10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 3, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File No. 000-12695

INTEGRATED DEVICE TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	94-2669985
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

6024 SILVER CREEK VALLEY ROAD, SAN JOSE, CALIFORNIA	95138
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 284-8200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock, $.001 par value	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $671 million, computed by reference to the last sales price of $5.70 as reported by The NASDAQ Stock Market LLC, as of the last business day of the registrant’s most recently completed second fiscal quarter, September 26, 2010. Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrant’s Common Stock, $.001 par value, as of April 29, 2011 was approximately 148,173,243.

TABLE OF CONTENTS

Explanatory Note		1
PART II
ITEM 9B	Other Information	2
PART IV
ITEM 15	Exhibits, Financial Statement Schedules	3
SIGNATURE		6
EXHIBIT INDEX
EXHIBIT 10.31
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment” or “Form 10-K/A”) to the registrant’s Annual Report on Form 10-K for the fiscal year ended April 3, 2011 (the “Original Annual Report”), which was initially filed with the Securities and Exchange Commission (“SEC”) on May 31, 2011, is being made solely to amend the Original Annual Report as follows:

• to revise the cover page of the Original Annual Report with respect to the registrant’s status as a well-known seasoned issuer;

• to amend Part II, Item 9B, to include information concerning the termination of an executive officer of the registrant, effective January 7, 2011, which should have been reported on a Current Report on Form 8-K during the period covered by this report;

• to amend Part IV, Item 15, to update the exhibit index to reflect the inclusion as an exhibit of a separation agreement and release between the registrant and the aforementioned executive officer dated January 10, 2011; and

• to include the aforementioned agreement as Exhibit 10.31 to this report.

The complete text of Item 9B and Item 15, as amended, is included in this Amendment.

Except as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Annual Report. This Amendment does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures, including the exhibits to the Original Annual Report, affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the registrant’s filings with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.

1

PART II

ITEM 9B. OTHER INFORMATION

Effective January 7, 2011, Mansour Izadinia terminated his employment with Integrated Device Technology, Inc. (“IDT” or the “Company”) as the Company’s Senior Vice President, Chief Technology Officer. In connection with the termination, the Company and Mr. Izadinia entered into a separation agreement and release dated January 10, 2011 (the “Separation Agreement”), which provides that Mr. Izadinia shall receive certain compensation and benefits from the Company, including the following:

• a lump sum cash payment in an amount equal to 12 months of Mr. Izadinia’s salary as of January 7, 2011, less any applicable taxes; and

• continuation of Mr. Izadinia’s health coverage (medical, dental and vision) for 12 months beginning on February 1, 2011.

The Separation Agreement also provides that Mr. Izadinia shall have 12 months to exercise his vested stock options as of his termination date.

The Separation Agreement includes certain nondisclosure, nonsolicitation and nondisparagement obligations of Mr. Izadinia as well as a general release by Mr. Izadinia of any and all claims against the Company. The Separation Agreement also includes certain confidentiality and nondisparagement obligations of the Company and a release by the Company of all claims against Mr. Izadinia.

2

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements. The Financial Statements were included in the Annual Report on Form 10-K for the fiscal year ended April 3, 2011, as originally filed.

2. Financial Statement Schedules. Schedule II, “Valuation and Qualifying Accounts,” was included in the Annual Report on Form 10-K for the fiscal year ended April 3, 2011, as originally filed.

3. Exhibits. The exhibits listed in the Exhibit Index below are filed, furnished or incorporated by reference as part of this report.

	Exhibit Description	Incorporated by Reference
Exhibit Number		Form	File     Number	Exhibit/     Appendix	Filing Date	Filed/ Furnished Herewith
2.1*	Agreement and Plan of Merger by and among Integrated Device Technology, Inc., Integrated Circuit Systems, Inc., and Colonial Merger Sub I, Inc.	8-K	00-12695	2.1	6/20/2005
2.2*	Asset Purchase Agreement, dated as of April 30, 2009 between the Company and NetLogic Microsystems, Inc.	8-K	00-12695	2.1	5/9/2009
2.3*	Arrangement Agreement, dated as of April 30, 2009 by and among Integrated Device Technology Inc., 4440471 Canada Inc. and Tundra Semiconductor Corporation.	8-K	00-12695	2.1	4/30/2009
3.1*	Certificate of Amendment of Restated Certificate of Incorporation.	10-Q	00-12695	3.1	11/7/2000
3.2*	Certificate of Amendment of Restated Certificate of Incorporation.	8	00-12695	3(a)	3/28/1989
3.3*	Certificate of Amendment of Restated Certificate of Incorporation.	S-8	33-63133	4.3	10/2/1995
3.4*	Certificate of Designations specifying the terms of the Series A Junior Participating Preferred Stock of IDT, as filed with the Secretary of State of Delaware.	8-A	00-12695	3.6	12/23/1998
3.5*	Certificate of Amendment of Restated Certificate of Incorporation.	10-Q	00-12695	3.5	11/7/2007
3.6*	Amended and Restated Bylaws of the Company, as amended and restated effective July 22, 2009.	8-K	00-12695	3.1	7/28/2009
10.5*	1994 Stock Option Plan, as amended as of September 22, 2000.**	10-Q	00-12695	10.1	10/1/2000
10.6*	1994 Directors Stock Option Plan and related documents.**	10-Q	00-12695	10.18	10/2/1994
10.7*	Form of Indemnification Agreement between the Company and its directors and officers.**	10-K	00-12695	10.68	4/2/1989
10.8*	Technology License Agreement between the Company and MIPS Technologies, Inc.***	10-K	00-12695	10.8	3/28/1999
10.10*	Master Distributor Agreement dated August 26, 1985 between the Company and Hamilton/Avnet Electronics, Division of Avnet, Inc.	S-1	33-3189	10.54
10.12*	Incentive Compensation Plan.**	10-Q	00-12695	10.27	7/3/2005
10.13*	Form of Change of Control Agreement between the Company and certain of its officers. **	10-K	00-12695	10.13	6/23/2003
10.14*	Lease dated December 2002 between the Company and LaGuardia Associates relating to 710 LaGuardia Street, Salinas, California.	10-K	00-12695	10.14	6/23/2003
10.16*	1997 Stock Option Plan.**	10-Q	00-12695	10.23	6/30/2002

3

	Exhibit Description	Incorporated by Reference
Exhibit Number		Form	File     Number	Exhibit/     Appendix	Filing Date	Filed/ Furnished Herewith
10.17*	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and Cadence Design Systems, Inc., dated December 1998.	S-4	333-75001	10.27	3/24/1999
10.18*	Distributor Agreement dated June 22, 2000 between the Company and Arrow Electronics, Inc. ***	10-K	00-12695	10.18	4/1/2001
10.19*	Agreement For Purchase And Sale Of Real Property Between Baccarat Silicon, Inc. and Dan Caputo Co. dated August 5, 2003.	10-Q	00-12695	10.19	6/23/2003
10.20*	Lease between the Company and S.I. Hahn, LLC dated February 2000 relating to 2901 Coronado Drive, Santa Clara, California.	10-K	00-12695	10.20	4/2/2000
10.21*	Non-Qualified Deferred Compensation Plan effective November 1, 2000.**	10-K	00-12695	10.21	4/1/2001
10.22*	Transition Agreement, dated March 30, 2006, by and between Integrated Device Technology, Inc. and Hock E. Tan.**	8-K	00-12695	10.1	3/30/2006
10.23*	Master purchase agreement between Cisco Systems, Inc. and Integrated Device Technology, Inc. dated May 7, 2003. ***	10-Q	00-12695	10.24	9/28/2003
10.24*	1984 Employee Stock Purchase Plan, as amended and restated effective September 29, 2003.**	10-Q	00-12695	10.25	9/28/2003
10.25*	2004 Equity Plan, as amended and restated, effective September 23, 2010.**	DEF 14A	00-12695	A	7/26/2010
10.26*	Agreement For Purchase And Sale of Real Property Between the Company and Electroglas, Inc. dated December 16, 2004.	10-K	00-12695	10.26	6/14/2005
10.27*	Executive Transition Agreement, dated November 13, 2007, by and between Registrant and Gregory S. Lang.**	8-K	00-12695	10.1	11/16/2007
10.28*	Executive Compensation Agreement, dated February 12, 2008, by and between Registrant and its President and CEO, Ted Tewksbury.**	8-K	00-12695	10.1	2/20/2008
10.29*	Offer Letter between the Company and Richard D. Crowley, Jr., entered into on September 15, 2008.**	8-K	00-12695	10.1	9/23/2008
10.30*	2009 Employee Stock Purchase Plan.**	DEF 14A	00-12695	A	8/7/2009
10.31	Separation Agreement and Release between the Company and Mansour Izadinia, entered into on January 10, 2011.**					X
21.1*	Subsidiaries of the Company.	10-K	00-12695	21.1	5/31/2011
23.1*	Consent of PricewaterhouseCoopers LLP.	10-K	00-12695	23.1	5/31/2011
31.1	Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, dated June 6, 2011.					X
31.2	Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, dated June 6, 2011.					X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 6, 2011.					X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 6, 2011.					X
101.INS§	XBRL Instance Document.	10-K	00-12695	101.INS	5/31/2011
101.SCH§	XBRL Taxonomy Extension Schema Document.	10-K	00-12695	101.SCH	5/31/2011
101.CAL§	XBRL Taxonomy Extension Calculation Linkbase Document.	10-K	00-12695	101.CAL	5/31/2011
101.DEF§	XBRL Taxonomy Extension Definition Linkbase Document.	10-K	00-12695	101.DEF	5/31/2011

4

	Exhibit Description	Incorporated by Reference
Exhibit Number		Form	File     Number	Exhibit/     Appendix	Filing Date	Filed/ Furnished Herewith
101.LAB§	XBRL Taxonomy Extension Label Linkbase Document.	10-K	00-12695	101.LAB	5/31/2011
101.PRE§	XBRL Taxonomy Extension Presentation Linkbase Document.	10-K	00-12695	101.PRE	5/31/2011

* This exhibit was previously filed with the Securities and Exchange Commission (SEC) as indicated and is incorporated herein by reference.

** This exhibit is a management contract or compensatory plan or arrangement.

*** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Such portions have been redacted and marked with a triple asterisk. The non-redacted version of this document has been sent to the SEC.

§ This exhibit was included in the Annual Report on Form 10-K for the fiscal year ended April 3, 2011, as originally filed with the SEC on May 31, 2011. Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

5

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTEGRATED DEVICE TECHNOLOGY, INC. Registrant
	By:	/s/    RICHARD D. CROWLEY, JR.
June 6, 2011		Richard D. Crowley, Jr. Vice President, Chief Financial Officer (duly authorized officer)

6

EXHIBIT INDEX

	Exhibit Description	Incorporated by Reference
Exhibit Number		Form	File     Number	Exhibit/     Appendix	Filing Date	Filed/ Furnished Herewith
2.1*	Agreement and Plan of Merger by and among Integrated Device Technology, Inc., Integrated Circuit Systems, Inc., and Colonial Merger Sub I, Inc.	8-K	00-12695	2.1	6/20/2005
2.2*	Asset Purchase Agreement, dated as of April 30, 2009 between the Company and NetLogic Microsystems, Inc.	8-K	00-12695	2.1	5/9/2009
2.3*	Arrangement Agreement, dated as of April 30, 2009 by and among Integrated Device Technology Inc., 4440471 Canada Inc. and Tundra Semiconductor Corporation.	8-K	00-12695	2.1	4/30/2009
3.1*	Certificate of Amendment of Restated Certificate of Incorporation.	10-Q	00-12695	3.1	11/7/2000
3.2*	Certificate of Amendment of Restated Certificate of Incorporation.	8	00-12695	3(a)	3/28/1989
3.3*	Certificate of Amendment of Restated Certificate of Incorporation.	S-8	33-63133	4.3	10/2/1995
3.4*	Certificate of Designations specifying the terms of the Series A Junior Participating Preferred Stock of IDT, as filed with the Secretary of State of Delaware.	8-A	00-12695	3.6	12/23/1998
3.5*	Certificate of Amendment of Restated Certificate of Incorporation.	10-Q	00-12695	3.5	11/7/2007
3.6*	Amended and Restated Bylaws of the Company, as amended and restated effective July 22, 2009.	8-K	00-12695	3.1	7/28/2009
10.5*	1994 Stock Option Plan, as amended as of September 22, 2000.**	10-Q	00-12695	10.1	10/1/2000
10.6*	1994 Directors Stock Option Plan and related documents.**	10-Q	00-12695	10.18	10/2/1994
10.7*	Form of Indemnification Agreement between the Company and its directors and officers.**	10-K	00-12695	10.68	4/2/1989
10.8*	Technology License Agreement between the Company and MIPS Technologies, Inc.***	10-K	00-12695	10.8	3/28/1999
10.10*	Master Distributor Agreement dated August 26, 1985 between the Company and Hamilton/Avnet Electronics, Division of Avnet, Inc.	S-1	33-3189	10.54
10.12*	Incentive Compensation Plan.**	10-Q	00-12695	10.27	7/3/2005
10.13*	Form of Change of Control Agreement between the Company and certain of its officers. **	10-K	00-12695	10.13	6/23/2003
10.14*	Lease dated December 2002 between the Company and LaGuardia Associates relating to 710 LaGuardia Street, Salinas, California.	10-K	00-12695	10.14	6/23/2003
10.16*	1997 Stock Option Plan.**	10-Q	00-12695	10.23	6/30/2002
10.17*	Purchase and Sale Agreement and Joint Escrow Instructions between the Company and Cadence Design Systems, Inc., dated December 1998.	S-4	333-75001	10.27	3/24/1999
10.18*	Distributor Agreement dated June 22, 2000 between the Company and Arrow Electronics, Inc. ***	10-K	00-12695	10.18	4/1/2001
10.19*	Agreement For Purchase And Sale Of Real Property Between Baccarat Silicon, Inc. and Dan Caputo Co. dated August 5, 2003.	10-Q	00-12695	10.19	6/23/2003
10.20*	Lease between the Company and S.I. Hahn, LLC dated February 2000 relating to 2901 Coronado Drive, Santa Clara, California.	10-K	00-12695	10.20	4/2/2000
10.21*	Non-Qualified Deferred Compensation Plan effective November 1, 2000.**	10-K	00-12695	10.21	4/1/2001

	Exhibit Description	Incorporated by Reference
Exhibit Number		Form	File     Number	Exhibit/     Appendix	Filing Date	Filed/ Furnished Herewith
10.22*	Transition Agreement, dated March 30, 2006, by and between Integrated Device Technology, Inc. and Hock E. Tan.**	8-K	00-12695	10.1	3/30/2006
10.23*	Master purchase agreement between Cisco Systems, Inc. and Integrated Device Technology, Inc. dated May 7, 2003. ***	10-Q	00-12695	10.24	9/28/2003
10.24*	1984 Employee Stock Purchase Plan, as amended and restated effective September 29, 2003.**	10-Q	00-12695	10.25	9/28/2003
10.25*	2004 Equity Plan, as amended and restated, effective September 23, 2010.**	DEF 14A	00-12695	A	7/26/2010
10.26*	Agreement For Purchase And Sale of Real Property Between the Company and Electroglas, Inc. dated December 16, 2004.	10-K	00-12695	10.26	6/14/2005
10.27*	Executive Transition Agreement, dated November 13, 2007, by and between Registrant and Gregory S. Lang.**	8-K	00-12695	10.1	11/16/2007
10.28*	Executive Compensation Agreement, dated February 12, 2008, by and between Registrant and its President and CEO, Ted Tewksbury.**	8-K	00-12695	10.1	2/20/2008
10.29*	Offer Letter between the Company and Richard D. Crowley, Jr., entered into on September 15, 2008.**	8-K	00-12695	10.1	9/23/2008
10.30*	2009 Employee Stock Purchase Plan.**	DEF 14A	00-12695	A	8/7/2009
10.31	Separation Agreement and Release between the Company and Mansour Izadinia, entered into on January 10, 2011.**					X
21.1*	Subsidiaries of the Company.	10-K	00-12695	21.1	5/31/2011
23.1*	Consent of PricewaterhouseCoopers LLP.	10-K	00-12695	23.1	5/31/2011
31.1	Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, dated June 6, 2011.					X
31.2	Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, dated June 6, 2011.					X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 6, 2011.					X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated June 6, 2011.					X
101.INS§	XBRL Instance Document.	10-K	00-12695	101.INS	5/31/2011
101.SCH§	XBRL Taxonomy Extension Schema Document.	10-K	00-12695	101.SCH	5/31/2011
101.CAL§	XBRL Taxonomy Extension Calculation Linkbase Document.	10-K	00-12695	101.CAL	5/31/2011
101.DEF§	XBRL Taxonomy Extension Definition Linkbase Document.	10-K	00-12695	101.DEF	5/31/2011
101.LAB§	XBRL Taxonomy Extension Label Linkbase Document.	10-K	00-12695	101.LAB	5/31/2011
101.PRE§	XBRL Taxonomy Extension Presentation Linkbase Document.	10-K	00-12695	101.PRE	5/31/2011

* This exhibit was previously filed with the Securities and Exchange Commission (SEC) as indicated and is incorporated herein by reference.

** This exhibit is a management contract or compensatory plan or arrangement.

*** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the SEC. Such portions have been redacted and marked with a triple asterisk. The non-redacted version of this document has been sent to the SEC.

§ This exhibit was included in the Annual Report on Form 10-K for the fiscal year ended April 3, 2011, as originally filed with the SEC on May 31, 2011. Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

EX-10.31

Exhibit 10.31

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is entered into by and between Mansour Izadinia, an individual, (hereinafter referred to as “Employee”) and Integrated Device Technology, Inc., a Delaware corporation (hereinafter referred to as “IDT”, the “Company”, or “Releasees”). “IDT” or “Company” as used at all times in this Agreement, refers to IDT’s parent, subsidiary, affiliated, related, successor or predecessor companies or divisions, past or present shareholders, directors, officers, employees, attorneys, and agents of IDT. “Employee” as used at all times in this Agreement, refers to Mansour Izadinia and his assigns, heirs, executors, administrators, agents, successors, and legal representatives. Employee and IDT collectively will be hereinafter referred to as “the Parties.”

RECITALS

WHEREAS, a change in the business and organizational requirements of IDT has resulted in a change of IDT’s employment requirements of Employee and will result in Employee’s termination from IDT;

WHEREAS, Employee’s last day of employment with IDT shall be January 7, 2011 (the “Termination Date”);

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Separation Pay. In accordance with IDT’s policies, and in consideration of Employee’s acceptance of this Agreement, including the release and waiver of claims in Paragraphs 3, 5 and 12 below, IDT shall provide to Employee the following separation pay, subject to the execution and non-revocation of this Agreement:

(1) twelve (12) months of current salary, in a lump sum payment, less applicable taxes, which will be paid within 21 days of IDT’s receipt of Employee’s signed Agreement; and

(2) paid COBRA premiums for existing medical, dental, and vision coverage for twelve (12) months beginning on February 1, 2011 (Employee must elect the COBRA benefit pursuant to the information in the termination package in order to continue benefits coverage through COBRA) (collectively the “Separation Payment”).

Employee will receive the same treatment relative to vested stock options as those employees under a designated Qualified Reduction in Force.

2. Payment of Salary and other Benefits. Upon termination of Employee’s employment on the Termination Date, Employee will receive his final paycheck plus any accrued and unused vacation hours. In addition, Employee will be paid all reimbursable expenses (which are submitted prior to the Termination Date) within 30 days of the Termination Date. Employee acknowledges and represents that IDT has paid all salary, wages, bonuses, and accrued vacation; has provided all requested leaves of absence to which Employee is entitled under applicable law, and has provided any and all other benefits due to Employee once the payments and benefits as set forth in Paragraph 1 are received.

3. Employee’s Release. Employee releases and forever waives as against IDT any and all claims of any and every kind, nature and character, whether known or unknown, suspected or unsuspected, including any and all claims for damages, attorneys’ fees and/or costs which Employee may now have or has ever had which arise in whole or in part from Employee’s employment relationship with IDT, the termination of that employment relationship and/or any other employment-related dealings between Employee and IDT that have occurred during Employee’s term of employment with IDT, whether based on tort, contract (express or implied) or any federal, state, or local law, statute, or regulation (the “Released Claims”). By way of example and not in limitation of the foregoing, Released Claims shall include any and all claims, rights, demands, and causes of action for employment discrimination or harassment on the basis of race, color, national origin, religion, age, sex, disability, sexual orientation, marital status, or any other category protected by federal, state, local or common law, retaliation, breach of any agreement entered into between the Parties, including but not limited to, any and all employment agreements and any and all stock option agreements, violation of the WARN Act, constructive discharge of employment, wrongful termination, breach of the covenant of good faith and fair dealing, fraud, misrepresentation, defamation, intentional or negligent infliction of emotional distress, failure to pay wages, commissions, benefits, vacation pay, severance or other compensation of any sort, failure to reimburse expenses, and/or violation of any and all statutes, rules, regulations or ordinances whether federal, state, or local. Notwithstanding the foregoing, this Agreement does not waive rights or claims (1) that may arise after the date the Agreement is executed by Employee, and (2) which are prohibited from release as a matter of law, and it does not restrict or limit Employee’s right to challenge the validity of this Agreement. Nor does this Agreement waive rights or claims under federal or state law that Employee cannot waive by private agreement, such as a right of indemnification. This agreement also does not release: (1) any obligations arising out of this Agreement, (2) any obligation IDT or any insurer or other person or entity may have to indemnify Employee pursuant to the articles and bylaws of IDT, any written agreement with IDT, any applicable document or insurance policy or applicable law, (3) Employee’s rights in and to any retirement plan benefits (e.g. 401(k) plan benefits) pursuant to the terms of the Plan(s), and (4) Employee’s right in and to Employee’s equity in IDT, including without limitation, Employee’s right to exercise, hold and/or sell Employee’s IDT stock options, restricted stock or stock. Additionally, nothing in this Agreement precludes Employee from filing a charge or complaint with or participating in any investigation or proceeding before any federal or state agency, including the Equal Employment Opportunity Commission. However, while Employee may file a charge and participate in any proceeding conducted by a state or federal agency, by signing this Agreement, Employee waives Employee’s right to bring a lawsuit against Releasees and waives Employee’s right to any individual monetary recovery in any action or lawsuit initiated by a federal or state agency, such as the Equal Employment Opportunity Commission.

4. IDT’s Release. IDT hereby releases Employee from all claims that may exist against Employee.

5. Waiver of Unknown Claims. As to those matters being released herein, excluding the obligations and rights arising pursuant to this Agreement, the Parties waive any and all rights which they may have under the provisions of California Civil Code §1542 or under any comparable federal or state statute or rule of law. California Civil Code §1542 provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

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6. Nondisclosure/Nonsolicitation. During the course of Employee’s employment with IDT, Employee has had access to or been exposed to certain confidential, proprietary and trade secret information. Confidential information includes, but is not limited to, business development strategy, designs, mask works, plans, proposals, marketing and sales data, financial information, cost and pricing information, customer lists, trade secrets, M & A data, including any past or upcoming deals, personnel information, policies and procedures, organizational charts, telephone directories, and concepts and ideas related to past, present and future business of IDT which have not been publicly released by duly authorized representatives of IDT (“Confidential Information”). Employee agrees that he will not use for himself or others or disclose or divulge to others any trade secrets or any other Confidential Information of IDT. Employee agrees that he will return to IDT all Company documents, including but not limited to reports, manuals, journals, log books, correspondence, customer lists, computer programs and all of the materials and all copies thereof relating in any way to IDT’s business or in any way obtained by Employee during the course of Employee’s employment with IDT. Employee agrees that for a period of twelve (12) months immediately following the Termination Date, Employee shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to leave their employment, or attempt to do so, either for himself or any other person or entity. Employee further acknowledges the terms of his Employee Confidentiality and Invention Agreement with IDT (“Confidentiality Agreement”) shall remain in effect after the Termination Date.

7. Confidentiality. Each Party agrees to keep in confidence the terms and conditions of this Agreement. The Parties hereto agree that they will not, without compulsion of legal process, reveal directly or indirectly any of the terms of this Agreement to any person or entity except in confidence to those individuals or entities to whom the disclosure is necessary to affect the purposes of this Agreement, including, but not limited to, spouses, attorneys, tax preparers, accountants, banks and other financial institutions and government agencies which request a copy of this Agreement.

8. Non-Disparagement. Employee and IDT agree to respect the reputation of the other Party and to not disparage the other Party.

9. Successors and Assigns. The Parties to this Agreement understand and agree that this Agreement shall be binding upon and shall inure to the benefit of the respective successors, assigns, heirs, administrators, representatives and transferees of the Parties to this Agreement.

10. Tax Considerations. The Parties to this Agreement understand and agree that Employee shall accept and assume full responsibility for any and all tax consequences to Employee resulting from any payments made by IDT under this Agreement. Employee warrants and represents that Employee is not relying upon any tax advice from IDT or IDT’s counsel concerning the tax consequences of the payment specified in this Agreement.

11. Covenant Not to Sue. Except for the enforcement of obligations arising out of this Agreement and rights carved out of the release contained in this Agreement, Employee and Employee’s respective agents, employees, representatives, assigns, attorneys, spouses, and each of them agree not to sue IDT, or any of the past or present agents, employees, representatives, officers, directors, shareholders or attorneys of IDT, or any other past or present representative of any kind or in any capacity of IDT, on account of any claim, cause of action or controversy arising out of or relating to any of the facts, relationships, or transactions existing between Employee and IDT.

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12. Waiver of Age Discrimination Claims. Employee understands and agrees that by entering into this Agreement, Employee: (1) is knowingly and voluntarily waiving any rights or claims he might otherwise have against IDT based on age discrimination or harassment under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act; (2) has received consideration beyond that to which he was previously entitled; (3) was advised and hereby is advised in writing to consider the terms of this Agreement and consult with an attorney of Employee’s choice prior to signing this Agreement; (4) has carefully read and fully understands all of the provisions of this Agreement; (5) has been offered the opportunity of a full twenty-one (21) days from the Effective Date of this Agreement within which to consider its terms before signing it, and that if Employee has not taken that full time period that Employee has failed to do so knowingly and voluntarily, expressly waives this time period, and will not assert the invalidity of this Agreement or any portion thereof on this basis; (6) has a full seven (7) days following the execution of this Agreement to revoke this Agreement (“Revocation Period”) by written notice to the General Counsel, and has been and hereby is advised in writing that this Agreement, all of its terms, and all of the obligations of the Company contained herein, shall not become effective or enforceable until the Revocation Period has expired; and (7) has been informed that nothing shall prevent or preclude Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor will it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.

13. Post-Employment Reference Requests. Employee shall direct all requests for references from prospective employers to the IDT Human Resources Department. In such event, IDT will provide only Employee’s dates of employment and title.

14. No Admission of Liability. Nothing contained herein shall constitute an admission of liability on the part of either Party, which liability either Party expressly denies.

15. Code Section 409A. The payments and benefits described in Section 1 are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the applicable requirements of, and exemptions from, Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder. If IDT and Employee determine that any compensation or benefits payable under this Agreement may be or become subject to Section 409A of the Code, IDT and Employee agree to amend this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take such other actions as IDT and Employee deem necessary or appropriate to (1) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement, or (2) comply with the requirements of Section 409A of the Code and related treasury guidance; provided, however, that this section does not create an obligation on the part of IDT to make any such amendment.

16. Choice of Law. This Agreement is made and entered into in the State of California and shall in all respects be governed by the laws of the State of California without regard to choice-of-law provisions. Employee hereby consents to personal and exclusive jurisdiction and venue in the County of Santa Clara, State of California.

17. Integration. This Agreement and documents referenced in this Agreement set forth the entire Agreement between the Parties hereto and fully supersedes any and all prior agreements or understandings between the Parties pertaining to any subject matter contained in this Agreement, with the exception of Employee’s stock option and restricted stock agreements and Confidentiality

Agreement. Any amendments or modifications to this Agreement must be made in writing and signed by all parties.

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18. Severability. If any provision of this Agreement is found to be unenforceable, those provisions shall be considered severable, and the remaining provisions shall remain in effect.

19. Mitigation. Employee shall have no duty to mitigate a breach of this Agreement by the Company.

20. Acknowledgment of Understanding. The signatories have carefully read this entire Agreement. The signatories understand the final and binding effect of this Agreement. The only promises made to any signatory about this Agreement are contained in this Agreement. All signatories are signing this Agreement knowingly and voluntarily.

21. Counterparts. This Agreement may be executed by facsimile signature or by signing, scanning and emailing, and in multiple counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. A duplicate copy of a signature shall be deemed an original.

Employee	Integrated Device Technology, Inc.
/s/ Mansour Izadinia	/s/ Kelley Steven-Waiss
Mansour Izadinia	Kelley Steven-Waiss
	Vice President, Human Resources
January 9, 2011	January 10, 2011
Date	Date

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EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Theodore L. Tewksbury III, certify that:

1. I have reviewed this annual report on Form 10-K/A of Integrated Device Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2011

/s/ THEODORE L. TEWKSBURY III

Theodore L. Tewksbury III

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Richard D. Crowley, certify that:

1. I have reviewed this annual report on Form 10-K/A of Integrated Device Technology, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 6, 2011

/s/ RICHARD D. CROWLEY, JR.

Richard D. Crowley, Jr.

Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

I, Theodore L. Tewksbury III, of Integrated Device Technology, Inc. (the “Company”), pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350, certify to my knowledge that:

(i) the Annual Report on Form 10-K/A of the Company for the fiscal year ended April 3, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ THEODORE L. TEWKSBURY III
Date: June 6, 2011	Theodore L.Tewksbury III President and Chief Executive Officer

A signed original of this written statement required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

I, Richard D. Crowley, Jr. of Integrated Device Technology, Inc. (the “Company”), pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350, certify to my knowledge that:

(i) the Annual Report on Form 10-K/A of the Company for the fiscal year ended April 3, 2011 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ RICHARD D. CROWLEY, JR.
Date: June 6, 2011	Richard D. Crowley, Jr. Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

A signed original of this written statement required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.