Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BU0Roas0d6ccxTeN9mQd9T1pehC2zVxb8JjjwtBHbEzriVW9H4c8okWCqudQ3/8C /D7w3t+BUg/jZAJ/wndKVw== 0001193125-04-045517.txt : 20040319 0001193125-04-045517.hdr.sgml : 20040319 20040319141952 ACCESSION NUMBER: 0001193125-04-045517 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20040319 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XICOR INC CENTRAL INDEX KEY: 0000319191 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942526781 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31854 FILM NUMBER: 04679742 BUSINESS ADDRESS: STREET 1: 933 MURPHY RANCH RD. CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084328888 MAIL ADDRESS: STREET 1: 933 MURPHY RANCH RD. CITY: MILPITAS STATE: CA ZIP: 95035 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERSIL CORP/DE CENTRAL INDEX KEY: 0001096325 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 593590018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1996 TEROB COURT CITY: MILPTAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4059451323 MAIL ADDRESS: STREET 1: INTERSIL CORPORATION STREET 2: 2401 PALM BAY ROAD NE CITY: PALM BAY STATE: FL ZIP: 32905 FORMER COMPANY: FORMER CONFORMED NAME: INTERSIL HOLDING CO DATE OF NAME CHANGE: 19991005 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

XICOR, INC.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

984903 10 4

(CUSIP Number)

Thomas C. Tokos, Esq.

Vice President, General Counsel and Secretary

Intersil Corporation

675 Trade Zone Boulevard

Milpitas, CA 95035

(408) 945-1323

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Christopher G. Karras, Esq.

Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

(215) 994-4000

March 14, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



1.	Name of Reporting Person Intersil Corporation I.R.S. Identification No. of above person (entities only) 59-3590018

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds* Not Applicable

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

1,607,201 /(1)(2)/

9. Sole Dispositive Power

10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,607,201 /(1)(2)/

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11) 5.5% /(3)/

14.	Type of Reporting Person (See Instructions) CO

*SEE INSTRUCTIONS BEFORE FILLING OUT

/(1)/

Intersil Corporation has entered into voting agreements, each dated as of March 14, 2004, with certain stockholders of Xicor, Inc. which provide that such stockholders will vote all of the shares of Xicor Common Stock beneficially owned by them in favor of the Merger, the Merger Agreement and the transactions contemplated thereby. Intersil Corporation does not have any rights as a stockholder of Xicor, Inc. pursuant to the voting agreements and neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Intersil Corporation that it is the beneficial owner of any of the common stock of Xicor, Inc. referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

/(2)/

Includes options held by certain stockholders of Xicor, Inc. to purchase up to 1,500,501 shares of Xicor Common Stock.

/(3)/

Based on 29,191,891 shares outstanding, and 1,500,501 shares subject to options deemed to be outstanding, as of March 11, 2004.

Item 1 – Security and Issuer

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, no par value per share (the “Xicor Common Stock”), of Xicor, Inc., a California corporation (“Xicor”).

The principal executive offices of Xicor are located at 933 Murphy Ranch Road, Milpitas, CA 95035.

Item 2 – Identity and Background

(a) – (c), (f) This Schedule 13D is being filed by Intersil Corporation, a Delaware corporation (“Intersil”). The address of the principal office of Intersil is 675 Trade Zone Boulevard, Milpitas, CA 95035. Intersil is a systems oriented designer and manufacturer of analog integrated circuits.

As a result of entering into the voting agreements described in Items 3 and 4 below, Intersil may be deemed to have formed a “group” with each of the Stockholders (as defined in Item 3 below) for purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. Intersil expressly declares that the filing of this Schedule 13D shall not be construed as an admission by it that it has formed any such group.

To the best of Intersil’s knowledge as of the date hereof, the name, business address, present principal occupation or employment and citizenship of each executive officer and director of Intersil, and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Schedule I hereto. The information contained in Schedule I is incorporated herein by reference.

(d) – (e) During the last five years, neither Intersil nor, to the best knowledge of Intersil, any of the executive officers or directors of Intersil, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3 – Source and Amount of Funds or Other Consideration

On March 14, 2004, Intersil, New Castle Sub LLC, a wholly-owned subsidiary of Intersil (“LLC”), New Castle Merger Sub Corp., a wholly-owned subsidiary of LLC (“Merger Sub”), and Xicor entered into an Agreement and Plan of Merger (the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Xicor, and then Xicor, as the surviving corporation, will merge with and into LLC, with LLC being the ultimate surviving entity. Under the terms of the Merger Agreement, Xicor shareholders may elect to receive the merger consideration in all cash, all stock or a combination of cash and stock, in each case having a value per Xicor share of $8.00 plus 0.335 of a share of Intersil common stock, allocated by prorating the cash and shares available in the merger among the elections made.

As an inducement for Intersil to enter into the Merger Agreement and in consideration thereof, certain stockholders of Xicor (collectively, the “Stockholders”) entered into voting agreements with Intersil dated as of March 14, 2004 (the “voting agreements”), whereby the Stockholders agreed, severally and not jointly, to vote all of the shares of Xicor Common Stock beneficially owned by them in favor of the Merger, the Merger Agreement and the transactions contemplated thereby. Intersil did not pay additional consideration to any Stockholder in connection with the execution and delivery of the voting agreements. The voting agreements terminate upon the earlier to occur of (1) when the Certificate of Merger for the merger of Merger Sub with and into Xicor has been filed with the Secretary of State of the State of California or such later time as shall be agreed upon by the parties to the Merger Agreement and specified in the Certificate of Merger, or (2) after termination of the Merger Agreement pursuant to its terms. The name of each Stockholder and the number of outstanding shares of Xicor Common Stock beneficially owned by each Stockholder is set forth on Annex A to the voting agreements which is incorporated herein by reference.

References to, and descriptions of, the Merger Agreement and the voting agreements, respectively, as set forth above in this Item 3, are qualified in their entirety by reference to the copies of the Merger Agreement and the voting agreements, respectively, included as Exhibits 1 through 11 to this Schedule 13D, and are incorporated in this Item 3 in their entirety where

such references and descriptions appear.

Item 4 – Purpose of Transaction

(a) – (j) The information set forth, or incorporated by reference, in Item 3 is hereby incorporated herein by reference.

Upon consummation of the Merger as contemplated by the Merger Agreement (1) the merger Sub will be merged with and into Xicor, with Xicor remaining as the surviving Corporation, and then Xicor will be merged with and into LLC, with LLC surviving as a wholly-owned subsidiary of Intersil, (2) the manager and officers of the surviving limited liability company will be the member and officers of LLC immediately prior to the merger (3) the Certificate of Formation and Operating Agreement of the surviving limited liability company will be the Certificate of Formation and Operating Agreement of LLC, as in effect immediately prior to the merger(4) Xicor Common Stock will cease to be authorized for listing on the Nasdaq National Market, and (5) Xicor Common Stock will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

References to, and descriptions of, the Merger Agreement as set forth above in this Item 4 are qualified in their entirety by reference to the copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D and is incorporated in this Item 4 in its entirety where such references and descriptions appear.

Item 5 – Interest in Securities of the Issuer

(a) – (b) The number of shares of Xicor Common Stock covered by the voting agreements is 1,607,201 (including 1,500,501 shares subject to options), which constitutes approximately 5.5% of Xicor Common Stock, based on the number of shares of Xicor Common Stock outstanding (and the number of shares subject to options deemed to be outstanding) on March 11, 2004, as represented by Xicor in the Merger Agreement. By virtue of the voting agreements, Intersil may be deemed to share with the Stockholders the power to vote shares of Xicor Common Stock subject to the voting agreements. However, Intersil (1) is not entitled to any rights as a stockholder of Xicor as to the shares of Xicor Common Stock covered by the voting agreements and (2) disclaims any beneficial ownership of the shares of Xicor Common Stock which are covered by the voting agreements. See the information in Items 2 and 3 with respect to the Stockholders and the information in Item 3 with respect to the voting agreements, which information is incorporated herein by reference.

(c) To the best of Intersil’s knowledge as of the date hereof (1) neither Intersil, nor any subsidiary of Intersil nor any of Intersil’s executive officers or directors, beneficially owns any shares of Xicor Common Stock and (2) there have been no transactions in the shares of Xicor Common Stock effected during the past 60 days by Intersil, nor to the best of Intersil’s knowledge, by any subsidiary of Intersil or any of Intersil’s executive officers or directors.

(d) Not applicable.

(e) Not applicable.

Reference to, and descriptions of, the Merger Agreement and the voting agreements as set forth in this Item 5 are qualified in their entirety by reference to the copies of the Merger Agreement and the voting agreements, respectively, included as Exhibits 1 through 11 to this Schedule 13D, and incorporated in this Item 5 in their entirety where such references and descriptions appear.

Item 6 – Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth, or incorporated by reference, in Items 3 through 5 is hereby incorporated herein by reference. Copies of the Merger Agreement and the voting agreements, respectively, are included as Exhibits 1 through 11 to this Schedule 13D. To the best of Intersil’s knowledge, except as described in this Schedule 13D, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between any such persons with respect to any securities of Xicor.

Item 7 – Material to be Filed as Exhibits


Exhibit		Description

1		Agreement and Plan of Merger dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., New Castle Sub LLC and Xicor, Inc. (incorporated by reference to Exhibit 2.1 of Intersil’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2004).

2		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Louis DiNardo.

3		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and J. Daniel McCranie.

4		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Jack Harrington.

5		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Julius Blank.

6		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Emmanuel Hernandez.

7		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Andrew Elder.

8		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Geraldine Hench.

9		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Todd Smathers.

10		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Steven Bakos.

11		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Davin Lee.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 19, 2004



/s/ Thomas C. Tokos

Name:		Thomas C. Tokos
Title:		Vice President, General
		Counsel and Secretary

SCHEDULE I

DIRECTORS AND OFFICERS OF INTERSIL CORPORATION

The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Intersil. Except as indicated below, each such person is a U.S. citizen, and the business address of each such person is 675 Trade Zone Boulevard, Milpitas, CA 95035.

BOARD OF DIRECTORS


Name		Title and Present Principal Occupation

Gregory L. Williams		Executive Chairman of the Board of Directors of Intersil Corporation

Richard M. Beyer		President, Chief Executive Officer and Director of Intersil Corporation

Robert W. Conn		Dean of the Jacobs School of Engineering, University of California, San Diego, and the Walter J. Zable Endowed Chair in Engineering, EBU-17th Floor, 9500 Gilman Drive, Rm 7313, La Jolla, CA 92093-0403

Gary E. Gist		President and Chief Executive Officer of Palomar Companies, LLC, 2230 Oak Ridge Way, Vista, CA 92083

Jan Peeters (Canadian)		Chairman, President, Chief Executive Officer of Olameter Inc., 2000 McGill College Avenue, Suite 500, Montreal, Quebec Canada H3A 3H3

Robert N. Pokelwaldt		Retired Chairman and Chief Executive Officer of YORK International Corporation, 45 Burning Tree Court, York, PA 17404

James A. Urry		Partner at Citicorp Venture Capital Ltd., 399 Park Avenue, 14th Floor, New York, NY 10043

James V. Diller		Chairman of the Board of Summit Microelectronics, 1717 Fox Drive, San Jose, CA 95131

OFFICERS WHO ARE NOT DIRECTORS


Name		Title and Present Principal Occupation

Daniel J. Heneghan		Vice President, Chief Financial Officer and Assistant Secretary.

Rick E. Furtney		Vice President, General Manager, Analog.

Mohan R. Maheswaran		Vice President, General Manager, Elantec Product Group.

Thomas C. Tokos		Vice President, General Counsel and Secretary.

Alden Chauvin		Vice President, Worldwide Sales.

EXHIBIT INDEX


Exhibit		Description

1		Agreement and Plan of Merger dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., New Castle Sub LLC and Xicor, Inc. (incorporated by reference to Exhibit 2.1 of Intersil’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2004).

2		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Louis DiNardo.

3		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and J. Daniel McCranie.

4		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Jack Harrington.

5		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Julius Blank.

6		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Emmanuel Hernandez.

7		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Andrew Elder.

8		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Geraldine Hench.

9		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Todd Smathers.

10		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Steven Bakos.

11		Company Voting Agreement, dated as of March 14, 2004, by and among Intersil Corporation, New Castle Merger Sub Corp., Xicor, Inc., and Davin Lee

EX-2 3 dex2.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14, 2004 - DINARDO Company Voting Agreement, dated as of March 14, 2004 - DiNardo

Exhibit 2

COMPANY VOTING AGREEMENT

AGREEMENT, dated as of March 14, 2004 (this “Agreement”), by and among Intersil Corporation, a Delaware corporation (“Parent”), New Castle Merger Sub Corp., a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Xicor, Inc., a California corporation (“Company”), and the shareholders of the Company set forth in Annex A hereto (each a “Shareholder” and, collectively, the “Shareholders”).

Background

A. The Boards of Directors of the Parent, Merger Sub and Company and the manager of New Castle Sub LLC, a Delaware limited liability company (the “LLC”), have approved an Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”) (capitalized terms used but not defined herein having the respective meanings given to them in the Merger Agreement), providing for the merger of the Merger Sub with and into the Company (the “Step One Merger”) and the merger of the Company, as surviving corporation of the Step One Merger, with and into the LLC (the “Step Two Merger,” and together with the Step One Merger, the “Mergers”), with the LLC being the ultimate surviving entity in the Mergers;

B. The Shareholder is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of shares of Company common stock, no par value per share (“Company Common Stock”), Company Options, warrants to purchase Company Common Stock and/or interests in Company Common Stock through the Company 423 Plan or the Company’s 401(k) plan, in the amounts and of the types set forth opposite such Shareholder’s name on Annex A hereto (the “Shares”);

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

1. Grant of Irrevocable Proxy. (a) Until this Agreement is terminated, the Shareholder hereby irrevocably appoints Merger Sub, its officers, agents and nominees, with full power of substitution, as proxy for and attorney in fact of the Shareholder to act with respect to and vote the outstanding Shares, if any, owned by the Shareholder for and in the name, place and stead of the Shareholder at any annual, special or other meeting of the holders of shares of the Company Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the fullest extent that the Shares are entitled to be voted, in favor of the Mergers, the Merger Agreement and the transactions contemplated thereby and

against approval of any Competing Transaction or any proposal made in opposition to, or in competition with, consummation of the Mergers and the other transactions contemplated by the Merger Agreement. In all other matters, the Shares shall be voted by and in the manner determined by the Shareholder. The Shareholder hereby represents that he has not heretofore granted any irrevocable proxy with respect to the Shares that it is inconsistent with the proxy granted hereby and hereby revokes any and all such proxies which may heretofore have been granted with respect to the Shares.

(b) The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1 is given in connection with and as an inducement for the execution by Parent of the Merger Agreement and to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may not be revoked. The Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable in accordance with the laws of the State of California, without giving effect to the conflict of laws principles thereof.

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(a) The Shareholder will deliver to Parent at Parent’s request a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 3.

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

(c) The Shareholder agrees not to transfer, sell, exchange, pledge, gift or otherwise dispose of or encumber any of the Shares or make any offer or agreement relating thereto, in each case inconsistent with the Shareholder’s obligations hereunder at any time prior to the termination of this Agreement; provided, however, nothing in this Agreement shall be deemed to prohibit or restrict any sale or other disposition of any of the Shares pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, as in effect on November 6, 2003.

(d) Notwithstanding Section 2(c), Shareholder shall have the right to transfer Shares to any third party who agrees to be bound by this Agreement; provided that in the case of any such transfer, the transferee shall, as a condition to such transfer, execute with Parent and Merger Sub an agreement to be bound by the terms and conditions of this Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

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(a) (i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.

(b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor.

(c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.

4. Representations, Warranties and Covenants of Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Shareholder that (i) Parent and Merger Sub each have full corporate right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (ii) such execution, delivery and performance have been duly authorized by all requisite corporate action by Parent and Merger Sub, and no other corporate proceedings are necessary therefor, (iii) this Agreement has been duly and validly executed and delivered by Parent and Merger Sub and represents a valid and legally binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms; except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iv) the execution, delivery and performance of this Agreement by Parent and Merger Sub will not constitute a violation of, conflict with or result in a default under (A) any contract, understanding or arrangement to which either Parent or Merger Sub is a party or by which either is bound or require the consent of any other person or any party pursuant thereto, (B) any judgment, decree or order applicable to Parent or Merger Sub, or (C) any applicable law, statute, rule or regulation.

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5. Termination. This Agreement, other than the obligations set forth in Section 7, shall terminate at the earlier of the Effective Time or the termination of the Merger Agreement pursuant to its terms.

6. Severability. Any term, provision, covenant or restriction contained in this Agreement held by a court or other Governmental Authority of competent jurisdiction to be invalid, void or unenforceable shall be ineffective to the extent of such invalidity, voidness or unenforceability, but neither the remaining terms, provisions, covenants or restrictions contained in this Agreement nor the validity or enforceability thereof in any other jurisdiction shall be affected or impaired thereby. Any term, provision, covenant or restriction contained in this Agreement that is so found to be so broad as to be unenforceable shall be interpreted to be as broad as is enforceable.

7. Expenses. Each of the parties hereto shall pay all costs and expenses incurred by such person or on such person’s behalf in connection with the transactions contemplated hereunder, including fees and expenses of such person’s own financial consultants, investment bankers, accountants and counsel, except as otherwise provided herein.

8. Entire Agreement. This Agreement (including the documents and the instruments referred to therein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, agreements or representations by or between the parties, written and oral, with respect to the subject matter hereof and thereof.

9. Successors; No Third Party Beneficiaries. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or dispatched by a nationally recognized overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

11. Counterparts. This Agreement may be executed in counterparts, and each such counterpart shall be deemed to be an original instrument, but both such counterparts together shall constitute but one agreement.

12. Specific Performance. The parties hereto agree that if for any reason Parent or the Shareholder shall have failed to perform their obligations under this Agreement, then the party hereto seeking to enforce this Agreement against such non-performing party shall be entitled to specific performance and injunctive and other equitable relief, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. This provision is without prejudice to any other rights that any party hereto may have against any other party hereto for any failure to perform its obligations under this Agreement.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

14. Waiver and Amendment. Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

15. Duties. Parent and Merger Sub acknowledge and agree that the Shareholder has entered into this Agreement in his capacity as a shareholder of Company and that this Agreement shall in no way restrict the Shareholder in such Shareholder’s capacity as a director or officer of Company and the performance of such person’s duties to Company and its shareholders.

- 5 -

16. Additional Shares. Notwithstanding the provisions of Section 15, in the event that the Shareholder acquires any additional Company Securities, such securities shall, without further action of the parties, be subject to the provisions of this Agreement, and Annex A will be deemed amended accordingly. If the Shareholder acquires additional Company Securities, such Shareholder shall promptly notify Parent in writing of such acquisition.

17. Additional Documents. The Shareholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent, to carry out the intent of this Agreement.

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Louis DiNardo
		Louis DiNardo

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-3 4 dex3.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14 - MCCRANIE Company Voting Agreement, dated as of March 14 - McCranie

Exhibit 3

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ J. Daniel McCranie
		J. Daniel McCranie

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-4 5 dex4.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14, 2004 - HARRINGTON Company Voting Agreement, dated as of March 14, 2004 - Harrington

Exhibit 4

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Jack Harrington
		Jack Harrington

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-5 6 dex5.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14, 2004 - BLANK Company Voting Agreement, dated as of March 14, 2004 - Blank

Exhibit 5

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Julius Blank
Julius Blank

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-6 7 dex6.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14, 2004 - HERNANDEZ Company Voting Agreement, dated as of March 14, 2004 - Hernandez

Exhibit 6

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Emmanuel Hernandez
Emmanuel Hernandez

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-7 8 dex7.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14 - ELDER Company Voting Agreement, dated as of March 14 - Elder

Exhibit 7

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Andrew Elder
		Andrew Elder

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-8 9 dex8.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14 - HENCH Company Voting Agreement, dated as of March 14 - Hench

Exhibit 8

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Geraldine Hench
		Geraldine Hench

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-9 10 dex9.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14, 2004 - SMATHERS Company Voting Agreement, dated as of March 14, 2004 - Smathers

Exhibit 9

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Todd Smathers
		Todd Smathers

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

- 8 -

EX-10 11 dex10.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14, 2004 - BAKOS Company Voting Agreement, dated as of March 14, 2004 - Bakos

Exhibit 10

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

- 2 -

- 3 -

- 4 -

(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

- 5 -

18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Steven Bakos
		Steven Bakos

- 7 -

ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

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EX-11 12 dex11.htm COMPANY VOTING AGREEMENT, DATED AS OF MARCH 14, 2004 - LEE Company Voting Agreement, dated as of March 14, 2004 - Lee

Exhibit 11

COMPANY VOTING AGREEMENT

Background

C. As a condition to Parent’s entering into the Merger Agreement, Parent has required that the Shareholder agree, and the Shareholder has agreed, to enter into this Agreement.

Terms

In consideration of the foregoing and the mutual representations, warranties, covenants and agreements hereinafter set forth and intending to be legally bound, the parties hereto agree as follows:

2. Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:

(b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.

3. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:

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(i)

if to Parent or Merger Sub, to:

Intersil Corporation

675 Trade Zone Blvd.

Milpitas, CA 95035

Attention: Thomas Tokos, Esq.

Facsimile No: (408) 935-4310

with a copy to:

Dechert LLP

1717 Arch Street

4000 Bell Atlantic Tower

Philadelphia, PA 19103-2793

Attention: Christopher G. Karras, Esq.

Facsimile No.: (215) 994-2222

(ii)

if to the Shareholder:

to the address set forth opposite the name on Annex A.

13. Governing Law. This Agreement shall be governed by the laws of the State California, without giving effect to the conflict of laws principles thereof.

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18. Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


INTERSIL CORPORATION

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President and Chief Executive Officer

NEW CASTLE MERGER SUB CORP.

By:		/s/ Richard M. Beyer
		Name: Richard M. Beyer
		Title: President

XICOR, INC.

By:		/s/ Louis DiNardo
		Name: Louis DiNardo
		Title: President and Chief Executive Officer

SHAREHOLDER

/s/ Davin Lee
		Davin Lee

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ANNEX A


	Securities (in number of shares)
	Common- Direct	Common – By Options	Common - By Company 423 Plan or 401(k) Plan
Record and Beneficial Owner
J. Daniel McCranie	0	130,000
Louis DiNardo	15,000	668,750
Jack Harrington	0	18,334
Julius Blank	42,000	35,250
Emmanuel Hernandez	4,000	45,000
Andrew Elder	25,350	46,500
Geraldine Hench	8,950	207,917	1,000
Todd Smathers	0	184,896
Steven Bakos	5,000	87,500	1,000
Davin Lee	3,400	76,354	1,000

Total	103,700	1,500,501	3,000

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