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

March 12, 2014

Date of report (Date of earliest event reported)

Integrated Device Technology, Inc.

(Exact name of registrant as specified in its charter)

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

6024 Silver Creek Valley Road, San Jose, California 95138

(Address of principal executive offices) (Zip Code)

(408) 284-8200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

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

(c) On March 12, 2014, Integrated Device Technology, Inc. (the “Company”) announced the appointment of Sailesh Chittipeddi, age 51, to the positions of Global Vice President of Operations and Chief Technology Officer, effective immediately.

Dr. Chittipeddi previously served as President, Chief Executive Officer and a director of Conexant Systems, Inc. (“Conexant”), a semiconductor company, from April 2011 until July 2013 through its emergence from Chapter 11 reorganization. Prior to that, since 2006 he served in various positions at Conexant, including Chief Operating Officer and Chief Technology Officer. From 2001 until 2006, Dr. Chittipeddi served as Head of Foundry Operations and additionally managed the joint venture Silicon Manufacturing Partners between Agere Systems (now LSI Corporation) and Chartered Semiconductor (now Global Foundries). Prior to that, he served in a variety of positions at AT&T, SEMATECH and Lucent Technologies. Dr. Chittipeddi holds an M.B.A. from the University of Texas at Austin and an M.S. and a Ph.D. in Physics from The Ohio State University.

In connection with Dr. Chittipeddi’s appointment, the Company and Dr. Chittipeddi entered into an offer letter on February 14, 2014 (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Dr. Chittipeddi will receive an annual salary of $350,000 and will be eligible to receive an annual bonus pursuant to the Company’s Annual Incentive Plan targeted at 65% of his base earnings. The Company also agreed to grant Dr. Chittipeddi, subject to approval by the Board, an option to purchase up to 50,000 shares of the Company’s common stock, which will vest with respect to 25% of the total number of shares on the first anniversary of the grant date (with the grant date being the 15th day of the month following Dr. Chittipedii’s commencement of employment) with the remaining shares vesting on a monthly basis over the subsequent three years, in each case assuming Dr. Chittipeddi continues to provide services to the Company.

Pursuant to the terms of the Offer Letter, the Company will grant Dr. Chittipeddi, subject to approval by the Board, 30,000 restricted stock units, which will vest in four equal installments on each anniversary of the grant date (with the grant date being the 15th day of the month following Dr. Chittipeddi’s commencement of employment), assuming Dr. Chittipeddi continues to provide services to the Company. Additionally, the Company will grant Dr. Chittipeddi, subject to approval by the Board, 40,000 performance-based restricted stock units, which will vest in accordance with the Fiscal 2015 Performance Equity Plan to be adopted by the Company.

Pursuant to the Offer Letter, Dr. Chittipeddi shall also be eligible for relocation assistance.

In addition, the Company intends to enter into a change of control agreement (the “Change of Control Agreement”) with Dr. Chittipeddi, consistent with the form of such agreement previously adopted by the Company. Under the proposed Change of Control Agreement, upon the involuntary termination of Dr. Chittipeddi’s employment with the Company without cause or his resignation for good reason, in each case, within the two-year period commencing on a change in control of the Company, Dr. Chittipeddi is entitled to receive (a) a lump sum cash payment equal to 12 months of his monthly base salary, (b) eligibility for a pro rata bonus based on Company performance to be paid on the termination date, (c) 12 months of continued health coverage and life insurance benefits at the Company’s expense, and (d) up to $15,000 of outplacement services. Dr. Chittipeddi must execute a general release of claims against the Company in order to receive these severance payments and benefits. In the event of a change of control and regardless of whether Dr. Chittipeddi’s employment is terminated in connection therewith, the vesting schedule for each unvested share of Common Stock or option to purchase Common Stock held by Dr. Chittipeddi shall be accelerated by two years.

The foregoing description of the Offer Letter and the Change in Control Agreement is qualified in its entirety by the full text of the Offer Letter and form of Change in Control Agreement attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

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

Item 7.01 Regulation FD Disclosure

On March 12, 2014, the Company issued a press release announcing the appointment of Sailesh Chittipeddi as Vice President of Operations and Chief Technology Officer, as set forth in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished with this Current Report on Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Reference is made to the Exhibit Index attached to this report.

SIGNATURES

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

Date: March 12, 2014	INTEGRATED DEVICE TECHNOLOGY, INC.
	By:	/s/ Brian C. White
		Brian C. White
		Vice President and Chief Financial Officer
		(duly authorized officer)

Exhibit Index

Exhibit No.	Description
10.1	Offer Letter between Integrated Device Technology, Inc. and Sailesh Chittipeddi, entered into on February 14, 2014.
10.2	Form of Change of Control Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC on June 23, 2003).
99.1	Press Release dated March 12, 2014.

EX-10.1

Exhibit 10.1

February 12, 2014

Sailesh Chittipeddi

Dear Sailesh:

We are pleased to make you an offer of employment as a Vice President of Global Operations and Chief Technology Officer reporting to Gregory Waters. The terms of your employment are as follows:

Salary:	Equivalent to $350,000.00; $13,461.54 Payable Bi-Weekly
Status:	Full-time / Exempt
Stock Options:	You will be recommended for a stock option grant to purchase 50,000 shares of IDT common stock, which will vest over a four year period, assuming your continued service to IDT. The granting of your stock options will occur on or about the 15th day of the month following the completion of the month in which you begin employment with IDT, subject to approval by our Board of Directors. Your stock options will have a per share exercise price equal to the closing price of IDT common stock on the last trading day prior to the date of grant.
RSUs:	You will be recommended for a restricted stock unit (RSU) grant of 30,000 shares of IDT common stock, which will vest over a four year period, assuming your continued service to IDT. The granting of your RSUs will generally occur on or about the 15th day of the month following the completion of the month in which you begin employment with IDT, subject to approval by our Board of Directors.
PSUs:	Additionally, you will be recommended for a grant of 40,000 performance-based restricted stock units (PSUs). The PSUs will be subject to the provisions of the Fiscal 2015 Performance Equity Plan. The granting of your performance-based RSUs will occur on or about the 15th day of the last month of the first quarter of Fiscal 2015, subject to approval by our Board of Directors.

Bonus:	You will participate in IDT’s Annual Incentive Plan (AIP) pursuant to the terms of the current Plan. Your participation will be at an annual target of 65% of your base earnings.
Benefits:	You will be eligible for IDT’s full range of employee benefits including medical, dental, vision, life insurance, disability insurance, and 401(k). You will also earn three weeks of vacation per year. A summary of our benefit program is enclosed.
Relocation:	You will be eligible for relocation assistance in accordance with our policies.

Please note that IDT does not reimburse expenses incurred as a result of an employee’s commute between home and the Employee’s Work Location.

This offer is pending acceptable reference qualification and background verification.

In order to comply with the Immigration Reform and Control Act of 1986, this offer is contingent upon you providing proof of eligibility to work in the United States. Be prepared to supply the original documents containing this information on your start date. In addition, IDT produces technology that may be subject to U.S. export control laws. Accordingly, this offer of employment is also contingent upon IDT’s ability to obtain government authorization, if necessary, for technology transfer to you.

As a condition of employment, you are required to sign and comply with the Company’s standard Employee Confidentiality & Invention Agreement which requires, among other things, that you maintain the confidentiality of all IDT proprietary information and that you assign patent rights to any invention made during your employment at IDT.

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

Because of the responsibilities associated with this position, it is essential that our office receives your decision by 02/14/2014. At that time, we will discuss your availability and reporting procedures.

If you wish to discuss this offer or inform us of your decision, please call me at (408) 574-6723. I am confident that you can expect a challenging and rewarding career as a member of our Company. We look forward to your acceptance of our offer.

Integrated Device Technology, Inc. 6024 Silver Creek Valley Rd., San Jose, CA 95138 Tel (800) 345 7015 Fax (408) 284 1442 www. IDT.com

Sincerely,

/s/ Anja Hamilton

Anja Hamilton

Vice President, Global Human Resources

 /s/ Sailesh Chittipeddi

Candidate’s Signature of Acceptance

2/19/14

Date

Projected start date:

Monday,   March 31, 2014

Integrated Device Technology, Inc. 6024 Silver Creek Valley Rd., San Jose, CA 95138 Tel (800) 345 7015 Fax (408) 284 1442 www. IDT.com

EX-99.1

Exhibit 99.1

March 12, 2014

IDT Names Dr. Sailesh Chittipeddi Global Vice President Of Operations and Chief Technology Officer

In New Dual Role, Chittipeddi Will Focus on Corporate Growth and Differentiation

SAN JOSE, Calif.—(BUSINESS WIRE)— Integrated Device Technology, Inc. (IDT^®) (NASDAQ: IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, today announced that Dr. Sailesh Chittipeddi is IDT’s new global vice president of operations and chief technology officer (CTO). He joins IDT with more than 25 years of experience in results-oriented leadership across the semiconductor industry.

Chittipeddi will manage the company’s manufacturing supply chain and operations, as well as accelerating differentiated technology development.

“I am enthusiastic about the addition of Sailesh to our executive team. As we focus on growing our business in communications and enterprise solutions, Sailesh’s track record in strategic planning and product development will prove invaluable,” said Gregory L. Waters, president and CEO of IDT. “The addition of Sailesh to the IDT team will allow us to couple our growth with increased operating leverage and technology differentiation.”

“I am pleased to join IDT’s management team - The potential we have now to strategically grow this company is truly exciting,” said Chittipeddi. “The target markets of communications and enterprise both provide rich opportunities for differentiation and growth.”

Prior to joining IDT, Chittipeddi was president and CEO of Conexant Systems. Before that, he held other executive roles at Conexant with responsibility for global engineering, product development, operations, quality, IT and associated infrastructure support. Chittipeddi holds five degrees, including an M.B.A from the University of Texas at Austin and a doctorate in physics from The Ohio State University. He has earned 64 U.S. patents, and has authored nearly 40 publications.

About IDT

Integrated Device Technology, Inc., the Analog and Digital Company™, develops system-level solutions that optimize its customers’ applications. IDT uses its market leadership in timing, serial switching and interfaces, and adds analog and system expertise to provide complete application-optimized, mixed-signal solutions for the communications, computing and consumer segments. Headquartered in San Jose, Calif., IDT has design, manufacturing, sales facilities and distribution partners throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Market^® under the symbol “IDTI.” Additional information about IDT is accessible at http://www.IDT.com. Follow IDT on Facebook, LinkedIn, Twitter, and YouTube.

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

IDT Corporate Marketing

Sue Kim, 408-284-2739

sue.kim@idt.com

Source: Integrated Device Technology, Inc.