall not operate or be construed as a
         waiver of any subsequent breach by Bradshaw.

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, attached as Exhibit I;

         B.       Executive Bonus, attached as Exhibit II;

         C.       Zilog Employee Stock Option Plan, attached as Exhibit III;

         D.       Zilog 1994 Long Term Incentive Plan, attached as Exhibit IV;

         E.       Employee Proprietary Rights and Non-Disclosure Agreement,
                  attached as Exhibit V;

         F.       Conflict of Interest Statement, attached as Exhibit VI;

         G.       Statement addressed to "Human Resources," attached as Exhibit
                  VII;

         H.       Policy on Business Ethics, attached as Exhibit VIII; and

         I.       PM60-05, attached as Exhibit IX.


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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 November 6, 1996


By: /s/ Michael J. Bradshaw               By: /s/ E. A. Sack
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        Michael J. Bradshaw               E. A. Sack, President and CEO


Dated: 11-11-96                           Dated: 11-13-96
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