Exhibit 10.11 TECHWELL, INC.  CHANGE OF CONTROL SEVERANCE AGREEMENT  This Change of
Control Severance Agreement (this Agreement) is made and entered into
effective as of [DATE] (the Effective Date), by and between [NAME OF
INDIVIDUAL] (the Executive) and Techwell, Inc., a Delaware corporation
(the Company).  Certain capitalized
terms used in this Agreement are defined in Section 1 below.  RECITALS  A.            It is expected that the Company from
time to time will consider the possibility of a Change of Control.  The Board of Directors of the Company (the Board)
recognizes that such consideration can be a distraction to the Executive and
can cause the Executive to consider alternative employment opportunities.  B.            The Board believes that it is in the
best interests of the Company and its shareholders to provide the Executive
with an incentive to continue his employment and to maximize the value of the
Company upon a Change of Control for the benefit of its shareholders.  C.            In recognition of Executives service
with the Company during which time Executives leadership has been fundamental
to the Companys development and in order to provide the Executive with
enhanced financial security and sufficient encouragement to remain with the
Company notwithstanding the possibility of a Change of Control, the Board
believes that it is imperative to provide the Executive with certain severance
benefits upon the Executives termination of employment in connection with a
Change of Control.  AGREEMENT  In consideration of the
mutual covenants herein contained and the continued employment of the Executive
by the Company, the parties agree as follows:  1.             Definition of Terms.  The following terms referred to in this
Agreement shall have the following meanings:  (a)           Cause.  Cause shall mean (i) commission of a
felony, an act involving moral turpitude, or an act constituting common law
fraud, and which has a material adverse effect on the business or affairs of
the Company or its affiliates or stockholders; (ii) intentional or willful
misconduct or refusal to follow the lawful instructions of the Board; or (iii) intentional
breach of Company confidential information obligations which has an adverse
effect on the Company or its affiliates or stockholders.  For these purposes, no act or failure to act
shall be considered intentional or willful unless it is done, or omitted to
be done, in bad faith without a reasonable belief that the action or omission
is in the best interests of the Company.  (b)           Change
of Control.  Change
of Control shall mean the occurrence of any of the following events:


(i)            the approval by the
shareholders of the Company of a plan of complete liquidation or dissolution of
the Company or the closing of a sale or disposition by the Company of all or
substantially all of the Companys assets, other than a sale or disposition to
a subsidiary of the Company or to an entity, the voting securities of which are
owned by the stockholders of the Company in substantially the same proportions
as their ownership of the Companys voting securities immediately prior to such
sale or disposition;  (ii)           a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent directly or indirectly
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation;  (iii)          any person (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becoming the beneficial owner (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the total voting power
represented by the Companys then outstanding voting securities; or  (iv)          a change in the
composition of the Board, as a result of which fewer than a majority of the
directors are Incumbent Directors.  Incumbent
Directors shall mean directors who either (A) are directors of the
Company as of the date hereof or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of
those directors whose election or nomination was not in connection with any
transactions described in subsections (i), (ii) or (iii), or in connection
with an actual or threatened proxy contest relating to the election of
directors of the Company.  Notwithstanding
the foregoing, the term Change of Control shall not be deemed to have
occurred if the Company files for bankruptcy protection, or if a petition for
involuntary relief is filed against the Company.  (c)           Involuntary
Termination.  Involuntary
Termination shall mean:  (i)            without the
Executives express written consent, a material reduction in the Executives
title, authority, duties, position or responsibilities relative to the
Executives title, authority, duties, position or responsibilities in effect
immediately prior to the Change of Control provided that no such material
reduction shall be deemed to occur solely by reason of the Company becoming a
subsidiary or division of an acquiring entity;  (ii)           without the
Executives express written consent, a reduction by the Company of the
Executives base salary or target bonus as in effect immediately prior to the
Change of Control;  2


(iii)          without the
Executives express written consent, the relocation of the Executives
principal place of employment to a facility or a location more than thirty (30)
miles from his current location;  (iv)          any termination of
the Executive by the Company which is not effected for Cause; or  (v)           the failure of the
Company to obtain the assumption of this Agreement or any other agreement
between the Company and Executive by any successors contemplated in Section 7
below.  (d)           Termination
Date.  Termination Date shall mean
the effective date of any notice of termination delivered by one party to the
other hereunder.  2.             Term of Agreement.  This Agreement shall terminate upon the date
that all obligations of the parties hereto under this Agreement have been
satisfied.  3.             At-Will Employment.  The Company and the Executive acknowledge
that the Executives employment is and shall continue to be at-will, as defined
under applicable law.  4.             Severance
Benefits.  (a)           Involuntary
Termination in Connection with a Change of Control.  If the Executives employment with the
Company terminates as a result of an Involuntary Termination on or at any time
within three (3) months before or twelve months (12) months after a Change
of Control, and the Executive signs and does not revoke a standard release of
claims with the Company in a form acceptable to the Company, then the Executive
shall be entitled to the following severance benefits:  (i)            100% of the
Executives annual base salary as in effect as of the Termination Date, less
applicable withholding, payable in a lump sum within thirty (30) days of the
Involuntary Termination or, if later, the Change in Control;  (ii)           a portion of the
target bonus for the annual bonus period during which the Termination Date
occurs, which portion is equal to the amount of the target bonus multiplied by
a fraction, the numerator of which equals the number of days from the
commencement of the applicable bonus period through the Termination Date, and
the denominator of which equals 365;  (iii)          any earned but
unpaid annual bonus for any annual bonus period which had ended prior to the
Termination Date, which amount shall be paid at such time as annual bonuses are
paid to other senior executives of the Company;  (iv)          acceleration of the
vesting and exercisability of 100% of the Executives options, stock
appreciation rights, restricted shares and stock units with respect to the
Company or its successor, or the parent of either, to the extent outstanding,
or of any deferred compensation into which the Executives stock options, stock
appreciation rights, restricted shares or stock units were converted upon the
Change of Control; and  3


(v)           reimbursement by the
Company of the group health continuation coverage premiums for the Executive
and the Executives eligible dependents under Title X of the Consolidated
Budget Reconciliation Act of 1985, as amended (COBRA) as in effect through
the lesser of (x) twelve (12) months from the date of such termination, (y) the
date upon which the Executive and the Executives eligible dependents become
covered under similar plans or (z) the date the Executive no longer
constitutes a Qualified Beneficiary (as such term is defined in Section 4980B(g) of
the Code); provided, however, that the Executive will be solely responsible for
electing such coverage within the required time period; and provided further, however,
that payment of the reimbursement shall not be made prior to the Change in Control.  (b)           Termination
Apart from a Change of Control.  If the Executives employment with the
Company terminates other than as a result of an Involuntary Termination on or
within three (3) months before or twelve (12) months after a Change of
Control then the Executive shall not be entitled to receive severance or other
benefits hereunder.  (c)           Accrued
Wages and Vacation; Expenses.  Without regard to the reason for, or the
timing of, the Executives termination of employment: (i) the Company
shall pay the Executive any unpaid wages due for periods prior to the
Termination Date; (ii) the Company shall pay the Executive all of the
Executives accrued and unused vacation through the Termination Date; and (iii) following
submission of proper expense reports by the Executive, the Company shall
reimburse the Executive for all expenses reasonably and necessarily incurred by
the Executive in connection with the business of the Company prior to the
Termination Date.  These payments shall
be made promptly upon termination and within the period of time mandated by
law.  5.             Limitation
on Payments.  In the
event that the severance and other benefits provided for in this Agreement or
otherwise payable to the Executive (i) constitute parachute payments
within the meaning of Section 280G of the Code and (ii) would be
subject to the excise tax imposed by Section 4999 of the Code (the Excise
Tax), then the Executives benefits under this Agreement shall be either:  (a)           delivered
in full or  (b)           delivered
as to such lesser extent which would result in no portion of such benefits
being subject to the Excise Tax,  whichever of the foregoing amounts,
taking into account the applicable federal, state and local income taxes and
the Excise Tax, results in the receipt by the Executive on an after-tax basis,
of the greatest amount of benefits, notwithstanding that all or some portion of
such benefits may be taxable under Section 4999 of the Code.  4


Unless the Company
and the Executive otherwise agree in writing, any determination required under
this Section 5 shall be made in writing by the Companys independent
public accountants (the Accountants), whose determination shall be conclusive
and binding upon the Executive and the Company for all purposes.  For purposes of making the calculations
required by this Section 5, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. 
The Company and the Executive shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to
make a determination under this Section 5. 
The Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 5.  6.             Delayed
Commencement of Benefits. 
Notwithstanding any provision to the contrary in this Agreement, no cash
severance and no Company-paid health care coverage to which the Executive
otherwise becomes entitled under this Agreement shall be made or provided to
the Executive prior to the earlier of (i) the expiration of the six
(6)-month period measured from the date of the Executives separation from
service with the Company (as such term is defined in Treasury Regulations
issued under Code Section 409A) or (ii) the date of the Executives
death, if the Executive is deemed at the time of such separation from service
to be a key employee within the meaning of that term under Code Section 416(i) and
such delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2).  Upon the expiration of the applicable Code Section 409A(a)(2) deferral
period, all payments and benefits deferred pursuant to this Section 6
(whether they would have otherwise been payable in a single sum or in
installments in the absence of such deferral) shall be paid or reimbursed to
the Executive in a lump sum, and any remaining payments and benefits due under
this Agreement shall be paid or provided in accordance with the normal payment
dates specified for them herein.  The
Executive shall be entitled to interest on the deferred benefits and payments
for the period the commencement of those benefits and payments is delayed by
reason of Code Section 409A(a)(2), with such interest to accrue at the
prime rate in effect from time to time during that period and to be paid in a
lump sum upon the expiration of the deferral period.  7.             Successors.  (a)           Companys
Successors.  Any
successor to the Company (whether direct or indirect and whether by purchase,
lease, merger, consolidation, liquidation or otherwise) to all or substantially
all of the Companys business and/or assets shall assume the Companys
obligations under this Agreement and agree expressly to perform the Companys
obligations under this Agreement in the same manner and to the same extent as
the Company would be required to perform such obligations in the absence of a
succession.  For all purposes under this
Agreement, the term Company shall include any successor to the Companys
business and/or assets which executes and delivers the assumption agreement
described in this subsection (a) or which becomes bound by the terms
of this Agreement by operation of law.  (b)           Executives
Successors. 
Without the written consent of the Company, the Executive shall not
assign or transfer this Agreement or any right or obligation under this
Agreement to any other person or entity. 
Notwithstanding the foregoing, the terms of this Agreement and all
rights of the Executive hereunder shall inure to the benefit of, and be
enforceable by, the Executives personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  5


8.             Notices.  (a)           General.  Notices and all other communications
contemplated by this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid.  In the case of the Executive, mailed notices
shall be addressed to him at the home address which he most recently
communicated to the Company in writing. 
In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention of
its Secretary.  (b)           Notice
of Termination.  Any
termination by the Company for Cause or by the Executive as a result of an
Involuntary Termination shall be communicated by a notice of termination to the
other party hereto given in accordance with this Section 8.  Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the Termination
Date (which shall be not more than thirty (30) days after the giving of such
notice).  The failure by the Executive to
include in the notice any fact or circumstance which contributes to a showing
of Involuntary Termination shall not waive any right of the Executive hereunder
or preclude the Executive from asserting such fact or circumstance in enforcing
his rights hereunder.  9.             Non-Solicitation.  Until the date that is one (1) year from
the date of termination of the Executives employment with the Company, the
Executive agrees and acknowledges that the Executive shall not either directly
or indirectly solicit, induce, attempt to hire, recruit, encourage, take away,
hire any employee of the Company or cause an employee to leave his or her
employment either for the Executive or for any other entity or person.  Upon any breach of this Section 9, all
severance payments pursuant to this Agreement shall immediately cease.  10.           Arbitration.  Any controversy involving the construction or
application of any terms, covenants or conditions of this Agreement, or any
claims arising out of any alleged breach of this Agreement, will be governed by
the rules of the American Arbitration Association and submitted to and
settled by final and binding arbitration in Santa Clara County, California,
except that any alleged breach of the Executives confidential information
obligations shall not be submitted to arbitration and instead the Company may
seek all legal and equitable remedies, including without limitation, injunctive
relief.  11.           Miscellaneous
Provisions.  (a)           No
Duty to Mitigate.  The
Executive shall not be required to mitigate the amount of any payment
contemplated by this Agreement, nor shall any such payment be reduced by any
earnings that the Executive may receive from any other source.  6


(b)           Waiver.  No provision of this Agreement may be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Executive and by an authorized officer
of the Company (other than the Executive). 
No waiver by either party of any breach of, or of compliance with, any
condition or provision of this Agreement by the other party shall be considered
a waiver of any other condition or provision or of the same condition or
provision at another time.  (c)           Integration.  This Agreement represents the entire
agreement andunderstanding between
the parties with respect to the payment of severance or other benefits if the
Executives employment with the Company terminates as a result of an
Involuntary Termination within twelve (12) months following a Change of
Control, and supersedes all prior or contemporaneous agreements, whether
written or oral, with respect thereto; provided, however, that this Agreement
does not supersede any agreement in respect of the payment of severance or
other benefits in circumstances pursuant to which benefits would not be payable
hereunder.  (d)           Choice
of Law.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the
internal substantive laws, but not the conflicts of law rules, of the State of
California.  (e)           Severability.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.  (f)            Employment
Taxes.  All payments made pursuant to
this Agreement shall be subject to withholding of applicable income and
employment taxes.  (g)           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.  * * *  [Remainder of this page intentionally left blank.]  7


IN WITNESS WHEREOF,
each of the parties has executed this Agreement, in the case of the Company by
its duly authorized officer, as of the day and year first above written.  COMPANY:
  TECHWELL, INC.By:Title:EXECUTIVE:SignaturePrinted Name  8