8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
_____

FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


September 23, 2008

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.)

6024 Silver Creek Valley Road, San Jose, California  95138

(Address of principal executive offices) (Zip Code)

(408) 284-8200 
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)

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.

(c)

On September 23, 2008, the Company announced the appointment of Richard D. Crowley, Jr., age 51, to the position of vice president and chief financial officer, effective October 20, 2008.  

From 1999 until present Mr. Crowley served as vice president, finance and chief financial officer of Micrel Semiconductor.  From 1998 to 1999, Mr. Crowley served as vice president and chief financial officer of Vantis Corporation.  From 1980 to 1998, Mr. Crowley was employed by National Semiconductor Corporation, where his last position was Vice President, Corporate Controller.  Mr. Crowley holds a bachelors degree in business administration from the University of Notre Dame and a masters in management in accounting and finance from Northwestern University.

In connection with Mr. Crowley’s appointment to the position of vice president and chief financial officer, the Company and Mr. Crowley entered into an offer letter on September 15, 2008 (the “Offer Letter”).  Pursuant to the terms of the Offer Letter, Mr. Crowley will be entitled to receive an annual salary of $325,000 and will be eligible to receive an annual bonus pursuant to the Company’s incentive compensation plan equal to 60% of his annual salary.  The Company also agreed to grant Mr. Crowley, subject to approval by the Board or Compensation Committee, an option to purchase up to 200,000 shares of the Company’s common stock (the “Option”) and a restricted stock unit grant of 15,000 shares of the Company’s common stock (the “RSU”).  The RSU will vest in equal annual installments over four years, so long as Mr. Crowley continues to provide services to the Company.  The Option will vest as to 50,000 shares on the first anniversary of Mr. Crowley’s hire date and in equal monthly installments thereafter over three years, so long as Mr. Crowley continues to provide services to the Company.  Mr. Crowley will also enter into the Company’s standard form of change of control agreement between the Company and certain of its executive officers as well as the Company’s standard form of indemnification agreement between the Company and its directors and executive officers.

The description of the Offer Letter is qualified in its entirety by the full text of the Offer Letter attached hereto as Exhibit 10.1 and incorporated herein by reference.

(e)

The disclosure in Item 5.02(c) above relating to the Offer Letter is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 23, 2008, IDT issued a press release announcing the appointment of Richard D. Crowley, Jr. as set forth in Item 5.02 of this Form 8-K.  A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.  Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.
10.1	Offer Letter between the Company and Richard D. Crowley, Jr., entered into on September 15, 2008
99.1	Press Release dated September 23, 2008

SIGNATURE

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.

Dated:	September 23, 2008
			INTEGRATED DEVICE TECHNOLOGY, INC.
		By:	/s/ Brian C. White
			Brian C. White
			Vice President, Finance and Interim Chief Financial Officer (duly authorized officer)

EXHIBIT INDEX

Exhibit No	Description
10.1	Offer Letter between the Company and Richard D. Crowley, Jr., entered into on September 15, 2008
99.1	Press Release dated September 23, 2008

EX-10.1

Exhibit 10.1

September 12, 2008

Richard D. Crowley[Address][Address]

Dear Rick:

Integrated Device Technology, Inc. (“IDT”)is pleased to make you an offer of employment as Vice President and Chief Financial Officer reporting to Ted Tewksbury, President and Chief Executive Officer.  The terms of your employment are as follows:

Salary:	$325,000.00 annually; payable biweekly
Status:	Full time / Exempt
Stock Options:	You will be recommended for a stock option grant to purchase 200,000 shares of IDT common stock, which will vest over a four year period, assuming your continued service to IDT. The granting of your stock options will occur on or about the 15th day of the month following the completion of the month in which you begin employment with IDT, subject to approval by our Board of Directors. Your stock options will have a per share exercise price equal to the closing price of IDT common stock on the last workday prior to the date of grant.
Restricted Stock Units (RSUs):
	You will be recommended for a Restricted Stock Unit grant of 15,000 shares of IDT common stock, which will vest over a four year period, assuming your continued service to IDT. The granting of your RSUs will occur on or about the 15th day of the month following the completion of the month in which you begin employment with IDT, subject to approval by our Board of Directors.
Annual Bonus:	You will be eligible for participation in our incentive compensation plan for FY09 (March 31, 2008-March 29, 2009). Your participation will be at an annual target of 60% of your base earnings. This fiscal year’s bonus will be pro-rated in accordance with the FY09 Incentive Compensation Plan for Exempt Employees, herewith enclosed.
Sign-On Bonus:	You will be eligible for a one-time $50,000 Sign-On Bonus, minus applicable State and Federal taxes. Payment of Sign-On Bonus requires signature on attached Sign-On Bonus Agreement
Benefits:	You will be eligible for our full range of employee benefits including medical, dental, vision, life, disability, and 401(k). You will also earn four (4) weeks of vacation per year. A summary of our benefit program is attached.

This offer is pending acceptable reference qualification and background verification.  In addition, IDT requires each candidate for employment to submit to a drug test which will be administered through an independent laboratory.  Your employment is contingent upon you successfully passing a pre-employment drug screen.

On your start date, you agree to execute IDT’s standard form of Employee Confidentiality and Invention Agreement, providing for protection of IDT’s proprietary information and trade secrets.

Employment with IDT is at the mutual consent of the employee and IDT.  Accordingly, you and IDT retain the right to terminate the employment relationship at will, at any time, with or without cause.  Please understand that no representative of IDT other than the Chief Executive Officer has the authority to make any contrary agreement or representation, and that such agreement made by the Chief Executive Officer must be in writing and signed by you and the Chief Executive Officer.

In order to comply with the Immigration Reform and Control Act of 1986, this offer is contingent upon you providing proof of eligibility to work in the United States.  Be prepared to supply the original documents containing this information on your start date.

This letter contains a complete statement of all the arrangements between you and IDT with respect to your employment by IDT, this letter supersedes all prior and existing negotiations and agreements between us concerning your employment, and can only be changed or modified pursuant to a written instrument duly executed by each of the parties hereto.

Because of the responsibilities associated with this position, it is essential that our office receive your decision by September 16, 2008.  At that time we will discuss your availability date and reporting procedures.  Your target start date is Monday, October 20, 2008.

Should you wish to discuss this offer or inform us of your decision regarding this offer, please call me at (408) 284-8401.I am confident that you can expect a challenging and rewarding career as a member of our company.  We look forward to your acceptance of our offer.

Sincerely,

/s/ Theodore L. Tewksbury IIITheodore L. Tewksbury IIIPresident and Chief Executive Officer

/s/ Richard D. Crowley, Jr.Candidate Signature of Acceptance

September 15, 2008Date

2

Attachments:Benefits SummaryChange of Control AgreementIndemnification AgreementEmployee Confidentiality and Invention Agreement

3

EX-99.1

Exhibit 99.1

IDT Names Richard D. Crowley, Jr. as Chief Financial Officer

SAN JOSE, Calif.--(BUSINESS WIRE)--IDT^® (Integrated Device Technology, Inc.) (NASDAQ: IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced that Richard D. Crowley, Jr. has been named vice president and chief financial officer, effective October 20, 2008. Mr. Crowley brings to IDT more than 25 years of experience in finance and operations within the high technology industry.

Prior to joining IDT, Mr. Crowley spent nine years with Micrel Semiconductor as their vice president, finance and chief financial officer. From December 1998 until he joined Micrel, Mr. Crowley was employed by Vantis Corporation as its vice president, chief financial officer. From 1980 to 1998, Mr. Crowley was employed by National Semiconductor Corporation, where his last position was vice president, corporate controller.

“Rick has extensive financial management experience in the semiconductor industry as well as an impressive record of improving operations within the companies he has served,” said Ted Tewksbury, IDT president and chief executive officer. “I am confident that his past experience and proven leadership will help him contribute to our efforts to continue to grow revenue and build a solid portfolio of mixed signal semiconductor solutions. We are very pleased to welcome Rick to the IDT team.”

“I’d also like to thank Brian White, our vice president of finance, for his excellent service as interim chief financial officer,” continued Dr. Tewksbury.

“I’m excited to join IDT and look forward to working with the management team to increase revenue growth and continue to build on the excellent results the company has already achieved,” said Richard Crowley. “I’m very impressed with Ted’s solution and application-focused strategy for the company and in its leading portfolio of mixed signal semiconductor solutions, strong customer focus, reputation for superior quality and prospects for the future.”

Crowley holds a Bachelor of Business Administration from the University of Notre Dame and a Masters in Management in Accounting and Finance from Northwestern University.

About IDT

With the goal of continuously improving the digital media experience, IDT integrates its fundamental semiconductor heritage with essential innovation, developing and delivering low-power, mixed-signal solutions that solve customer problems. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Market^® under the symbol “IDTI”. Additional information about IDT is accessible at www.IDT.com.

Forward Looking Statements

Investors are cautioned that forward-looking statements in this release involve a number of risks and uncertainties that could cause actual results to differ materially from current expectations. Risks include, but are not limited to, global business and economic conditions, fluctuations in product demand, manufacturing capacity and costs, inventory management, competition, pricing, patent and other intellectual property rights of third parties, timely development and supply of new products and manufacturing processes, dependence on one or more customers for a significant portion of sales, successful integration of acquired businesses and technology, availability of capital, cash flow and other risk factors detailed in the Company’s Securities and Exchange Commission filings. The Company urges investors to review in detail the risks and uncertainties in the Company’s Securities and Exchange Commission filings, including but not limited to the Annual Report on Form 10-K for the fiscal year ended March 30, 2008 and Quarterly Report on Form 10-Q for the period ended June 29, 2008.

IDT and the IDT logo are trademarks of Integrated Device Technology, Inc. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.

CONTACT:
IDT Investor Relations
Mike Knapp, 408-284-6515 (Financial)
mike.knapp@idt.com
or
IDT Worldwide Marketing
Chad Taggard, 408-284-8200 (Press)
chad.taggard@idt.com