Exhibit 4.3

FORM OF 
                  NONQUALIFIED STOCK OPTION AGREEMENT  
                  FOR STOCK OPTIONS 
                  PURSUANT TO THE ZiLOG, INC.  
                  2002 OMNIBUS STOCK INCENTIVE PLAN

This Nonqualified Stock Option Agreement for Non-EBITDA-Linked Options (the "Option Agreement") is made and entered into as
of [            ] (the "Date of Grant"), by and between ZiLOG, Inc., a Delaware
corporation (the "Company"), and [            ] (the
"Optionee").  Capitalized terms not defined herein shall have the meaning ascribed to them in the ZiLOG, Inc. 2002 Omnibus Stock Incentive
Plan, as amended (the "Plan") attached hereto as Exhibit A.

1. Number of Shares.  The Company hereby grants to the Optionee an option (this "Option") to
purchase [            ] Shares (the
"Option Shares") at an Exercise Price per Share of $[         ], subject to all of the applicable terms
and conditions of this Option Agreement and the Plan.
2. Option Term.  The Option shall have a ten (10) year term commencing on the Date of Grant, unless sooner terminated pursuant to
the Plan or this Option Agreement (the "Option Term").
3. Conditions of Vesting and Exercise.  The Option shall vest and become exercisable at the rate of 25% of the Option Shares on the
first anniversary of the Date of Grant, and as to an additional 1/48 of the Option Shares on each succeeding monthly anniversary of the Date of
Grant, in each case to the extent the Optionee is employed by or providing services to the Company or any Parent or Related Company on such
date.  The conditions of vesting and exercise are otherwise determined pursuant to Section 7(e) of the Plan.
4. Method of Exercise of Options.  The methods of exercise of the Option are determined pursuant to Section 7(f) of the Plan,
including all methods of exercise specified in Section 7(f)(i) - (iv) of the Plan, to the extent permitted by applicable law.
5. Effect of Termination of Employment or Service.  The effect of termination of employment or service is determined pursuant to
Section 7(i) of the Plan provided that options that are vested and exercisable at the time of termination shall remain exercisable for a period of
ninety from the termination date.  This ninety-day period shall be extended to six months from the date of such termination in the event of the
Optionee's death or Disability prior to or during such ninety-day period.
6. Nontransferability of Options.  The nontransferability provisions of the Option are determined pursuant to Section 7(h) of the
Plan.

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1. Notices.  All notices and other communications under this Option Agreement shall be in writing and shall be given by facsimile or
first class mail, and shall be deemed to have been duly given three (3) days after mailing or twenty-four (24) hours after transmission by
facsimile to the respective parties named below:


If to Company:
    ZiLOG, Inc.  
                       532 Race Street   
                                    San Jose, CA 95126 
                        Facsimile: 408-558-8525
                           Attn:  Corporate ControllerIf to the Optionee:
    ___________________________  
                              ___________________________  
                              ___________________________  
                           Facsimile:  ______________________Either party hereto may change such party's address for notices by notice duly given pursuant hereto.
2. Tax Consequences.  The Optionee has reviewed with his or her own tax advisors the federal, state, local and foreign tax
consequences of the transactions contemplated by the Option Agreement and is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents.  The Optionee understands that he or she (and not the Company) shall be responsible for
any tax liability that may arise as a result of the transactions contemplated by the Option Agreement.
3. Securities Laws Requirements.  The Option shall not be exercisable to any extent, and the Company shall not be obligated to
transfer any Option Shares to the Optionee upon exercise of such Option, if such exercise, in the opinion of counsel for the Company, would
violate the Securities Act (or any other federal or state statutes having similar requirements as may be in effect at that time).  Further, the
Company may require as a condition of transfer of any Option Shares pursuant to any exercise of the Option that the Optionee furnish a written
representation that he or she is purchasing or acquiring the Option Shares for investment and not with a view to resale or distribution to the
public.  Each certificate representing Option Shares may bear the legend set forth below and any other legends that may be required by the
Company or by any federal or state securities laws:


THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER.  SUCH
TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.Further, if the Company decides, in its sole discretion, that the listing or qualification of the Option Shares under any securities or
other applicable law is necessary or desirable, the Option shall not be exercisable, in whole or in part, unless and

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1. No Obligation to Register Option Shares.  The Company shall be under no obligation to register the Option Shares pursuant to the
Securities Act or any other federal or state securities laws.
2. Market Stand-Off.  The market stand-off provisions are determined pursuant to Sections 13(a) of the Plan.
3. Protections Against Violations of Agreement.  No purported sale, assignment, mortgage, hypothecation, transfer, pledge,
encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Option
Shares by any holder thereof in violation of the provisions of the Plan, this Option Agreement or the Certificate of Incorporation or the By-Laws
of the Company, will be valid, and the Company will not transfer any of said Option Shares on its books nor will any of said Option Shares be
entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of
the Company.  The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said
provisions.
4. Withholding Taxes.  The tax withholding provisions are determined pursuant to Section 12 of the Plan.

Options granted to employees or other Plan participants residing outside North
America may be subject to taxation or other local restrictions.  Any obligations arising from such stock option awards, exercises or sales
of stock are the sole responsibility of the participant, including but not limited to, obligations for remittance of appropriate local income
taxes.











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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Option Agreement on the day and year first above
written.

|OPTIONEE                          | ZiLOG, INC.                         
|--------------------------------- | ------------------------------------
|By: _____________________________ | By: _____________________________   
|Name: __________________________  | Name: 	Bruce Diamond                
|                                  | Title: Executive Vice President, COO

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