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1999 Equity Compensation Plan - INTERSIL CORP/DE - 4-10-2002

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1999 Equity Compensation Plan - INTERSIL CORP/DE - 4-10-2002 Powered By Docstoc
					Exhibit 10.30

INTERSIL CORPORATION 1999 EQUITY COMPENSATION PLAN (AMENDED AND RESTATED, EFFECTIVE AUGUST 31, 2001)

Intersil Corporation, a Delaware corporation, wishes to attract key employees, directors and consultants to the Company and its Subsidiaries, to induce key employees, directors and consultants to remain with the Company and its Subsidiaries and to encourage them to increase their efforts to make the Company's business more successful, whether directly or through its Subsidiaries. In furtherance thereof, the Intersil Corporation 1999 Equity Compensation Plan is designed to provide equity-based incentives to key employees, directors and consultants of the Company and its Subsidiaries. Awards under the Plan may be made in the form of Options, Restricted Stock or Phantom Shares. 1. DEFINITIONS. Whenever used herein and unless otherwise provided in the Participant's Award Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any specified Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise) and (ii) each Person of which such specified Person or an Affiliate (as defined in clause (i) above) thereof shall, directly or indirectly, beneficially own at least 5% of any class of outstanding capital stock or other evidence of beneficial interest at such time. "Award," except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock and Phantom Shares. "Award Agreement" means a certificate issued by the Company to a Participant evidencing and setting forth the terms and conditions of an Award made under the Plan. "Board" means the Board of Directors of the Company.

"Cause" means the Participant's (i) act or acts of dishonesty, moral turpitude or criminality with respect to his or her employment or other service with the Company, (ii) continued failure to perform such Participant's duties as an employee, Director or consultant, as reasonably determined by the Board (or the Committee, if such power is so delegated by the Board) acting in good faith, after reasonable notice of such failure and opportunity to cure such failure (if curable) is given to such Participant by the Board (or the Committee, if such power is so delegated by the Board) , and or (iii) willful or deliberate violations of such Participant's obligations to the Company that result or could reasonably be expected to result in material injury to the Company. "Change of Control" means the happening of any of the following: (i) any Person, other than (a) the Company or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, (d) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of

"Cause" means the Participant's (i) act or acts of dishonesty, moral turpitude or criminality with respect to his or her employment or other service with the Company, (ii) continued failure to perform such Participant's duties as an employee, Director or consultant, as reasonably determined by the Board (or the Committee, if such power is so delegated by the Board) acting in good faith, after reasonable notice of such failure and opportunity to cure such failure (if curable) is given to such Participant by the Board (or the Committee, if such power is so delegated by the Board) , and or (iii) willful or deliberate violations of such Participant's obligations to the Company that result or could reasonably be expected to result in material injury to the Company. "Change of Control" means the happening of any of the following: (i) any Person, other than (a) the Company or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, (d) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company, (e) a Participant or any "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) which includes the Participant), or (f) the Investors or their Affiliates is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Subsidiaries) representing more than 25% of either the then outstanding shares of Stock of the Company or the combined voting power of the Company's then outstanding securities; (ii) the individuals who serve on the Board as of the effective date hereof (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board; provided, however, any person who becomes a director subsequent to the effective date hereof, whose election or nomination for election was approved by a vote of at least a majority of the directors then constituting the Incumbent Board, shall for purposes of this clause (ii) be considered an Incumbent Director; (iii) the consummation of a merger or consolidation of the Company in which the stockholders of the Company immediately prior to such merger or consolidation, would not, immediately after the merger or consolidation, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the merger or consolidation (or of its ultimate parent corporation, if any); or (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportion as their ownership of the Company immediately prior to such sale. -2-

"Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the Committee appointed by the Board under Section 3. "Common Stock" means Class A Common Stock of the Company, par value $.01 per share, either currently existing or authorized hereafter. "Company" means Intersil Corporation, a Delaware corporation. "Director" means a member of the Board who is not an employee of the Company or a Subsidiary. "Disability" means disabled within the meaning of Section 22(e)(3) of the Code. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" per Share means, on any given date (i) if the Shares are then listed on a national stock

"Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the Committee appointed by the Board under Section 3. "Common Stock" means Class A Common Stock of the Company, par value $.01 per share, either currently existing or authorized hereafter. "Company" means Intersil Corporation, a Delaware corporation. "Director" means a member of the Board who is not an employee of the Company or a Subsidiary. "Disability" means disabled within the meaning of Section 22(e)(3) of the Code. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" per Share means, on any given date (i) if the Shares are then listed on a national stock exchange, the closing price per Share on the exchange for such date, or if no sale was made on such date on the exchange, on the last preceding day on which the Shares were traded; (ii) if the Shares are not then listed on a national exchange, but are then quoted on NASDAQ or a similar quotation system, the closing price for the Shares as quoted on NASDAQ or a similar quotation system on such date, or if no sale was made on such date on the exchange, on the last preceding day on which the Shares were traded; or (iii) if (i) and (ii) do not apply, such value as the Committee in its discretion may in good faith determine. "Grantee" means an employee, Director or consultant who is granted Restricted Stock or Phantom Shares hereunder. "Incentive Stock Option" means an "incentive stock option" within the meaning of Section 422(b) of the Code. "Investors" means, collectively, Sterling Holding Company, LLC, Manatee Investment Corporation, Intersil Prism LLC, Citicorp Mezzanine Partners, L.P., William N. Stout, and the Affiliates of each. "Non-Qualified Stock Option" means an Option which is not an Incentive Stock Option. "Option" means the right to purchase, at the price and for the term fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions in the Plan and the applicable Award Agreement, a number of Shares determined by the Committee. "Optionee" means an employee or Director of, or consultant to, the Company to whom an Option is granted, or the Successors of the Optionee, as the context so requires. "Option Price" means the exercise price per Share of an Option. -3-

"Participant" means a Grantee or Optionee. "Person" means any individual, partnership, corporation, company, limited liability company, association, trust, joint venture, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. "Phantom Share" means a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value. "Phantom Share Value" per Phantom Share, means the Fair Market Value of a Share or, if so provided by the Committee, such Fair Market Value to the extent in excess of a base value established by the Committee at the time of grant. "Plan" means this Intersil Corporation 1999 Equity Compensation Plan, as amended from time to time.

"Participant" means a Grantee or Optionee. "Person" means any individual, partnership, corporation, company, limited liability company, association, trust, joint venture, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. "Phantom Share" means a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value. "Phantom Share Value" per Phantom Share, means the Fair Market Value of a Share or, if so provided by the Committee, such Fair Market Value to the extent in excess of a base value established by the Committee at the time of grant. "Plan" means this Intersil Corporation 1999 Equity Compensation Plan, as amended from time to time. "Restricted Stock" means an award of Shares that are subject to restrictions hereunder as described in Section 7. "Retirement" means the Termination of Service of a Participant with the Company under circumstances which would entitle an employee of the Company to an immediate pension under one of the Company's approved retirement plans or retirement as determined by the Committee in its absolute discretion pursuant to such other standard as may be adopted by the Committee. "Securities Act" means the Securities Act of 1933, as amended. "Settlement Date" means the date determined under Section 8.4(c). "Share" means one share of Common Stock of the Company. "Subsidiary" means any corporation (other than the Company) that is a "subsidiary corporation" with respect to the Company under Section 424(f) of the Code. In the event the Company becomes a subsidiary of another company, the provisions hereof applicable to subsidiaries shall, unless otherwise determined by the Committee, also be applicable to any company that is a "parent corporation" with respect to the Company under Section 424 (e) of the Code. "Successor of the Optionee" means: (i) the legal representative of the estate of a deceased Optionee, (ii) persons who shall acquire the right to exercise an Option by bequest or inheritance or by reason of the death of the Optionee or (iii) persons who shall acquire the right to exercise an Option on behalf of the Optionee as the result of a determination by a court or other governmental agency of the incapacity of the Optionee. "Termination of Service" means a Participant's termination of employment or other service, as applicable, with the Company and its Subsidiaries. Cessation of service as an officer, employee, director or consultant shall not be treated as a Termination of Service if the Participant continues without interruption to serve thereafter in a material manner in another one -4-

(or more) of such other capacities, as determined by the Committee in its sole discretion. A transfer of employment or service between the Company and a Subsidiary or Affiliate shall not be deemed a Termination of Service. However, individuals employed by or providing services to an entity that ceases to be Subsidiary or Affiliate shall be deemed to have incurred a Termination of Service as of the date such entity ceases to be a Subsidiary or Affiliate. 2. EFFECTIVE DATE AND TERMINATION OF PLAN. The effective date of the Plan is August 13, 1999. The effective date of this amendment and restatement is August 31, 2001. The Plan shall terminate on, and no Award shall be granted hereunder on or after, the 10-year anniversary of the earlier of the approval of the Plan by (i) the Board or (ii) the stockholders of the Company; provided, however, that the Board (or the Committee, if such power is so delegated by the Board) may at any

(or more) of such other capacities, as determined by the Committee in its sole discretion. A transfer of employment or service between the Company and a Subsidiary or Affiliate shall not be deemed a Termination of Service. However, individuals employed by or providing services to an entity that ceases to be Subsidiary or Affiliate shall be deemed to have incurred a Termination of Service as of the date such entity ceases to be a Subsidiary or Affiliate. 2. EFFECTIVE DATE AND TERMINATION OF PLAN. The effective date of the Plan is August 13, 1999. The effective date of this amendment and restatement is August 31, 2001. The Plan shall terminate on, and no Award shall be granted hereunder on or after, the 10-year anniversary of the earlier of the approval of the Plan by (i) the Board or (ii) the stockholders of the Company; provided, however, that the Board (or the Committee, if such power is so delegated by the Board) may at any time prior to that date terminate the Plan. 3. ADMINISTRATION OF PLAN. (a) The Plan shall be administered by the Committee appointed by the Board. The Committee shall consist of at least two individuals each of whom shall be a "non-employee director" as defined in Rule 16b-3 as promulgated by the Securities and Exchange Commission ("Rule 16b-3") under the Exchange Act and shall (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards), qualify as "outside directors" for purposes of Section 162(m) of the Code and related Treasury regulations. Notwithstanding the foregoing, the Board or the Committee may designate one or more officers or Board members to serve as a "Secondary Committee" and delegate to the Secondary Committee authority to grant Awards to eligible individuals who are not subject to the requirements of Rule 16b-3 or Section 162(m) of the Code. The Secondary Committee shall have the same authority with respect to selecting the individuals to whom such Awards are granted and establishing the terms and conditions of such Awards as the Committee has under the terms of the Plan. (b) The acts of a majority of the members present at any meeting of the Committee at which a quorum is present, or acts approved in writing by a majority of the entire Committee, shall be the acts of the Committee for purposes of the Plan. No member of the Committee may act as to matters under the Plan exclusively relating to such member. If no Committee is designated by the Board to act for these purposes, the Board shall have the rights and responsibilities of the Committee hereunder. (c) Subject to the provisions of the Plan, the Committee shall in its discretion as reflected by the terms of the Award Agreements (i) authorize the granting of Awards to key employees, Directors and consultants of the Company and its Subsidiaries; and (ii) determine the eligibility of an employee, Director or consultant to receive an Award subject to Section 4 hereof, as well as determine the number of Shares to be covered under any Award Agreement, considering the position and responsibilities of the employee, Director or consultant, the nature and value to the Company of the employee's, Director's or consultant's present and potential contribution to the success of the Company whether directly or through a Subsidiaries and such other factors as the Committee may deem relevant. -5-

(d) The Award Agreement shall contain such other terms, provisions and conditions not inconsistent herewith as determined by the Committee. The Participant shall take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of the Plan and the Award Agreement. (e) Without limiting the generality of the Committee's discretion hereunder, the Committee may (subject to such considerations as may arise under Section 16 of the Exchange Act, or under other corporate, securities or tax laws) take any steps it deems appropriate, that are not inconsistent with the purposes and intent of the Plan, to establish performance-based criteria applicable to Awards otherwise permitted to be granted hereunder, and to attempt to procure stockholder approval with respect thereto, to take into account the provisions of Section 162(m) of the Code

(d) The Award Agreement shall contain such other terms, provisions and conditions not inconsistent herewith as determined by the Committee. The Participant shall take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of the Plan and the Award Agreement. (e) Without limiting the generality of the Committee's discretion hereunder, the Committee may (subject to such considerations as may arise under Section 16 of the Exchange Act, or under other corporate, securities or tax laws) take any steps it deems appropriate, that are not inconsistent with the purposes and intent of the Plan, to establish performance-based criteria applicable to Awards otherwise permitted to be granted hereunder, and to attempt to procure stockholder approval with respect thereto, to take into account the provisions of Section 162(m) of the Code and the regulations thereunder. 4. ELIGIBILITY. Any key employee, Director or consultant of the Company or a Subsidiary who is designated by the Committee as eligible to participate in the Plan shall be eligible to receive an Award under the Plan, provided that no Incentive Stock Option shall be granted to a Director or consultant. 5. SHARES AND UNITS SUBJECT TO THE PLAN. 5.1. In General. (a) Subject to Section 5.2, and subject to adjustments as provided in Section 12, the total number of Shares subject to Options granted under the Plan and Shares of Restricted Stock and Phantom Shares granted under the Plan, in the aggregate, may not exceed 17,500,000. Shares distributed under the Plan may be treasury Shares or authorized but unissued Shares. Any Shares that have been granted as Restricted Stock or that have been reserved for distribution in payment for Options or Phantom Shares but are later forfeited or for any other reason are not, and will not be, payable under the Plan may again be made the subject of Awards under the Plan; however, such Shares shall be counted against the Individual Limit (as defined in Section 5.2). (b) The certificates for Shares issued hereunder may include any legend which the Committee deems appropriate to reflect any rights of first refusal or other restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate. 5.2. Options. Subject to adjustments pursuant to Section 12, Options with respect to an aggregate of no more than 17,500,000 Shares may be granted under the Plan. In no event may any Participant receive Options for more than 666,667 Shares in any calendar year (the "Individual Limit"). The aggregate Fair Market Value, determined as of the date an Option is granted, of the Common Stock for which any Optionee may be awarded Incentive Stock Options which are first exercisable by the Optionee during any calendar year under the Plan (or any other -6-

stock option plan required to be taken into account under Section 422(d) of the Code) shall not exceed $100,000. 6. PROVISIONS APPLICABLE TO STOCK OPTIONS. 6.1. Grant of Option. Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the applicable Award Agreement: (i) determine and designate from time to time those eligible key employees, Directors and consultants of the Company and its Subsidiaries to whom Options are to be granted and the

stock option plan required to be taken into account under Section 422(d) of the Code) shall not exceed $100,000. 6. PROVISIONS APPLICABLE TO STOCK OPTIONS. 6.1. Grant of Option. Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the applicable Award Agreement: (i) determine and designate from time to time those eligible key employees, Directors and consultants of the Company and its Subsidiaries to whom Options are to be granted and the number of Shares to be optioned to each employee, Director and consultant; (ii) determine whether to grant Incentive Stock Options, Non-Qualified Stock Options, or both (to the extent that any Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option); provided that Incentive Stock Options may only be granted to employees; (iii) cause each Option to be designated as an Incentive Stock Option or a Non-Qualified Stock Option; (iv) determine the time or times when and the manner and condition in which each Option shall be exercisable and the duration of the exercise period; and (v) determine or impose other conditions to the grant or exercise of Options under the Plan as it may deem appropriate. 6.2. Option Price. The Option Price shall be determined by the Committee on the date the Option is granted and shall be reflected in the Award Agreement, as the same may be amended from time to time. Any particular Award Agreement may provide for different exercise prices for specified amounts of Shares subject to the Option. The Option Price with respect to each Incentive Stock Option shall not be less than 100% (or 110% in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) of the Fair Market Value of a Share on the day the Option is granted. 6.3. Period of Options Vesting and Exercisability. (a) Unless earlier expired, forfeited or otherwise terminated, each Option shall expire in its entirety upon the 10th anniversary of the date of grant or shall have such other term as is set forth in the applicable Award Agreement (except that, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners) who is granted an Incentive Stock Option, the term of such Option shall be no more than five years from the date of grant). The Option shall also expire, be forfeited and terminate at such times and in such circumstances as otherwise provided hereunder or under the Award Agreement. (b) The Award Agreement may, but need not, include a provision whereby the Optionee may elect at any time while an employee or Director of, or a consultant to, the Company to exercise the Option as to any part or all of the Shares subject to the Option prior to the full vesting of the Option. Any Shares so purchased (i) shall vest in accordance with the vesting schedule otherwise applicable to the Option, (ii) shall, prior to vesting, be subject to a repurchase right in favor of the Company, with the repurchase price to be equal to the lesser of (x) the exercise price paid or (y) the Fair Market Value of the Shares on the date of such repurchase, and (iii) shall be subject to any other restriction the Company determines to be -7-

appropriate. (c) Unless otherwise provided in the Award Agreement or herein, no Option (or portion thereof) shall ever be vested and exercisable, and no Shares acquired pursuant to such Option shall ever be vested, if the Optionee has a Termination of Service before the time at which such Option or Shares would otherwise have become vested, and any Option that would otherwise become vested and exercisable, or Shares that would otherwise become vested, after such Termination of Service shall be forfeited upon such termination. Notwithstanding the foregoing provisions of this Section 6.3, Options exercisable pursuant to the schedule set forth by the Committee at the time of grant may be fully or more rapidly exercisable or vested, and Shares subject to such schedule may be fully or more rapidly vested, at any time in the discretion of the Committee. Upon and after the death of an Optionee, such Optionee's Options, if and to the extent otherwise exercisable hereunder or under the applicable Award

appropriate. (c) Unless otherwise provided in the Award Agreement or herein, no Option (or portion thereof) shall ever be vested and exercisable, and no Shares acquired pursuant to such Option shall ever be vested, if the Optionee has a Termination of Service before the time at which such Option or Shares would otherwise have become vested, and any Option that would otherwise become vested and exercisable, or Shares that would otherwise become vested, after such Termination of Service shall be forfeited upon such termination. Notwithstanding the foregoing provisions of this Section 6.3, Options exercisable pursuant to the schedule set forth by the Committee at the time of grant may be fully or more rapidly exercisable or vested, and Shares subject to such schedule may be fully or more rapidly vested, at any time in the discretion of the Committee. Upon and after the death of an Optionee, such Optionee's Options, if and to the extent otherwise exercisable hereunder or under the applicable Award Agreement after the Optionee's death, may be exercised by the Successors of the Optionee. 6.4. Exercisability Upon and After Termination of Optionee. (a) The Committee shall provide in the Award Agreement the extent (if any) to which any Option may be exercised upon the Termination of Service of the Optionee. (b) Except as may otherwise be expressly set forth in this Section 6 or as may otherwise be expressly provided under the Award Agreement, no provision of this Section 6 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon the Termination of Service. 6.5. Exercise of Options. (a) Subject to vesting and other restrictions provided for hereunder or otherwise imposed in accordance herewith, an Option may be exercised, and payment in full of the aggregate Option Price made, by an Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased. (b) Without limiting the scope of the Committee's discretion hereunder, the Committee may impose such other restrictions on the exercise of Incentive Stock Options (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate. (c) If Shares acquired upon exercise of an Incentive Stock Option are disposed of in a disqualifying disposition within the meaning of Section 422 of the Code by an Optionee prior to the expiration of either two years from the date of grant of such Option or one year from the transfer of Shares to the Optionee pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Optionee shall notify the Company in writing as soon as practicable thereafter of the date and terms of such disposition and, if the Company (or any affiliate thereof) thereupon has a tax-withholding obligation, shall pay to the Company (or such affiliate) an amount equal to any withholding tax the Company (or affiliate) is required to pay as a result of the disqualifying disposition. -86.6. Payment. (a) The aggregate Option Price shall be paid in full upon the exercise of the Option. Payment must be made by one of the following methods: (i) cash or a certified or bank cashier's check; (ii) the proceeds of a Company loan program or third-party sale program or a note acceptable to the Committee given as consideration under such a program, in each case if permitted by the Committee in its discretion, if such a program has been established and the Optionee is eligible to participate therein; (iii) if approved by the Committee in its discretion Shares of previously owned Common Stock having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price;

6.6. Payment. (a) The aggregate Option Price shall be paid in full upon the exercise of the Option. Payment must be made by one of the following methods: (i) cash or a certified or bank cashier's check; (ii) the proceeds of a Company loan program or third-party sale program or a note acceptable to the Committee given as consideration under such a program, in each case if permitted by the Committee in its discretion, if such a program has been established and the Optionee is eligible to participate therein; (iii) if approved by the Committee in its discretion Shares of previously owned Common Stock having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price; (iv) if approved by the Committee in its discretion, by delivery of an assignment satisfactory in form and substance to the Company of a sufficient amount of the proceeds from the sale of Shares to be acquired pursuant to such exercise and an instruction to the broker or selling agent to pay that amount to the Company; or (v) by any combination of such methods of payment or any other method acceptable to the Committee in its discretion. (b) Except in the case of Options exercised by certified or bank cashier's check, the Committee may impose limitations and prohibitions on the exercise of Options as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option. Any fractional Shares resulting from an Optionee's election that is accepted by the Company shall be paid in cash. 6.7. Exercise by Successors. An Option may be exercised, and payment in full of the aggregate Option Price made, by the Successors of the Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased. Such notice shall state that the aggregate Option Price will be paid in full, or that the Option will be exercised as otherwise provided hereunder, in the discretion of the Company or the Committee, if and as applicable. 6.8. Nontransferability of Option. Each Option granted under the Plan shall by its terms be nontransferable by the Optionee except by will or the laws of descent and distribution of the state wherein the Optionee is domiciled at the time of his death. The Committee may (but need not) permit other transfers of Non-Qualified Stock Options, where the Committee concludes that such transferability (i) does not result in accelerated U.S. federal income taxation, and (ii) is otherwise appropriate and desirable. -97. PROVISIONS APPLICABLE TO RESTRICTED STOCK. 7.1. Grant of Restricted Stock. Subject to the other terms of the Plan, the Committee may, in its discretion as reflected by the terms of the applicable Award Agreement: (i) authorize the granting of Restricted Stock to eligible key employees, Directors and consultants of the Company and its Subsidiaries; (ii) determine the restrictions applicable to Restricted Stock; and (iii) determine or impose other conditions to the grant of Restricted Stock under the Plan as it may deem appropriate. 7.2. Certificates. (a) Each Grantee of Restricted Stock shall be issued a stock certificate in respect of Restricted Stock awarded under the Plan. Such certificate shall be registered in the name of the Grantee. Without limiting the generality of

7. PROVISIONS APPLICABLE TO RESTRICTED STOCK. 7.1. Grant of Restricted Stock. Subject to the other terms of the Plan, the Committee may, in its discretion as reflected by the terms of the applicable Award Agreement: (i) authorize the granting of Restricted Stock to eligible key employees, Directors and consultants of the Company and its Subsidiaries; (ii) determine the restrictions applicable to Restricted Stock; and (iii) determine or impose other conditions to the grant of Restricted Stock under the Plan as it may deem appropriate. 7.2. Certificates. (a) Each Grantee of Restricted Stock shall be issued a stock certificate in respect of Restricted Stock awarded under the Plan. Such certificate shall be registered in the name of the Grantee. Without limiting the generality of Section 5.1(b), the certificates for Restricted Stock issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Intersil Corporation 1999 Equity Compensation Plan and an Award Agreement issued by Intersil Corporation to the registered owner. Copies of such Plan and Award Agreement are on file in the offices of Intersil Corporation. (b) The Committee shall require that the stock certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Award of Restricted Stock, the Grantee shall have delivered a stock power, endorsed in blank, relating to the stock covered by such Award. If and when such restrictions lapse, the stock certificates shall be delivered by the Company to the Grantee or his or her designee as provided in Section 7.3. 7.3. Restrictions and Conditions. Unless otherwise provided by the Committee, the Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions: (a) Subject to the provisions of the Plan and the Award Agreement, during a period commencing with the date of the Award and ending on the date the period of forfeiture with respect to the Restricted Stock lapses, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Restricted Stock awarded under the Plan (or have such Shares attached or garnished). Subject to the provisions of the Award Agreement and clauses (c) and (d) below, the period of forfeiture with respect to Restricted Stock granted hereunder shall lapse as provided in the applicable Award Agreement. -10-

(b) Except as provided in the foregoing clause (a), the Grantee shall have, in respect of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares, and the right to receive any cash dividends, which dividends shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and shall be forfeited if the underlying Shares are forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the period of forfeiture shall lapse without forfeiture in respect of such Restricted Stock. (c) Subject to the provisions of the Award Agreement and clause (d) below, if the Grantee has a Termination of Service by the Company for Cause, or by the Grantee for any reason, during the applicable period of forfeiture, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (d) Subject to the provisions of the Award Agreement, in the event the Grantee has a Termination of Service on account of death or Disability, or the Grantee has a Termination of Service by the Company for any reason other

(b) Except as provided in the foregoing clause (a), the Grantee shall have, in respect of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares, and the right to receive any cash dividends, which dividends shall be held by the Company (unsegregated as a part of its general assets) until the period of forfeiture lapses (and shall be forfeited if the underlying Shares are forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the period of forfeiture shall lapse without forfeiture in respect of such Restricted Stock. (c) Subject to the provisions of the Award Agreement and clause (d) below, if the Grantee has a Termination of Service by the Company for Cause, or by the Grantee for any reason, during the applicable period of forfeiture, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (d) Subject to the provisions of the Award Agreement, in the event the Grantee has a Termination of Service on account of death or Disability, or the Grantee has a Termination of Service by the Company for any reason other than Cause, during the applicable period of forfeiture, then restrictions will immediately lapse on all Restricted Stock granted to the applicable Grantee. 8. PROVISIONS APPLICABLE TO PHANTOM SHARES. 8.1. Grant of Phantom Shares. Subject to the other terms of the Plan, the Committee shall, in its discretion as reflected by the terms of the applicable Award Agreement: (i) authorize the granting of Phantom Shares to employees, Directors and consultants of the Company and its Subsidiaries and (ii) determine or impose other conditions to the grant of Phantom Shares under the Plan as it may deem appropriate. 8.2. Term. The Committee may provide in an Award Agreement that any particular Phantom Share shall expire at the end of a specified term. 8.3. Vesting. (a) Phantom Shares shall vest and first become exercisable according to the terms and conditions set forth in the Award Agreement, as determined by the Committee at the time of grant. (b) Unless otherwise provided in the Award Agreement, if a Grantee has a Termination of Service, any and all of the Grantee's Phantom Shares which have not vested prior to or as of such termination shall thereupon, and with no further action, be forfeited and cease to be outstanding. 8.4. Settlement of Phantom Shares. -11-

(a) Each vested and outstanding Phantom Share shall be settled by the transfer to the Grantee of one Share; provided that, the Committee at the time of grant may provide that a Phantom Share may be settled (i) in cash at the applicable Phantom Share Value, (ii) in cash or by transfer of Shares as elected by the Grantee in accordance with procedures established by the Committee or (iii) in cash or by transfer of Shares as elected by the Company. (b) Each Phantom Share shall be settled with a single-sum payment by the Company; provided that, with respect to Phantom Shares of a Grantee which have a common Settlement Date, the Committee may permit the Grantee to elect in accordance with procedures established by the Committee to receive installment payments over a period not to exceed 10 years. (c) (i) The Settlement Date with respect to a Grantee is the first day of the month to follow the Grantee's Termination of Service, provided that a Grantee may elect, in accordance with procedures to be adopted by the

(a) Each vested and outstanding Phantom Share shall be settled by the transfer to the Grantee of one Share; provided that, the Committee at the time of grant may provide that a Phantom Share may be settled (i) in cash at the applicable Phantom Share Value, (ii) in cash or by transfer of Shares as elected by the Grantee in accordance with procedures established by the Committee or (iii) in cash or by transfer of Shares as elected by the Company. (b) Each Phantom Share shall be settled with a single-sum payment by the Company; provided that, with respect to Phantom Shares of a Grantee which have a common Settlement Date, the Committee may permit the Grantee to elect in accordance with procedures established by the Committee to receive installment payments over a period not to exceed 10 years. (c) (i) The Settlement Date with respect to a Grantee is the first day of the month to follow the Grantee's Termination of Service, provided that a Grantee may elect, in accordance with procedures to be adopted by the Committee, that such Settlement Date will be deferred as elected by the Grantee to a time permitted by the Committee under procedures to be established by the Committee. Unless otherwise determined by the Committee, elections under this Section 8.4(c)(i) must be made at least six months before, and in the year prior to the year in which, the Settlement Date would occur in the absence of such election. (ii) Notwithstanding Section 8.4(c)(i), the Committee may provide that distributions of Phantom Shares can be elected at any time in those cases in which the Phantom Share Value is determined by reference to Fair Market Value to the extent in excess of a base value, rather than by reference to unreduced Fair Market Value. (iii) Notwithstanding the foregoing, the Settlement Date, if not earlier pursuant to this Section 8.4(c), is the date of the Grantee's death. 8.5. Other Phantom Share Provisions. (a) Rights or benefits with respect to Phantom Shares granted under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance attachment, charge, garnishment, execution, or levy of any kind, wither voluntary or involuntary, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, attach, charge or otherwise dispose of any right or benefits payable hereunder shall be void. (b) A Grantee may designate in writing, on forms to be prescribed by the Committee, a beneficiary or beneficiaries to receive any payments payable after his or her death and may amend or revoke such designation at any time. If no beneficiary designation is in effect at the time of a Grantee's death, payments hereunder shall be made to the Grantee's estate. If a Grantee with a vested Phantom Share dies, such Phantom Share shall be settled and the Phantom Share Value in respect of such Phantom Shares paid, and any payments deferred pursuant to an election under Section 8.3(c) shall be accelerated and paid, as soon as practicable (but no later than 60 days) after the date of death to such Grantee's beneficiary or estate, as applicable. (c) Phantom Shares are solely a device for the measurement and determination of the amounts to be paid to a Grantee under the Plan. Each Grantee's right in the -12-

Phantom Shares is limited to the right to receive payment, if any, as may herein be provided. The Phantom Shares do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company may establish a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The right of any Grantee of Phantom Shares to receive payments by virtue of participation in the Plan shall be no greater than the right of any unsecured general creditor of the Company. Nothing contained in the Plan shall be construed to give any Grantee any rights with respect to Shares or any ownership interest in the Company. Without limiting Section 8, no provision of the Plan shall be interpreted to confer any voting, dividend or derivative or other similar rights with respect to any Phantom Shares.

Phantom Shares is limited to the right to receive payment, if any, as may herein be provided. The Phantom Shares do not constitute Common Stock and shall not be treated as (or as giving rise to) property or as a trust fund of any kind; provided, however, that the Company may establish a mere bookkeeping reserve to meet its obligations hereunder or a trust or other funding vehicle that would not cause the Plan to be deemed to be funded for tax purposes or for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. The right of any Grantee of Phantom Shares to receive payments by virtue of participation in the Plan shall be no greater than the right of any unsecured general creditor of the Company. Nothing contained in the Plan shall be construed to give any Grantee any rights with respect to Shares or any ownership interest in the Company. Without limiting Section 8, no provision of the Plan shall be interpreted to confer any voting, dividend or derivative or other similar rights with respect to any Phantom Shares. 8.6. Claims Procedures. (a) The Grantee, or his beneficiary hereunder or authorized representative, may file a claim for benefits with respect to Phantom Shares under the Plan by written communication to the Committee or its designee. A claim is not considered filed until such communication is actually received. Within 90 days (or, if special circumstances require an extension of time for processing, 180 days, in which case notice of such special circumstances should be provided within the initial 90-day period) after the filing of the claim, the Committee will either: (i) approve the claim and take appropriate steps for satisfaction of the claim; or (ii) if the claim is wholly or partially denied, advise the claimant of such denial by furnishing to him a written notice of such denial setting forth (A) the specific reason or reasons for the denial; (B) specific reference to pertinent provisions of the Plan on which the denial is based and, if the denial is based in whole or in part on any rule of construction or interpretation adopted by the Committee, a reference to such rule, a copy of which shall be provided to the claimant; (C) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of the reasons why such material or information is necessary; and (D) a reference to this Section 8.6 as the provision setting forth the claims procedure under the Plan. (b) The claimant may request a review of any denial of his claim by written application to the Committee within 60 days after receipt of the notice of denial of such claim. Within 60 days (or, if special circumstances require an extension of time for processing, 120 days, in which case notice of such special circumstances should be provided within the initial 60-day period) after receipt of written application for review, the Committee will provide the claimant with its decision in writing, including, if the claimant's claim is not approved, specific reasons for the decision and specific references to the Plan provisions on which the decision is based. -139. TAX WITHHOLDING. 9.1. In General. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding determined by the Committee to be required by law. Without limiting the generality of the foregoing, the Committee may, in its discretion, require a Participant to pay to the Company at such time as the Committee determines the amount that the Committee deems necessary to satisfy the Company's obligation to withhold federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option, (ii) the lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a distribution in respect of Phantom Shares or (iv) any other applicable income-recognition event (for example, an election under Section 83(b) of the Code). 9.2. Share Withholding. (a) Upon the exercise of an Option, the Participant may, if approved by the Committee in its discretion, make a written election to have Shares then issued withheld by the Company from the Shares otherwise to be received, or to deliver previously owned Shares, in order to satisfy the liability for such withholding taxes. In the event that the Optionee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes. Where the exercise of an Option does not give rise to an obligation by the Company to withhold federal,

9. TAX WITHHOLDING. 9.1. In General. The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding determined by the Committee to be required by law. Without limiting the generality of the foregoing, the Committee may, in its discretion, require a Participant to pay to the Company at such time as the Committee determines the amount that the Committee deems necessary to satisfy the Company's obligation to withhold federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option, (ii) the lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a distribution in respect of Phantom Shares or (iv) any other applicable income-recognition event (for example, an election under Section 83(b) of the Code). 9.2. Share Withholding. (a) Upon the exercise of an Option, the Participant may, if approved by the Committee in its discretion, make a written election to have Shares then issued withheld by the Company from the Shares otherwise to be received, or to deliver previously owned Shares, in order to satisfy the liability for such withholding taxes. In the event that the Optionee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes. Where the exercise of an Option does not give rise to an obligation by the Company to withhold federal, state or local income or other taxes on the date of exercise, but may give rise to such an obligation in the future, the Committee may, in its discretion, make such arrangements and impose such requirements as it deems necessary or appropriate. (b) Upon the lapsing of restrictions on Restricted Stock (or other income-recognition event), the Grantee may, if approved by the Committee in its discretion, make a written election to have Shares withheld by the Company from the Shares otherwise to be released from restriction, or to deliver previously owned Shares (not subject to restrictions hereunder), in order to satisfy the liability for such withholding taxes. In the event that the Grantee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes. 9.3. Withholding Required. Notwithstanding anything contained in the Plan to the contrary, the Participant's satisfaction of any taxwithholding requirements imposed by the Committee shall be a condition precedent to the Company's obligation as may otherwise be provided hereunder to provide Shares to the Participant and to the release of any restrictions as may otherwise be provided hereunder, as applicable; and the applicable Option, Restricted Stock or Phantom Shares shall be forfeited upon the failure of the Participant to satisfy such requirements with respect to, as applicable, (i) the exercise of the Option, (ii) the lapsing of restrictions on the Restricted Stock (or other income-recognition event) or (iii) distributions in respect of any Phantom Shares. -1410. REGULATIONS AND APPROVALS. 10.1. The obligation of the Company to sell Shares with respect to an Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. 10.2. The Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to an Award. 10.3. Each grant of Options, Restricted Stock or Phantom Shares (or issuance of Shares in respect thereof) is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, shares of Restricted Stock or Phantom

10. REGULATIONS AND APPROVALS. 10.1. The obligation of the Company to sell Shares with respect to an Award granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. 10.2. The Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to an Award. 10.3. Each grant of Options, Restricted Stock or Phantom Shares (or issuance of Shares in respect thereof) is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, shares of Restricted Stock or Phantom Shares no payment shall be made or Phantom Shares or Shares issued, or grant of Restricted Stock made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. 10.4. In the event that the disposition of stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required under the Securities Act, and the Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing that such Shares will be disposed of only if registered for sale under the Securities Act or if there is an available exemption for such disposition. 10.5. Without amending the Plan, Awards may be granted to Participants who are foreign nationals or employed outside the United States or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to further the purposes of the Plan. 11. INTERPRETATION AND AMENDMENTS, OTHER RULES. The Committee may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. Without limiting the generality of the foregoing, the Committee may (i) determine the extent, if any, to which Options, Phantom Shares or Shares (whether or not Shares of Restricted Stock) shall be forfeited (whether or not such forfeiture is expressly contemplated hereunder); (ii) interpret the Plan and the Award Agreements hereunder, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee's interpretation shall not be entitled to deference on and after a Change of Control except to the extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members before the Change of Control; and (iii) take any other actions and make any other determinations or decisions that it deems necessary or -15-

appropriate in connection with the Plan or the administration or interpretation thereof. Unless otherwise expressly provided hereunder, the Committee, with respect to any grant, may exercise its discretion hereunder at the time of the Award or thereafter. In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee, except as provided in clause (ii) of the foregoing sentence, shall be final and binding upon all persons. The Board (or the Committee, if such power is so delegated by the Board) may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to an Award previously granted unless such amendments are required in order to comply with applicable laws; provided that the Board (or the Committee, if such power is so delegated by the Board) may not make any amendment in the Plan that would, if such amendment were not approved by the holders of the Common Stock, cause the Plan to fail to comply with any requirement of applicable law or regulation, unless and until the approval of the holders of such Common Stock is obtained.

appropriate in connection with the Plan or the administration or interpretation thereof. Unless otherwise expressly provided hereunder, the Committee, with respect to any grant, may exercise its discretion hereunder at the time of the Award or thereafter. In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee, except as provided in clause (ii) of the foregoing sentence, shall be final and binding upon all persons. The Board (or the Committee, if such power is so delegated by the Board) may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to an Award previously granted unless such amendments are required in order to comply with applicable laws; provided that the Board (or the Committee, if such power is so delegated by the Board) may not make any amendment in the Plan that would, if such amendment were not approved by the holders of the Common Stock, cause the Plan to fail to comply with any requirement of applicable law or regulation, unless and until the approval of the holders of such Common Stock is obtained. 12. CHANGES IN CAPITAL STRUCTURE; CHANGE OF CONTROL. 12.1. Changes in Capital Structure. (a) If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company or any distribution to holders of Common Stock other than cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the outstanding Awards, then: (x) the maximum aggregate number of Shares which may be made subject to Options under the Plan, and the maximum aggregate number and kind of Shares of Restricted Stock or Phantom Shares that may be granted under the Plan shall be appropriately adjusted by the Committee; and/or (y) the Committee shall take any such action as in its judgment shall be necessary to preserve the Participants' rights in their respective Awards substantially proportionate to the rights existing in such Awards prior to such event, including, without limitation, adjustments in (A) the number of Awards granted, (B) the number and kind of shares or other property to be distributed in respect of Awards, (C) the Option Price, and (D) performancebased criteria established in connection with Awards; provided that, in the discretion of the Committee, the foregoing clause (D) may also be applied in the case of any event relating to a Subsidiary if the event would have been covered under this Section 12.1(a) had the event related to the Company. (b) Any Shares or other securities distributed to a Grantee with respect to -16-

Restricted Stock shall be subject to the restrictions and requirements imposed by Section 7, including depositing the certificates therefor with the Company together with a stock power and bearing a legend as provided in Section 7.2(a). (c) If the Company shall be consolidated or merged with another corporation, each Grantee who has received Restricted Stock that is then subject to restrictions imposed by Section 7.3(a) may be required to deposit with the successor corporation the certificates for the stock or securities or the other property that the Grantee is entitled to receive by reason of ownership of Restricted Stock in a manner consistent with Section 7.2(b), and such stock, securities or other property shall become subject to the restrictions and requirements imposed by Section 7.3(a), and the certificates therefor or other evidence thereof shall bear a legend similar in form and substance to the legend set forth in Section 7.2(a). 12.2. Change of Control. Upon a Change of Control, unless otherwise provided in an Optionee's Award Agreement, the Committee, in its discretion, may take one or more of the following actions with respect to all Options that are outstanding and unexercised as of such Change of Control: (i) accelerate the vesting and exercisability of all such Options to the extent unvested and unexercisable, such that all outstanding Options are fully vested and exercisable, (ii) cancel all outstanding vested Options in exchange for a cash payment in an

Restricted Stock shall be subject to the restrictions and requirements imposed by Section 7, including depositing the certificates therefor with the Company together with a stock power and bearing a legend as provided in Section 7.2(a). (c) If the Company shall be consolidated or merged with another corporation, each Grantee who has received Restricted Stock that is then subject to restrictions imposed by Section 7.3(a) may be required to deposit with the successor corporation the certificates for the stock or securities or the other property that the Grantee is entitled to receive by reason of ownership of Restricted Stock in a manner consistent with Section 7.2(b), and such stock, securities or other property shall become subject to the restrictions and requirements imposed by Section 7.3(a), and the certificates therefor or other evidence thereof shall bear a legend similar in form and substance to the legend set forth in Section 7.2(a). 12.2. Change of Control. Upon a Change of Control, unless otherwise provided in an Optionee's Award Agreement, the Committee, in its discretion, may take one or more of the following actions with respect to all Options that are outstanding and unexercised as of such Change of Control: (i) accelerate the vesting and exercisability of all such Options to the extent unvested and unexercisable, such that all outstanding Options are fully vested and exercisable, (ii) cancel all outstanding vested Options in exchange for a cash payment in an amount equal to the excess, if any, of the Fair Market Value of the Common Stock underlying the unexercised portion of the Option as of the date of the Change of Control over the Option Price of such portion, (iii) terminate all such Options immediately prior to the Change of Control, provided that the Company provide the Optionee an opportunity to exercise the Option within a specified period following the Optionee's receipt of a written notice of such Change of Control and of the Company's intention to terminate the Option prior to such Change of Control, or (iv) require the successor corporation, following a Change of Control if the Company does not survive such Change of Control, to assume all outstanding Options and to substitute such Options with awards involving the common stock of such successor corporation on terms and conditions necessary to preserve the rights of Optionees with respect to such Options. Notwithstanding anything in the Plan to the contrary, in the event of an a Change of Control, the Committee shall not have the right to take any actions described in the Plan (including without limitation actions described in this Section 12.2) that would make the Change of Control ineligible for pooling of interests accounting treatment or that would make the Change of Control ineligible for desired tax treatment if, in the absence of such right, the transaction would qualify for such treatment and the Company intends to use such treatment with respect to the transaction, in which case the Committee shall be required to take the action described in clause (iv) above. Upon a Change of Control, all Restricted Stock grants that are outstanding may, at the discretion of the Committee, become immediately and fully vested, and the Committee may take such actions as it deems appropriate with respect to outstanding Phantom Share grants. 12.3. Committee Authority. The judgment of the Committee with respect to any matter referred to in this Section 12 shall be conclusive and binding upon each Participant without the need for any amendment to the Plan. -1713. MISCELLANEOUS. 13.1. No Rights to Employment or Other Service. Nothing in the Plan or in any grant made pursuant to the Plan shall confer on any individual any right to continue in the employ or other service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its stockholders to terminate the individual's employment or other service at any time. 13.2. No Fiduciary Relationship. Nothing contained in the Plan, and no action taken pursuant to the provisions of the Plan, shall create or shall be construed to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries, or their officers or the Committee, on the one hand, and the Participant, the Company, its Subsidiaries or any other person or entity, on the other. 13.3. Notices.

13. MISCELLANEOUS. 13.1. No Rights to Employment or Other Service. Nothing in the Plan or in any grant made pursuant to the Plan shall confer on any individual any right to continue in the employ or other service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its stockholders to terminate the individual's employment or other service at any time. 13.2. No Fiduciary Relationship. Nothing contained in the Plan, and no action taken pursuant to the provisions of the Plan, shall create or shall be construed to create a trust of any kind, or a fiduciary relationship between the Company or its Subsidiaries, or their officers or the Committee, on the one hand, and the Participant, the Company, its Subsidiaries or any other person or entity, on the other. 13.3. Notices. All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the Committee or mailed to its principal office, addressed to the attention of the Committee; and if to the Participant, shall be delivered personally, sent by facsimile transmission or mailed to the Participant at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 13.3. 13.4. Exculpation and Indemnification. The Company shall indemnify and hold harmless the members of the Board and the members of the Committee, from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person's duties, responsibilities and obligations under the Plan, to the maximum extent permitted by law, other than such liabilities, costs and expenses as may result from the gross negligence, bad faith, willful misconduct or criminal acts of such persons. 13.5. Captions. The use of captions in this Plan is for convenience. The captions are not intended to provide substantive rights. 13.6. Governing Law. THE PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS. -18-

EXHIBIT 10.32 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 30, 2001, between Intersil Holding Corporation, a Delaware corporation formerly known as HSS Holding Corporation (the "Company"), and Gregory L. Williams ("Executive"). Background

EXHIBIT 10.32 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 30, 2001, between Intersil Holding Corporation, a Delaware corporation formerly known as HSS Holding Corporation (the "Company"), and Gregory L. Williams ("Executive"). Background The Company and Executive, as parties to that certain Employment Agreement by and between Executive and the Company, dated August 7, 1999, desire to amend and restate such Employment Agreement in accordance with the terms and conditions as set forth herein. Terms In consideration of the premises and of the mutual covenants herein contained, the parties agree as follows: 1. Position. During the term of his employment with the Company hereunder, Executive shall serve as Chief Executive Officer of the Company and Intersil Corporation, formerly known as HSS Operating Company, a wholly-owned subsidiary of the Company ("Intersil"). Executive shall diligently devote his entire business skill, time and effort to his employment hereunder; provided, however, that he shall be entitled annually to at least four weeks vacation and sick leave pursuant to policies adopted by the Company from time to time for senior executive officers of the Company. Notwithstanding the foregoing, and provided that such activities do not interfere with the fulfillment of Executive's obligations hereunder, Executive may (a) serve as a director, trustee, officer or volunteer for one or more charitable or nonprofit entities and as a director of not more than two for profit business corporations so long as such entities are not, directly or indirectly in competition with the Company, any subsidiary of the Company, or any entity directly or indirectly controlled by the Company or any such subsidiary (an "Affiliate"); and (b) acquire solely as an investment any securities so long as (i) he remains a passive investor in such entity and (ii) such entity is not, directly or indirectly, in competition with the Company or any Affiliate; provided, however, that the foregoing clause (ii) shall not prohibit Executive from acquiring as an investment up to five percent (5%) of any issuer's outstanding publicly traded securities. Unless he consents in writing, Executive will not be required to relocate to a place of employment more than twenty (20) miles from Irvine, California.

2. Term of Employment. Executive's term of employment by the Company under this Agreement began on August 13, 1999 and shall continue for a period of 60 months (the "Employment Term") (the termination date being hereafter referred to as the "Normal Termination Date") and shall continue for successive additional 12 month periods thereafter (each continued term, the "Extended Employment Term") unless (x) written notice is given by either party to the other at least ninety (90) days prior to the then current termination date that it or he does not wish to renew this agreement, or (y) sooner terminated as hereinafter provided. Notwithstanding any provisions to the contrary herein, it is expressly agreed that Executive may in his sole discretion resign and terminate the Employment Term or the Extended Employment Term at any time upon ninety (90) days advance written notice to the Company. 3. Compensation. As compensation for the services contemplated hereby, Executive shall receive during the Employment Term and each Extended Employment Term a base salary which, as of June 27, 2000, was equal to $550,000 per annum, to be paid semi-monthly in equal installments. Such salary rate shall be subject to annual merit increase reviews by the Board of Directors (such salary as adjusted from time to time being the "Base Salary"); it being understood that the Board of Directors shall in good faith consider appropriate increases in the compensation of the Executive if the duties and responsibilities of the Executive are substantially expanded (other than through a Change in Control as defined in Section 12(b)).

2. Term of Employment. Executive's term of employment by the Company under this Agreement began on August 13, 1999 and shall continue for a period of 60 months (the "Employment Term") (the termination date being hereafter referred to as the "Normal Termination Date") and shall continue for successive additional 12 month periods thereafter (each continued term, the "Extended Employment Term") unless (x) written notice is given by either party to the other at least ninety (90) days prior to the then current termination date that it or he does not wish to renew this agreement, or (y) sooner terminated as hereinafter provided. Notwithstanding any provisions to the contrary herein, it is expressly agreed that Executive may in his sole discretion resign and terminate the Employment Term or the Extended Employment Term at any time upon ninety (90) days advance written notice to the Company. 3. Compensation. As compensation for the services contemplated hereby, Executive shall receive during the Employment Term and each Extended Employment Term a base salary which, as of June 27, 2000, was equal to $550,000 per annum, to be paid semi-monthly in equal installments. Such salary rate shall be subject to annual merit increase reviews by the Board of Directors (such salary as adjusted from time to time being the "Base Salary"); it being understood that the Board of Directors shall in good faith consider appropriate increases in the compensation of the Executive if the duties and responsibilities of the Executive are substantially expanded (other than through a Change in Control as defined in Section 12(b)). 4. Bonus. In addition to the compensation provided to Executive in Section 3 hereof, Executive shall receive, during the Employment Term and each Extended Employment Term, at the discretion of the Board of Directors, and subject to annual review, an annual performance bonus based on individual criteria and/or executive incentive programs to be determined from time to time by the Board of Directors (the "Performance Bonus"). 5. Employment Benefits. Executive shall be entitled to participate, during the Employment Term and each Extended Employment Term, in all medical benefit plans, hospitalization plans, group life insurance, long term disability or other employee welfare benefit plans (collectively, the "Group Insurance Plans") and any pension plans (including any supplemental employee retirement plans) and any plan for the reimbursement of legal, financial and medical expenses that may be provided by the Company or its subsidiaries to senior executive officers from time to time during the Employment Term or Extended Employment Term, as the case may be. Whenever Executive or Executive's spouse or dependents are entitled to participate in Group Insurance Plans pursuant to the terms of this Agreement, the terms of such participation (including costs) shall be at least as favorable to Executive and Executive's spouse and dependents as those at the time afforded to the Company's senior executive officers. 6. Expenses; Other Benefits. (a) The Company shall pay or reimburse Executive for any expenses reasonably incurred by him in furtherance of his duties hereunder, including, but not limited to, reasonable expenses for traveling, meals and hotel accommodations, and business related entertainment upon submission by him of appropriate documentation thereof, all so prepared in -2-

compliance with such policies and procedures relating thereto as the Company may from time to time adopt. (b) The Company shall reimburse Executive for legal fees and expenses incurred by Executive in connection with the negotiation and execution of this Agreement and related matters in an amount not to exceed $17,000. (c) The Company shall pay, at the Executive's direction, or reimburse the Executive for up to $5,000 per year of the Employment Term and Extended Employment Term for tax and estate planning expenses incurred by the Executive. 7. Termination. (a) Termination by Company for Cause or Without Cause. The Company may terminate this Agreement and (except as provided below, including without limitation, in this Section 7 and Section 12) all of the Company's obligations hereunder, either for "Cause" or "Without Cause." Such termination shall be effected by notice thereof delivered by the Company to Executive, and shall be effective as of the date of such notice. In the event that

compliance with such policies and procedures relating thereto as the Company may from time to time adopt. (b) The Company shall reimburse Executive for legal fees and expenses incurred by Executive in connection with the negotiation and execution of this Agreement and related matters in an amount not to exceed $17,000. (c) The Company shall pay, at the Executive's direction, or reimburse the Executive for up to $5,000 per year of the Employment Term and Extended Employment Term for tax and estate planning expenses incurred by the Executive. 7. Termination. (a) Termination by Company for Cause or Without Cause. The Company may terminate this Agreement and (except as provided below, including without limitation, in this Section 7 and Section 12) all of the Company's obligations hereunder, either for "Cause" or "Without Cause." Such termination shall be effected by notice thereof delivered by the Company to Executive, and shall be effective as of the date of such notice. In the event that Executive is terminated by the Company for Cause, Executive shall be entitled to receive all Base Salary earned and accrued to the date of termination, but all other rights of Executive hereunder shall terminate as of the effective date of Executive's termination, except as otherwise provided by law. In the event that Executive is terminated by the Company Without Cause, the Company shall pay to the Executive within 14 days following the date of the employment termination, an aggregate amount equal to the following: (i) one (1) times the Executive's Base Salary in effect on the date of the employment termination, (ii) one (1) times the Executive's target Performance Bonus for the year in which he was terminated and (iii) Executive shall also be fully vested in all stock options granted pursuant to any Company stock option plan or other agreement and shall have the full option term to exercise such fully vested options, and Executive and his spouse and dependents shall be entitled to continue to participate in the Group Insurance Plans during the twelve (12) months succeeding the date of termination (the "Continuation Period"). As a condition to the receipt of the payments and benefits described in this Section 7(a) and under Section 12, the Executive shall be required to execute a release of all claims arising out of the Executive's employment or the termination thereof including, but not limited to, any claim of discrimination under state or federal law, but excluding claims for indemnification from the Company under any indemnification agreement with the Company, its certificate of incorporation and by-laws or applicable law or claims for directors and officers' insurance coverage. The obligation of the Company to provide the payments and benefits described in this Section 7(a) and under Section 12 shall cease, and all unexercised stock options shall terminate, at such time as the Executive materially breaches any of the provisions of Sections 8 or 9. As used herein, (i) "Cause" means (A) Executive's conviction of a felony which constitutes a crime involving moral turpitude and results in harm to the Company or any of its -3-

Affiliates; or (B) a judicial determination that Executive has committed fraud, misappropriation or embezzlement against any person; or (C) Executive's failure to comply with the material terms of this Agreement and/or Executive's willful or gross and repeated neglect of duties hereunder, or willful or gross and repeated misconduct in the performance of such duties, in each instance so as to cause material harm to the Company or any of its Affiliates, determined in good faith by its Board of Directors and after written notice to Executive by the Board of Directors specifying the manner in which the Board of Directors believes that such failure, neglect or misconduct has occurred; and the failure by Executive to cure such failure, neglect or misconduct within thirty (30) days after written notice from the Board of Directors and, if requested by Executive within such 30-day period, after Executive has had the opportunity to meet and discuss such failure with such Board of Directors, and (ii) "Without Cause" means any termination of Executive's employment other than for Cause, resignation (other than resignation upon a Demotion or Company Default as defined below), Total Disability or death, and (except in the event of a Change in Control, which shall be governed exclusively by the provisions of paragraph 12), shall include Executive's resignation in connection with (y) a material and substantial diminution of Executive's duties and authorities hereunder, as compared with his duties and authorities as of the date hereof, a demotion from the office of Chief Executive Officer or the Executive being required to report to any party other than a non-executive Chairman of the Board and the Company's Board of Directors, (individually or collectively, a "Demotion") and

Affiliates; or (B) a judicial determination that Executive has committed fraud, misappropriation or embezzlement against any person; or (C) Executive's failure to comply with the material terms of this Agreement and/or Executive's willful or gross and repeated neglect of duties hereunder, or willful or gross and repeated misconduct in the performance of such duties, in each instance so as to cause material harm to the Company or any of its Affiliates, determined in good faith by its Board of Directors and after written notice to Executive by the Board of Directors specifying the manner in which the Board of Directors believes that such failure, neglect or misconduct has occurred; and the failure by Executive to cure such failure, neglect or misconduct within thirty (30) days after written notice from the Board of Directors and, if requested by Executive within such 30-day period, after Executive has had the opportunity to meet and discuss such failure with such Board of Directors, and (ii) "Without Cause" means any termination of Executive's employment other than for Cause, resignation (other than resignation upon a Demotion or Company Default as defined below), Total Disability or death, and (except in the event of a Change in Control, which shall be governed exclusively by the provisions of paragraph 12), shall include Executive's resignation in connection with (y) a material and substantial diminution of Executive's duties and authorities hereunder, as compared with his duties and authorities as of the date hereof, a demotion from the office of Chief Executive Officer or the Executive being required to report to any party other than a non-executive Chairman of the Board and the Company's Board of Directors, (individually or collectively, a "Demotion") and (z) any material failure by the Company to comply with the terms of this Agreement after written notice by Executive to the Board of Directors specifying the manner in which Executive believes that such failure has occurred, and the failure by the Company to cure such failure within thirty (30) days after such written notice from Executive (a "Company Default"). Executive may resign in the event of a Demotion or Company Default. Upon any termination or expiration of Executive's employment, the Company shall promptly pay to Executive all accrued vacation pay, including without limitation, any vacation pay attributable to unused vacation time accrued prior to the date of this Agreement to the extent required by the Company's policies as then in effect. (b) Resignation of Executive. In the event that Executive resigns during the Employment Term or any Extended Employment Term, Executive shall be entitled to receive all Base Salary earned and accrued to the date of termination and a pro rata portion of any Performance Bonus or other incentive compensation for (and based on the results of) the year in which such termination occurs, but (except in the case of resignation due to a Company Default, Total Disability or following a Demotion) all other rights of Executive hereunder shall terminate as of the date of Executive's termination, except as otherwise provided in Section 12 or by law. (c) Executive's Total Disability. In the event that Executive is terminated by the Company or Executive resigns due to Executive's Total Disability, Executive shall be entitled to receive all Base Salary earned and accrued to the date of termination or resignation plus Base Salary for a period of 12 months following the date of termination or resignation as and when the same would otherwise have been payable had Executive not been -4-

terminated or not resigned, and a pro rata portion of any Performance Bonus for the year in which Executive is terminated which shall be payable at the time such bonus would have otherwise been payable had Executive not been terminated or not resigned, and Executive and his spouse and dependents shall be entitled to continue to participate in the Group Insurance Plans for a period of 12 months following the date of termination or resignation (such term, the "Disability Continuation Period"), but all other rights of Executive hereunder shall terminate as of the date of Executive's termination or resignation, except as otherwise provided by law. As used herein, "Total Disability" shall mean any physical or mental ailment or incapacity as determined by a licensed physician agreed to by the Company and Executive (or, in the event that Executive and the Company cannot so agree, by a licensed physician agreed upon by a physician selected by Executive and a physician selected by the Company), which prevents Executive from performing the duties incident to Executive's employment hereunder which has continued for a period of either (i) ninety (90) consecutive days in any 12month period or (ii) one hundred eighty (180) total days in any 12-month period, and which is expected to be of permanent duration. Executive shall permit such physician to examine Executive from time to time prior to Executive's being determined to be Totally Disabled, as reasonably requested by the Company, to determine whether Executive has suffered a Total Disability hereunder. (d) In the event that Executive dies during the Employment Term or any Extended Employment Term, Executive's

terminated or not resigned, and a pro rata portion of any Performance Bonus for the year in which Executive is terminated which shall be payable at the time such bonus would have otherwise been payable had Executive not been terminated or not resigned, and Executive and his spouse and dependents shall be entitled to continue to participate in the Group Insurance Plans for a period of 12 months following the date of termination or resignation (such term, the "Disability Continuation Period"), but all other rights of Executive hereunder shall terminate as of the date of Executive's termination or resignation, except as otherwise provided by law. As used herein, "Total Disability" shall mean any physical or mental ailment or incapacity as determined by a licensed physician agreed to by the Company and Executive (or, in the event that Executive and the Company cannot so agree, by a licensed physician agreed upon by a physician selected by Executive and a physician selected by the Company), which prevents Executive from performing the duties incident to Executive's employment hereunder which has continued for a period of either (i) ninety (90) consecutive days in any 12month period or (ii) one hundred eighty (180) total days in any 12-month period, and which is expected to be of permanent duration. Executive shall permit such physician to examine Executive from time to time prior to Executive's being determined to be Totally Disabled, as reasonably requested by the Company, to determine whether Executive has suffered a Total Disability hereunder. (d) In the event that Executive dies during the Employment Term or any Extended Employment Term, Executive's estate shall be entitled to receive all Base Salary earned and accrued to the date of death plus Base Salary for a period of 12 months following the date of death as and when the same would otherwise have been payable had Executive not died, and a pro rata portion of any Performance Bonus for the year in which Executive is terminated which shall be payable at the time such bonus would have otherwise been payable had Executive not died, and his spouse and dependents shall be entitled to participate in the Group Insurance Plans for a period of 12 months following the date of Executive's death, as well as any other benefits payable under any then current life insurance policy provided to Executive pursuant to Section 5 hereof, but all other rights of Executive hereunder shall terminate, except as otherwise provided by law. (e) Treatment of Options and Restricted Stock. If Executive's employment hereunder is terminated for any reason, Executive's rights and obligations with respect to any outstanding restricted stock or option grants shall be as set forth in the applicable grant document and plan governing such grant except as expressly modified by this Agreement. (f) Non-Renewal. In no event shall the expiration of the Employment Term or Extended Employment Term, by virtue of either party's having given notice of non-renewal pursuant to Section 2, constitute termination of the Executive Without Cause. 8. Protection of Confidential Information. (a) Covenant. Executive acknowledges that his employment by the Company will, throughout the term of this Agreement, bring him into close contact with many confidential affairs of the Company and its Affiliates, including information concerning the -5-

Company's finances and operating results, its markets, key personnel, operational methods and other business affairs and methods, technical data, computer software and other proprietary intellectual property, other information not readily available to the public, and plans for future developments relating thereto. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, Executive covenants and agrees that he will: (i) keep secret all confidential matters of the Company and its Affiliates known to him which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company and its Affiliates, wherever located, either during or after the term of this Agreement except with the Company's prior written consent. (ii) promptly disclose to the Company, and that the Company will own all right, title and interest in, all inventions,

Company's finances and operating results, its markets, key personnel, operational methods and other business affairs and methods, technical data, computer software and other proprietary intellectual property, other information not readily available to the public, and plans for future developments relating thereto. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, Executive covenants and agrees that he will: (i) keep secret all confidential matters of the Company and its Affiliates known to him which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company and its Affiliates, wherever located, either during or after the term of this Agreement except with the Company's prior written consent. (ii) promptly disclose to the Company, and that the Company will own all right, title and interest in, all inventions, computer software and other intellectual property (the "Intellectual Property") which he conceives or develops during the course of his employment (excluding that which he conceives or develops without the use of the time, resources or facilities of the Company or its Affiliates and which does not relate to the past, present or prospective activities of the Company or its Affiliates), will affix appropriate legends and copyright notices indicating the Company's ownership of all Intellectual Property and all underlying documentation, and will execute such further assignments and other documents as the Company considers necessary to vest, perfect, patent, maintain or defend the Company's right, title and interest in the Intellectual Property; and (iii) deliver promptly to the Company on termination of his employment by the Company, or at any other time the Company may so request, all memoranda, notes, records, reports, computer discs and other documents (and all copies thereof) relating to the business of the Company or its Affiliates which he obtained or developed while employed by, or otherwise serving or acting on behalf of, the Company or its Affiliates and which he may then possess or have under his control or relating to the Intellectual Property; provided, however, that in the event of any dispute between the Company and Executive in relation to the termination of his employment by the Company, Executive may retain copies of the foregoing to be used solely in connection with any arbitration or judicial proceeding to resolve such dispute; provided further, however, Executive shall immediately upon the resolution of such dispute deliver all such retained copies to the Company. (b) Covenant. During the Employment Term, any Extended Employment Term, any Continuation Period or Disability Continuation Period and any Restriction Period, Executive will not (i), directly or indirectly, engage in any activity in competition with the Company or its Affiliates or (ii) plan, or otherwise take, any preliminary steps, either alone or in concert with others, to set up or engage in any semiconductor manufacturing or designing in competition with the Company or its Affiliates. During the Employment Term, any Extended Employment Term and for two years after the termination of the Employment Term or any Extended Employment Term, Executive will not, either directly or indirectly, either alone or in concert with others, solicit or entice any employee of or consultant -6-

to the Company or its Affiliates to leave the Company or its Affiliates or work for anyone in competition with the Company or its Affiliates or solicit, entice or in any way divert any customer or supplier to do business with any business entity in competition with the Company or its Affiliates. In the event of termination of the Employment Term or any Extended Employment Term, during the Restriction Period, Executive will not accept any employment or engage in any activities competitive with the Company or its Affiliates, if the loyal and complete fulfillment of the duties of the competitive employment or activities would inherently call upon Executive to reveal Propriety Information to which Executive had access or learned during his Employment. As used herein, "Proprietary Information" shall mean information generally unavailable to the public that has been created, discovered, developed, or otherwise become known to the Company or any of its subsidiaries or in which property rights have been assigned or otherwise conveyed to the Company or any of its subsidiaries, which information has material economic value or potential material economic value to the business in which the Company or any of its subsidiaries is or will be engaged. Proprietary Information shall include, but not be limited to trade secrets, processes, formulas, data, know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, customer and supplier lists, and any modifications or enhancements thereto, programs, and information (whether or not necessarily in writing) which

to the Company or its Affiliates to leave the Company or its Affiliates or work for anyone in competition with the Company or its Affiliates or solicit, entice or in any way divert any customer or supplier to do business with any business entity in competition with the Company or its Affiliates. In the event of termination of the Employment Term or any Extended Employment Term, during the Restriction Period, Executive will not accept any employment or engage in any activities competitive with the Company or its Affiliates, if the loyal and complete fulfillment of the duties of the competitive employment or activities would inherently call upon Executive to reveal Propriety Information to which Executive had access or learned during his Employment. As used herein, "Proprietary Information" shall mean information generally unavailable to the public that has been created, discovered, developed, or otherwise become known to the Company or any of its subsidiaries or in which property rights have been assigned or otherwise conveyed to the Company or any of its subsidiaries, which information has material economic value or potential material economic value to the business in which the Company or any of its subsidiaries is or will be engaged. Proprietary Information shall include, but not be limited to trade secrets, processes, formulas, data, know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, customer and supplier lists, and any modifications or enhancements thereto, programs, and information (whether or not necessarily in writing) which has actual or potential economic value to the Company or any of its subsidiaries. (c) Specific Remedy. If Executive commits a breach of any of the provisions of Section 8, the Company and its Affiliates shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Affiliates and that money damages will not provide an adequate remedy to the Company and its Affiliates. (d) The restrictions set forth in this Section 8 will in no event preclude Executive from working in the semiconductor industry and making use of his general knowledge of such industry after expiration or termination of the Employment Term, and any Extended Employment Term, Continuation Period or Disability Continuation Period so long as Executive does not use or disclose any information of the Company in violation of this Section 8. 9. Covenant Not to Compete. (a) Covenant. (i) During the Employment Term, any Extended Employment Term and any Continuation Period or Disability Continuation Period, and upon termination of the Employment Term or any Extended Employment Term, during the Restriction Period, Executive will not directly or indirectly, engage in, represent in any way, be connected with, become employed by or have any interest in any business or activity competing in any manner with any businesses carried on by the Company or its Affiliates (other than an Affiliate that became an Affiliate only at the time of Executive's termination) during the Employment Term and any Extended Employment Term and at the time of Executive's termination, and (ii) during the Employment Term, any Extended Employment Term, and for two years after the -7-

termination of the Employment Term or any Extended Employment Term, Executive will not solicit, employ, retain as a consultant, interfere with or attempt to entice away from the Company or its Affiliates any individual who is, has agreed to be or within six months of such solicitation, employment, retention, interference or enticement has been, employed or retained by the Company or any of its Affiliates in a senior executive capacity. As used herein, (in the event that there is no Continuation Period or Disability Continuation Period) "Restriction Period" means one year following the date of termination of the Employment Term or Extended Employment Term, as the case may be provided that there will be no Restriction Period if Executive's employment with the Company terminates following a notice of non-renewal by the Company pursuant to Section 2. (b) Specific Remedy. If Executive commits a breach of the provisions of paragraph 9(a), the Company and its Affiliates shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Affiliates and that money damages will not provide an adequate remedy to the Company and its Affiliates.

termination of the Employment Term or any Extended Employment Term, Executive will not solicit, employ, retain as a consultant, interfere with or attempt to entice away from the Company or its Affiliates any individual who is, has agreed to be or within six months of such solicitation, employment, retention, interference or enticement has been, employed or retained by the Company or any of its Affiliates in a senior executive capacity. As used herein, (in the event that there is no Continuation Period or Disability Continuation Period) "Restriction Period" means one year following the date of termination of the Employment Term or Extended Employment Term, as the case may be provided that there will be no Restriction Period if Executive's employment with the Company terminates following a notice of non-renewal by the Company pursuant to Section 2. (b) Specific Remedy. If Executive commits a breach of the provisions of paragraph 9(a), the Company and its Affiliates shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Affiliates and that money damages will not provide an adequate remedy to the Company and its Affiliates. (c) Certain Definitions. For purposes of applying Sections 8 and 9, during any Continuation Period, Disability Continuation Period or Restriction Period, "in competition with", "competitive with" or "competing" shall mean the provision of products or services to customers or markets intended to address the same needs as those products or services provided by the Company or its Affiliates at the time of Executive's termination. For purposes of applying Sections 8 and 9 to any Continuation Period or Disability Continuation Period or Restriction Period, "Affiliates" of the Company shall (i) be determined as of the earlier of the date of termination of Executive's employment with the Company or Executive's notice of resignation to the Company and (ii) include any subsidiary of the Company, or any entity directly or indirectly controlled by the Company or any such subsidiary as of such date. (d) Default on Obligations. In the event that the Company defaults on the making of any severance payment required to be made by Section 7 or 12, Executive may give the Company notice of such default and of his intention to terminate the provisions of Sections 8(b) and 9(a) if such default has not been cured within sixty (60) days. If the Company fails to cure such default within such sixty-day period Executive's obligations under Sections 8(b) and 9(a) shall terminate and the Company's obligations under Sections 7 and 12 shall terminate, effective as of the end of such sixty-day period. (e) Supercede Prior Provisions. The provisions of any other agreements between the parties concerning noncompetition, non-solicitation and confidentiality obligations of Executive, including without limitation those contained in the Securities Purchase and Holders Agreement dated August 13, 1999 are hereby modified, amended, superceded and replaced by the provisions of Sections 8 and 9 hereof. -810. Right of Indemnification. The Company hereby agrees to indemnify the Executive as Chief Executive Officer, director and representative of the Company and its affiliates to the fullest extent permitted under the laws of the State of Delaware, as the same now exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than provided by the laws of the State of Delaware prior to such amendment), in the event the Executive is made a party or is threatened to be made a party to, or is involved in or called as a witness in, any action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom. The Company agrees that such indemnification shall cover all expenses incurred by the Executive (including, but not limited to, attorneys' fees and expenses) and all liabilities and losses incurred by the Executive in connection therewith. The right of indemnification contained herein shall survive the termination of this Agreement. In addition to the foregoing rights of indemnification, Executive shall be entitled to any greater or extended indemnification rights granted by the Company to any of its other officers, directors or agents in their capacity as such. 11. Independence, Severability and Non-Exclusivity. Each of the rights and remedies enumerated in paragraphs 8 (c) and 9(b) shall be independent of the others and shall be severally enforceable and all of such rights and remedies shall be in addition to and not in lieu of any other rights and remedies available to the Company or its Affiliates under the law or in equity. If any of the provisions contained in paragraph 8(a), 8(b) or 9(a) or if any of the rights or remedies enumerated in paragraph 8(c) or 9(b) is hereafter construed to be invalid or unenforceable,

10. Right of Indemnification. The Company hereby agrees to indemnify the Executive as Chief Executive Officer, director and representative of the Company and its affiliates to the fullest extent permitted under the laws of the State of Delaware, as the same now exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than provided by the laws of the State of Delaware prior to such amendment), in the event the Executive is made a party or is threatened to be made a party to, or is involved in or called as a witness in, any action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom. The Company agrees that such indemnification shall cover all expenses incurred by the Executive (including, but not limited to, attorneys' fees and expenses) and all liabilities and losses incurred by the Executive in connection therewith. The right of indemnification contained herein shall survive the termination of this Agreement. In addition to the foregoing rights of indemnification, Executive shall be entitled to any greater or extended indemnification rights granted by the Company to any of its other officers, directors or agents in their capacity as such. 11. Independence, Severability and Non-Exclusivity. Each of the rights and remedies enumerated in paragraphs 8 (c) and 9(b) shall be independent of the others and shall be severally enforceable and all of such rights and remedies shall be in addition to and not in lieu of any other rights and remedies available to the Company or its Affiliates under the law or in equity. If any of the provisions contained in paragraph 8(a), 8(b) or 9(a) or if any of the rights or remedies enumerated in paragraph 8(c) or 9(b) is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, or rights or remedies, which shall be given full effect without regard to the invalid portions. If any of the provisions contained in paragraph 8(a), 8(b) or 9(a) is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. 12. Change in Control. (a) (i) In the event of a Change in Control, an amount equal to three times the cash severance payment under the second paragraph of Section 7(a) will be paid to the Executive in lieu of the amount otherwise owing under such paragraph, in a lump sum within fourteen (14) days after such Change in Control if Executive's employment with the Company is terminated by the Company or Executive in connection with such Change in Control. For purposes of this Section 12(a)(i), if Executive notifies the Company of his resignation within ninety (90) days after any Change in Control, he shall be entitled to payment of the lump sum described in the preceding sentence within fourteen (14) days after the later of such Change in Control or the Company's receipt of Executive's notice of resignation. If Executive is employed by the Company at the time of a Change in Control or if his employment with the Company was terminated no more than six (6) months before the Change in Control by the Company Without Cause, Executive's stock options shall vest upon a Change in Control and Executive shall have the full option term to exercise such stock options. For purposes of this Section 12, termination of employment Without Cause shall include without limitation any Demotion or any termination by Executive due to a Demotion or Company Default. -9-

(ii) In the event that Executive resigns within thirty (30) days of a Demotion that occurs in connection with a significant acquisition or business combination transaction (whether by way of merger, consolidation or otherwise) that does not result in a Change in Control, an amount equal to three (3) times the cash severance payment will be paid to Executive in lieu of the amount otherwise owing under the second paragraph of Section 7(a) as follows: one-third within 14 days of termination; one-third on the first anniversary of termination and one third on the second anniversary of termination. (iii) In the event that Executive is entitled to receive severance payments under Section 12(a), Executive shall also be fully vested in all stock options granted pursuant to any Company stock option plan or other agreement and shall have the full option term to exercise such fully vested options and Executive and his spouse and dependents shall be entitled to continue to participate in the Group Insurance Plans for a period of 12 months following the date of Executive's termination of employment. (b) As used herein, (x) prior to the repayment, repurchase, reduction or defeasance of all of the outstanding Senior Subordinated Notes issued by the Company under the Indenture, dated August 13, 1999 between the Company and United States Trust Company of New York, as Trustee, as amended from time to time (the "Indenture"), "Change in Control" shall have the meaning set forth in the Indenture and (y) after the repayment, redemption or defeasance of all of the outstanding Senior Subordinated Notes issued by the Company under the

(ii) In the event that Executive resigns within thirty (30) days of a Demotion that occurs in connection with a significant acquisition or business combination transaction (whether by way of merger, consolidation or otherwise) that does not result in a Change in Control, an amount equal to three (3) times the cash severance payment will be paid to Executive in lieu of the amount otherwise owing under the second paragraph of Section 7(a) as follows: one-third within 14 days of termination; one-third on the first anniversary of termination and one third on the second anniversary of termination. (iii) In the event that Executive is entitled to receive severance payments under Section 12(a), Executive shall also be fully vested in all stock options granted pursuant to any Company stock option plan or other agreement and shall have the full option term to exercise such fully vested options and Executive and his spouse and dependents shall be entitled to continue to participate in the Group Insurance Plans for a period of 12 months following the date of Executive's termination of employment. (b) As used herein, (x) prior to the repayment, repurchase, reduction or defeasance of all of the outstanding Senior Subordinated Notes issued by the Company under the Indenture, dated August 13, 1999 between the Company and United States Trust Company of New York, as Trustee, as amended from time to time (the "Indenture"), "Change in Control" shall have the meaning set forth in the Indenture and (y) after the repayment, redemption or defeasance of all of the outstanding Senior Subordinated Notes issued by the Company under the Indenture, "Change in Control" shall mean: (i) the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more transactions, of all or substantially all of the assets of the Company or its affiliates to any person or group (as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934); (ii) The consummation of any transaction or transactions (including, without limitation, any merger or consolidation) the result of which is that any person or group (as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934), other than Citicorp Venture Capital Ltd. ("CVC"), CCT Partners VI, LP ("CCT") and their affiliates, becomes the beneficial owner, directly or indirectly, of more (A) than 50% of the voting stock of the Company or (B) of the common stock of the Company than CVC, CCT and their affiliates; or (iii) The adoption of a plan relating to the liquidation or dissolution of the Company. (c) Parachute Payments. (i) Tax Restoration Payment. In the event it is determined that any payment, benefit or distribution made under Section 12(a) of this Agreement to or for the benefit of the Executive by the Company, any person who acquires ownership or effective control of the Company, or ownership of a substantial portion of the assets of the Company (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the -10-

"Code"), and the regulations thereunder) or any affiliate of such person (the "Total Payments") would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as , the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Tax Restoration Payment") in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Tax Restoration Payment, the Executive retains an amount of the Tax Restoration Payment equal to the Excise Tax imposed upon the Total Payments. (ii) Determination by Accountant. All mathematical determinations and determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of section 280G of the Code), in each case which determinations are required to be made under this Section 12, including whether a Tax Restoration Payment is required, the amount of such Tax Restoration Payment, and amounts relevant to the last sentence of this Section 12, shall be made by an independent accounting firm selected by the Executive from amount the largest five accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Executive its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Tax Restoration Payment and any other relevant matter, within ten (10) days after

"Code"), and the regulations thereunder) or any affiliate of such person (the "Total Payments") would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as , the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Tax Restoration Payment") in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Tax Restoration Payment, the Executive retains an amount of the Tax Restoration Payment equal to the Excise Tax imposed upon the Total Payments. (ii) Determination by Accountant. All mathematical determinations and determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of section 280G of the Code), in each case which determinations are required to be made under this Section 12, including whether a Tax Restoration Payment is required, the amount of such Tax Restoration Payment, and amounts relevant to the last sentence of this Section 12, shall be made by an independent accounting firm selected by the Executive from amount the largest five accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Executive its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Tax Restoration Payment and any other relevant matter, within ten (10) days after termination of the Executive's employment, if applicable, or at such earlier time following termination of employment as is requested by the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. If a Tax Restoration Payment is determined to be payable, it shall be paid to the Executive within ten (10) days after the Determination is delivered to the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. As a result of uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Tax Restoration Payments not made by the Company and members of the Company should have been made ("Underpayment"), or that Tax Restoration Payments will have been made by the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (1) Executive shall not in any event be obligated to return to the Company an amount greater -11-

than the net after-tax portion of the Overpayment that he has retained or recovered as a refund from the applicable taxing authorities and (2) this provision shall be interpreted in a manner consistent with the intent of Section 12(c), which is to make the Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive repaying to the Company an amount that is less than the Overpayment. 13. Vesting. Due to the consummation of a Public Offering, the Incentive Shares held by Investor are fully vested in accordance with the Securities Purchase and Holders Agreement, dated as of August 13, 1999 (the "Securities Purchase Agreement") among the Company, Intersil, Harris Far East Ltd. and the Management Investors named therein, and are not subject to the restrictions set forth in Section 7.2(a)(ii) of the Securities Purchase Agreement, dated as of August 13, 1999 (the "Securities Purchase Agreement") among the Company, Intersil, Harris Far East Ltd. and the Management Investors named therein. Capitalized terms used in this paragraph 13, but not defined herein shall have the meanings ascribed to them in the Securities Purchase and Holders Agreement. 14. Assignment of Executive Benefits; Successors and Assigns. Absent the prior written consent of the Company, and subject to the laws of descent and distribution, Executive

than the net after-tax portion of the Overpayment that he has retained or recovered as a refund from the applicable taxing authorities and (2) this provision shall be interpreted in a manner consistent with the intent of Section 12(c), which is to make the Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive repaying to the Company an amount that is less than the Overpayment. 13. Vesting. Due to the consummation of a Public Offering, the Incentive Shares held by Investor are fully vested in accordance with the Securities Purchase and Holders Agreement, dated as of August 13, 1999 (the "Securities Purchase Agreement") among the Company, Intersil, Harris Far East Ltd. and the Management Investors named therein, and are not subject to the restrictions set forth in Section 7.2(a)(ii) of the Securities Purchase Agreement, dated as of August 13, 1999 (the "Securities Purchase Agreement") among the Company, Intersil, Harris Far East Ltd. and the Management Investors named therein. Capitalized terms used in this paragraph 13, but not defined herein shall have the meanings ascribed to them in the Securities Purchase and Holders Agreement. 14. Assignment of Executive Benefits; Successors and Assigns. Absent the prior written consent of the Company, and subject to the laws of descent and distribution, Executive shall have no right to exchange, convert, encumber or dispose of the rights of Executive to receive benefits and payments under this Agreement, which payments, benefits and rights thereto are non-assignable and nontransferable. This Agreement shall inure to the benefit of and shall be binding upon the Company and Executive and, subject to the preceding sentence, their respective heirs, executors, personal representatives, successors and assigns. Nothing in this paragraph 14, however, shall prevent Executive from making assignments or transfers for purposes of personal estate planning. 15. Notices. All notices hereunder shall be given in writing by personal delivery or by registered or certified mail addressed to the Company at its principal place of business and to Executive at his residence address as then listed in the Company's records. 16. Arbitration. Except as otherwise provided in Section 12(c) and in the enforcement of Sections 8 and 9, any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon such award rendered by the arbitrators(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Dallas, Texas unless another location shall be mutually agreed to by the parties at the time of arbitration. In any dispute between the parties as to which Executive is sustained on the claim(s) by or against him, the Company shall pay all legal fees and other related expenses incurred by Executive in connection with the dispute over such claim(s). If more than one claim is involved in any dispute and if Executive is sustained as to one or more of such claims but not as to all of such claims, there shall be a reasonable allocation of applicable expenses. The Company will reimburse Executive for those legal expenses and other related expenses -12-

determined by the arbitrator(s) or by the consent of the parties to be allocable to the claim or claims as to which Executive is upheld. 17. General. (a) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles thereof which might refer such interpretations to the laws of a different state or jurisdiction. (b) Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. (c) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties including the Employment Agreement by and between Executive and the Company, dated August 7, 1999.

determined by the arbitrator(s) or by the consent of the parties to be allocable to the claim or claims as to which Executive is upheld. 17. General. (a) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles thereof which might refer such interpretations to the laws of a different state or jurisdiction. (b) Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. (c) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties including the Employment Agreement by and between Executive and the Company, dated August 7, 1999. (d) No Other Representations. No representation, promise or inducement has been made by any party hereto that is not embodied in this Agreement, and no party shall be bound by or liable for any alleged representation, promise or inducement not so set forth. (e) Amendments; Waivers. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by all of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement. (f) Consent to Jurisdiction. The Company and Executive agree that any legal action or proceeding with respect to this Agreement or any agreement, certificate or other instrument entered into in contemplation of the transactions contemplated by this Agreement, or any matters arising out of or in connection this Agreement or such other agreement, certificate or instrument, and any action for the enforcement of any judgment in respect thereof, may be brought in the state or federal courts located in Dallas, Texas. By execution and delivery of this Agreement, each of the Company and Executive irrevocably consent to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express carrier or delivery service, to the applicable party at his or its address referred to herein. The Company and Executive hereby irrevocably waive any objection which he or it may now or hereafter have to the laying of venue of any of the aforementioned actions or -13-

proceedings arising out of or in connection with this Agreement, or any related agreement, certificate or instrument referred to above, brought in the courts referred to above and hereby further irrevocably waive and agree, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in any inconvenient forum. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the 30th day of March, 2001. INTERSIL HOLDING CORPORATION
By: /s/ Stephen M. Moran ----------------------------------Name: Stephen M. Moran Title: Vice President, General

proceedings arising out of or in connection with this Agreement, or any related agreement, certificate or instrument referred to above, brought in the courts referred to above and hereby further irrevocably waive and agree, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in any inconvenient forum. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the 30th day of March, 2001. INTERSIL HOLDING CORPORATION
By: /s/ Stephen M. Moran ----------------------------------Name: Stephen M. Moran Title: Vice President, General Counsel and Secretary

/s/ Gregory L. Williams -----------------------------------Gregory L. Williams

-14-

EXHIBIT 10.33 Execution Copy EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 16, 2001, between Intersil Holding Corporation, a Delaware corporation (the "Company"), and Daniel J. Heneghan ("Executive"). Background The Company wishes to retain the services of Executive to assist in the management of the Company. Terms In consideration of the premises and of the mutual covenants herein contained, the parties agree as follows: 1. Position. During the term of his employment with the Company hereunder, Executive shall serve as Vice President and Chief Financial Officer of the Company and Intersil Corporation, a wholly-owned subsidiary of the Company ("Intersil"). Executive shall diligently devote his entire business skill, time and effort to his employment hereunder; provided, however, that he shall be entitled annually to at least four weeks vacation and sick leave pursuant to policies adopted by the Company from time to time for senior executive officers of the Company. Notwithstanding the foregoing, and provided that such activities do not interfere with the fulfillment of Executive's obligations hereunder, Executive may (a) serve as a director, trustee, officer or volunteer for one or more charitable or nonprofit entities and as a director of not more than two for profit business corporations so long as such entities are not, directly or indirectly in competition with the Company, any subsidiary of the Company, or any entity directly or indirectly controlled by the Company or any such subsidiary (an "Affiliate"); and (b) acquire solely as an investment any securities so long as (i) he remains a passive investor in such entity and (ii) such entity is not, directly or indirectly, in competition with the Company or any Affiliate; provided, however, that the foregoing clause (ii) shall not prohibit Executive from acquiring as an investment up to five percent (5%) of any issuer's

EXHIBIT 10.33 Execution Copy EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 16, 2001, between Intersil Holding Corporation, a Delaware corporation (the "Company"), and Daniel J. Heneghan ("Executive"). Background The Company wishes to retain the services of Executive to assist in the management of the Company. Terms In consideration of the premises and of the mutual covenants herein contained, the parties agree as follows: 1. Position. During the term of his employment with the Company hereunder, Executive shall serve as Vice President and Chief Financial Officer of the Company and Intersil Corporation, a wholly-owned subsidiary of the Company ("Intersil"). Executive shall diligently devote his entire business skill, time and effort to his employment hereunder; provided, however, that he shall be entitled annually to at least four weeks vacation and sick leave pursuant to policies adopted by the Company from time to time for senior executive officers of the Company. Notwithstanding the foregoing, and provided that such activities do not interfere with the fulfillment of Executive's obligations hereunder, Executive may (a) serve as a director, trustee, officer or volunteer for one or more charitable or nonprofit entities and as a director of not more than two for profit business corporations so long as such entities are not, directly or indirectly in competition with the Company, any subsidiary of the Company, or any entity directly or indirectly controlled by the Company or any such subsidiary (an "Affiliate"); and (b) acquire solely as an investment any securities so long as (i) he remains a passive investor in such entity and (ii) such entity is not, directly or indirectly, in competition with the Company or any Affiliate; provided, however, that the foregoing clause (ii) shall not prohibit Executive from acquiring as an investment up to five percent (5%) of any issuer's outstanding publicly traded securities. Unless he consents in writing, Executive will not be required to relocate to a place of employment more than twenty (20) miles from Irvine, California. 2. Term of Employment. Executive's term of employment by the Company under this Agreement shall begin as of the date hereof and shall continue for a period of 36 months (the "Employment Term") (the termination date being hereafter referred to as the "Normal Termination Date") and shall continue for successive additional 12 month periods thereafter (each continued term, the "Extended Employment Term") unless (x) written notice is given by either party to the other at least ninety (90) days prior to the then current termination

date that it or he does not wish to renew this agreement, or (y) sooner terminated as hereinafter provided. Notwithstanding any provisions to the contrary herein, it is expressly agreed that Executive may in his sole discretion resign and terminate the Employment Term or the Extended Employment Term at any time upon ninety (90) days advance written notice to the Company. 3. Compensation. As compensation for the services contemplated hereby, Executive shall receive during the Employment Term and each Extended Employment Term a base salary equal to $300,000 per annum to be paid semi-monthly in equal installments. Such salary rate shall be subject to annual merit increase reviews by the Board of Directors (such salary as adjusted from time to time being the "Base Salary"); it being understood that the Board of Directors shall in good faith consider appropriate increases in the compensation of the Executive if the duties and responsibilities of the Executive are substantially expanded (other than through a Change in Control as defined in Section 12(b)).

date that it or he does not wish to renew this agreement, or (y) sooner terminated as hereinafter provided. Notwithstanding any provisions to the contrary herein, it is expressly agreed that Executive may in his sole discretion resign and terminate the Employment Term or the Extended Employment Term at any time upon ninety (90) days advance written notice to the Company. 3. Compensation. As compensation for the services contemplated hereby, Executive shall receive during the Employment Term and each Extended Employment Term a base salary equal to $300,000 per annum to be paid semi-monthly in equal installments. Such salary rate shall be subject to annual merit increase reviews by the Board of Directors (such salary as adjusted from time to time being the "Base Salary"); it being understood that the Board of Directors shall in good faith consider appropriate increases in the compensation of the Executive if the duties and responsibilities of the Executive are substantially expanded (other than through a Change in Control as defined in Section 12(b)). 4. Bonus. In addition to the compensation provided to Executive in Section 3 hereof, Executive shall receive, during the Employment Term and each Extended Employment Term, at the discretion of the Board of Directors, and subject to annual review, an annual performance bonus based on individual criteria and/or executive incentive programs to be determined from time to time by the Board of Directors (the "Performance Bonus"). 5. Employment Benefits. Executive shall be entitled to participate, during the Employment Term and each Extended Employment Term, in all medical benefit plans, hospitalization plans, group life insurance, long term disability or other employee welfare benefit plans (collectively, the "Group Insurance Plans") and any pension plans (including any supplemental employee retirement plans) and any plan for the reimbursement of legal, financial and medical expenses that may be provided by the Company or its subsidiaries to senior executive officers from time to time during the Employment Term or Extended Employment Term, as the case may be. Whenever Executive or Executive's spouse or dependents are entitled to participate in Group Insurance Plans pursuant to the terms of this Agreement, the terms of such participation (including costs) shall be at least as favorable to Executive and Executive's spouse and dependents as those at the time afforded to the Company's senior executive officers. 6. Expenses. (a) The Company shall pay or reimburse Executive for any expenses reasonably incurred by him in furtherance of his duties hereunder, including, but not limited to, reasonable expenses for traveling, meals and hotel accommodations, and business related entertainment upon submission by him of appropriate documentation thereof, all so prepared in compliance with such policies and procedures relating thereto as the Company may from time to time adopt. (b) The Company shall reimburse Executive for legal fees and expenses incurred by Executive in connection with the negotiation and execution of this Agreement and related matters in an amount not to exceed $8,500. -2-

(c) The Company shall pay, at the Executive's direction, or reimburse the Executive for up to $5,000 per year of the Employment Term and Extended Employment Term for tax and estate planning expenses incurred by the Executive. 7. Termination. (a) Termination by Company for Cause or Without Cause. The Company may terminate this Agreement and (except as provided below, including, without limitation, in this Section 7 and Section 12) all of the Company's obligations hereunder, either for "Cause" or "Without Cause." Such termination shall be effected by notice thereof delivered by the Company to Executive, and shall be effective as of the date of such notice. In the event that Executive is terminated by the Company for Cause, Executive shall be entitled to receive all Base Salary earned and accrued to the date of termination, but all other rights of Executive hereunder shall terminate as of the effective date of Executive's termination, except as otherwise provided by law.

(c) The Company shall pay, at the Executive's direction, or reimburse the Executive for up to $5,000 per year of the Employment Term and Extended Employment Term for tax and estate planning expenses incurred by the Executive. 7. Termination. (a) Termination by Company for Cause or Without Cause. The Company may terminate this Agreement and (except as provided below, including, without limitation, in this Section 7 and Section 12) all of the Company's obligations hereunder, either for "Cause" or "Without Cause." Such termination shall be effected by notice thereof delivered by the Company to Executive, and shall be effective as of the date of such notice. In the event that Executive is terminated by the Company for Cause, Executive shall be entitled to receive all Base Salary earned and accrued to the date of termination, but all other rights of Executive hereunder shall terminate as of the effective date of Executive's termination, except as otherwise provided by law. In the event that Executive is terminated by the Company Without Cause, the Company shall pay to the Executive following the date of the employment termination and ratably spread over the succeeding twenty-four (24) months (the "Continuation Period"), in accordance with standard payroll procedures, an aggregate amount equal to the following: (i) two (2) times the Executive's Base Salary in effect on the date of the employment termination, (ii) two (2) times the Executive's target Performance Bonus for the year in which he was terminated and (iii) Executive shall also be fully vested in all stock options granted pursuant to any Company stock option plan and shall have the full option term to exercise such fully vested options, and Executive and his spouse and dependents shall be entitled to continue to participate in the Group Insurance Plans during the Continuation Period. As a condition to the receipt of the payments and benefits described in this Section 7(a) and under Section 12, the Executive shall be required to execute a release of all claims arising out of the Executive's employment or the termination thereof including, but not limited to, any claim of discrimination under state or federal law, but excluding claims for indemnification from the Company under any indemnification agreement with the Company, its certificate of incorporation and by-laws or applicable law or claims for directors and officers' insurance coverage. The obligation of the Company to provide the payments and benefits described in this Section 7(a) and under Section 12 shall cease, and all unexercised stock options shall terminate, at such time as the Executive materially breaches any of the provisions of Sections 8 or 9. As used herein, (i) "Cause" means (A) Executive's conviction of a felony which constitutes a crime involving moral turpitude and results in harm to the Company or any of its Affiliates; or (B) a judicial determination that Executive has committed fraud, misappropriation or embezzlement against any person; or (C) Executive's failure to comply with the material terms of this Agreement and/or Executive's willful or gross and repeated neglect of duties hereunder, or willful or gross and repeated misconduct in the performance of such duties, in each instance so as to cause material harm to the Company or any of its Affiliates, determined in good faith by its Board of Directors and after written notice to Executive by the Board of Directors specifying the -3-

manner in which the Board of Directors believes that such failure, neglect or misconduct has occurred; and the failure by Executive to cure such failure, neglect or misconduct within thirty (30) days after written notice from the Board of Directors and, if requested by Executive within such 30-day period, after Executive has had the opportunity to meet and discuss such failure with such Board of Directors, and (ii) "Without Cause" means any termination of Executive's employment other than for Cause, resignation (other than resignation upon a Demotion or Company Default as defined below), Total Disability or death, and shall include Executive's resignation in connection with (y) a material and substantial diminution of Executive's duties and authorities hereunder, as compared with his duties and authorities as of the date hereof or a demotion from the office of Chief Financial Officer (individually or collectively, a "Demotion") and (z) any material failure by the Company to comply with the terms of this Agreement after written notice by Executive to the Board of Directors specifying the manner in which Executive believes that such failure has occurred, and the failure by the Company to cure such failure within thirty (30) days after such written notice from Executive (a "Company Default"). Executive may resign in the event of a Demotion or Company Default. Upon any termination or expiration of Executive's employment, the Company shall promptly pay to Executive all

manner in which the Board of Directors believes that such failure, neglect or misconduct has occurred; and the failure by Executive to cure such failure, neglect or misconduct within thirty (30) days after written notice from the Board of Directors and, if requested by Executive within such 30-day period, after Executive has had the opportunity to meet and discuss such failure with such Board of Directors, and (ii) "Without Cause" means any termination of Executive's employment other than for Cause, resignation (other than resignation upon a Demotion or Company Default as defined below), Total Disability or death, and shall include Executive's resignation in connection with (y) a material and substantial diminution of Executive's duties and authorities hereunder, as compared with his duties and authorities as of the date hereof or a demotion from the office of Chief Financial Officer (individually or collectively, a "Demotion") and (z) any material failure by the Company to comply with the terms of this Agreement after written notice by Executive to the Board of Directors specifying the manner in which Executive believes that such failure has occurred, and the failure by the Company to cure such failure within thirty (30) days after such written notice from Executive (a "Company Default"). Executive may resign in the event of a Demotion or Company Default. Upon any termination or expiration of Executive's employment, the Company shall promptly pay to Executive all accrued vacation pay, including without limitation, any vacation pay attributable to unused vacation time accrued prior to the date of this Agreement to the extent required by the Company's policies as then in effect. (b) Resignation of Executive. In the event that Executive resigns during the Employment Term or any Extended Employment Term, Executive shall be entitled to receive all Base Salary earned and accrued to the date of termination and a pro rata portion of any Performance Bonus or other incentive compensation for (and based on the results of) the year in which such termination occurs, but (except in the case of resignation due to a Company Default, Total Disability or following a Demotion) all other rights of Executive hereunder shall terminate as of the date of Executive's termination, except as otherwise provided in Section 12 or by law. (c) Executive's Total Disability. In the event that Executive is terminated by the Company or Executive resigns due to Executive's Total Disability, Executive shall be entitled to receive all Base Salary earned and accrued to the date of termination or resignation plus Base Salary for a period of 12 months following the date of termination or resignation as and when the same would otherwise have been payable had Executive not been terminated or not resigned, and a pro rata portion of any Performance Bonus for the year in which Executive is terminated which shall be payable at the time such bonus would have otherwise been payable had Executive not been terminated or not resigned, and Executive and his spouse and dependents shall be entitled to continue to participate in the Group Insurance Plans for a period of 12 months following the date of termination or resignation (such term, the "Disability Continuation Period"), but all other rights of Executive hereunder shall terminate as of the date of Executive's termination or resignation, except as otherwise provided by law. -4-

As used herein, "Total Disability" shall mean any physical or mental ailment or incapacity as determined by a licensed physician agreed to by the Company and Executive (or, in the event that Executive and the Company cannot so agree, by a licensed physician agreed upon by a physician selected by Executive and a physician selected by the Company), which prevents Executive from performing the duties incident to Executive's employment hereunder which has continued for a period of either (i) ninety (90) consecutive days in any 12month period or (ii) one hundred eighty (180) total days in any 12-month period, and which is expected to be of permanent duration. Executive shall permit such physician to examine Executive from time to time prior to Executive's being determined to be Totally Disabled, as reasonably requested by the Company, to determine whether Executive has suffered a Total Disability hereunder. (d) Death. In the event that Executive dies during the Employment Term or any Extended Employment Term, Executive's estate shall be entitled to receive all Base Salary earned and accrued to the date of death plus Base Salary for a period of 12 months following the date of death as and when the same would otherwise have been payable had Executive not died, and a pro rata portion of any Performance Bonus for the year in which Executive is terminated which shall be payable at the time such bonus would have otherwise been payable had Executive not died, and his spouse and dependents shall be entitled to participate in the Group Insurance Plans for a period of 12 months following the date of Executive's death, as well as any other benefits payable under any then current life insurance policy provided to Executive pursuant to Section 5 hereof, but all other rights of Executive hereunder shall terminate, except as otherwise provided by law.

As used herein, "Total Disability" shall mean any physical or mental ailment or incapacity as determined by a licensed physician agreed to by the Company and Executive (or, in the event that Executive and the Company cannot so agree, by a licensed physician agreed upon by a physician selected by Executive and a physician selected by the Company), which prevents Executive from performing the duties incident to Executive's employment hereunder which has continued for a period of either (i) ninety (90) consecutive days in any 12month period or (ii) one hundred eighty (180) total days in any 12-month period, and which is expected to be of permanent duration. Executive shall permit such physician to examine Executive from time to time prior to Executive's being determined to be Totally Disabled, as reasonably requested by the Company, to determine whether Executive has suffered a Total Disability hereunder. (d) Death. In the event that Executive dies during the Employment Term or any Extended Employment Term, Executive's estate shall be entitled to receive all Base Salary earned and accrued to the date of death plus Base Salary for a period of 12 months following the date of death as and when the same would otherwise have been payable had Executive not died, and a pro rata portion of any Performance Bonus for the year in which Executive is terminated which shall be payable at the time such bonus would have otherwise been payable had Executive not died, and his spouse and dependents shall be entitled to participate in the Group Insurance Plans for a period of 12 months following the date of Executive's death, as well as any other benefits payable under any then current life insurance policy provided to Executive pursuant to Section 5 hereof, but all other rights of Executive hereunder shall terminate, except as otherwise provided by law. (e) Treatment of Options and Restricted Stock. If Executive's employment hereunder is terminated for any reason, Executive's rights and obligations with respect to any outstanding restricted stock or option grants shall be as set forth in the applicable grant document and plan governing such grant except as expressly modified by this Agreement. (f) Non-Renewal. In no event shall the expiration of the Employment Term or Extended Employment Term, by virtue of either party's having given notice of non-renewal pursuant to Section 2, constitute termination of the Executive Without Cause. 8. Protection of Confidential Information. (a) Covenant. Executive acknowledges that his employment by the Company will, throughout the term of this Agreement, bring him into close contact with many confidential affairs of the Company and its Affiliates, including information concerning the Company's finances and operating results, its markets, key personnel, operational methods and other business affairs and methods, technical data, computer software and other proprietary intellectual property, other information not readily available to the public, and plans for future developments relating thereto. Executive further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. In recognition of the foregoing, Executive covenants and agrees that he will: -5-

(i) keep secret all confidential matters of the Company and its Affiliates known to him which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company and its Affiliates, wherever located, either during or after the term of this Agreement except with the Company's prior written consent. (ii) promptly disclose to the Company, and that the Company will own all right, title and interest in, all inventions, computer software and other intellectual property (the "Intellectual Property") which he conceives or develops during the course of his employment (excluding that which he conceives or develops without the use of the time, resources or facilities of the Company or its Affiliates and which does not relate to the past, present or prospective activities of the Company or its Affiliates), will affix appropriate legends and copyright notices indicating the Company's ownership of all Intellectual Property and all underlying documentation, and will execute such further assignments and other documents as the Company considers necessary to vest, perfect, patent, maintain or defend the Company's right, title and interest in the Intellectual Property; and (iii) deliver promptly to the Company on termination of his employment by the Company, or at any other time the

(i) keep secret all confidential matters of the Company and its Affiliates known to him which are not otherwise in the public domain and will not intentionally disclose them to anyone outside of the Company and its Affiliates, wherever located, either during or after the term of this Agreement except with the Company's prior written consent. (ii) promptly disclose to the Company, and that the Company will own all right, title and interest in, all inventions, computer software and other intellectual property (the "Intellectual Property") which he conceives or develops during the course of his employment (excluding that which he conceives or develops without the use of the time, resources or facilities of the Company or its Affiliates and which does not relate to the past, present or prospective activities of the Company or its Affiliates), will affix appropriate legends and copyright notices indicating the Company's ownership of all Intellectual Property and all underlying documentation, and will execute such further assignments and other documents as the Company considers necessary to vest, perfect, patent, maintain or defend the Company's right, title and interest in the Intellectual Property; and (iii) deliver promptly to the Company on termination of his employment by the Company, or at any other time the Company may so request, all memoranda, notes, records, reports, computer discs and other documents (and all copies thereof) relating to the business of the Company or its Affiliates which he obtained or developed while employed by, or otherwise serving or acting on behalf of, the Company or its Affiliates and which he may then possess or have under his control or relating to the Intellectual Property; provided, however, that in the event of any dispute between the Company and Executive in relation to the termination of his employment by the Company, Executive may retain copies of the foregoing to be used solely in connection with any arbitration or judicial proceeding to resolve such dispute; provided further, however, Executive shall immediately upon the resolution of such dispute deliver all such retained copies to the Company. (b) Covenant. During the Employment Term, any Extended Employment Term, any Continuation Period or Disability Continuation Period and any Restriction Period, Executive will not (i), directly or indirectly, engage in any activity in competition with the Company or its Affiliates or (ii) plan, or otherwise take, any preliminary steps, either alone or in concert with others, to set up or engage in any semiconductor manufacturing or designing in competition with the Company or its Affiliates. During the Employment Term, any Extended Employment Term and any Continuation Period or Disability Continuation Period, and upon termination of the Employment Term or any Extended Employment Term, during the Restriction Period (as defined in Section 9(a)), Executive will not, either directly or indirectly, either alone or in concert with others, solicit or entice any employee of or consultant to the Company or its Affiliates to leave the Company or its Affiliates to work for anyone in competition with the Company or its Affiliates or solicit, entice or in any way divert any customer or supplier to do business with any business entity in competition with the Company or its Affiliates. In the event of termination of the Employment Term or any Extended Employment Term, during the Restriction Period, Executive will not accept any employment or engage in any activities competitive with the Company or its Affiliates, if the loyal and complete -6-

fulfillment of the duties of the competitive employment or activities would inherently call upon Executive to reveal Propriety Information to which Executive had access or learned during his Employment. As used herein, "Proprietary Information" shall mean information generally unavailable to the public that has been created, discovered, developed, or otherwise become known to the Company or any of its subsidiaries or in which property rights have been assigned or otherwise conveyed to the Company or any of its subsidiaries, which information has material economic value or potential material economic value to the business in which the Company or any of its subsidiaries is or will be engaged. Proprietary Information shall include, but not be limited to trade secrets, processes, formulas, data, know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, customer and supplier lists, and any modifications or enhancements thereto, programs, and information (whether or not necessarily in writing) which has actual or potential economic value to the Company or any of its subsidiaries. (c) Specific Remedy. If Executive commits a breach of any of the provisions of Section 8, the Company and its Affiliates shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Affiliates and that money damages will not provide an adequate remedy to the Company and its Affiliates.

fulfillment of the duties of the competitive employment or activities would inherently call upon Executive to reveal Propriety Information to which Executive had access or learned during his Employment. As used herein, "Proprietary Information" shall mean information generally unavailable to the public that has been created, discovered, developed, or otherwise become known to the Company or any of its subsidiaries or in which property rights have been assigned or otherwise conveyed to the Company or any of its subsidiaries, which information has material economic value or potential material economic value to the business in which the Company or any of its subsidiaries is or will be engaged. Proprietary Information shall include, but not be limited to trade secrets, processes, formulas, data, know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, customer and supplier lists, and any modifications or enhancements thereto, programs, and information (whether or not necessarily in writing) which has actual or potential economic value to the Company or any of its subsidiaries. (c) Specific Remedy. If Executive commits a breach of any of the provisions of Section 8, the Company and its Affiliates shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Affiliates and that money damages will not provide an adequate remedy to the Company and its Affiliates. (d) The restrictions set forth in this Section 8 will in no event preclude Executive from working in the semiconductor industry and making use of his general knowledge of such industry after expiration or termination of the Employment Term, and any Extended Employment Term, Continuation Period or Disability Continuation Period so long as Executive does not use or disclose any information of the Company in violation of this Section 8. 9. Covenant Not to Compete. (a) Covenant. During the Employment Term, any Extended Employment Term and any Continuation Period or Disability Continuation Period, and upon termination of the Employment Term or any Extended Employment Term, during the Restriction Period, Executive will not (i) directly or indirectly, engage in, represent in any way, be connected with, become employed by or have any interest in any business or activity competing in any manner with any businesses carried on by the Company or its Affiliates (other than an Affiliate that became an Affiliate only at the time of Executive's termination) during the Employment Term and any Extended Employment Term and at the time of Executive's termination, or (ii) solicit, employ, retain as a consultant, interfere with or attempt to entice away from the Company or its Affiliates to work in competition with the Company or its Affiliates any individual who is, has agreed to be or within six months of such solicitation, employment, retention, interference or enticement has been, employed or retained by the Company or any of its Affiliates in a senior executive capacity. As used herein, in the event that there is no Continuation Period or Disability Continuation Period, "Restriction Period" means one year following the date of termination of the Employment Term or Extended Employment Term, as -7-

the case may be provided that there will be no Restriction Period if Executive's employment with the Company terminates following a notice of non-renewal by the Company pursuant to Section 2. (b) Specific Remedy. If Executive commits a breach of the provisions of paragraph 9(a), the Company and its Affiliates shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Affiliates and that money damages will not provide an adequate remedy to the Company and its Affiliates. (c) Certain Definitions. For purposes of applying Sections 8 and 9, during any Continuation Period, Disability Continuation Period or Restriction Period, "in competition with", "competitive with" or "competing" shall mean the provision of products or services to customers or markets intended to address the same needs as those products or services provided by the Company or its Affiliates at the time of Executive's termination. For purposes of applying Sections 8 and 9 to any Continuation Period or Disability Continuation Period or

the case may be provided that there will be no Restriction Period if Executive's employment with the Company terminates following a notice of non-renewal by the Company pursuant to Section 2. (b) Specific Remedy. If Executive commits a breach of the provisions of paragraph 9(a), the Company and its Affiliates shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and its Affiliates and that money damages will not provide an adequate remedy to the Company and its Affiliates. (c) Certain Definitions. For purposes of applying Sections 8 and 9, during any Continuation Period, Disability Continuation Period or Restriction Period, "in competition with", "competitive with" or "competing" shall mean the provision of products or services to customers or markets intended to address the same needs as those products or services provided by the Company or its Affiliates at the time of Executive's termination. For purposes of applying Sections 8 and 9 to any Continuation Period or Disability Continuation Period or Restriction Period, "Affiliates" of the Company shall (i) be determined as of the earlier of the date of termination of Executive's employment with the Company or Executive's notice of resignation to the Company and (ii) include any subsidiary of the Company, or any entity directly or indirectly controlled by the Company or any such subsidiary as of such date. (d) Default on Obligations. In the event that the Company defaults on the making of any severance payment required to be made by Section 7 or 12, Executive may give the Company notice of such default and of his intention to terminate the provisions of Sections 8(b) and 9(a) if such default has not been cured within sixty (60) days. If the Company fails to cure such default within such sixty-day period Executive's obligations under Sections 8(b) and 9(a) shall terminate and the Company's obligations under Sections 7 and 12 shall terminate, effective as of the end of such sixty-day period. (e) Supercede Prior Provisions. The provisions of any other agreements between the parties concerning noncompetition, non-solicitation and confidentiality obligations of Executive, including without limitation those contained in the Securities Purchase and Holders Agreement dated August 13, 1999 are hereby modified, amended, superceded and replaced by the provisions of Sections 8 and 9 hereof. 10. Right of Indemnification. The Company hereby agrees to indemnify the Executive as Vice President, Chief Financial Officer and representative of the Company and its affiliates to the fullest extent permitted under the laws of the State of Delaware, as the same now exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than provided by the laws of the State of Delaware prior to such amendment), in the event the -8-

Executive is made a party or is threatened to be made a party to, or is involved in or called as a witness in, any action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom. The Company agrees that such indemnification shall cover all expenses incurred by the Executive (including, but not

Executive is made a party or is threatened to be made a party to, or is involved in or called as a witness in, any action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom. The Company agrees that such indemnification shall cover all expenses incurred by the Executive (including, but not limited to, attorneys' fees and expenses) and all liabilities and losses incurred by the Executive in connection therewith. The right of indemnification contained herein shall survive the termination of this Agreement. In addition to the foregoing rights of indemnification, Executive shall be entitled to any greater or extended indemnification rights granted by the Company to any of its other officers, directors or agents in their capacity as such. 11. Independence, Severability and Non-Exclusivity. Each of the rights and remedies enumerated in paragraphs 8 (c) and 9(b) shall be independent of the others and shall be severally enforceable and all of such rights and remedies shall be in addition to and not in lieu of any other rights and remedies available to the Company or its Affiliates under the law or in equity. If any of the provisions contained in paragraph 8(a), 8(b) or 9(a) or if any of the rights or remedies enumerated in paragraph 8(c) or 9(b) is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, or rights or remedies, which shall be given full effect without regard to the invalid portions. If any of the provisions contained in paragraph 8(a), 8(b) or 9(a) is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. 12. Change in Control. (a) In the event of a Change in Control, and if Executive's employment is terminated within the time period beginning six (6) months before the Change in Control and ending twelve (12) months after the Change in Control, by the Company Without Cause, the cash severance payment under the second paragraph of Section 7 (a) will be paid to the Executive in a lump sum within fourteen (14) days of the later of such Change in Control or such termination. If (i) Executive is employed by the Company at the time of a Change in Control or (ii) his employment with the Company was terminated no more than six (6) months before the Change in Control by the Company Without Cause, Executive's stock options shall vest upon a Change in Control and Executive shall have the full option term to exercise such stock options. If a Change of Control occurs within three (3) months before or after the end of the Employment Term or an Extended Employment Term, such Employment Term or Extended Employment Term shall, at Executive's option, automatically be extended an additional twelve (12) months from its expiration date. For purposes of this Section 12, termination of employment Without Cause shall include without limitation any Demotion or any termination by Executive due to a Demotion or Company Default. (b) As used herein, (x) prior to the repayment, repurchase, reduction or defeasance of all of the outstanding Senior Subordinated Notes issued by the Company under the Indenture, dated August 13, 1999 between the Company and United States Trust Company of New York, as Trustee, as amended from time to time (the "Indenture"), "Change in Control" shall have the meaning set forth in the Indenture and (y) after the repayment, redemption or -9-

defeasance of all of the outstanding Senior Subordinated Notes issued by the Company under the Indenture, "Change in Control" shall mean: (i) the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more transactions, of all or substantially all of the assets of the Company or its affiliates to any person or group (as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934); (ii) The consummation of any transaction or transactions (including, without limitation, any merger or consolidation) the result of which is that any person or group (as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934), other than Citicorp Venture Capital Ltd. ("CVC"), CCT Partners VI, LP ("CCT") and their affiliates, becomes the beneficial owner, directly or indirectly, of more (A) than 50% of the voting stock of the Company or (B) of the common stock of the Company than CVC, CCT and their affiliates; or (iii) The adoption of a plan relating to the liquidation or dissolution of the Company. (c) Parachute Payments.

defeasance of all of the outstanding Senior Subordinated Notes issued by the Company under the Indenture, "Change in Control" shall mean: (i) the sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more transactions, of all or substantially all of the assets of the Company or its affiliates to any person or group (as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934); (ii) The consummation of any transaction or transactions (including, without limitation, any merger or consolidation) the result of which is that any person or group (as defined in Section 13(d)(iii) of the Securities Exchange Act of 1934), other than Citicorp Venture Capital Ltd. ("CVC"), CCT Partners VI, LP ("CCT") and their affiliates, becomes the beneficial owner, directly or indirectly, of more (A) than 50% of the voting stock of the Company or (B) of the common stock of the Company than CVC, CCT and their affiliates; or (iii) The adoption of a plan relating to the liquidation or dissolution of the Company. (c) Parachute Payments. (i) Tax Restoration Payment. In the event it is determined that any payment, benefit or distribution made under Section 12(a) of this Agreement to or for the benefit of the Executive by the Company, any person who acquires ownership or effective control of the Company, or ownership of a substantial portion of the assets of the Company (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder) or any affiliate of such person (the "Total Payments") would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Tax Restoration Payment") in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Tax Restoration Payment, the Executive retains an amount of the Tax Restoration Payment equal to the Excise Tax imposed upon the Total Payments. (ii) Determination by Accountant. All mathematical determinations and determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of section 280G of the Code), in each case which determinations are required to be made under this Section 12, including whether a Tax Restoration Payment is required, the amount of such Tax Restoration Payment, and amounts relevant to the last sentence of this Section 12, shall be made by an independent accounting firm selected by the Executive from amount the largest five accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide to the Company and to the Executive its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any -10-

Tax Restoration Payment and any other relevant matter, within ten (10) days after termination of the Executive's employment, if applicable, or at such earlier time following termination of employment as is requested by the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. If a Tax Restoration Payment is determined to be payable, it shall be paid to the Executive within ten (10) days after the Determination is delivered to the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. As a result of uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Tax Restoration Payments not made by the Company and members of the Company should have been made ("Underpayment"), or that Tax Restoration Payments will have been made by the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount

Tax Restoration Payment and any other relevant matter, within ten (10) days after termination of the Executive's employment, if applicable, or at such earlier time following termination of employment as is requested by the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. If a Tax Restoration Payment is determined to be payable, it shall be paid to the Executive within ten (10) days after the Determination is delivered to the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. As a result of uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Tax Restoration Payments not made by the Company and members of the Company should have been made ("Underpayment"), or that Tax Restoration Payments will have been made by the Company and members of the Company that should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company promptly shall pay, or cause to be paid, the amount of such Underpayment to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment; provided, however, that (1) Executive shall not in any event be obligated to return to the Company an amount greater than the net aftertax portion of the Overpayment that he has retained or recovered as a refund from the applicable taxing authorities and (2) this provision shall be interpreted in a manner consistent with the intent of Section 12(c), which is to make the Executive whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive repaying to the Company an amount that is less than the Overpayment. 13. Assignment of Executive Benefits; Successors and Assigns. Absent the prior written consent of the Company, and subject to the laws of descent and distribution, Executive shall have no right to exchange, convert, encumber or dispose of the rights of Executive to receive benefits and payments under this Agreement, which payments, benefits and rights thereto are non-assignable and nontransferable. This Agreement shall inure to the benefit of and shall be binding upon the Company and Executive and, subject to the preceding sentence, their respective heirs, executors, personal representatives, successors and assigns. Nothing in this paragraph 13, however, shall prevent Executive from making assignments or transfers for purposes of personal estate planning. -1114. Notices. All notices hereunder shall be given in writing by personal delivery or by registered or certified mail addressed to the Company at its principal place of business and to Executive at his residence address as then listed in the Company's records. 15. Arbitration. Except as otherwise provided in Section 12(c) and in the enforcement of Sections 8 and 9, any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon such award rendered by the arbitrators(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Dallas, Texas unless another location shall be mutually agreed to by the parties at the time of arbitration. In any dispute between the parties as to which Executive is sustained on the claim(s) by or against him, the Company shall pay all legal fees and other related expenses incurred by Executive in connection with the dispute over such claim(s). If more than one claim is involved in any dispute and if Executive is sustained as to one or more of such claims but not as to all of such claims, there shall be a reasonable allocation of applicable expenses. The Company will reimburse Executive for those legal expenses and other related expenses determined by the arbitrator(s) or by the consent of the parties to be allocable to the claim or claims as to which Executive is upheld. 16. General. (a) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the

14. Notices. All notices hereunder shall be given in writing by personal delivery or by registered or certified mail addressed to the Company at its principal place of business and to Executive at his residence address as then listed in the Company's records. 15. Arbitration. Except as otherwise provided in Section 12(c) and in the enforcement of Sections 8 and 9, any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon such award rendered by the arbitrators(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Dallas, Texas unless another location shall be mutually agreed to by the parties at the time of arbitration. In any dispute between the parties as to which Executive is sustained on the claim(s) by or against him, the Company shall pay all legal fees and other related expenses incurred by Executive in connection with the dispute over such claim(s). If more than one claim is involved in any dispute and if Executive is sustained as to one or more of such claims but not as to all of such claims, there shall be a reasonable allocation of applicable expenses. The Company will reimburse Executive for those legal expenses and other related expenses determined by the arbitrator(s) or by the consent of the parties to be allocable to the claim or claims as to which Executive is upheld. 16. General. (a) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles thereof which might refer such interpretations to the laws of a different state or jurisdiction. (b) Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. (c) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. (d) No Other Representations. No representation, promise or inducement has been made by any party hereto that is not embodied in this Agreement, and no party shall be bound by or liable for any alleged representation, promise or inducement not so set forth. (e) Amendments; Waivers. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by all of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of the breach of any term or covenant -12-

contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement. (f) Consent to Jurisdiction. The Company and Executive agree that any legal action or proceeding with respect to this Agreement or any agreement, certificate or other instrument entered into in contemplation of the transactions contemplated by this Agreement, or any matters arising out of or in connection this Agreement or such other agreement, certificate or instrument, and any action for the enforcement of any judgment in respect thereof, may be brought in the state or federal courts located in Dallas, Texas. By execution and delivery of this Agreement, each of the Company and Executive irrevocably consent to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express carrier or delivery service, to the applicable party at his or its address referred to herein. The Company and Executive hereby irrevocably waive any objection which he or it may now or hereafter have to the laying of venue of any of the aforementioned actions or proceedings arising out of or in connection with this Agreement, or any related agreement, certificate or instrument referred to above, brought in the courts referred to above and hereby further irrevocably waive and agree, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such

contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement. (f) Consent to Jurisdiction. The Company and Executive agree that any legal action or proceeding with respect to this Agreement or any agreement, certificate or other instrument entered into in contemplation of the transactions contemplated by this Agreement, or any matters arising out of or in connection this Agreement or such other agreement, certificate or instrument, and any action for the enforcement of any judgment in respect thereof, may be brought in the state or federal courts located in Dallas, Texas. By execution and delivery of this Agreement, each of the Company and Executive irrevocably consent to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express carrier or delivery service, to the applicable party at his or its address referred to herein. The Company and Executive hereby irrevocably waive any objection which he or it may now or hereafter have to the laying of venue of any of the aforementioned actions or proceedings arising out of or in connection with this Agreement, or any related agreement, certificate or instrument referred to above, brought in the courts referred to above and hereby further irrevocably waive and agree, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in any inconvenient forum. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement the date first written above. INTERSIL HOLDING CORPORATION
By: /s/ Gregory L. Williams -------------------------------------------------Name: Gregory L. Williams Title: President and Chief Executive Officer

/s/ Daniel J. Heneghan --------------------------------------------------Daniel J. Heneghan

-13Exhibit 10.34 INTERSIL CORPORATION 1999 EQUITY COMPENSATION PLAN EXECUTIVE OFFICER TERMS AND CONDITIONS (EFFECTIVE AUGUST 31, 2000)

Intersil Corporation (the "Company") has granted you a non-qualified option (the "Option") to purchase a certain number of shares of common stock of the Company pursuant to the Intersil Corporation 1999 Equity Compensation Plan (the "Plan"). The specific terms of your Option are controlled by your stock option grant letter, the terms of the Plan and the following Terms and Conditions. Capitalized terms which are not defined in this document will have the meanings specified in the Plan or in your stock option grant letter. 1. Vesting and Initial Exercisability. Subject to Section 2, to the extent that there has been no termination of your employment and your Option has not otherwise expired or been forfeited, your Option shall vest and become exercisable as set forth below:
===================================================================================== If you have remained continuously employed by the Your vested

Exhibit 10.34 INTERSIL CORPORATION 1999 EQUITY COMPENSATION PLAN EXECUTIVE OFFICER TERMS AND CONDITIONS (EFFECTIVE AUGUST 31, 2000)

Intersil Corporation (the "Company") has granted you a non-qualified option (the "Option") to purchase a certain number of shares of common stock of the Company pursuant to the Intersil Corporation 1999 Equity Compensation Plan (the "Plan"). The specific terms of your Option are controlled by your stock option grant letter, the terms of the Plan and the following Terms and Conditions. Capitalized terms which are not defined in this document will have the meanings specified in the Plan or in your stock option grant letter. 1. Vesting and Initial Exercisability. Subject to Section 2, to the extent that there has been no termination of your employment and your Option has not otherwise expired or been forfeited, your Option shall vest and become exercisable as set forth below:
===================================================================================== If you have remained continuously employed by the Your vested Company from the Grant Date to: percentage is: ------------------------------------------------------------------------------------the first anniversary of the Grant Date 25% ------------------------------------------------------------------------------------the second anniversary of the Grant Date 50% ------------------------------------------------------------------------------------the third anniversary of the Grant Date 75% ------------------------------------------------------------------------------------the fourth anniversary of the Grant Date 100% =====================================================================================

2. Term. If you have not fully exercised your Option prior to the tenth anniversary of the Grant Date (the "Expiration Date"), you will not be permitted to exercise, and will forfeit any remaining portion of, your Option. Your Option will also expire and be forfeited at such times and in such circumstances as otherwise provided herein or under the Plan. 3. Exercise Upon and After Termination of Employment. a. Termination on Retirement, Disability or Death. If you have a Termination of Service as a result of your Retirement, Disability or Death, or if you die within 90 days of a Termination of Service, when such Termination of Service is for a reason other than Cause, the unexercised and vested portion of your Option will remain exercisable by you, your estate, the persons who acquired the right to exercise your Option by bequest or inheritance, as applicable, until the earlier of the end of the 180-day period immediately following your Termination of Service or the Expiration Date. Such portion of your Option shall terminate to the extent not exercised within such period. Any unvested portion of your Option will terminate and will be forfeited upon such Termination of Service. b. Termination for Cause. If you have a Termination of Service on account of a termination for Cause, your Option will immediately expire on the date of

such Termination of Service and you will forfeit all Shares underlying any exercised portion of your Option for which the Company has not delivered certificates, and the Company shall refund to you the Option Price you paid for any such Shares. c. Termination for Any Other Reason. If you have a Termination of Service as a result of any reason other than your Retirement, Disability, Death or for Cause, any unexercised, vested portion of your Option will remain exercisable until the earlier of the end of the 90-day period immediately following your date of termination or the

such Termination of Service and you will forfeit all Shares underlying any exercised portion of your Option for which the Company has not delivered certificates, and the Company shall refund to you the Option Price you paid for any such Shares. c. Termination for Any Other Reason. If you have a Termination of Service as a result of any reason other than your Retirement, Disability, Death or for Cause, any unexercised, vested portion of your Option will remain exercisable until the earlier of the end of the 90-day period immediately following your date of termination or the Expiration Date. Such portion of your Option shall terminate to the extent not exercised within such period. Any unvested portion of your Option will terminate and will be forfeited upon such Termination of Service. 4. Method of Exercising Your Option. a. Notice and Representation. When you want to exercise any vested portion of your Option, you must give written notice to the Company's third party administrator as designated in the exercise instructions provided to you (the "Exercise Instructions") specifying the number of Shares that you would like to purchase, together with payment of the Option Price in accordance with Section 4(b). As used in this Section 4, "Option Price" means the product obtained by multiplying the Option Price by the number of Shares you wish to purchase. b. Method of Payment. To exercise your Option, you must pay to the Company's third party administrator the Option Price, together with the withholding tax due pursuant to the third sentence of this Section 4(b) either: (a) in U.S. dollars via wire transfer of immediately available funds or (b) by any other method of payment that the Committee may approve. Payment must be made in accordance with the Exercise Instructions. In addition to payment of the Option Price, you must pay to the Company's third party administrator any amount of withholding tax that is due as determined by the Company's third party administrator in accordance with the Exercise Instructions. 5. Transferability of Your Option. You may transfer your Option only by will or the laws of descent and distribution. In addition, any Shares issued or issuable to you under the Plan are subject to any transfer restrictions set forth in your stock option grant letter. 6. Incorporation by Reference. Your Option shall be subject to the terms, conditions and limitations set forth herein, those of the Plan and those of your stock option grant letter, which are incorporated herein by reference. In the event of any contradiction, distinction or differences between these Terms and Conditions and the terms of the Plan, the terms of the Plan will control. 7. Governing Law. Your Option and these Terms and Conditions shall be construed in accordance with the laws of the State of Delaware. 8. Miscellaneous. a. The captions of these Terms and Conditions are not part of the provisions hereof and shall have no force or effect. These Terms and Conditions, as they apply to your Option, may not be amended or modified, except pursuant to a written agreement between you and the Company. The invalidity or unenforceability of any -2-

provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision of these Terms and Conditions. b. The Committee may make such rules and regulations and establish such procedures for the administration of your Option and these Terms and Conditions as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret these Terms and Conditions, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to the interpretation of these Terms and Conditions or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to these Terms and Conditions, the decision of the Committee shall be final and binding on all persons.

provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision of these Terms and Conditions. b. The Committee may make such rules and regulations and establish such procedures for the administration of your Option and these Terms and Conditions as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret these Terms and Conditions, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to the interpretation of these Terms and Conditions or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to these Terms and Conditions, the decision of the Committee shall be final and binding on all persons. c. All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board of Directors of the Company or mailed to its principal office, addressed to the attention of the Board of Directors; and if to you, shall be delivered personally, sent by facsimile transmission or mailed to you at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 8(c). d. The failure of you or the Company to insist upon strict compliance with any provision of these Terms and Conditions or the Plan, or to assert any right that you or the Company, respectively, may have under these Terms and Conditions or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of these Terms and Conditions or the Plan. e. Nothing in these Terms and Conditions shall confer on you the right to continue in the service or employment of the Company or interfere in any way with the right of the Company and its stockholders to terminate your service or employment at any time. 9. Vesting on Change of Control. a. Notwithstanding anything in your stock option grant letter or in these Terms and Conditions to the contrary, if within 24 months of the date of a Change of Control, your employment is involuntarily terminated without Cause or you voluntarily terminate your employment for Good Reason, your Option shall be immediately 100 percent vested and you shall have a period of 24 months, or until the Expiration Date if shorter, to exercise the Option. b. For purposes of this Section 9, "Good Reason" shall mean a termination of your employment at your initiative following the occurrence of one or more of the following events: (i) The assignment of any duties or responsibilities or a change in duties or reporting lines, which represent a material diminution of your duties, responsibilities, title or reporting lines as they existed immediately prior to the Change of Control; -3-

(ii) a decrease in your annual salary, incentive compensation or other employee benefits, from your salary, incentive compensation or other employee benefits as they existed immediately prior to the Change of Control; (iii) any failure to secure the agreement of any successor corporation or other entity to the Company to fully assume the Company's obligations to you under your stock option grant letter and these Terms and Conditions or your change in control agreement; (iv) a relocation of your principal place of employment to a location that increases by more than 50 miles the distance you are required to commute from your primary residence immediately prior to the Change in Control, unless such relocation is to Intersil's west coast headquarters located in Irvine, California; or (v) any material unremedied breach by the Company of your stock option grant letter or these Terms and Conditions or your change in control agreement. -4-

(ii) a decrease in your annual salary, incentive compensation or other employee benefits, from your salary, incentive compensation or other employee benefits as they existed immediately prior to the Change of Control; (iii) any failure to secure the agreement of any successor corporation or other entity to the Company to fully assume the Company's obligations to you under your stock option grant letter and these Terms and Conditions or your change in control agreement; (iv) a relocation of your principal place of employment to a location that increases by more than 50 miles the distance you are required to commute from your primary residence immediately prior to the Change in Control, unless such relocation is to Intersil's west coast headquarters located in Irvine, California; or (v) any material unremedied breach by the Company of your stock option grant letter or these Terms and Conditions or your change in control agreement. -4-