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                                                                   EXHIBIT 10.17


                              EMPLOYMENT AGREEMENT


This Agreement is made by and between Zilog, Inc., a California corporation
(hereinafter "Zilog") and James J. Magill (hereinafter "Magill"), whereby Zilog
and Magill agree that Magill accepts employment as Vice President and General
Manager, Datacom Division of Zilog, under the following terms and conditions:

1.       Term. Zilog and Magill agree that Magill will be Vice President and
         General Manager, Datacom Division 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 Magill.

2.       Extent of Services. Magill shall devote his entire time, attention and
         energies to his position as Vice President and General Manager, Datacom
         Division 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 Magill 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 Magill the sum of at least $13,334 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. Magill'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.
                  Magill 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 Magill
                  stock options under the 1990 Zilog Employee Stock Option Plan
                  (hereinafter "ZS0P") 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, Magill will be entitled to such
         benefits as Zilog normally provides its employees. In addition, Zilog
         will provide Magill with Directors and Officers (D & 0) insurance in an
         amount deemed appropriate by the Company.

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


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

         B.       If Magill 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 Magill of duties, responsibilities or
                           titles materially inconsistent with his status as
                           Vice President and General Manager, Datacom Division
                           of Zilog;


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                  (ii)     a reduction in Magill'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 Magill's principal work location from the
                           area of Campbell, California, except for required
                           travel on Zilog's business to an extent substantially
                           consistent with Magill'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 Magill of such breach.


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         C.       If Magill 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 Magill.

         D.       If Zilog terminates Magill'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 Magill 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 Magill
                  pursuant to the terms of the Executive Bonus prior to
                  expiration of the term of this Agreement. Magill 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 Magill.

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


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

         F.       If Magill 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 Magill 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.       Magill Representations. Magill 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 Magill as indicated in
         Zilog's personnel records or such other address as Magill shall specify
         in writing and if by Magill 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 Magill, 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. Magill 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 Magill shall not operate or be construed as a waiver
         of any subsequent breach by Magill.

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/ James J. Magill                    By: /s/ E. A. Sack
   ----------------------------------         ----------------------------------
        James J. Magill                    E. A. Sack, President and CEO


Dated: 11-6-96                             Dated: 11-25-96
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