8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549_____FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934January 14, 2013
Date of report (Date of earliest event reported) Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-12695	94-2669985
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(408) 284-8200 
(Registrant’s telephone number, including area code)Not Applicable
(Former name or former address, if changed since last report)

6024 Silver Creek Valley Road, San Jose, California  95138

(Address of principal executive offices) (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On January 14, 2013, the compensation committee (the “Committee”) of the board of directors of Integrated Device Technology, Inc. (the “Company”) approved the Company’s Executive Retention Plan (the “Retention Plan”), in which each of the President and Chief Executive Officer’s direct reports are eligible to participate. The Retention Plan provides for the grant of performance stock units under the 2004 Equity Plan (the “Equity Plan”) which vest and convert into between zero and one and a half shares of Company common stock based on the level of achievement of pre-established performance goals during a specified performance period. The initial performance period under the Retention Plan is the Company’s fiscal year 2014 for which performance goals related to the Company’s annual non-GAAP operating margin and revenue growth relative to a peer group of companies, weighted 60% and 40%, respectively, were established by the Committee. The Committee approved the following grants of performance stock units to the named executive officers listed in the table below for the fiscal year 2014 performance period.

Executive	Number of Performance Stock Units
Richard D. Crowley, Jr.	25,000
Arman Naghavi	24,444

The Committee will assess performance under the fiscal year 2014 performance period following the completion of the performance period. Any shares of Company common stock earned by performance stock unit holders will vest and be issued in two equal installments, the first on the date the Committee determines the achievement of the performance goals and the second on the first anniversary of such determination.

The foregoing description of the Retention Plan is a summary and is qualified in its entirety by reference to the full text of the Retention Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.    

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

10.1 Integrated Device Technology, Inc. Executive Retention Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 15, 2013	INTEGRATED DEVICE TECHNOLOGY, INC.
	By:	/s/ Richard D. Crowley, Jr.
		Richard D. Crowley, Jr.
		Senior Vice President, Chief Financial Officer
		(duly authorized officer)

Exhibit Index

Exhibit No.Description                            

10.1        Integrated Device Technology, Inc. Executive Retention Plan.

EX-10.1

Exhibit 10.1

INTEGRATED DEVICE TECHNOLOGY, INC.

EXECUTIVE RETENTION PLAN

1. Purpose

The purpose of this document is to set forth the terms and conditions applicable to the Integrated Device Technology, Inc. Executive Retention Plan (the “Retention Plan”) established by the Compensation Committee of the Board of Directors of Integrated Device Technology, Inc. (the “Company”). The Retention Plan is intended to provide a means to reinforce objectives for sustained long-term performance and value creation by awarding selected key employees of the Company with payments in Company stock under the Company’s 2004 Equity Plan (the “Equity Plan”) based on the level of achievement of pre-established performance goals during a specified performance period. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Equity Plan.

2. Effective Date

This Retention Plan shall be effective upon its adoption by the Committee or the Board. On the Effective Date, the Committee or the Board shall specify the performance period.

3. Administration

This Retention Plan shall be administered by the Committee in accordance with Article 12 of the Equity Plan.

4. Participation & Eligibility

Each of the President and Chief Executive Officer’s direct reports shall be participants in the Retention Plan (each, a “Participant”).

5. Performance Stock Units

The Retention Plan shall be implemented through the grant of Performance Stock Units to each Participant. The Performance Stock Units will vest in two equal installments and the number of shares issuable upon vesting of the Performance Stock Units shall be determined based upon the achievement of the performance goals, in each case, as described below. The first installment of vesting shall occur on the Determination Date (as defined below) and the second installment of vesting shall occur on the first anniversary of the Determination Date.

6. Performance Goals

The number of shares of Company common stock issuable upon vesting of the Performance Stock Units will be based upon the achievement of two performance goals –

Exhibit 10.1

Non-GAAP Operating Margin (the “Operating Margin Goal”) and Revenue Growth over Peer Group Median (the “Revenue Goal”). The Committee shall specify the targets for the Operating Margin Goal and the Revenue Goal at the time Performance Stock Units are granted. Within thirty (30) days following the Board’s review of the Company’s year-end financial statements following the end of the performance period, the Committee will review and certify the achievement of the Operating Margin Goal and the Revenue Goal and establish a factor for each (the date of such certification, the “Determination Date”). The “Operating Margin Goal Factor” will be calculated by multiplying the percentage achievement of the Operating Margin Goal (as determined in accordance with the action awarding the Performance Stock Units) times 0.60. The “Revenue Goal Factor” will be calculated by multiplying the percentage achievement of the Revenue Goal (as determined in accordance with the action awarding the Performance Stock Units) times 0.40.

7. Calculation of Shares Issuable Upon Vesting of Performance Stock Units

The number of shares of Company common stock issuable upon vesting of the Performance Stock Units on each vesting date shall be calculated as follows:

(Number of Performance Stock Units)

X

(Operating Margin Goal Factor + Revenue Goal Factor)

X

(50%)

8. General Provisions

A. Payment of Awards – Any shares issuable upon vesting of Performance Stock Units shall be issued within thirty (30) days following the vesting date.

B. Employment as a Condition Precedent – No Participant shall have a right to receive Performance Stock Units or shares of Company common stock under this Retention Plan unless the Participant remains continuously employed by the Company or any of its subsidiaries, affiliates or successors through the date the Performance Stock Units vest.

Disputes – All disputes with respect to this Retention Plan will be resolved by the Committee, whose decision will be final.