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                                                                    Exhibit 10.5

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

     CHANGE OF CONTROL SEVERANCE AGREEMENT ("AGREEMENT"), dated as of July 28,
2006 (the "EFFECTIVE DATE") by and between AMIS Holdings, Inc., a Delaware
corporation (the "COMPANY"), and ____________ ("EXECUTIVE").

     WHEREAS, the Company employs the Executive as its _______________; and

     WHEREAS the Company and the Executive wish to enter into an agreement
specifying the benefits the Executive will receive in certain circumstances
relating to a Change of Control;

     NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

                                    ARTICLE 1
                          TERM AND NATURE OF AGREEMENT

     Section 1.01 Term. This Agreement shall expire on December 31, 2007 (the
"TERM").

     Section 1.02 Employment. Executive and the Company acknowledge that either
party may terminate this employment relationship at any time and for any or no
reason, provided that each party complies with the terms of this Agreement.

                                    ARTICLE 2

     Section 2.01 Certain Events. (a) A "QUALIFYING EVENT" means the INVOLUNTARY
TERMINATION OF EXECUTIVE'S EMPLOYMENT other than (x) for Cause, or (y) by reason
of Executive's death or Disability. The Executive shall be entitled to the
following benefits (the "CHANGE OF CONTROL SEVERANCE BENEFITS") upon a
Qualifying Event that occurs at any time within ninety days prior to or two
years after a Change of Control (a "CHANGE OF CONTROL SEVERANCE"):

     (a) The Company shall pay Executive as soon as practicable a lump sum, in
cash, equal to Executive's earned but unpaid base salary and other vested but
unpaid cash entitlements for the period through and including the date of
termination of Executive's employment, including unused earned vacation pay and
unreimbursed documented business expenses (collectively "ACCRUED COMPENSATION").
In addition, Executive shall be entitled to any other vested benefits earned by
Executive for the period through and including the date of termination of
Executive's employment under any other employee benefit plans and arrangements
maintained by the Company, in accordance with the terms of such plans and
arrangements, except as modified herein (collectively "ACCRUED BENEFITS");

     (b) The Company shall pay Executive a cash payment in an amount equal to
the sum of (i) nine-twelfths (9/12) of the Executive's annual base salary in
effect immediately prior to such

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Qualifying Event, (ii) nine-twelfths (9/12) of the Executive's Target Bonus
Opportunity for the year in which the Qualifying Event occurs, and (iii) an
amount equal to the cost to the Executive to purchase COBRA benefits for the
eighteen month period after the date of the Change of Control Severance.

     (c) Fifty percent of all of the Executive's unvested Options shall become
100% vested on the date of such termination.

     Section 2.02 Change of Control Project Bonus. In the event of a Change of
Control, provided that the Executive remains in the Company's employ as of the
day prior to Effective Date of the Change of Control, the Company will pay the
Executive a cash payment in an amount equal to three-twelfths (3/12) of the
Executive's annual base salary in effect immediately prior to the Change of
Control. This amount will be paid promptly after the Change of Control.

     Section 2.03 Resignation of Corporate Offices; Reasonable Assistance.
Executive will resign Executive's office, if any, as a director, officer or
trustee of the Company, its subsidiaries or affiliates and of any other
corporation or trust of which Executive serves as such at the request of the
Company, effective as of the date of termination of employment. Executive
further agrees that, if requested by the Company or the surviving company
following a Change of Control, Executive will continue his employment with the
Company or the surviving company for a period of up to six months following the
Change of Control in any capacity requested, consistent with Executive's area of
expertise, provided that the Executive receives the same salary and
substantially the same benefits as in effect prior to the Change of Control.
Executive agrees to provide the Company such written resignation(s) and
assistance upon request and that no severance will be paid until after such
resignation(s) or services are provided.

     Section 2.04 Payment. The receipt of the Change of Control Severance
Benefits (other than Accrued Compensation and Accrued Benefits and the amount
stated in Section 2.02 above) shall be conditioned on (i) the effectiveness of a
general release of claims by the Executive in a form reasonably acceptable to
the Company, and (ii) the Executive's compliance with all of the conditions and
requirements stated herein. Said sum shall be paid to the Executive as soon as
practicable after the requirements for payment have been satisfied; provided
that the Company may make such payments on a different schedule to comply with
Section 409A of the Code.

                                    ARTICLE 3
                                   ASSIGNMENT

     Section 3.01 Assignment by Executive. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If Executive should die or become disabled while any amount is owed
but unpaid to Executive hereunder, all such amounts, unless otherwise provided
herein, shall be paid to Executive's devisee, legatee, legal guardian or other
designee, or if there is no such designee, to Executive's estate. Executive's
rights hereunder shall not otherwise be assignable.

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                                    ARTICLE 4
                                  MISCELLANEOUS

     Section 4.01 Notices. Any notice required to be delivered hereunder shall
be in writing and shall be addressed

     if to the Company, to:

           AMIS Holdings, Inc.
           2300 Buckskin Road
           Pocatello, Idaho 83201
     Fax:  208-234-6841
     Attn: Chief Executive Officer

     With a copy to:

           AMIS Holdings, Inc.
           2300 Buckskin Road
           Pocatello, Idaho 83201
     Fax:  208-234-6935
     Attn: Chairman of the Compensation Committee of the Board of Directors

     if to Executive, to Executive's last known address as reflected on the
books and records of the Company; or, in each case, to such other address as
such party may hereafter specify for the purpose by written notice to the other
party hereto. Any such notice shall be deemed received on the date of receipt by
the recipient thereof if received prior to 5:00 p.m. in the place of receipt and
such day is a business day in the place of receipt. Otherwise, any such notice
shall be deemed not to have been received until the next succeeding business day
in the place of receipt.

     Section 4.02 Dispute Resolution. (a) Each of Executive and the Company
shall have the right and option to elect (in lieu of litigation) to have any
dispute or controversy arising under or in connection with this Agreement
settled by arbitration, conducted before a panel of three arbitrators sitting in
a location in Delaware, in accordance with the rules of the American Arbitration
Association then in effect. Executive's election to arbitrate, as herein
provided, and the decision of the arbitrators in that proceeding, shall be
binding on the Company and Executive. Judgment may be entered on the award of
the arbitrator in any court having jurisdiction.

     (b) Each party shall pay its own expenses of such arbitration or litigation
and all common expenses of such arbitration or litigation shall be borne equally
by Executive and the Company. Each party to an arbitration or litigation
hereunder shall be responsible for the payment of its own attorneys' fees.

     Section 4.03 Unfunded Agreement. The obligations of the Company under this
Agreement represent an unsecured, unfunded promise to pay benefits to Executive
and/or Executive's beneficiaries, and shall not entitle Executive or such
beneficiaries to a preferential

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claim to any asset of the Company.

     Section 4.04 Non-Exclusivity of Benefits. Unless specifically provided
herein, neither the provisions of this Agreement nor the benefits provided
hereunder shall reduce any amounts otherwise payable, or in any way diminish
Executive's rights as an employee of the Company, whether existing now or
hereafter, under any compensation and/or benefit plans (qualified or
nonqualified), programs, policies, or practices provided by the Company, for
which Executive may qualify; provided, however, that the Change of Control
Severance Benefits, as the case may be, shall be in lieu of any severance
benefits under any such plans, programs, policies or practices. Vested benefits
or other amounts which Executive is otherwise entitled to receive under any
plan, policy, practice, or program of the Company (i.e., including, but not
limited to, vested benefits under any qualified or nonqualified retirement
plan), at or subsequent to the date of termination of Executive's employment
shall be payable in accordance with such plan, policy, practice, or program
except as expressly modified by this Agreement.

     Section 4.05 Employment Status. Nothing herein contained shall interfere
with the Company's right to terminate Executive's employment with the Company at
any time, with or without Cause, subject to the Company's obligation to provide
Severance Benefits, the Change of Control Severance Benefits or the Separation
Benefits, if any. Executive shall also have the right to terminate Executive's
employment with the Company at any time without liability, subject only to the
provisions hereof and Executive's obligations hereunder.

     Section 4.06 Mitigation. In no event shall Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement nor shall the
amount of any payment or benefit hereunder be reduced by any compensation earned
by Executive as a result of employment by another employer.

     Section 4.07 Entire Agreement. This Agreement represents the entire
agreement between Executive and the Company and its affiliates with respect to
Executive's severance rights in a Change of Control situation, and supersedes
all prior discussions, negotiations, and agreements concerning such rights,
provided, however, that any amounts payable to Executive hereunder shall be
reduced by any amounts paid to Executive as required by any applicable federal,
state or local law in connection with any termination of Executive's employment.

     Section 4.08 Tax Withholding. Notwithstanding anything in this Agreement to
the contrary, the Company shall withhold from any amounts payable under this
Agreement all federal, state, city, or other taxes as are legally required to be
withheld.

     Section 4.09 Waiver of Rights. The waiver by either party of a breach of
any provision of this Agreement shall not operate or be construed as a
continuing waiver or as a consent to or waiver of any subsequent breach hereof

     Section 4.10 Severability. In the event any provision of the Agreement
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Agreement, and the Agreement shall
be construed and enforced as if the illegal or invalid

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provision had not been included.

     Section 4.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without reference
to principles of conflict of laws.

     Section 4.12 Counterparts. This Agreement may be signed in several
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were on the same instrument.

     Section 4.10 Code Section 409A. Notwithstanding anything herein to the
contrary, the Company and the Executive intend that the provisions of this
Agreement, and any payments or other benefits under this Agreement, comply with
the payout and other limitations and restrictions imposed under Code Section
409A ("SECTION 409A"), as clarified or modified by guidance from the U.S.
Department of Treasury or the Internal Revenue Service - in each case, if and to
the extent Section 409A is otherwise applicable to this Agreement and such
compliance is necessary to avoid the penalties otherwise imposed under Section
409A. In this connection, the provisions of this Agreement, and any payments or
other benefits under this Agreement, and the terms of any deferral and other
rights regarding this Agreement, will, unless otherwise determined by the
Company's Compensation Committee, be deemed modified if and to the extent
necessary to comply with the payout and other limitations and restrictions
imposed under Section 409A, as clarified or supplemented by guidance from the
U.S. Department of Treasury or the Internal Revenue Service - in each case, if
and to the extent Section 409A is otherwise applicable to this Agreement and
such compliance is necessary to avoid the penalties otherwise imposed under
Section 409A.

                                    ARTICLE 5
                                   DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set
forth below.

"Accrued Benefits" has the meaning accorded such term in Section 2.01(a).

"Accrued Compensation" has the meaning accorded such term in Section 2.01(a).

"Agreement" has the meaning accorded such term in the introductory paragraph of
this Agreement.

"Board" means, the Board of Directors of the Company.

"Cause" means the occurrence of any one or more of the following:

     (a) Executive's willful and continued failure substantially to perform the
     duties of Executive's position as then in effect (other than as a result of
     incapacity due to physical or mental illness) which failure is not remedied
     within fifteen business days of written notice from the Company;

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     (b) Executive's gross negligence or willful malfeasance in the performance
     of Executive's duties hereunder as then in effect;

     (c) Executive's breach of any of the covenants continued in Section 4.13;
     or

     (d) Executive's commission of an act constituting fraud, embezzlement, or
     any other act constituting a felony.

For purposes of this definition, no act or failure to act shall be deemed
"willful" unless effected by Executive not in good faith and without reasonable
belief that such action or failure to act was in the best interests of the
Company.

"Change of Control" means (i) a sale of all or substantially all of the assets
of the Company; (ii) a merger or consolidation in which the Company is not the
surviving corporation and in which beneficial ownership of securities of the
Company representing at least fifty percent (50%) of the combined voting power
entitled to vote in the election of Directors has changed; (iii) a reverse
merger in which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, and in which beneficial ownership of securities of the
Company representing at least fifty percent (50%) of the combined voting power
entitled to vote in the election of Directors has changed; (iv) an acquisition
by any person, entity or group within the meaning of Section 13(d) or 14(d) of
the Exchange Act, or any comparable successor provisions (excluding any employee
benefit plan, or related trust, sponsored or maintained by the Company or
subsidiary of the Company or other entity controlled by the Company), of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of Directors; or (v) at least fifty percent (50%) of the
Board ceases to consist of the individuals on the Incumbent Board.

"Change of Control Severance" has the meaning accorded such term in Section 2.01
of this Agreement.

"Change of Control Severance Benefits" has the meaning accorded such term in
Section 2.01 of this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning accorded such term in the introductory paragraph of
this Agreement.

"Disability" means Long-Term Disability, as such term is defined in the
Disability Plan.

"Disability Plan" means the long-term disability plan (or any successor
disability and/or survivorship plan adopted by the Company) in which Executive
participates, as in effect

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immediately prior to the relevant event (subject to changes in coverage levels
applicable to all employees generally covered by such Plan).

"Effective Date" has the meaning accorded such term in the introductory
paragraph of this Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Executive" has the meaning accorded such term in the introductory paragraph of
this Agreement.

"Good Reason" means

               (a) a significant reduction by the Company or the surviving
          company in Executive's base pay as in effect immediately prior to the
          Change of Control, other than a salary reduction that is part of a
          general salary reduction affecting employees generally:

               (b) a significant reduction by the Company or the surviving
          company in total benefits available to Executive under cash incentive,
          stock incentive and other employee benefit plans after the Change of
          Control compared to the total package of such benefits as in effect
          prior to the Change of Control;

               (c) The Company or the surviving company requires Executive to be
          based more than 50 miles from where Executive's office is located
          immediately prior to the Change of Control except for required travel
          on company business to an extent substantially consistent with the
          business travel obligations which Executive undertook on behalf of the
          Company prior to the Change of Control; or

               (d) The assignment of Executive to a different job or
          responsibilities that results in a material decrease in the level of
          responsibility of Executive with respect to the surviving company
          after the Change of Control when compared to Executive's level of
          responsibility for the Company's operations prior to the Change of
          Control; provided, that Good Reason shall not exist if Executive
          continues to have substantially the same or a greater general level of
          responsibility with respect to the former operations of the Company
          after the Change of Control as Executive had prior to the Change of
          Control even if the former such operations are a subsidiary or
          division of the surviving company.

"Involuntary Termination of the Executive's Employment" means that the
Executive's employment was terminated a) by the Company or b) by the Executive
for Good Reason.

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"Options" means all options to purchase shares of Company common stock as well
as any and all other stock-based awards granted to the Executive, including but
not limited to stock bonus awards, restricted stock, or stock appreciation
rights.

"Ownership" means actual and constructive ownership, as determined in accordance
with Code Section 318(a). Stock underlying a vested option is considered owned
by the individual who holds the vested option (and the stock underlying an
unvested option is not considered owned by the individual who holds the unvested
option); provided, however, that if a vested option is exercisable for stock
that is not substantially vested (as defined in Treas. Reg. Section 1.83-3(b)
and (j)), the stock underlying such option is not treated as owned by the
individual who holds the option.

"Person" means an individual, corporation, partnership, association, trust or
any other entity or organization.

"Qualifying Event" has the meaning accorded such term in Section 2.01.

"Subsidiary" of any Person means any other Person of which securities or other
ownership interests having voting power to elect a majority of the board of
directors or other Persons performing similar functions are at the time directly
or indirectly owned by such Person.

"Target Bonus Opportunity" means, for any given year, the amount set by the
Board as the target bonus opportunity for the Executive.

"Term" has the meaning accorded such term in Section 1.02.

     IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement, to be effective as of the date and year first written above.

                                        AMIS HOLDINGS, INC.


                                        By:
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                                        EXECUTIVE


                                        By:
                                            ------------------------------------