Exhibit 4.5

ZiLOG, INC.

2004 OMNIBUS STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

Option Agreement Summary. You have been granted a stock option award pursuant to the ZiLOG, Inc. 2004 Omnibus Stock Incentive Plan. This cover page is a summary of certain terms of your stock option. The full terms of your stock option are contained in the accompanying agreement. If there is any discrepancy between this summary and the text of the stock option agreement, the option agreement shall control.

Optionee:		**Date of Grant:		**Option Exercise Price:		**Option Shares:		**Option Term:	10 years from the Date of Grant
**Vesting and Exercisability:	25% of the Option Shares on the first anniversary of hire date, and an additional 1/48th of the Option Shares on each of the 36 succeeding monthly anniversaries of the hire date.
**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 (see Section 20 of the Option Agreement).

 

THIS AGREEMENT (the "Option Agreement") is made and entered into as of _______________, 2004 (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 given to them in the Company's 2004 Omnibus Stock Incentive Plan (the "Plan"). Where the context permits, references to the Company or any of its Subsidiaries or affiliates shall include the successors to the foregoing.

Pursuant to the Plan, the Administrator has determined that the Optionee is to be granted an option (the "Option") to purchase Shares, subject to the terms and conditions set forth in the Plan and herein, and hereby grants such Option.

This Option is intended to be a nonqualified stock option. The prospectus for the Plan describes the differences between a nonqualified stock option and an incentive stock option.
Number of Shares and Exercise Price
. The Option entitles the Optionee to purchase [_______] Shares (the "Option Shares") at a price of $[______] per share (the "Option Exercise Price"). 
Option Term
. The term of the Option and of the Option Agreement (the "Option Term") shall commence on the Date of Grant and, unless the Option is previously terminated pursuant to Paragraph 5 below, shall terminate upon the expiration of ten (10) years from the Date of Grant (the "Expiration Date"). As of the Expiration Date, all rights of the Optionee hereunder shall terminate. 
Conditions of Exercise
. 
- Subject to Paragraph 5 below, the Option shall become vested and exercisable as to 25% of the Option Shares on the first anniversary of hire date, and an additional 1/48th of the Option Shares on each of the 36 succeeding monthly anniversaries of the hire date, provided that the Optionee has been continuously employed by or providing services to the Company or any Subsidiary or affiliate through each such date.
- Except as otherwise provided herein, the right of the Optionee to purchase Option Shares with respect to which the Option has become exercisable and vested may be exercised in whole or in part at any time or from time to time prior to the Expiration Date; provided, however, that the Option may not be exercised for a fraction of a Share.
Method of Exercise
. This Option may be exercised, in whole or in part, by means of a written notice of exercise to the Company in the form attached hereto as 
Exhibit A
, or in such other form as may be approved by the Administrator from time to time, accompanied by payment in full of the aggregate Option Exercise Price which may be made (i) in cash or by check
,
 (ii) to the extent permitted by applicable law, by means of any cashless exercise or same day sale procedure approved by the Administrator, (iii) in the form of unrestricted Shares already owned by the Optionee for at least six months on the date of surrender
to the extent the unrestricted Shares have a Fair Market Value on the date of surrender equal to the aggregate Option Exercise Price of the Shares as to which such Option shall be exercised, or (iv) any combination of the foregoing.
Termination of Employment or Service; Change in Control
.
- If the Optionee's employment with or service to the Company, or any Subsidiary or affiliate thereof, terminates for any reason other than for Cause, the Option, to the extent vested and exercisable as of the date of such termination, shall expire 30 days following the date of such termination (180 days in case of termination of employment or service due to death or Disability) and the Option, to the extent not vested and exercisable as of the date of such termination, shall expire as of such date. Notwithstanding the foregoing, if the Optionee's employment with or service to the Company, any Subsidiary or affiliate thereof terminates for Cause, the Option, whether or not vested or exercisable, shall expire as of the date of such termination. In no event shall the Option be exercisable after the Expiration Date.
- Upon the occurrence of a Change in Control, any portion of the Option that is outstanding at such time shall become fully and immediately vested and exercisable.
Adjustments
. The Option and all rights and obligations under this Option Agreement are subject to Section 5 of the Plan.
Nontransferability of Option
. Except by will or under the laws of descent and distribution and as set forth in the following two sentences, the Optionee may not sell, transfer, pledge or assign the Option, and, during the lifetime of the Optionee, only the Optionee may exercise the Option. Notwithstanding the foregoing, during the Optionee's lifetime, the Administrator may, in its sole discretion, permit the transfer, assignment or other encumbrance of the Option. Additionally, subject to the approval of the Administrator and to any conditions that the Administrator may prescribe, the Optionee may, upon providing written notice to the Company, elect to transfer the Option (i) to members of his or her Immediate Family, 
provided 
that no such transfer may be made in exchange for consideration, (ii) by instrument to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the Optionee, or (iii) pursuant to a qualified domestic relations order within the meaning of Section 414(p) of the Code or any similar instrument, to the extent permitted by applicable law. Any attempted sale, transfer, pledge, assignment, encumbrance or other disposition of the Option contrary to the provisions hereof shall be null and void and without effect.
Notice
. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be given by personal delivery, facsimile, first class mail, certified or registered with return receipt requested. Any notice required or permitted to be delivered hereunder shall be deemed to have been duly given on the date which it is personally delivered or, whether actually received or not, on the third business day after mailing or 24 hours after transmission by facsimile to the respective parties named below. 

If to the Company: 	ZiLOG, Inc.************