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 16, 2005

Date of Report (Date of earliest event reported)

Integrated Device Technology, Inc.

(Exact name of registrant as specified in 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 1.01. Entry into a Material Definitive Agreement.

Employment Agreement

On June 15, 2005, Hock E. Tan entered into an employment agreement with Integrated Device Technology, Inc., a Delaware corporation (“IDT”) to act as chairman of the IDT board of directors (the “Employment Agreement”), which agreement became effective on September 16, 2005 following the completion of the Merger described in Item 2.01 below.

Mr. Tan will serve as chairman of the IDT board of directors for the two-year term of the Employment Agreement. Mr. Tan will also serve as an executive officer of IDT. During the first year of Mr. Tan’s employment, his primary responsibility will be to manage the transition and integration of the business and operations of Integrated Circuit Systems, Inc., a Pennsylvania corporation (“ICS”) with the business and operations of IDT.

Mr. Tan’s base salary pursuant to the Employment Agreement is $325,000 per year. In addition, Mr. Tan is eligible to earn an annual bonus with a target of 75% of his base salary based upon his achievement of certain individual, unit and corporation-wide performance targets pursuant to IDT’s Incentive Compensation Plan. Mr. Tan will also receive an option to purchase 200,000 shares of IDT common stock, in addition to the two replacement grants of options to purchase IDT common stock which will be granted in replacement of the options to purchase ICS common stock that Mr. Tan held prior to the completion of the Merger, as described in Item 2.01 below. 50% of Mr. Tan’s option to purchase 200,000 shares of IDT common stock will vest, contingent on Mr. Tan’s continued service with IDT, on the first anniversary of the commencement of Mr. Tan’s employment with IDT, and the remaining 50% of Mr. Tan’s option to purchase 200,000 shares of IDT common stock will vest, contingent on Mr. Tan’s continued service with IDT, on the second anniversary of the commencement of Mr. Tan’s employment with IDT.

Mr. Tan’s employment may be terminated without Cause by IDT, provided such termination is approved by no less than 75% of the members of the Board or by Mr. Tan for Good Reason (as such capitalized terms are defined in the Employment Agreement). In the event of such a termination without Cause, or resignation for good reason, IDT is required, upon Mr. Tan’s signing and not revoking a release of all claims against IDT, to make severance payments to Mr. Tan in the amount of 100% of his base salary, continue to pay health benefit premiums for Mr. Tan and his family for a maximum of twelve months and provide twelve months of accelerated vesting of his outstanding stock options.

The above summary is qualified in its entirety by the Employment Agreement, which is filed as Exhibit 10.3 to IDT’s Registration Statement on Form S-4 (Registration No. 333-126831) filed on July 22, 2005, and is incorporated herein by reference.

Outside Director Compensation For Directors Appointed September 16, 2005

During fiscal year 2006, members of the IDT board of directors who are not also officers or employees of IDT will be paid an annual retainer in the amount of $25,000 per fiscal year, $2,500 per quarterly board meeting attended and $1,000 per additional board meeting attended (excluding telephone meetings). Audit Committee members will receive $1,000 per committee meeting attended (excluding telephone meetings), the Chair of the Audit Committee will receive an annual retainer of $5,000 per fiscal year and other Audit Committee members will receive an annual retainer of $2,500 per fiscal year. Other committee members will receive $500 per committee meeting attended (excluding telephone meetings) if not conducted on the same day as a board meeting. As described in Item 5.03 below, on September 16, 2005, Lewis C. Eggebrecht, John Howard, Hock E. Tan and Nam P. Suh, Ph.D. were appointed to fill vacancies on the IDT board of directors. Messrs. Eggebrecht and Howard and Dr. Suh will receive the appropriate compensation described above. Mr. Tan has been appointed as an executive officer of IDT and, thus, is not eligible to receive the compensation described above, but is eligible to receive the compensation set forth in his Employment Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 16, 2005, IDT completed its merger (the “Merger”) with ICS, pursuant to that certain Agreement and Plan of Merger, dated June 15, 2005 (the “Merger Agreement”), among IDT, Colonial Merger Sub I, Inc., a Pennsylvania corporation and wholly-owned subsidiary of IDT (“Merger Sub”), and ICS. In connection with the completion of the Merger, ICS merged with and into Merger Sub with Merger Sub surviving the Merger as a wholly-owned subsidiary of IDT.

In connection with the Merger, each former ICS shareholder will receive 1.3 shares of IDT common stock and $7.25 in cash (the “Merger Consideration”). In addition, in connection with the Merger, each outstanding option to purchase ICS common stock granted under the ICS 1999 Stock Option Plan, the ICS 2000 Long-Term Equity Incentive Plan and the ICS 2002 Employees’ Equity Incentive Plan (collectively, the “Plans”) was cancelled. Former holders of outstanding options to purchase ICS common stock granted under the Plans, whether or not vested or exercisable and with an exercise price per share less than $21.62, will receive cash equal to the excess of $21.62 over the exercise price of such options.

Promptly following the consummation of the Merger, IDT will also make two replacement grants of options to purchase IDT common stock to each former holder of options to purchase ICS common stock who continues to be employed by IDT or any of its

subsidiaries following the completion of the Merger. The first replacement grant of options will be granted under IDT’s 2004 Equity Plan (the “2004 Plan”) for the same number of shares of IDT common stock, will be vested to the same extent and vest according to the same vesting schedule as such former ICS option holder’s replaced options to purchase ICS common stock and will have a term equal to that provided in IDT’s standard form of stock option agreement under the 2004 Plan (the “2004 Plan Option Agreement”), which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The second replacement grant of options will be granted under the 2004 Plan for a number of shares of IDT common stock determined by multiplying (a) the number of shares subject to the first replacement grant of IDT stock options by (b) the quotient of (i) $21.62 and (ii) $11.05, and subtracting (c) the number of shares subject to the first replacement grant of options to purchase IDT common stock. The second replacement grant of IDT stock options will vest according to the same vesting schedule and have a term equal to that provided in IDT’s 2004 Plan Option Agreement. The exercise price for both replacement option grants will be equal to the fair market value of IDT common stock on the date of grant.

The Merger Consideration for ICS shareholders was determined through arms-length negotiation between IDT and ICS. Prior to the execution of the Merger Agreement, neither IDT nor any of its affiliates, nor any director or officer of IDT or any associate of any such director or officer, had any material relationship with ICS.

ICS designs, develops, and markets silicon timing devices for communications, networking, computing and digital multimedia applications.

IDT currently intends to continue to use the tangible assets of ICS substantially in the same manner in which they were used by ICS immediately prior to the Merger.

The summary of the Merger Agreement and the Merger contained in this Current Report does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to IDT’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 20, 2005, and is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Directors; Resignation of Directors

In connection with the completion of the Merger, on September 16, 2005 the size of the IDT board of directors was increased to nine members and Dave Roberson resigned his position as a member of the IDT board of directors, effective upon completion of the Merger. In addition, on September 16, 2005, in order to satisfy certain requirements of the Merger Agreement, the IDT board of directors appointed John Schofield a Class II director of IDT with a term expiring in 2007. Prior to such appointment, Mr. Schofield served as a Class III director of IDT with a term expiring in 2008. On September 16, 2005, pursuant to the Merger Agreement, the IDT board of directors appointed Lewis C. Eggebrecht, John Howard, Hock E. Tan and Nam P. Suh, Ph.D. to fill the vacancies on the IDT board of directors, effective upon completion of the Merger. Each of Messrs Eggebrecht, Howard and Tan and Dr. Suh are former directors of ICS.

On September 16, 2005, pursuant to the Merger Agreement and effective as of the completion of the Merger, Mr. Howard and Dr. Suh were appointed as Class I directors of IDT with terms expiring in 2006, Mr. Eggebrecht was appointed as a Class III director of IDT with a term expiring in 2008, and Mr. Tan was appointed as a Class II director and chairman of the IDT board of directors with a term expiring in 2007.

In connection with the completion of the Merger, the following board committee appointments were also made on September 16, 2005: Dr. Suh was named to the Audit Committee and the Compensation Committee and Mr. Howard was named to the Nominating Committee and the Governance Committee.

Certain Relationships and Related Transactions

Pursuant to the Merger Agreement, Messrs. Eggebrecht, Howard and Tan and Dr. Suh will each receive (a) Merger Consideration upon exchange of any shares of ICS common stock such directors hold, (b) replacement options for any options to purchase ICS common stock such directors held prior to the completion of the Merger and (c) the excess amount, if any, of $21.62 over the exercise price of any options to purchase ICS common stock such directors hold, whether or not such options are vested or exercisable, which is referred to herein as the “spread value” of such options. Mr. Eggebrecht will beneficially receive an aggregate of $751,980.49 and 134,837 shares of IDT common stock as Merger Consideration, 62,609 options to purchase IDT common stock in replacement of cancelled options to purchase ICS common stock and will not receive any spread value in connection with cancelled options to purchase ICS common stock. Mr. Howard will beneficially receive an aggregate of $546,660.49 and 98,021 shares of IDT common stock as Merger Consideration, 31,305 options to purchase IDT common stock in replacement of cancelled options to purchase ICS common stock and will not receive any spread value in connection with cancelled options to purchase ICS common stock. Dr. Suh will beneficially receive 46,957 options to purchase IDT common stock in replacement of cancelled options to purchase ICS common stock, but will not receive any cash or shares of IDT common stock as Merger Consideration and will not receive any spread value in connection with cancelled options to purchase ICS common stock. Mr. Tan will beneficially receive 1,094,123 options to purchase IDT common stock in replacement of cancelled options to purchase ICS common stock and $2,308,004.47 representing the spread value of cancelled options to purchase ICS common stock, but will not receive any cash or shares of IDT common stock as Merger Consideration.

In addition, IDT has entered into its standard form of indemnification agreement with each of Messrs. Eggebrecht, Howard and Tan and Dr. Suh, which agreements provide, among other things, that IDT will indemnify such directors, under the circumstances and to the extent provided for therein, for expenses, judgments, fines and settlements such directors may be required to pay in actions or proceedings which they are or may be made a party by reason of their position as a director of IDT, and otherwise to the full extent permitted under Delaware law and the amended and restated bylaws of IDT. The above summary is qualified in its entirety by IDT’s form of indemnification agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K, and is incorporated herein by reference.

In addition, the total number of shares of IDT common stock outstanding has increased following the Merger and it is anticipated that an increase of the trading volume of IDT common stock may occur following the Merger, which may facilitate the sale of an increased number of shares of IDT common stock by existing IDT directors, as well as Messrs. Eggebrecht, Howard and Tan and Dr. Suh in the future.

In addition, each of Messrs. Eggebrecht, Howard and Tan and Dr. Suh will be eligible to receive the compensation described in Item 1.01 above, which amounts will be in addition to any entitlements described in Item 2.01 above.

Pursuant to the Merger Agreement, IDT has also agreed to cause to be maintained for a period of six years after the Merger charter and bylaw provisions with respect to indemnification and advancement of expenses that are at least as favorable to the intended beneficiaries, including all past ICS directors and officers, as those contained in the charter and bylaws of ICS in effect on the date the Merger Agreement was signed. For six years following the effective time of the merger, IDT will maintain for the benefit of those individuals who were directors and officers of ICS prior to the effective time of the Merger an insurance policy that provides coverage for acts or omissions occurring prior to the effective time of the Merger, covering those persons who are covered by ICS’s directors’ and officers’ liability insurance policy immediately prior to the effective time of the Merger, on terms no less favorable to such persons than the terms of such current insurance coverage. Each of Messrs. Eggebrecht, Howard and Tan and Dr. Suh will benefit from the above provisions set forth in the Merger Agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the completion of the Merger, the bylaws of IDT were amended and restated effective as of September 16, 2005. IDT’s bylaws were amended and restated to provide that: (a) until 2007, the board of directors will include at least five directors designated by IDT and at least four directors designated by ICS, until 2008, the board of directors will include at least four directors designated by IDT and at least three directors designated by ICS, until 2009 the board of directors will include at least three directors designated by IDT and at least two directors designated by ICS and until 2010, the board of directors will include at least two directors designated by IDT; (b) the IDT board of directors will consist of nine members; (c) the chairman of the IDT board of directors as of the effective time of the Merger will be Hock E. Tan, the former President and Chief Executive Officer of ICS; (d) if any of the directors designated by IDT or ICS pursuant to the Merger Agreement ceases to serve as a director of IDT during the period noted in subpart (a) when a specified number of IDT-designated or ICS-designated directors is to serve, thereby resulting in that specified number of directors no longer serving, the remaining IDT-designated directors or ICS-designated directors, as appropriate, shall select a replacement director to fill such vacancy; (e) during all times when ICS is entitled to designate directors to sit on the board of directors of IDT, at least one ICS designated director will serve on each committee of the board of directors of IDT, provided that the IDT board of directors determines that such ICS designated director is “independent” under applicable rules and regulations of the SEC and the Nasdaq National Market; and (f) during all times when IDT or ICS is entitled to designate directors to sit on the board of directors of IDT, any increase in the size of the board of directors will require the consent of at least a majority of those IDT designated directors or ICS designated directors, as applicable, currently serving on the IDT board of directors.

The summary of changes to IDT’s bylaws set forth above is qualified in its entirety by reference to the full text of the amended and restated bylaws of IDT, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

All required financial statements with respect to ICS will be filed by amendment pursuant to Item 9.01(a)(4) within 71 calendar days after the date on which this report is required to be filed.

(b) Pro Forma Financial Information

All required pro forma financial information with respect to ICS will be filed by amendment pursuant to Item 9.01(b)(2) within 71 calendar days after the date on which this report is required to be filed.

The following exhibits are filed herewith.

(c) Exhibits

2.1	Agreement and Plan of Merger, dated June 15, 2005, by and among Integrated Device Technology, Inc., a Delaware corporation (“IDT”), Colonial Merger Sub I, Inc., a Pennsylvania corporation and wholly-owned subsidiary of IDT and Integrated Circuit Systems, Inc., a Pennsylvania corporation, filed as Exhibit 2.1 to IDT’s Current Report on Form 8-K filed on June 20, 2005 and incorporated herein by reference.
3.1	Amended and Restated Bylaws of Integrated Device Technology, dated September 16, 2005.
10.1	Employment Agreement, dated June 15, 2005, by and between Integrated Device Technology, Inc. and Hock E. Tan, filed as Exhibit 10.3 to IDT’s Registration Statement on Form S-4 (Registration No. 333-126831) filed on July 22, 2005 and incorporated herein by reference.
10.2	Form of Integrated Device Technology, Inc. Grant Summary and Stock Option Agreement under the 2004 Equity Plan.
10.3	Form of Indemnification Agreement.

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.

INTEGRATED DEVICE TECHNOLOGY, INC.
By:	/S/    CLYDE R. HOSEIN
	Clyde R. Hosein
	Vice President and Chief Financial Officer
	(duly authorized officer)

Date: September 21, 2005

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Bylaws of Integrated Device Technology, dated September 16, 2005.
10.2	Form of Integrated Device Technology, Inc. Grant Summary and Stock Option Agreement under the 2004 Equity Plan.
10.3	Form of Indemnification Agreement.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

OF

INTEGRATED DEVICE TECHNOLOGY, INC.

(a Delaware corporation)

Effective as of September 16, 2005

CONTENTS

		Page
ARTICLE I STOCKHOLDERS		1
Section 1.1	Annual Meetings	1
Section 1.2	Special Meetings	1
Section 1.3	Notice of Meetings	1
Section 1.4	Adjournments	2
Section 1.5	Quorum	2
Section 1.6	Organization	2
Section 1.7	Voting; Proxies	2
Section 1.8	Action at Meeting	3
Section 1.9	Fixing Date for Determination of Stockholders of Record	3
Section 1.10	List of Stockholders Entitled to Vote	4
Section 1.11	Inspectors of Elections	4
Section 1.12	Notice of Stockholder Business; Nominations	5
Section 1.13	Action by Written Consent of Stockholders	7
ARTICLE II BOARD OF DIRECTORS		8
Section 2.1	Number; Qualifications	8
Section 2.2	Election; Resignation; Removal; Vacancies	8
Section 2.3	Designated Director Period	9
Section 2.4	Regular Meetings	11
Section 2.5	Special Meetings	11
Section 2.6	Telephonic Meetings Permitted	11
Section 2.7	Quorum; Vote Required for Action	11
Section 2.8	Organization	11
Section 2.9	Written Action by Directors	11
Section 2.10	Powers	11
Section 2.11	Compensation of Directors	12
ARTICLE III COMMITTEES		12
Section 3.1	Committees	12
Section 3.2	Committee Rules	12
ARTICLE IV OFFICERS		12
Section 4.1	Generally	12
Section 4.2	Chief Executive Officer	13
Section 4.3	Chairman of the Board	13
Section 4.4	President	13
Section 4.5	Vice President	14
Section 4.6	Chief Financial Officer	14
Section 4.7	Treasurer	14
Section 4.8	Secretary	14
Section 4.9	Delegation of Authority	14
Section 4.10	Removal	14

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ARTICLE V STOCK		14
Section 5.1	Certificates	14
Section 5.2	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates	15
Section 5.3	Other Regulations	15
ARTICLE VI INDEMNIFICATION		15
Section 6.1	Indemnification of Officers and Directors	15
Section 6.2	Advance of Expenses	15
Section 6.3	Non-Exclusivity of Rights	16
Section 6.4	Indemnification Contracts	16
Section 6.5	Effect of Amendment	16
ARTICLE VII NOTICES		16
Section 7.1	Notice	16
Section 7.2	Waiver of Notice	16
ARTICLE VIII INTERESTED DIRECTORS		17
Section 8.1	Interested Directors; Quorum	17
ARTICLE IX MISCELLANEOUS		17
Section 9.1	Fiscal Year	17
Section 9.2	Seal	17
Section 9.3	Form of Records	17
Section 9.4	Reliance Upon Books and Records	18
Section 9.5	Certificate of Incorporation Governs	18
Section 9.6	Severability	18
ARTICLE X AMENDMENT		18
Section 10.1	Amendments	18

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AMENDED AND RESTATED BYLAWS

OF

INTEGRATED DEVICE TECHNOLOGY, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as the Board of Directors shall each year fix. Any other proper business may be transacted at the annual meeting.

Section 1.2 Special Meetings. Special meetings of the stockholders, for any purpose or purposes described in the notice of the meeting, may be called only by (i) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), (ii) the Chairman of the Board, (iii) the Chief Executive Officer or (iv) the President. Special meetings may not be called by any other person or persons. If a special meeting of stockholders is called by any person or persons other than by a majority of the members of the Board of Directors, then such person or persons shall call such meeting by delivering a written request to call such meeting to each member of the Board of Directors, and the Board of Directors shall then determine the time, date and place of such special meeting, which shall be held not more than one hundred twenty (120) nor less than thirty-five (35) days after the written request to call such special meeting was delivered to each member of the Board of Directors. Business transacted at special meetings shall be confined to the purpose or purposes stated in the Corporation’s notice of such meeting.

Section 1.3 Notice of Meetings. Written notice of all meetings of stockholders shall be given stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation of the Corporation as currently in effect (the “Certificate of Incorporation”), such notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, by leaving such notice with him or her or at his or her residence or usual place of business, or by depositing it postage prepaid in the United States mail, directed to each stockholder at his or her address as it appears on the records of the corporation. An affidavit of the Secretary, Assistant Secretary, or transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. No notice need be given to any person with whom communication is unlawful or to any person who has waived such notice either (a) in writing (which writing need not specify the business to be transacted at, or the purpose of, the meeting) signed by such person before or after the time of the meeting or (b) by attending the meeting except for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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Section 1.4 Adjournments. Any meeting of stockholders may adjourn from time to time to reconvene at the same or another place, and notice need not be given of any such adjourned meeting if the time, date and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.5 Quorum. At each meeting of stockholders the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except if otherwise required by the Certificate of Incorporation or applicable law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes then outstanding and entitled to vote present in person or by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity.

Section 1.6 Organization. Meetings of stockholders shall be presided over by such person as the Board of Directors may designate, or, in the absence of such a person, the Chairman of the Board, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairman of the meeting and, subject to Section 1.11 hereof, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7 Voting; Proxies. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, and subject to the provisions of Section 1.8 of these Bylaws, each stockholder shall be entitled to one (1) vote for each share of stock held by such stockholder of record according to the records of the corporation. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote unless the pledgor in a transfer on the books of the corporation has expressly empowered the pledgee to vote the pledged shares, in which case only the pledgee or his or her proxy shall be entitled to vote. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Voting at meetings of stockholders need not be by written ballot unless such is demanded at the meeting before voting begins by a stockholder or stockholders holding shares representing at least one percent (1%) of

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the votes entitled to vote at such meeting, or by such stockholder’s or stockholders’ proxy; provided, however, that an election of directors shall be by written ballot if demand is so made by any stockholder at the meeting before voting begins. If a vote is to be taken by written ballot, then each such ballot shall state the name of the stockholder or proxy voting and such other information as the chairman of the meeting deems appropriate.

Section 1.8 Action at Meeting.

(a) Generally. When a quorum is present at any meeting, action of the stockholders on any matter properly brought before such meeting, other than the election of directors, shall require, and may be effected by, the affirmative vote of the holders of a majority in interest of the stock present or represented by proxy and entitled to vote on the subject matter, except where a different vote is expressly required by law, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern and control. The election of directors shall be determined by a plurality of the votes cast. If the Certificate of Incorporation so provides, no ballot shall be required for the election of directors unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

(b) Cumulative Voting. At a meeting of stockholders at which directors are to be elected, each stockholder shall be entitled to cumulate votes for a candidate if the candidate’s name has been properly placed in nomination in accordance with these Bylaws and the stockholder requesting cumulative voting has given notice prior to the commencement of the voting of the stockholder’s intention to cumulate votes. If cumulative voting is properly requested, each holder of stock, or of any class or classes or of a series or series thereof, who elects to cumulate votes shall be entitled to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) such stockholder would be entitled to cast for the election of directors with respect to such stockholder’s shares of stock multiplied by the number of directors to be elected, and such stockholder may cast all of such votes for a single candidate or may distribute them among the number to be elected, or for any two or more of them as such stockholder may see fit.

Section 1.9 Fixing Date for Determination of Stockholders of Record.

(a) Generally. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board of Directors, then the record date shall be as provided by applicable law. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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(b) Stockholder Request for Action by Written Consent. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date for such consent. Such request shall include a brief description of the action proposed to be taken. The Board of Directors shall, within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors within ten (10) days after the date on which such a request is received, then the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, to its principal place of business, or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, then the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

Section 1.10 List of Stockholders Entitled to Vote. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting.

Section 1.11 Inspectors of Elections.

(a) Applicability. Unless otherwise provided in the Corporation’s Certificate of Incorporation or required by the Delaware General Corporation Law, the following provisions of this Section 1.11 shall apply only if and when the Corporation has a class of voting stock that is: (i) listed on a national securities exchange; (ii) authorized for quotation on an interdealer quotation system of a registered national securities association; or (iii) held of record by more than 2,000 stockholders; in all other cases, observance of the provisions of this Section 1.11 shall be optional, and at the discretion of the Corporation.

(b) Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.

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(c) Inspector’s Oath. Each inspector of election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

(d) Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (i) ascertain the number of shares outstanding and the voting power of each share, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(e) Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the inspectors at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

(f) Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies in accordance with Section 212(c)(2) of the Delaware General Corporation Law, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.11 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 1.12 Notice of Stockholder Business; Nominations.

(a) Annual Meeting of Stockholders.

(i) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders shall be made at an annual meeting of stockholders (A) pursuant to the Corporation’s notice of such meeting, (B) by or at the direction of the Board of Directors or (C) by any stockholder of the corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 1.12, who is entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 1.12.

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(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of subparagraph (a)(i) of this Section 1.12, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, and (2) the class and number of shares of the corporation that are owned beneficially and held of record by such stockholder and such beneficial owner.

(iii) Notwithstanding anything in the second sentence of subparagraph (a)(ii) of this Section 1.12 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased board of directors at least seventy (70) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or sixty (60) days after such anniversary date, at least seventy (70) days prior to such annual meeting), a stockholder’s notice required by this Section 1.12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the corporation at the principal executive office of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to

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the Corporation’s notice of such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by subparagraph (a)(ii) of this Section 1.12 shall be delivered to the Secretary of the corporation at the principal executive offices of the corporation not earlier than the ninetieth (90th) day prior to such special meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(c) General.

(i) Only such persons who are nominated in accordance with the procedures set forth in this Section 1.12 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.12. Except as otherwise provided by law or these bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.12 and, if any proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded.

(ii) For purposes of this Section 1.12, the term “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 1.12 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 1.13 Action by Written Consent of Stockholders.

(a) Procedure. Unless otherwise provided by the Certificate of Incorporation, and except as set forth in Section 1.9(b) above, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken,

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shall be signed by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, to its principal place of business or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided above, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the Corporation in the manner provided above.

(b) Notice of Consent. Prompt notice of the taking of corporate action by stockholders without a meeting by less than unanimous written consent of the stockholders shall be given to those stockholders who have not consented thereto in writing and, in the case of a Certificate Action (as defined below), if the Delaware General Corporation Law so requires, such notice shall be given prior to filing of the certificate in question. If the action which is consented to requires the filing of a certificate under the Delaware General Corporation Law (a “Certificate Action”), then if the Delaware General Corporation Law so requires, the certificate so filed shall state that written stockholder consent has been given in accordance with Section 228 of the Delaware General Corporation Law and that written notice of the taking of corporate action by stockholders without a meeting as described herein has been given as provided in such section.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Number; Qualifications. The Board of Directors shall consist of one or more members. The initial number of directors shall be nine (9), and thereafter shall be fixed from time to time by resolution of the Board of Directors; provided, however that, if applicable, the Board of Directors shall comply with the provisions set forth in Section 2.3. No decrease in the authorized number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2 Election; Resignation; Removal; Vacancies. The term of office of directors shall be as provided in Section 7.1 of the Certificate of Incorporation. Subject to the provisions of the Certificate of Incorporation, each director shall serve until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. In the case of any increase in the number of directors, such additional director(s) shall be elected as provided in Section 7.1 of the Certificate of Incorporation; provided, however that, if applicable, the Board of Directors shall also comply with the provisions set forth in Section 2.3. Directors so chosen or elected shall hold office for the remaining term of the directorship to which appointed. The removal of directors and the filling of vacancies created on the Board of Directors shall be as provided in the Certificate of Incorporation.

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Section 2.3 Designated Director Period. Notwithstanding Section 2.1 and 2.2 hereof, during the Corporation Designated Director Period (as defined below) and the ICS Designated Director Period (as defined below), the following provisions related to the Board of Directors shall apply; provided, however that such provisions shall be of no further force and effect, and references in these Bylaws to Section 2.3 shall be of no further force and effect, following the completion of the Corporation Designated Director Period (as defined below) and the ICS Designated Director Period (as defined below):

(a) (i) for a period beginning at the Effective Time, as such term is defined in that certain Agreement and Plan of Merger by and among the Corporation, Colonial Merger Sub I, Inc. and Integrated Circuit Systems, Inc. (“ICS”), dated as of June 15, 2005 (the “Merger Agreement”), and ending immediately following the annual meeting of the Corporation’s stockholders held with respect to the fiscal year ending in the year 2007, the Board of Directors shall include at least five (5) directors designated by the Corporation in accordance with Section 1.6(a) of the Merger Agreement (the “Corporation Designated Directors”), (ii) for a period beginning at the Effective Time and ending immediately following the annual meeting of the Corporation’s stockholders held with respect to the fiscal year ending in the year 2008, the Board of Directors shall include at least four (4) Corporation Designated Directors, (iii) for a period beginning at the Effective Time and ending immediately following the annual meeting of the Corporation’s stockholders held with respect to the fiscal year ending in the year 2009, the Board of Directors shall include at least three (3) Corporation Designated Directors, (iv) for a period beginning at the Effective Time and ending immediately following the annual meeting of the Corporation’s stockholders held with respect to the fiscal year ending in the year 2010, the Board of Directors shall include at least two (2) Corporation Designated Directors (the periods referred to in clauses (i) through (iv) collectively, the “Corporation Designated Director Period”);

(b) (i) for a period beginning at the Effective Time and ending immediately following the annual meeting of the Corporation’s stockholders held with respect to the fiscal year ending in the year 2007, the Board of Directors shall include at least four (4) directors designated by ICS in accordance with Section 1.6(a) of the Merger Agreement (the “ICS Designated Directors”), (ii) for a period beginning at the Effective Time and ending immediately following the annual meeting of the Corporation’s stockholders held with respect to the fiscal year ending in the year 2008, the Board of Directors shall include at least three (3) Company Designated Directors, (iii) for a period beginning at the Effective Time and ending immediately following the annual meeting of the Corporation’s stockholders held with respect to the fiscal year ending in the year 2009, the Board of Directors shall include at least two (2) Company Designated Directors, (the periods referred to in clauses (i) through (ii) collectively, the “Company Designated Director Period”);

(c) in the event that during the Corporation Designated Director Period, any Corporation Designated Director contemplated by Section 2.3(a) to serve as a director during such period ceases to serve as such for any reason, or upon the expiration of the term of office of a Corporation Designated Director such that the number of Corporation Designated Directors is less than the number contemplated by Section 2.3(a) to serve as a director during such period, the nominating committee of the Board of Directors shall nominate for appointment or election, as the case may be, the person designated by a majority of the Corporation Designated Directors to fill such directorship following consultation and discussion with the ICS Designated Directors as

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to such person’s qualifications for service as a director (a “Corporation Director Nominee”), which Corporation Director Nominee shall be (i) appointed by the Board of Directors in accordance with applicable provisions of the Corporation’s Bylaws and Certificate of Incorporation, or (ii) if such appointment is not permitted by the Bylaws and Certificate of Incorporation, slated for election by the Corporation’s stockholders at the next annual meeting of the Corporation’s stockholders, and such person so appointed or elected pursuant to this Section 2.3(c) shall upon such appointment or election be deemed a Corporation Designated Director to serve in the appropriate class of directors contemplated on Schedule 1.6 to the Merger Agreement;

(d) in the event that during the ICS Designated Director Period, any ICS Designated Director contemplated by Section 2.3(b) to serve as a director during such period ceases to serve as such for any reason, or upon the expiration of the term of office of a ICS Designated Director such that the number of ICS Designated Directors is less than the number contemplated by Section 2.3(b) to serve as a director during such period, the Corporation’s nominating committee of the board of directors shall nominate for appointment or election, as the case may be, the person designated by a majority of the ICS Designated Directors to fill such directorship following consultation and discussion with the Corporation Designated Directors as to such person’s qualifications for service as a director (a “ICS Director Nominee”), which ICS Director Nominee shall be (i) appointed by the Board of Directors in accordance with applicable provisions of the Corporation’s Bylaws and Certificate of Incorporation, or (B) if such appointment is not permitted by the Bylaws and Certificate of Incorporation, slated for election by the Corporation’s stockholders at the next annual meeting of the Corporation’s stockholders, and such person so appointed or elected pursuant to this Section 2.3(d) shall upon such appointment or election be deemed a ICS Designated Director to serve in the appropriate class of directors contemplated on Schedule 1.6 to the Merger Agreement;

(e) Hock Tan shall serve as the Chairman of the board of directors of the Corporation until the second anniversary of the Effective Time, so long as he serves as a member of the Board of Directors;

(f) during the ICS Designated Director Period, the Board of Directors and the nominating committee thereof shall maintain and, as applicable, appoint at least one (1) ICS Designated Director to serve on each committee of the Board of Directors; provided, however, that such ICS Designated Director may only serve on such committee if the Board of Directors determines, based at least in part on advice of outside legal counsel, that such director is “independent” under applicable rules and regulations of Nasdaq and the Securities and Exchange Commission (an “Independent Director”);

(g) during the Corporation Designated Director Period and/or the ICS Designated Director Period, the Corporation shall have no more than two (2) Corporation Designated Directors who are not Independent Directors; during the ICS Designated Director Period, the Corporation shall have no more than two (2) ICS Designated Directors who are not Independent Directors; and

(h) during the ICS Designated Director Period, any increase or decrease the size of the board of directors of the Corporation or amendment to the other provisions in this

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Section 2.3 shall require the affirmative vote, at a duly convened meeting of the Board of Directors, of at least a majority of each of (i) the ICS Designated Directors and (ii) the Corporation Designated Directors.

Section 2.4 Regular Meetings. Regular meetings of the Board of Directors may be held at such places, within or without the State of Delaware, and at such times as the Board of Directors may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board of Directors.

Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the members of the Board of Directors then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally or in writing, by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile or similar communication method. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.6 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or similar communications equipment shall constitute presence in person at such meeting.

Section 2.7 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the total number of authorized directors shall constitute a quorum for the transaction of business. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.8 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his or her absence by the President, or in his or her absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.9 Written Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, respectively.

Section 2.10 Powers. The Board of Directors may, except as otherwise required by law or the Certificate of Incorporation, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

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Section 2.11 Compensation of Directors. Directors, as such, may receive, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board of Directors.

ARTICLE III

COMMITTEES

Section 3.1 Committees. Subject to Section 2.3, the Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in subsection (a) of Section 151 of the Delaware General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation, or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Sections 251 or 252 of the Delaware General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority to declare a dividend, authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to section 253 of the Delaware General Corporation Law.

Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV

OFFICERS

Section 4.1 Generally. The officers of the Corporation shall consist of a Chief Executive Officer and/or a President, one or more Vice Presidents, a Secretary, a Treasurer and

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such other officers, including a Chairman of the Board of Directors and/or Chief Financial Officer, as may from time to time be appointed by the Board of Directors. All officers shall be elected by the Board of Directors; provided, however, that the Board of Directors may empower the Chief Executive Officer of the Corporation to appoint officers other than the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board of Directors.

Section 4.2 Chief Executive Officer. Subject to the control of the Board of Directors and such supervisory powers, if any, as may be given by the Board of Directors, the powers and duties of the Chief Executive Officer of the Corporation are:

(a) To act as the general manager and, subject to the control of the Board of Directors, to have general supervision, direction and control of the business and affairs of the Corporation;

(b) To preside at all meetings of the stockholders;

(c) To call meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and

(d) To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation; and, subject to the direction of the Board of Directors, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors shall designate another officer to be the Chief Executive Officer. If there is no President, and the Board of Directors has not designated any other officer to be the Chief Executive Officer, then the Chairman of the Board shall be the Chief Executive Officer.

Section 4.3 Chairman of the Board. The Chairman of the Board shall have the power to preside at all meetings of the Board of Directors and shall have such other powers and duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe.

Section 4.4 President. The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors shall have designated another officer as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board of Directors to the Chairman of

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the Board, and/or to any other officer, the President shall have the responsibility for the general management the control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board of Directors.

Section 4.5 Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board of Directors or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.

Section 4.6 Chief Financial Officer. Subject to the direction of the Board of Directors and the President, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of chief financial officer.

Section 4.7 Treasurer. The Treasurer shall have custody of all monies and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board of Directors or the President may from time to time prescribe.

Section 4.8 Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board of Directors or the President may from time to time prescribe.

Section 4.9 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.10 Removal. Subject to Section 2.3, any officer of the Corporation shall serve at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V

STOCK

Section 5.1 Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile.

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Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 5.3 Other Regulations. The issue, transfer, conversion and registration of stock certificates shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or officer of the Corporation or a Reincorporated Predecessor (as defined below) or is or was serving at the request of the Corporation or a Reincorporated Predecessor (as defined below) as a director, officer or employee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. As used herein, the term “Reincorporated Predecessor” means a corporation that is merged with and into the Corporation in a statutory merger where (a) the Corporation is the surviving corporation of such merger; (b) the primary purpose of such merger is to change the corporate domicile of the Reincorporated Predecessor to Delaware.

Section 6.2 Advance of Expenses. The Corporation shall pay all expenses (including attorneys’ fees) incurred by such a director or officer in defending any such proceeding as they are incurred in advance of its final disposition; provided, however, that if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by such a director or officer in advance of the final disposition of such proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Article VI or otherwise; and provided, further, that the

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Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a proceeding, alleging that such person has breached his or her duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.

Section 6.3 Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI. The Board of Directors of the Corporation shall have the power to delegate to such officer or other person as the Board of Directors shall specify the determination of whether indemnification shall be given to any person pursuant to this Section 6.3.

Section 6.4 Indemnification Contracts. The Board of Directors is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights may be greater than those provided in this Article VI.

Section 6.5 Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VI shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification.

ARTICLE VII

NOTICES

Section 7.1 Notice. Except as otherwise specifically provided herein or required by law, all notices required to be given pursuant to these Bylaws shall be in writing and may in every instance be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid telegram, telex, overnight express courier, mailgram or facsimile. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given (i) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (ii) in the case of delivery by mail, upon deposit in the mail, (iii) in the case of delivery by overnight express courier, on the first business day after such notice is dispatched, and (iv) in the case of delivery via telegram, telex, mailgram, or facsimile, when dispatched.

Section 7.2 Waiver of Notice. Whenever notice is required to be given under any provision of these Bylaws, a written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance

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of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

ARTICLE VIII

INTERESTED DIRECTORS

Section 8.1 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 9.2 Seal. The Board of Directors may provide for a corporate seal, which shall have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board of Directors.

Section 9.3 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, magnetic tape, diskettes, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

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Section 9.4 Reliance Upon Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 9.5 Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Corporation’s Certificate of Incorporation and Bylaws, the provisions of the Certificate of Incorporation shall govern.

Section 9.6 Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Corporation’s Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

ARTICLE X

AMENDMENT

Section 10.1 Amendments. Subject to Section 6.5 of these Bylaws, and except as provided in Section 2.1 and 2.3, stockholders of the Corporation holding at least a majority of the Corporation’s outstanding voting stock shall have the power to adopt, amend or repeal Bylaws. To the extent provided in the Certificate of Incorporation, except as otherwise provided in Section 2.3, the Board of Directors of the Corporation shall also have the power to adopt, amend or repeal Bylaws of the Corporation, except insofar as Bylaws adopted by the stockholders shall otherwise provide.

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EX-10.2

Exhibit 10.2

Grant Summary and Stock Option	INTEGRATED DEVICE TECHNOLOGY, INC.
Agreement	6024 SILVER CREEK VALLEY ROAD
	SAN JOSE CA 95138
OPTIONEE NAME	Option Number:
ADDRESS 1	Plan:                                2004
ADDRESS 2
ADDRESS 3
CITY, STATE, COUNTRY, ZIP CODE	ID:

Effective (DATE), you have been granted a(n) Non-Qualified Stock Option to buy (QUANTITY) shares of INTEGRATED DEVICE TECHNOLOGY, INC. (the Company) stock at ($PRICE) per share.

The total option price of the shares granted is ($DOLLARS).

Subject to the terms and conditions of the Company’s 2004 Equity Plan, options will vest and expire as follows:

    Shares     Vest Type Full Vest Expiration

“On Vest Date” type options vest 100% on the date shown under the column titled “Full Vest.”

“Monthly” type options vest in 12 equal monthly installments during the 12 months preceding the date shown under the column titled “Full Vest.”

You acknowledge that the vesting and exercisability of this Option hereof is earned only by your continuing consultancy or employment at the will of the Company and that nothing in this agreement nor in the 2004 Equity Plan confers upon you any right with respect to continuation of employment or consultancy by the Company or interferes in any way with the Company’s right to terminate your employment or consultancy at any time, with or without cause.

This Option is governed by, and you agree to be bound by, the 2004 Equity Plan and Exhibit A attached hereto. You acknowledge that the Company has informed you that you may obtain a copy of the 2004 Equity Plan upon request at no cost. You acknowledge that the exercisability of this Option is conditioned on your accepting the terms and conditions of this Option either via our online grant acceptance tool, as described in Exhibit A or by signing below.

INTEGRATED DEVICE TECHNOLOGY, INC.	Date
OPTIONEE NAME	Date

Grant Summary and Stock Option	INTEGRATED DEVICE TECHNOLOGY, INC.
Agreement	6024 SILVER CREEK VALLEY ROAD
	SAN JOSE CA 95138

EXHIBIT A

If the Participant set forth above is Terminated for any reason, except death, Disability, or Qualified Reduction in Force (as hereinafter defined) this Option to the extent (and only to the extent) that it would have been exercisable by Participant on the Termination Date, may be exercised by Participant no later than three (3) months after the Termination Date, but in any event no later than the Expiration Date set forth above. If Participant is Terminated because of a death or Disability of Participant (or the Participant dies within three (3) months of such Termination), this Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant’s legal representative) no later than (i) twelve (12) months after the Termination Date in the case of Disability or (ii) eighteen (18) months after the Termination Date in the case of death, but in any event no later than the Expiration Date. If Participant is Terminated because of a Qualified Reduction in Force, this Option, to the extent that it is exercisable by Participant on the Termination Date, may be exercised by Participant (or Participant’s legal representative) no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration Date. A Qualified Reduction in Force shall mean any layoff (a) so designated by the Chief Executive Officer and (b) involving (i) the closing of a business unit or (ii) the designation during a thirty-day period of five or more full-time employees of the Company to be Terminated involuntarily either during such period or later.

This Option may not be transferred in any manner other than by will or by the laws of descent and distribution and may be exercised during the lifetime of Participant only by Participant. The terms of this Option shall be binding upon the executors, administrators, successors and assigns of Participant.

Payment of the exercise price per share is due in full upon exercise of all or any part of this Option. You may elect, to the extent permitted by applicable statutes and regulations, to make payment of the exercise price under one of the following alternatives:

(a) Payment of the exercise price per share in cash (including check) at the time of exercise; or

(b) With the consent of the Committee, by surrender of Shares that either: (1) have been owned by you for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such Shares), or (2) were obtained by you in the public market, having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the Option or the exercised portion of the Option; or

(c) Through a “same day sale” commitment from you and a broker-dealer that is a member of the National Association of Securities Dealers (a “NASD Dealer”) whereby you irrevocably elect to exercise the Option or a portion of the Option and to sell a portion of the Shares so purchased in order to pay for the aggregate exercise price of the Option or the exercised portion of the Option, and whereby the NASD Dealer irrevocably commits on or prior to receipt of such Shares to forward the exercise price directly to the Company; or

(d) Through a “margin” commitment from you and a NASD Dealer whereby you irrevocably elect to exercise the Option or a portion of the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the aggregate exercise price of the Option or the exercised portion of the Option, and whereby the NASD Dealer irrevocably commits on or prior to receipt of such Shares to forward the exercise price directly to the Company; or

(e) With the consent of the Committee, by waiver of compensation due or accrued to you for services rendered; or

(f) With the consent of the Committee, payment by a combination of the methods of payment permitted by subparagraphs (a) through (e) above.

You may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of your death, shall thereafter be entitled to exercise this Option.

Grant Summary and Stock Option	INTEGRATED DEVICE TECHNOLOGY, INC.
Agreement	6024 SILVER CREEK VALLEY ROAD
	SAN JOSE CA 95138

EXHIBIT A (con’t)

You agree that notices may be given to you in writing either at your home address as shown above, or by electronic transmission (including e-mail or reference to a website or other URL) sent to you through the Company’s normal process for communicating electronically with its employees.

You will not be entitled to exercise this Option until you have either gone to your E*TRADE OptionsLink web page and acknowledged and agreed to the terms and conditions set forth herein or signed a hard copy of this Option agreement, which shall acknowledge your acceptance of the terms and conditions set forth herein.

By accepting this Option, you acknowledge that; (a) the 2004 Equity Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Option is a one-time benefit that does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options; (c) all determinations with respect to future grants, if any, including the grant date, the number of options granted, the exercise price and the exercise date or dates, will be at the sole discretion of the Company; (d) your participation in the 2004 Equity Plan is voluntary; (e) the value of the Option is an extraordinary item of compensation that is outside the scope of your employment contract, if any; (f) Options are not part of normal or expected compensation for purposes of calculating any severence, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) the vesting of the Option ceases upon Termination for any reason except as may otherwise be explicitly provided in this Agreement; (h) the future value of the Shares is unknown and cannot be predicted with certainty; and (i) if the Shares do not increase in value, the Option will have no value. In addition, you understand, acknowledge and agree that, as a condition of the award of the Option you will have no rights to compensation or damages in consequence of your Termination for any reason whatsoever and whether or not in breach of contract insofar as those rights arise or may arise from your ceasing to have rights under the 2004 Equity Plan or this Option.

As a condition of the grant of the Option, you consent to the collection, use and transfer of personal data as described in this paragragh. You understand that the Company and its Subsidiaries hold certain personal information about you, including your name, home address and telephone number, date of birth, social security or national identity number, salary, nationality, job title, any shares of common stock or directorships held in the Company details of all stock options or other entitlements to shares of common stock awarded, cancelled, exercised, vested or unvested (“Data”). You further understand that the Company and its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the 2004 Equity Plan, and that the Company and any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the 2004 Equity Plan. You understand that these recipients may be located in the European Economic Area or elsewhere, such as the United States. You authorize them to receive, possess, use, retain and transfer such Data as may be required for the administration of the 2004 Equity Plan or the subsequent holding of shares of common stock on your behalf, in electronic or other form, for the purposes of implementing, administering and managing your participation in the 2004 Equity Plan, including any requisite transfer to a broker or other third party with whom you may elect to deposit any shares of common stock acquired under the 2004 Equity Plan. You understand that you may, at any time, view such Data or require any necessary amendments to it.

EX-10.3

Exhibit 10.3

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of this              day of                      2005, by and between INTEGRATED DEVICE TECHNOLOGY, INC., a Delaware corporation (the “Company”), and              (“Indemnitee”).

WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors’ and officers’ liability insurance, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS, Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other officers and directors of the Company may not be willing to continue to serve as officers and directors without additional protection;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the difficulty of attracting and retaining highly competent persons to serve the Company is detrimental to the best interest of the Company and its stockholders and that the Company should act to assure such persons that there will be an increased certainty of financial protection for them in the future;

WHEREAS, Indemnitee is willing to serve, continue to serve and/or take on additional service for, or on behalf of, the Company on the condition that Indemnitee be so indemnified and that such indemnification be guaranteed; and

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors, such action being reasonable, prudent and necessary, so as to provide them with the maximum protection permitted by law.

NOW THEREFORE, in consideration of the Indemnitee’s service as an officer or director of the Company, the Company and Indemnitee hereby agree as follows:

ARTICLE 1

INDEMNIFICATION

Section 1.1. Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to, or otherwise becomes involved in, any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative, or investigative, formal or informal (other than an action by or in the right of the Company) by reason of any action or inaction on the part of Indemnitee by reason of the fact that Indemnitee is or was a director, officer, employee, or agent of the Company, or any

subsidiary of the Company, or, while a director, officer, employee, or agent of the Company, that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, or other enterprise (collectively “Agent”), against expenses (including attorneys’ fees, court costs, and the cost of appeal, attachment, and similar bonds), judgments, fines, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit, or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 1.2. Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any threatened, pending or completed action, suit or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent against expenses (including attorneys’ fees, court costs, and the cost of appeal, attachment, and similar bonds) and, to the fullest extent permitted by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all of the relevant circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Section 1.3. Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1.1 and 1.2 or the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith. Dismissal without prejudice of any action, claim, issue or matter shall entitle Indemnitee to be indemnified for expenses incurred in defending such action, claim, issue, or matter. For purposes of this Section 1.3 and without limitation, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption (i) that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

ARTICLE 2

EXPENSES; INDEMNIFICATION PROCEDURE

Section 2.1. Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement, or appeal of any civil or criminal action, suit or proceeding referenced in Section 1.1 or 1.2 (but not amounts actually paid in settlement of any such action, suit, or proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within forty-five (45) days following receipt of a written request therefor by Indemnitee to the Company. Indemnitee shall submit with each request for advancement of expenses such statement or statements which shall reasonably evidence or document the expenses incurred by Indemnitee.

Section 2.2. Notice. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the President of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). Notice shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or express mail with postage prepaid, on the third business day after the date postmarked.

Section 2.3. Procedure.

2.3.1. Any indemnification and advances provided for in Article 1 and Section 2.1 shall be made no later than forty-five (45) days following receipt of a written request thereof by Indemnitee to the Company unless a determination is made within said forty-five (45) day period by (i) the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such proceeding (“Disinterested Directors”); (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of Disinterested Directors so directs, by independent legal counsel in a written opinion; or (iii) by the Company’s stockholders, that the Indemnitee has not met the relevant standards for indemnification set forth in Section 1.1 or Section 1.2 hereof, as the case may be. Indemnitee may contest a determination that Indemnitee has not met the relevant standard of conduct for indemnification by petitioning a court to make an independent determination respecting the right of indemnification in accordance with the terms of Subsection 2.3.2 hereof.

2.3.2. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within forty-five (45) days after a written request for payment

thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 10.3 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 2.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Section 2.4. Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2.2 hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

Section 2.5. Selection of Counsel. In the event the Company shall be obligated under Section 2.1 hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

ARTICLE 3

ADDITIONAL INDEMNIFICATION

RIGHTS; NONEXCLUSIVITY

Section 3.1. Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws, or by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.

Section 3.2. Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in such capacity at the time of any action, suit, or other covered proceeding.

ARTICLE 4

PARTIAL INDEMNIFICATION

If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines, or penalties actually or reasonably incurred by him in the investigation, defense, appeal, or settlement of any civil or criminal action, suit, or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines, or penalties to which Indemnitee is entitled.

ARTICLE 5

MUTUAL ACKNOWLEDGMENT

Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

ARTICLE 6

OFFICER AND DIRECTOR

LIABILITY INSURANCE

The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.

ARTICLE 7

SEVERABILITY

Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Article 7. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

ARTICLE 8

EXCEPTIONS

Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under

Section 145(c) of the Delaware General Corporation Law (which Section provides mandatory indemnification to the extent that a director, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of certain actions, suits, or proceedings, or in defense of any claim, actions, suits, or proceedings, or in defense of any claim, issue, or matter therein), but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; or

(b) Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding initiated by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

(c) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company.

(d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

ARTICLE 9

CONSTRUCTION OF CERTAIN PHRASES

Section 9.1. The Company. For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was an Agent of the Company or such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

Section 9.2 Employee Benefit Plans. For purposes of this Agreement, reference to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, or agent of the Company which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

ARTICLE 10

MISCELLANEOUS

Section 10.1. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

Section 10.2. Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

Section 10.3. Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action was in bad faith or was frivolous.

Section 10.4. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or express mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

Section 10.5. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

Section 10.6. Amendment and Termination. No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

Section 10.7. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights or recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

Section 10.8 Choice of Law. This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

INTEGRATED DEVICE TECHNOLOGY, INC.
By
Its:
Address:	6024 Silver Creek Valley Road
	San Jose, CA 95138

AGREED TO AND ACCEPTED:

INDEMNITEE:

(signature)

(address)