10-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

Amendment No. 2

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

For the fiscal year ended: March 31, 2002

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 Number: 0-15449

CALIFORNIA MICRO DEVICES CORPORATION

(Exact name of registrant as specified in its charter)

California	94-2672609
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

430 N. McCarthy Blvd, Milpitas, CA	95035-5112
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (408) 263-3214

Securities registered pursuant to Section 12(b) of the Act: None

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

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 if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (Section 209.405 of this chapter) is not contained herein, and will not be contained to the best of registrant’s knowledge, in any definitive proxy or information statement incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K.  Yes  x    No  ¨

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of May 31, 2002, was approximately $50.4 million based upon the last sale price of the common stock reported for such date on the Nasdaq National Market System. For purposes of this disclosure, common stock held by persons who hold more than 5% of the outstanding voting shares and common stock held by executive officers and directors of the Registrant have been excluded in that such persons may be deemed to be “affiliates” as that term is defined under the rules and regulations promulgated under the Securities Act of 1933. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of May 31, 2002, the number of shares of the Registrant’s common stock outstanding were 13,905,590.

DOCUMENTS INCORPORATED BY REFERENCE

The Proxy Statement for the Registrant’s Annual Meeting of Shareholders to be held August 7, 2002.

EXPLANATORY NOTE

Registrant hereby amends Item 14 of Part IV to include Exhibit 4.8 which was used for certain management level employees who elected to participate in the Registrant’s deferred compensation plan during the period from April, 1997 through December 31, 2002, at which time such plan and all such agreements were terminated. Registrant also hereby amends Item 14 of Part IV to replace Exhibit Number 10.12 with the attached Exhibit Number 10.12 to reflect changes in those portions of such exhibit which have been redacted in connection with the Registrant’s request for confidential treatment. These changes in the redactions were made in response to comments that the Registrant received from the SEC regarding its confidential treatment request. A complete copy of Exhibit 4.8 and a revised copy of Exhibit 10.12 are attached hereto.

ITEM 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

The following documents are filed as a part of this Report:

(a)	1.	See Item 8 for a list of financial statements filed herein.
	2.	See Item 8 for a list of financial statement schedules filed. All other schedules have been omitted because they are not applicable or the required information is shown in the Financial Statements or the notes thereto.
	3.	Exhibit Index:

The exhibits listed below are filed herewith or incorporated by reference as indicated pursuant to Regulation S-K. The exhibit number refers to number indicated pursuant to the Instructions to the Exhibit Table for Regulation S-K.

Exhibit Number	Description	Document if Incorporated by Reference
3(i)a	Articles of Incorporation, as amended.	Exhibit 3(i) to the Company’s Annual Report on Form 10K for the fiscal year ended March 31, 1995.
3(i)b	Certificate of Correction of Certificate of Certificate of Amendment of Articles of Incorporation
3(i)c	Certificate of Determination of Series A Participating Preferred Stock	Registration Statement on Form 8-A filed on September 21, 2001.
3(ii)	By-laws, as amended.	Exhibit 3(ii) to the Company’s Annual Report on Form 10K for the fiscal year ended March 31, 1995 and filed herewith.
4.1	1995 Employee Stock Option, Amended as of July 26, 1996, July 18, 1997, August 7, 1998, August 1, 2000, and August 7, 2001	Registration Statement on Form S-8 filed on May 15, 2002.
4.2	1995 Non-Employee Directors’ Stock Option Plan, Amended as of July 26, 1006, July 18, 1997, August 7, 1998, August 1, 2000, and August 7, 2001.	Registration Statement on Form S-8 filed on May 15, 2002.
4.3	Stock Purchase Agreement dated November 21, 2001 between the Company and Investors.	Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 filed on February 14, 2002.
4.4	Non-Qualified Stock Option Agreement by and between the Company and David E. Witkowski dated September 7, 2001.	Registration Statement on Form S-8 filed on May 15, 2002.
4.5	Non-Qualified Stock Option Agreement by and between the Company and Kenneth E. Thornbrugh dated as of January 24, 2002.	Registration Statement on Form S-8 filed on May 15, 2002.

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4.6		Offer letter dated March 29, 2001 between the Company and Robert. V. Dickinson, President and CEO of the Company.	Exhibit 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001.
4.7		Stock Option Agreement dated April 16, 2001, between the Company and Robert V. Dickinson, President and CEO of the Company.	Exhibit 2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001.
4.8		Form of Executive Deferred Compensation Agreement and 2002 Amendment to Executive Deferred Compensation Agreement.
10.11		Commitment letter from Comerica Bank.	Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed on November 14, 2001.
10.12	**	Wafer Manufacturing Agreement between the Company and Advanced Semiconductor Manufacturing Corporation, dated February 20, 2002. (Confidential treatment has been requested with respect certain portions of this agreement.)
10.13	*	Loan and Security Agreement by and between Silicon Valley Bank and the Company, dated June 17, 2002.
23.1	*	Consent of Ernst & Young, LLP, Independent Auditors

* Previously filed with the Form 10-K for the fiscal year ended March 31, 2002.

** Confidential treatment has been requested with respect to certain portions of this exhibit.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of February, 2003.

CALIFORNIA MICRO DEVICES CORPORATION (Registrant)
By:	/s/    Robert V. Dickinson
	ROBERT V. DICKINSON President and Chief Executive Officer
By:	/s/    Kenneth E. Thornbrugh
	KENNETH E. THORNBRUGH Vice President Finance & Administration (Principal Financial Officer)

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CERTIFICATIONS

I, Robert V. Dickinson, certify that:

1.    I have reviewed this Amendment No. 2 on Form 10-K/A (the “Amendment”) to Annual Report on Form 10-K for the fiscal year ended March 31, 2002, of California Micro Devices Corporation, a California corporation; and

2.    Based on my knowledge, this Amendment 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 Amendment.

Date:    February 24, 2003

By:	/s/    ROBERT V. DICKINSON
	Robert V. Dickinson President and CEO (Principal Executive Officer)

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CERTIFICATIONS

I, Kenneth E. Thornbrugh, certify that:

1.    I have reviewed this Amendment No. 2 on Form 10-K/A (the “Amendment”) to Annual Report on Form 10-K for the fiscal year ended March 31, 2002, of California Micro Devices Corporation, a California corporation; and

2.    Based on my knowledge, this Amendment 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 Amendment.

Date:    February 24, 2003

By:	/s/    KENNETH E. THORNBRUGH
	Kenneth E. Thornbrugh Vice President Finance & Administration (Principal Financial Officer)

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EX-4.8

Exhibit 4.8

CALIFORNIA MICRO DEVICES CORPORATION

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT, made and entered into as of this      day of                                  by and between California Micro Devices Corporation, a California corporation, (hereinafter referred to as the “Company” or the “Employer”) with offices located at 215 Topaz Street, Milpitas, California 95035 and that executive employee indicated on the signature page hereto, an individual (hereinafter referred to as the “Employee”).

WITNESSETH THAT:

WHEREAS, the Employee is employed by the Company, and has been selected by the Company for participation in this plan; and

WHEREAS, the Company recognizes the valuable services heretofore performed for it by the Employee and wishes to encourage Employee’s continued employment; and

WHEREAS, the Employee wishes to defer a certain portion of compensation payable to him; and

WHEREAS, the Employer has established a retirement 401(k) profit sharing plan known as the California

Micro Devices Corporation 401(k) Retirement Savings Plan (hereafter referred to as the “401(k) Plan”) providing for elective deferrals and matching contributions which may be limited by restrictions to avoid discrimination in favor of highly compensated employees and the Employer desires to provide a supplemental deferral and matching contribution as described herein; and

WHEREAS, the parties hereto wish to provide the terms and conditions upon which the Company shall

pay such deferred compensation to the Employee or his designated beneficiary; and

WHEREAS, the parties hereto intend that this Agreement be considered an unfunded arrangement maintained primarily to provide deferred compensation benefits for the Employee, a member of a select group of management or highly compensated employees of the Company for purposes of the Employee Retirement Income Security Act of 1974, as amended.

WHEREAS, the parties hereto wish to provide the terms and conditions upon which the Company shall pay such additional compensation to the Employee after his or her retirement or other termination of employment or any death benefit to beneficiaries after the Employee’s death; and

WHEREAS, the parties hereto intend that this Agreement be considered an unfunded arrangement, maintained primarily to provide deferred compensation benefits for the Employee, a member of a select group of management and highly compensated employees of the Company, for purposes of the Employee Retirement Income Security Act of 1974, as amended,

NOW, THEREFORE, in consideration of the premises and of the mutual promises herein contained, the parties hereto agree as follows:

1. DEFINITION OF TERMS. Certain words and phrases are defined when first used in later paragraphs of this Agreement. In addition, the following words and phrases when used herein, unless the context clearly requires otherwise, shall have the following respective meanings:

a) 401(k) Plan. A retirement 401(k) profit sharing plan known as the California Micro Devices Corporation 410(k) Retirement Savings Plan (hereafter referred to as the “401(k) Plan”), attached hereto as Exhibit E, providing for elective deferrals and matching contributions which may be limited by restrictions to avoid discrimination in favor of highly compensated employees

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and the Employer desires to provide a supplemental deferral and matching contribution hereunder to the extent of such limitations; and

b) Accrued Benefit. The sum of all Employee Deferrals and Supplemental Compensation, as defined at paragraph 2., below, credited to the Employee’s Retirement Account and due and owing to the Employee or any designated beneficiaries pursuant to this Agreement together with Additions thereto calculated as set Forth in paragraph 3., hereof, minus any distributions made hereunder, and after giving affect to any Vesting Percentage applicable to Supplemental Compensation.

c) Affiliate. Any Company; partnership, joint venture, association, or similar organization or entity, the employees of which would be treated as employed by the Company under Section 414 (b) or 414 (c) of the Code.

d) Agreement. This Agreement, together with any amendments or supplements, thereto.

e) Board of Directors. The Board of Directors of the Company.

f) Code. The Internal Revenue Code of 1986, as amended or as it may be amended from time to time.

g) Compensation. Compensation shall be defined by the terms of the 401(k) Plan.

h) Change of Control. A change of control of the Company within the meaning specified in Section 280G of the Code.

i) Early Retirement Date. The date the Employee attains the age of forty-five (45).

j) Effective Date. The effective date shall be February 1, 1997

k) Election of Contribution. A written notice filed by the Employer with the Chief Financial Officer of the Company in substantially the form attached hereto as Exhibit A, specifying the Annual Supplemental Sum to be credited to the Employee’s Accrued Benefit

l) Election of Deferral. A written notice filed by the Employee with the Chief Financial Officer or Controller of the Company in substantially the form attached hereto as Exhibit A, Part 1, specifying the amount of Compensation to be deferred.

m) Fiscal Year. The taxable year of the Company.

n) Matching Contribution Deficiency. Defined at Exhibit A, Part 2.

o) Normal Retirement Date. The date the Employee attains the age of sixty-five (65).

p) Plan Year. The calendar year: provided however that the first Plan Year shall be a period beginning on the date of execution of this Agreement and ending on December 31 of the same calendar year

9) Retirement Account. Book entries maintained by the Company reflecting the Accrued Benefit after application of the Vesting Percentage; provided, however, that the existence of such book entries and the Retirement Account shall not create and shall not be deemed to create a trust of any kind, or a fiduciary relationship between the Company and the Employee, any designated beneficiaries or other beneficiaries under this Agreement. In determining the Retirement Account, the Accrued Benefit shall be multiplied by the Vesting Percentage set forth as Exhibit C hereto.

r) Survivor Benefit. The Survivor Benefit shall be an amount equal to the Accrued Benefit.

s) Vesting Percentage. The Vesting Percentage set forth at Exhibit C, representing the portion of the Accrued Benefit which is payable under the terms of this Agreement, based on Years of Service. The Vesting Percentage is credited on the last day of each Plan Year.

t) Years of Service. Year of Service shall be as defined under the terms of the 401(k) Plan provided that there shall be no requirement of a three-month or other waiting period prior to participation in vesting.

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2. DEFERRED COMPENSATION.

(a) Employee Deferral (Election of Employee).

Commencing on the Effective Date, and continuing through the date on which the Employee’s employment terminates because of his death, retirement, disability, or any other cause, the Employee and the Company agree that the Employee shall defer into his Retirement Account the amount set forth in the Election of Deferral, Schedule A, Part 1,which the Employee would otherwise be entitled to receive from the Company in each Fiscal Year of the Company.

The amount selected for deferral by the Employee pursuant to an Election of Deferral is referred to as the “Annual Deferral Sum”. The amounts of compensation actually deferred, taking into account discontinuance of deferral pursuant to a Notice of Discontinuance, are hereinafter collectively included as the “Deferred Amounts”. The Employee’s Deferred Amounts shall be credited to the Employee’s Retirement Account as of the dates such Deferred Amounts would, but for such deferral, be payable to the Employee.

The Employee may elect an Annual Deferral Sum hereunder by filing an Election of Deferral. The initial Election of Deferral must be filed within twenty (20) days of the Effective Date of this Agreement. Such initial Election of Deferral, if any, shall be effective commencing with the first day of the month after it is filed. Thereafter, an Election of Deferral must be filed at least twenty (20) days prior to the beginning of the Plan Year to which it pertains and shall be effective on the first day of the Plan Year following the filing thereof. The Employee may elect to defer a maximum Annual Deferral Sum of fifteen percent (15%) of Compensation for any Plan Year, reduced by deferral contributions under the terms of the 401(k) Plan for such Plan Year (or such other limitation on Deferral Contributions under the terms of the 401(k) Plan as it may be amended from time to time) of Compensation reduced by deferral contributions under the terms of the 401(K) Plan. The minimum Annual Deferral Sum, if any is elected, shall be no less than one percent (1%) of Compensation.

(b) Supplemental Deferral (Matching Contribution)

Commencing on the Effective Date, and continuing through the date on which the Employee’s employment terminates because of death, normal retirement, disability, or any other cause, the Employer may at the discretion of the Board of Directors, make an Election of Contribution, as defined at paragraph 4., below. While the amount of the Election of Contribution shall be determined at the sole discretion and in such manner as the Board of Directors determines from time to time, the initial policies and procedures for determination of the amount of such Election of Contribution is set forth at Part 2 of Exhibit A, which may be amended at any time. The amount credited pursuant to an Election of Contribution is referred to as the “Annual Supplemental Sum”. The sum of all Annual Supplemental Sums set forth on all Elections of Contribution for the Employee are hereinafter collectively referred to as the “Supplemental Compensation”. The Employee’s Supplemental Compensation shall be credited to the Employee’s Retirement Account as of the dates such Annual Supplemental Sum is approved, or otherwise stated to be credited by resolution of the Board of Directors of the Employer.

(c) Vesting

The Employee shall vest and have a nonforfeitable right to all amounts credited to his or her Retirement Account as Supplemental Compensation, and all Additions related thereto, in accordance with the schedule set forth at Exhibit C, attached hereto. For purposes of applying any vesting schedule, the Employee shall be considered as having a completed Year of Service for each complete year of full-time service with the Employer or an Affiliate, measured from the Employee’s first date of employment by the Company. To the extent that any Supplemental Deferrals credited to the Employee’s Retirement Account are not vested at the time such amounts are otherwise payable to the Employee hereunder, such amounts shall be forfeited.

3. ADDITIONS TO DEFERRED AMOUNTS AND AMOUNT OF SUPPLEMENTAL. The Company agrees that it will credit Deferred Amounts in the Employee’s Retirement Account with additions thereon (“Additions”) from and after dates Deferred Amounts are credited to the Retirement Account. Additions to Deferred Amounts shall accrue commencing on the date the Retirement Account first has a positive balance and shall continue up to the date that the Retirement Account has been reduced to zero. Additions shall be calculated as an amount (the “As If Rate”) equal to the yield that would be realized, including any dividends, interest, or other current yield, as well as any capital gain or loss based on an adjustment to fair market value on any date of calculation, as if hypothetically

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invested in whole or fractional shares in the assets set forth at Schedule 1 (the Calculation Assets), which may be changed at the sole discretion of the Employer, from time to time, The Employer shall have no obligation to actually acquire any of the Calculation Assets set forth at Schedule 1, and such return shall be only for purposes of calculating Additions to Deferred Amounts hereunder The Employee shall have no rights in or to any Calculation Assets set forth at Schedule 1, as provided elsewhere in this Agreement. The As If Rate shall be adjusted on the last day of each fiscal quarter of the Plan Year at the mean trading price of the Calculation Assets on such date or the first business date thereafter, as quoted in Barrons financial news publication, or in the absence of a quotation therein, in a similar publication or other authoritative valuation of the specified Calculation Assets. Any such designation of new Calculation Assets by the Employer must be in writing. For purposes of calculating Additions, it shall be assumed that the Calculation Assets is sold and the alternate Calculation Assets is purchased on the first business day following such revised designation by the Company.

Supplemental Deferrals and Additions related to Supplemental Deferrals are subject to the Vesting Schedules attached at Exhibit C. Each Supplemental Deferral shall be designated at the time of contribution as either: (1) a 401(k,) Equivalent Vesting Contribution, or alternatively, (2) a 10 Year Vesting Contribution, and such Supplemental Deferrals and related Additions shall be subject to the corresponding vesting schedule, based on such initial designation which shall be at the sole discretion of the Employer. Supplemental Deferrals may be so designated as to vesting either by completion of a schedule attached hereto or by so designating the vesting schedule of the Supplemental Deferral on the accounting books and records of the Employer. Employee Deferrals and related Additions to Employee Deferrals are not subject to any Vesting Schedule,

4. ELECTION TO MAKE CONTRIBUTION. The Company may make an Election of Contribution by action of the Board of Directors and set forth in a form of Election of Contribution as set forth at Exhibit A, Part 2 or such similar form of election as may be approved by the Board of Directors. Any Election of Contribution shall apply only to the amounts and years set forth in such. Election of Contribution and shall not require any subsequent contributions beyond those set forth in such Election of Contribution.

5. TERMINATION OF AGREEMENT. The Employer may at any time during the term of this Agreement, modify, suspend or terminate this Agreement in any manner or at any time. Such modification, suspension or termination may not reduce the Employee’s Retirement Account, but may alter modify, suspend or terminate future Annual Supplemental Sums and any other aspects of the Agreement.

6. (a) RETIREMENT BENEFIT. The Company agrees that, from and after the retirement of the Employee from the service of the Company upon reaching his or her Early Retirement Date or Normal Retirement Date, the Company shall thereafter pay as a retirement benefit (“Retirement Benefit”) to the Employee in the amount of the Employee’s entire Accrued Benefit in equal monthly installments for one hundred twenty (120) consecutive months, commencing on the first day of the calendar month immediately following the Employee’s retirement; provided however, that the Employee may, at his or her sole option make one election, prior to the time benefit payments begin, to receive the Accrued Benefit in his or her Retirement Account in a lump sum or equal monthly installment payments over a shorter period of sixty (60) months, to be designated by him in writing (by delivery to the Company of a completed Exhibit D, or similar statement) than would otherwise apply, or in a single payment. The election referred to in the preceding sentence must be made at least one year prior to the date benefit payments begin and shall be irrevocable. In the event of such election by the Employee, the first designated monthly payment or the single payment, whichever applies, shall be due and payable on the on the first day of the calendar month immediately following the Employee’s retirement. Monthly installment payments, if applicable, shall continue monthly thereafter, for the period designated by the Employee.

Notwithstanding the foregoing provisions of this paragraph 6(a), the terms of this paragraph shall be administered with respect to Retirement Benefits commencing on and after January 1, 2002, by substituting equal annual installments for 10 years (or 5 years, if applicable), wherever reference is made to equal monthly installments of 120 months (or 60 months, if applicable). Such annual installments shall be made as soon as practicable after the first day of the calendar year beginning on or after the date of the Employee’s Retirement. With respect to Retirement Benefits that have already commenced payment inthe form of equal monthly installments prior to January 1, 2002, the remaining installments to be made in any calendar year beginning on or after January 1, 2002 shall, instead, be made annually as soon as practicable after the first day of such calendar year in an amount that is equal to the total of the monthly installments that would have been made under the preceding provisions of this paragraph 6(a), as in effect prior to this amendment.

(b) ELECTION OF BENEFITS UPON RETIREMENT DATE. The Employee shall have the option, upon

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attaining his or her Early Retirement Date or Normal Retirement Date, to elect to receive his or her Retirement Benefit, notwithstanding or her continued employment with the Company after attaining the Early Retirement Date or Normal Retirement Date. The Employee’s election to receive his or her Retirement Benefit notwithstanding continued employment must be made in writing at least one year prior to Early Retirement Date or Normal Retirement Date, whichever applies. The Retirement Benefit payable upon election pursuant to this paragraph 6(b) shall be the amount that would have been payable had the Employee retired from service with the Company as of the Early Retirement Date or Normal Retirement Date, whichever applies. Any such election shall be irrevocable, and shall result in the termination of the Employee’s right to any further deferrals hereunder.

7. DISABILITY RETIREMENT. Notwithstanding any other provision hereof, the Employee shall be entitled to receive payments hereunder prior to his or her Early Retirement Date or Normal Retirement Date, whichever applies, in any case in which it is determined by a duly licensed physician selected by the Company that, because of ill health, accident, disability or general inability because of age, the Employee is no longer able, properly and satisfactorily, to perform his or her regular duties as an Employee. If the Employee’s employment is terminated pursuant to this paragraph 7., the disability retirement benefit payable hereunder (“Disability Retirement Benefit”) shall be that amount that would have been payable as a Retirement Benefit had the Employee attained his or her Normal Retirement Date on the date of the physician’s disability determination. The Disability Retirement Benefit payable under this paragraph 7. shall be distributed in accordance with the provisions of paragraph 6(a) as if the Employee had retired on the date of the physician’s disability determination.

8. (a) DEATH BENEFIT PRIOR TO COMMENCEMENT OF RETIREMENT BENEFITS. In the event of the Employee’s death while in the employment of the Company and prior to commencement of the Retirement Benefits or Disability Retirement Benefits, the Company shall pay as a survivor’s benefit the Employee’s entire Survivor Benefit in a single lump sum to the Employee’s designated beneficiary (the “Beneficiary”), in accordance with the last such designation received by the Company from the Employee prior to death. provided however, that the Beneficiary may elect to receive the Survivor Benefit in either ten (10) or five (5) annual installments, to be designated in writing by such Beneficiary. If no such designation has been received by the Company from the Employee prior to death said payments shall be made to the Employee’s then living spouse, if any, and if there is no such living spouse, then said payment shall be made to the living children of the Employee, if any, in equal shares, and if there is no surviving spouse or surviving children, then such payments shall be made to the estate of the Employee. Such payments shall be made on the first day of the second month following the Employee’s death.

(b)DEATH BENEFIT AFTER COMMENCEMENT OF BENEFITS. In the event of the Employee’s death after commencement of Retirement benefits, Normal Retirement Benefits, or Disability Retirement Benefits, but prior to the completion of all such payments due and owing hereunder, the Company shall pay the balance of the Accrued Benefit in a single lump sum the Employee’s designated beneficiary, in accordance with the last such designation received by the Company from the Employee prior to his or her death. If no such designation has been received by the Company from the Employee prior to death said payments shall be made to the Employee’s then living spouse, if any, and if there is no such living spouse, then said payment shall be made to the living children of the Employee, if any, in equal shares, and if there is no surviving spouse or surviving children, then such payments shall be made to the estate of the Employee. Such payments shall commence on the first day of the second month following the Employee’s death. At its sole option, the Company may pay the Employee’s entire Accrued Benefit as a single lump sum.

9. TERMINATION BENEFIT. In the event of either

(a) the Employee’s termination of employment with the Company before the Early Retirement Date for any reason, other than disability, retirement or death, or

(b) a Change of Control of the Employer,

the Company shall pay to the Employee, as compensation for services rendered prior to such termination, a single sum equal to the total Retirement Account (the “Termination Benefit”). The Termination Benefit shall be payable on the first day of the second month following the termination of the Employee’s employment with the Company.

10. HARDSHIP WITHDRAWAL. In the event the Employee suffers an unforeseen financial emergency, as defined hereafter, the Company may, if it deems advisable in its sole and absolute discretion, distribute to or utilize on behalf of the Employee as a hardship benefit (the “Hardship Benefit”) any portion of the Employee’s Retirement Account. The Company shall have exclusive authority to determine whether to make a hardship distribution, and the Company’s decision shall be final and binding on all parties. Any

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hardship distribution shall, like all distributions, reduce the amounts available for subsequent distributions and be deducted from the Retirement Account. The Employee shall apply for such a Hardship Benefit in writing in a form approved by the Company and shall provide such additional information as the Company shall require. For purposes of this Paragraph, “unforeseen financial emergency” means an immediate and heavy financial need caused by an unforeseable emergency, as described in Treasury Regulations Section 1.457-2(h) (4) and (5), defined as a severe financial hardship to the Employee resulting from a sudden and unexpected illness or accident of the Employee or a dependent of the Employee (as defined in Code Section 152(a)) of the participant, loss of the participant’s property due to casualty, or other similar extraordinary and unforeseable circumstances arising as a result of events beyond the control of the Employee. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but in any case, payment may not be made to the extent that such hardship is or may be relieved:

(1) Through reimbursement or compensation by insurance or otherwise,

(2) By liquidation of the Employee’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or

(3) By cessation of deferrals under this Agreement.

No distribution shall be made pursuant to this paragraph in excess of the amount of the immediate and heavy financial need of the Participant. The amount of the immediate and heavy financial need may include any amounts necessary to pay federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution, Any distribution under this paragraph shall reduce the Retirement Account.

11. SERVICE DISTRIBUTION. The lesser of either:

a) the “In Service Distribution Amount” designated by the Employee on a validly submitted Election of Deferral in the form set forth at Exhibit A, together with Additions related thereto, or

b) an amount equal to the Annual Deferral Sum for the Plan Year in which such In Service Distribution Amount is so designated, together with Additions related thereto,

c) the Accrued Benefit on the Distribution Date,

shall be distributed to the Employee in a lump sum on the In Service Distribution Date.

The In Service Distribution Date shall be the later of either: (a) the In Service Distribution Date set forth at Exhibit A, or (b) a date 36 months after the Election Date as defined in this Agreement. No In Service Distribution shall be effective unless it is elected on a Election of Deferral submitted and dated as provided at Exhibit A.

12. OFFSET FOR OBLIGATIONS TO COMPANY If, at such time as the Employee becomes entitled to benefit payments hereunder, the Employee has any debt, obligation or other liability representing and amount owing to the Company or an Affiliate of the Company, and if such debt, obligation or other liability is due and owing at the time benefit payments are payable hereunder, the Company may offset the amount owing it or an Affiliate against the amount of benefits otherwise distributable hereunden

13. BENEFICIARY DESIGNATION. The Employee shall have the right, at any time to submit in substantially the form attached hereto as Exhibit B, a written designation of primary and secondary beneficiaries to whom payment under this Agreement shall be made in the event of death prior to complete distribution of the benefits due and payable under the Agreement. Each beneficiary designation shall become effective only when receipt thereof is acknowledged in writing by the Company.

14. CLAIMS PROCEDURE. If any benefits become payable under this agreement, the Employee (or designated beneficiary in the case of the Employee’s death) shall file a claim for benefits by notifying the Company in writing. If the claim is wholly or partially denied, the Company shall provide a written notice within ninety (90) days specifying the reason for the denial, the plan provisions on which the denial is based, and additional material or information necessary to receive benefits, if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired.

If a claim is denied and a review is desired, the Employee (or designated beneficiary in the case of the Employee’s death) shall notify the Company in writing within sixty (60) days after receipt of a written notice of a denial of a claim. Such request for review shall be in writing and include any

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issues and comments, and requests for documents that the Employee believes are appropriate. The Company shall then review the claim and provide a written decision within sixty (60) days of receipt of a request for review. This decision shall state the specific reasons for the decision and shall include references to specific provisions on which the decision is based.

15. ASSIGNMENT OF RIGHTS. Neither the Employee nor any designated beneficiary shall have any right to sell, assign, transfer, or otherwise convey the right to receive any payments hereunder without the prior written consent of the Company.

16. NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed to be a contract of employment for any term of years, nor as conferring upon the Employee the right to continue to be employed by the Company, in any capacity. It is expressly understood by the parties hereto that this Agreement relates exclusively to discretionary supplemental compensation as set forth in this Agreement. This Agreement is not intended to be an employment contract, or to obligate the Company to make any contribution of an Annual Supplemental Sum, other than as approved at the discretion of the Board of Directors.

17. CONSTRUCTION OF AGREEMENT. Any payments under this Agreement shall be independent of, and in addition to, those under any other plan, program, or agreement which may be in effect between the parties hereto, or any other compensation payable to the Employee or the Employee’s designated beneficiary by the Company.

18. NO TRUST CREATED. Nothing contained in this Agreement, and no action taken pursuant to its provisions by either party hereto, shall create, nor be construed to create, a trust of any kind of a fiduciary relationship between the Company and the Employee, the Employee’s designated beneficiary, any other beneficiary of the Employee or any other person.

19. BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS; UNSECURED GENERAL CREDITORS STATUS OF EMPLOYEE. The payments to the Employee, the Employee’s designated beneficiary or any other beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Company; no person shall have nor acquire any interest in any such assets by virtue of the provisions of this Agreement. The Company’s obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that the Employee or any person acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company; no such person shall have nor require any legal or equitable right, interest or claim in or to any property or assets of the Company.

In the event that, in its sole discretion, the Company purchases an insurance policy or policies insuring the life of the Employee (or any other property) to allow the Company to recover the cost of providing the benefits, in whole, or in part, hereunder, neither the Employee, the Employee’s designated beneficiary, any other beneficiary nor any other person shall have nor acquire any rights whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner and beneficiary of any such policy or policies and, as such, shall possess and, may exercise all incidents of ownership therein. No such policy, policies or other property shall be held in any trust for the Employee or any other person nor as collateral security for any obligation of the Company hereunder.

20. AMENDMENT. This Agreement may not be altered, amended, or revoked except by a written agreement signed by the Company and Employee.

21. INTERPRETATlON. Where appropriate in this Agreement, words used in the singular shall include the plural and words used in the masculine shall include the feminine.

7

22. MISCELLANEOUS.

(a) The law of the Stare of California shall govern this Agreement.

(b) In the event of a material change in Federal or State laws applicable to this Agreement, the Company may, in the Company’s reasonable discretion, modify or terminate this Agreement. If the Company elects to terminate this Agreement, the Employee shall be entitled to receive the Retirement Account, as defined above.

(c) The Employer shall be deemed the Administrator of the Plan. The Employer and any representative that it chooses to assist it to carry out its responsibilities under the Plan shall have the maximum discretionary authority allowed by law to interpret, construe and administer the Plan, to make determinations regarding Plan participation, enrollment for benefits, to evaluate and determine the validity of benefit claims, and to resolve any and all claims and disputes regarding the rights and entitlements of individuals to participate in the plan and to receive benefits and payments pursuant to the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.

CALIFORNIA MICRO DEVICES CORPORATION, a California Corporation

By

(Witness)

(Witness)

ATTEST:

By

Secretary

By

Employee

8

CALIFORNIA MICRO DEVICES CORPORATION

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

Schedule 1, Calculation Assets

The Company agrees that it will credit Deferred Amounts in the Employee’s Retirement Account with additions from and after dates Deferred Amounts are credited to the Retirement Account at the “As If” rate specified in the Agreement. In determining the “As If” calculation under the agreement the Company will utilize the following Calculation Assets, subject to the terms of the Agreement.

INVESTMENT	Percentage
Paine Webber RMA, Money Market Portfolio	%
Putnam Income	%
P.W. Tactical Allocation	%
Oppenheimer Growth & Income	%
Putnam Voyager	%
Putnam OTC Emerging Growth	%
	100	%

California Micro Devices Corporation	Employee
By
Signature	Employee Signature
Name	Name
Date	Date

9

CALIFORNIA MICRO DEVICES CORPORATION

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

EXHIBIT A-(Part 1) ELECTION OF DEFERRAL

1. I acknowledge that the terms and conditions of the California Micro Devices Corporation Executive Deferred Compensation Agreement (“Agreement t’) have been explained to me, including the tax consequences of my decision to participate in the Agreement.

2. I agree to defer a portion of my current compensation, and to have that income paid to me at a later date pursuant to the terms and conditions of the Agreement, which is incorporated by reference, in its entirety, in this Election of Deferral Form.

3. I understand that this Election Form is not an employment agreement, does not guarantee that I will receive any predetermined amount of compensation, and does not guarantee that I will receive any bonus.

4. I understand that any compensation I defer will be held as an asset of California Micro Devices Corporation, and will remain subject to the claims of the general creditors of California Micro Devices Corporation

5. FICA and FUTA taxes are taken into account as if the deferred compensation amounts were earned on the last day of the Plan Year in which the related services are performed (rather than deferred). Since the 1993 Omnibus Budget Reconciliation Act repealed the dollar limit on wages subject to hospital insurance, effective for 1994 and later years, I understand that I will be required to pay such tax regardless of the amount of wages earned. Other such taxes will be payable to the extent that I have not exceeded the relevant wage ceilings.

ELECTION TO DEFER COMPENSATION

I hereby elect to defer (no less than 1% of Compensation, if any deferral is elected):

% of my future salary	Employee Initial
% of my incentive Bonus	Employee Initial

I understand that I may discontinue deferral of future compensation if notice is filed at least twenty (20) days prior to any 1st day of the first month, 1st day of the fourth month, 1st day of the seventh month, or 1st day of the tenth month of the Plan Year. Such Notice of Discontinuance shall be effective commencing with the lst day of the first month, 1st day of the fourth month, 1st day of the seventh month, or Ist day of the tenth month of the Plan Year following filing in writing the change I desire. I also understand that if I discontinue deferral of future compensation during the year, I cannot restart deferral until the beginning of the succeeding calendar year. The foregoing Election is voluntarily made by me after reviewing the terms of the Agreement and with knowledge that this Election is irrevocable until changed in accordance with the terms of the Agreement.

IN SERVICE DISTRIBUTION AMOUNT:

I hereby elect to receive a lump sum distribution on the In Service Distribution Date specified below in an amount equal to the lesser of the Accrued Benefit, or the In Service Distribution Amount, together with Additions related thereto.

IN SERVICE DISTRIBUTION AMOUNT:                         (An amount not in excess of the Annual Deferral Sum set forth on Part 1 of this Exhibit A)

IN SERVICE DISTRIBUTION DATE:                         (At least 36 months after Effective Date)

INSERVICE DISTRBUTION. The lesser of either: (a) the In Service Distribution Amount designated by the Employee on a validly submitted Election of Deferral in the form set forth at Exhibit A, Part 1, and related Additions, or (b) the Accrued Benefit, shall be distributed in a lump sum on the In Service Distribution Date. The In Service Distribution Date shall be the later of either: (a) the In Service Distribution Date set forth at Exhibit A, or (b) a date 36 months alter the Election Date defined by this Agreement. No In Service Distribution shall be effective unless it is elected on an Election of Deferral submitted as required by this Agreement.

This Election of Deferral is executed and agreed:

(Employee Signature)

(Print Name)

(Social Security Number)

	(Election Date)
(Date)

Agreed:

California Micro Devices Corporation

By:

(Date)

11

EXHIBIT A—ELECTION OF CONTRIBUTION (Part 2)

TO:

(NAME OF EMPLOYEE)

FROM: CALIFORNIA MICRO DEVICES CORPORATION

The Company hereby elects to contribute an amount equal to the Matching Contribution Deficiency, as defined below, and does credit such amount under the terms of the California Micro Devices Corporation, Defined Contribution Executive Deferred Compensation Agreement (the “Agreement”), as of the              day of             , 19            , on behalf of the Retirement Account of the above named Employee.

Matching Contribution Deficiency shall be an amount equal to the amount that would have been contributed for the benefit of the Employee under the terms of the 401(k) Plan by the Employer for the Plan Year as a Matching Contribution, as that term is defined in the 401(k) Plan agreement, determined as if the Employee Deferral described herein had been treated as an eligible contribution under the terms of the 401(k) Plan, but for the limit on eligible contributions as a result of the application of the actual deferral percentage(ADP) ratios of Section 401(k)(3)(A), or Section 401(m) of the Code, applicable to Highly Compensated Employees as defined at Section 414(q) of the Code, provided however, that the Matching Contribution Deficiency shall not exceed an amount that when added to any matching contribution under the terms of the 401(k) equals a sum equal to the maximum dollar amount of matching contributions available to other employees under the terms of the 401(k), determined without regard to limitations under 401(k)(3)(A) or 401(m) of the Code.

As of the Effective date of this Agreement the maximum dollar amount of matching contributions available to other employees under the terms of the 401(k), determined without regard to limitations under 401(k)(3)(A) or 401(m) of the Code was an amount equal to $             

California Micro Devices Corporation

BY                                                                 

Attached: Board of Directors Resolution

12

CALIFORNIA MICRO DEVICES CORPORATION,

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

EXHIBIT B- BENEFICIARY DESIGNATION

I.                         (Insert Employee’s name as it appears in the Agreement.)

II. The above-named Employee’s Revocable Beneficiary under the Executive Deferred Compensation Agreement is set forth below:

    1.    Employee’s spouse,                         , if living at Employee’s death, if not, such of the children of the marriage of the Employee and said spouse as shall be then living, equally.

    2.    Employee’s spouse,                         , if living at Employee’s death, if not, such of the Employee’s children as shall be then living, equally.

    3.    Such of the following children of the Employee as shall be living at the Employee’s death, equally:

    If this space is checked, and if paragraph 1, 2 or 3 is checked, then the living children of any deceased child designed shall take the share, divided equally, which such child would have if living.

    4.    Employee’s                         , if living at the Employee’s death, if not, Employee’s                          if then living, if not, Employee’s                          if then living. (Insert relationship to Employee and name.)

    5.    Such of the following as shall be living at the Employee’s death, equally:

Employee’s                                                                      

(Insert relationship to Employee and name.)

    6.    Employee’s                          if living at Employee’s death, if not, such of the following as shall be then living, equally:

Employee’s                                                                      

(Insert relationship to Employee and name.)

    7. Employee’s                                                              

(Insert relationship to Employee and name.)

    8.                                                   as trustee(s) or the successor trustee(s) under an Agreement dated                         , 19    , made by and between (the Employee) (                    ) and said trustee(s), as now existing or hereafter amended, or if said trust is not in existence at the Employee’s death, the executor(s) or administrator(s) of the Employee.

13

    9.    The trustee(s) or successor trustee(s) under the instrument probated as the Last Will and Testament of the Employee, or, if the Employee shall die intestate or shall leave a Will creating no trust, the executor(s) or administrator(s) of the Employee.

    10.    Employee’s executor(s) or administrator(s).

    11.                         , or its successors. (Insert Name and address of firm or organization.)

III. If any one of subparagraphs 1 through 7 of paragraph II above is applicable and if no individual beneficiary named is living at the Employee’s death, the Beneficiary shall be the executor(s) or administrator(s) of the Employee.

IV. This Designation of Beneficiary revokes all prior designations and shall be effective as of the date it is filed with the Company. The Employee retains the right to revoke this Designation of Beneficiary.

Dated at                         , State of                         , on                         , 19    .

(Signature of Employee)

Witness:

14

CONSENT OF SPOUSE

(Required in Community Property States)

I hereby consent to the designation of the above beneficiary(ies) to receive the benefits payable under the CALIFORNIA MICRO DEVICES CORPORATION, EXECUTIVE DEFERRED COMPENSATION AGREEMENT a the result of the death of the above Employee and waive any and all rights necessary to provide the payment of such benefits to such beneficiary(ies).

Dated at                             , State of                         , on                              19    

(Signature of Spouse)

Witness:

FILING ACKNOWLEDGEMENT

Filed with the records of the Company this      day of                         , 19    .

By

Title

16

EXHIBIT C

CALIFORNIA MICRO DEVICES CORPORATION,

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

VESTING SCHEDULE

The Vesting Percentage set forth below represents the portion of each Annual Supplemental Sum, together with related Additions, computed independently of other Annual Supplemental Sums, which is payable under the terms of this Agreement, based on Years of Service, and the age of the Employee. The Vesting Percentage is credited on the last day of each Plan.

Years of Service *	Cumulative Vesting Percentage
Less than 1	0	%
One	50	%
Two or more	100	%

EXHIBIT D

CALIFORNIA MICRO DEVICES CORPORATION,

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

DISTRIBUTION ELECTION

DISTRIBUTION ELECTION: This form must be completed no later than one year prior to the date beneflt payments begin. The Retirement Benefit will be paid in one hundred twenty (120) monthly installments, unless one of the following elections is made by the Employee.

Note: Early Retirement is considered after age 45

Normal Retirement is considered after age 65

Retirement: Upon retirement from the service of the Company, I wish to receive my Retirement Benefit in following form: CHECK (i) OR (ii), BUT NOT BOTH

            (i) lump sum;

            (ii) in 60 substantially equal monthly installments.

EMPLOYEE: ADDRESS:

DATE:                         

CMD DEFERRED COMPENSATION PLAN INVESTMENT CHOICES

* Paine Webber RMA, Money Market Portfolio seeks to provide as high a level of current interest income as is consistent with maintaining liquidity and stability of principal. It seeks to achieve these objectives by investing in a diversified portfolio of U.S. dollar-denominated money market instruments.

* Putnam Income Fund allocates assets across a variety of fixed-income market sectors, including but not limited to investment-grade corporate bonds, mortgage-backed securities, U.S. Treasuries, high-yield corporate bonds, and foreign bonds.

* P.W. Tactical Allocation Fund is for investors who want total return, consisting of long-term capital appreciation and current income, incorporating a systematic investment strategy that actively allocates assets between equity securities included in the S & P 500 Index, U.S. Treasury Notes and Bills and U.S. dollar-denominated foreign securities.

* Oppenheimer Quest Growth & Income Value Fund is a mutual fund that seeks to achieve a combination of growth of capital and investment income with growth of capital as the primary objective. by investing in securities that are believed to be undervalued in the marketplace and that offer the possibility of increased value.

* Putnam Voyager Fund invests in both smaller companies expected to expand overti me, and larger, more established corporations, which can provide you with an effective way to seek above-average growth. The fund is suited for aggressive growth investors who are willing to accept some price fluctuation.

* Putnam OTC Emerging Growth Fund allows you to seek growth from stocks of a variety of smaller companies, across many different sectors. Such diversification can help provide exposure to growth, while making returns less dependent on the performance of any single holding. Smaller stocks tend to have a high degree of volatility.

INVESTMENT COMPARISONS

Deferred Cornpensation Plan		401(k)Plan
	Money Market
1. PW RMA Money Market		1. Mitchell Hutchins Money Mark
	Both are Painewebber General Money Market Funds.
	Fixed Income Fund
2. Putnam Income		2. Conservative Bond
(Beta 1.05, R square 96)		(Beta 1.05, R square 92)
	Both funds have a conservative style.
	Balanced Fund
3. P.W. Tactical Allocation		3. Balanced Asset
(Beta .96, R square 85)		(Beta 1.00, R square 100)

These funds utilize an active asset allocation format.

18

	Stock Fund
4. Oppenheimer Growth & Income		4. Core Equity
(Beta .85, R square 68)		(Beta.88, R square 90)

These funds focus on conservative, large cap stocks.

	Mid Cap Fund
5. Putnam Voyager		5. Strategic Growth
(Beta 1.07, R square 65)		(Beta 1.39, R square 69)

These funds concentrate on high growth mid cap stocks.

	Small Cap/Aggressive Fund
6. Putnam OTC Emerging Growth		6. Emerging Growth
(Beta 1.59, R square 81)		(Beta 1.03, R square 90)
Based on the Wilshire 4500		Based on the Lipper Sm Cap Ind

Both funds target the emerging small cap market.

19

CALIFORNIA MICRO DEVICES CORPORATION

Executive Deferred Compensation Plan

PARTICIPANTS—Please take this quiz to help you with your Deferred Comp investment selections.

ASSET ALLOCATION QUIZ

Strongly Disagree<                                                                 > Strongly Agree

1                        2                         3                        4

		SCORE
1.	Earning a high return that will allow my account to grow faster than the inflation rate is one of my most important objectives.
2.	I do not require a high level of income (conservative) investments at this time.
3.	My investment goals are relatively long term.
4.	I am willing to tolerate sharp up and down swings in the return on my investments in order to seek a potentially higher return than would normally be expected from more stable investments.
5.	I am willing to risk a short term loss in return for a potentially higher long term rate of return.
6.	I will not need to use my retirement savings for many years.
	TOTAL SCORE

SCORE	MONEY MARKET		PUTNAM INCOME		P.W. TACTICAL ALLOCATION		OPPENHEIMER GROWTH & INCOME		PUTNAM VOYAGER		PUTNAM OTC
25-30	10	%	0	%	30	%	20	%	20	%	20	%
19-24	5	%	15	%	40	%	20	%	10	%	10	%
13-18	5	%	25	%	40	%	20	%	10	%	0	%
7-12	5	%	35	%	50	%	10	%	0	%	0	%
6	10	%	55	%	30	%	5	%	0	%	0	%

* The above is only a suggestion, final investment decisions are left to the Individual”

20

AMENDMENT TO THE

CALIFORNIA MICRO DEVICES CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, the Company maintains the California Micro Devices Corporation Executive Deferred Compensation Plan (the “Plan”) for certain executive employees under the terms of individual executive deferred compensation agreements between said employees and the Company (the “Agreement” or “Agreements”); and

WHEREAS, the Company is desirous of modifying the form of payment under each of the Agreements to provide greater flexibility to the Employee and to ease the administration of the Plan;

NOW THEREFORE, the Agreement between the Company and the executive employee indicated on the signature line below is amended, effective January 1, 2002, as follows:

1. The fourth sentence of the third paragraph of text in paragraph 2(a) of the Agreement is amended to read as follows:

“The Employee may elect to defer a maximum Annual Deferral Sum of fifteen percent (15%) of Compensation for any Plan Year, reduced by deferral contributions under the terms of the 401(k) Plan for such Plan Year.”

2. Paragraph 6(a) of the Agreement is amended by the addition of the following at the end thereof:

“Notwithstanding the foregoing provisions of this paragraph 6(a), the terms of this paragraph shall be administered with respect to Retirement Benefits commencing on and after January 1, 2002, by substituting equal annual installments for 10 years (or 5 years, if applicable), wherever reference is made to equal monthly installments of 120 months (or 60 months, if applicable). Such annual installments shall be made as soon as practicable after the first day of the calendar year beginning on or after the date of the Employee’s Retirement. With respect to Retirement Benefits that have already commenced payment in the form of equal monthly installments prior to January 1, 2002, the remaining installments to be made in any calendar year beginning on or after January 1, 2002 shall, instead, be made annually as soon as practicable after the first day of such calendar year in an amount that is equal to the total of the monthly installments that would have been made under the preceding provisions of this paragraph 6(a), as in effect prior to this amendment.”

IN WITNESS WHEREOF, the parties hereto have executed this amendment on the            day of            , 2002.

CALIFORNIA MICRO DEVICES CORPORATION
By:		By:
	Title	[Name of Employee]

EX-10.12

EXHIBIT 10.12

CONFIDENTIAL TREATMENT REQUESTED

WAFER MANUFACTURING AGREEMENT

Introduction

This Wafer Manufacturing Agreement (this “Agreement”) is entered into by and between California Micro Devices Corporation, a corporation formed under the laws of, and with a place of business and office in, California USA (“CAMD”), and Advanced Semiconductor Manufacturing Corporation of Shanghai, a corporation formed under the laws of, and with an office and place of business in, the Peoples Republic of China (“ASMC”), effective upon the later of the dates (the “Effective Date”) it is signed by a representative of each party under Authorized Signatures below.

Background

A.    CAMD markets and sells worldwide semiconductors which it designs and makes in Milpitas California and Tempe Arizona using proprietary processes.

B.    ASMC manufactures semiconductors for third parties with its plants located in Shanghai, China.

C.    CAMD desires to have a third party with a lower cost structure make the semiconductors CAMD has designed using processes specified by CAMD.

D.    CAMD has retained ASMC to make certain of its semiconductors and both parties have been pleased with their relationship to date and wish to expand it.

E.    ASMC currently does not have certain know-how needed to make the type of semiconductors CAMD has designed but, if trained in such know-how, believes it would be able to make such semiconductors in its facilities. For example, ASMC has never made any semiconductors using Tantulum Nitride.

F.    Worldwide, there is excess capacity to make the type of semiconductors CAMD has designed; ASMC typifies this and currently has excess capacity which CAMD is willing to utilize.

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

1

CONFIDENTIAL TREATMENT REQUESTED

G.    Historically, semiconductor capacity has been cyclical and CAMD wishes to ensure that when semiconductor capacity gets scarce, ASMC will allocate capacity to CAMD and not raise prices, to which ASMC is willing to commit.

Agreement

Based upon the facts and premises in the Background above, which are hereby conclusively presumed to be true and correct, and the mutual promises below, CAMD and ASMC hereby agree as follows:

1. Capacity, Forecasts, and Orders

a. Long-Term Capacity

Every December and June, officers of ASMC and CAMD will schedule a meeting to discuss, in the case of ASMC, its current allocated and unallocated capacity and its forecast for such capacity for the next ** months and, in the case of CAMD, its current development plans and demand forecasts for the next ** months. The parties will work together so that CAMD treats ASMC as a preferred third party manufacturer and ASMC treats CAMD as a preferred customer. In these regards, ASMC agrees that if at any time its unallocated capacity on its **” or **” lines is expected to become less than ** percent (**%) during the next ** months, then ASMC will so notify CAMD and allow CAMD priority to utilize such capacity. If at the end of a calendar year, CAMD has ordered less than it had forecast and ASMC has purchased excess raw wafers in anticipation after consultation with CAMD, then CAMD will, upon request of ASMC, purchase such raw wafers from ASMC. Notwithstanding the foregoing, ASMC shall reserve capacity for CAMD which is adequate to cover future orders being at the same level as orders during the prior twelve months (or during the term of this Agreement, if shorter) excluding from such calculation the first three months of this Agreement while orders are ramping up.

b. Short-Term Forecasts

In the ** week of each month, CAMD will supply ASMC with a non-binding forecast with a +/-**% variation of its demand for wafer starts during the following six months. ASMC will respond within the following five (5) business days as to whether it has the capacity to meet such forecast. If ASMC responds that it has adequate capacity, then it will reserve such capacity for CAMD. It is expected that ASMC will have adequate capacity unless both (1) ASMC has notified CAMD that it has less than ** percent (**%) unallocated capacity and (2) CAMD increases its short-term forecast more than **% over both (a) its prior purchase order and (b) long-term forecast.

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2

CONFIDENTIAL TREATMENT REQUESTED

c. Orders

Once CAMD has received ASMC’s response, CAMD will place a purchase order for wafer starts covering that portion of the next ** weeks which was not covered by prior CAMD purchase orders. ASMC shall accept each CAMD order which is consistent with the forecast to the extent ASMC had responded that it had adequate capacity.

All purchase orders issued by CAMD shall reference this Agreement. The terms and conditions of this Agreement shall exclusively govern the purchase and supply of wafers hereunder and shall override any conflicting, amending and/or additional terms contained in any pricing agreement, CAMD purchase order, CAMD acceptance documents or ASMC’s acknowledgement documents. No variation or addition to the terms and conditions contained in this Agreement shall be binding unless agreed in writing between the authorised representatives of the parties.

CAMD’s purchase order shall contain the CAMD product code, ASMC product code if different, quantity of wafers required, requested start dates for such wafers, wafer unit costs, a statement as to whether unprobed or probed wafers are required and other purchase requirements.

d. Cycle Time

ASMC will report weekly to CAMD on the wafer starts during the prior week. If ASMC is more than ** business days late in starting any wafer, then ASMC will immediately notify CAMD who may elect to cancel or reschedule the order. ASMC’s wafer fabrication cycle time will not exceed more than ** working days per photomask layer, plus one day for wafer start and one day for wafer delivery from the fab to the warehouse. Thus, if a CAMD product has four photomask layers, then the guaranteed fab cycle time will be no more than ** days. If the cycle time takes longer, then ASMC will notify CAMD who may put the order on hold if it chooses.

e. Terms and Conditions

The terms and conditions specified in this Agreement shall govern each order and acceptance. Any pre-printed terms and conditions shall be ignored. Only those terms on the front of a purchase or sales order governing matters such as quantity, price, wafer start date, and packing and shipping instructions shall be binding on the parties. As provided in Section 7, the parties expressly agree to be bound by the UN Convention on Contracts for the International Sale of Goods. In the event that CAMD requests from ASMC a non ASMC standard packing method, then CAMD must document those requirements to ASMC. ASMC will attempt to accommodate CAMD’s special requirements and may adjust price to reflect the additional cost of such requirements.

f. Lot size

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3

CONFIDENTIAL TREATMENT REQUESTED

CAMD shall use commercially reasonable efforts to make orders for a minimum of 24 wafers per lot for **” or **” wafers. ASMC reserves the right to levy additional charges if wafer lot sizes are less than 24 wafers for **” or **” wafers in which case ASMC would propose such additional charges in its order acknowledgement/acceptance for CAMD to accept or reject. CAMD may start up to two lots a week of **” wafers with lot size of 24 wafers without any surcharge. Any additional weekly lots of **” wafers of less than 49 wafers will incur a surcharge of 30%.

2. Pricing

a. Price Determination.

The prices for those products currently manufactured by ASMC are shown on Exhibit A. ASMC and CAMD agree that these prices shall be fixed until December 31, 2002, except as provided in Sections 2c and 2e below, unless the parties otherwise agree. Thereafter, it is anticipated that prices will be set during December and fixed for the following year pursuant to Section 2d. All prices and payments and charges will be in US dollars. All prices include all taxes, export duties, and other charges imposed by the People’s Republic of China (“PRC”) and any local governments in the PRC but exclude all taxes, import duties, and other charges imposed by the United States of America (“USA”) and any local governments in the USA.

b. Future Products.

Whenever CAMD wishes ASMC to manufacture a new product with a new process technology the parties shall agree upon the pricing for such product and how long such price shall be fixed. Pricing for new products made with the existing process technologies will be determined per Exhibit A based upon the wafer cost and the number of layers; however, the parties will agree on an expected yield of die per wafer for such new product. The expected yield will be based upon commonly used criteria in the semiconductor industry such as die size and defect levels.

c. Price a Function of Yield.

Unless otherwise agreed by the parties, pricing will be based upon the net die per wafer yield resulting from the use of CAMD specified test procedures. As described above in Section 2b, the initial die per wafer expected will be based upon the commonly used criteria in the semiconductor industry such as die size and defect levels. CAMD, as needed, will work with ASMC to assist in obtaining the desired yields. The final die per wafer yield will be established after three (3) months of manufacturing experience and Exhibit A will be amended accordingly. Thereafter, within two weeks after each calendar quarter, the parties will determine whether ASMC has equaled or exceeded this yield, in which case ASMC will be eligible for a yield

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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improvement bonus under Section 2e below, or whether ASMC has fallen short, in which case CAMD shall receive the following credit. For each semiconductor product, the credit shall equal the product of the price shown on Exhibit A times the number of wafers for that product purchased during the prior calendar quarter times the ratio of the actual die per wafer yield to the expected die per wafer yield shown on Exhibit A.

d. Price Adjustments.

In the Section 2a pricing meetings the parties shall agree whether to adjust the price upward or downwards. For a given process, it is anticipated that the wafer price will decline over time consistent with overall industry trends.

It is anticipated that the parties will agree upon prices that yield reasonable profit to ASMC and yet result in as low a price as possible to CAMD so that CAMD and its products are competitive in the market which will result in more demand for CAMD and ASMC. ASMC shall share cost information with CAMD on each CAMD product. If the parties cannot agree on prices, then the current prices shall remain in effect for another ** months or else the parties will attempt to retain a mediator to assist them to reach agreement.

e. Yield Improvement Bonus.

The parties agree to work together to improve yield. ASMC will provide product and process engineering support and CAMD will assist as requested. The benefits from any improvement in yield will be divided equally among the parties. During the last week of every July and January, the parties shall evaluate whether there should be a yield improvement bonus payable to ASMC based upon yield improvements during the six months then ended. In these regards, as further described in Exhibit B, CAMD would pay ASMC a bonus so that the parties will have split equally any benefit accruing during such six months from an actual yield that was higher than the expected yield.

f. Engineering / Pilot / Qualification Lot Fee

The lot size of Engineering / Pilot / Qualification lot shall no less than 12 wafers per lot and ASMC will impose a 50% surcharge on the production wafer price. ASMC will offer one mask split change without additional charge.

g. Hot Lot Service Fee

If a CAMD order requires cycle time acceleration, then ASMC may impose an expediting surcharge of up to fifty percent (50%). ASMC would ASMC would propose any such surcharges in its order acknowledgement/acceptance for CAMD to accept or reject.

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3. Testing, Shipping, and Acceptance

a. Testing by ASMC.

ASMC will inspect and test all wafers prior to their shipment to CAMD. If more than two-thirds of the wafers in any lot fail the test, then ASMC will reject the entire lot and inform CAMD and await instructions for disposition. The test will be a test of the electrical parameters by determining whether three out of five PCM sites on the wafer pass the specifications set by CAMD and if visual defects will make wafers not yield as specified. If more than 50% of the wafers in any lot fail and CAMD provides a compelling reason, then ASMC will reject the entire lot.

b. Shipping.

Once wafers have passed the Section 3a tests, then ASMC will notify CAMD. CAMD will then pay ASMC in US dollars by wire transfer within thirty (30) days to an account specified by ASMC. CAMD shall bear any bank charges outside of the PRC. Any late payments shall be subject to finance charges of one and one-half percent (1.5%) per month and ASMC may hold up future shipments until its account is brought current. Within one (1) business day of notifying CAMD, ASMC will ship the wafers to CAMD, in such packing as specified by CAMD, using Federal Express or such other method as specified by CAMD. CAMD will be responsible to insure the shipment. ASMC may make partial shipments but shall request CAMD approval for a partial shipment of less than one-third of the order. The delivery term is FCA Shanghai airport, meaning that CAMD will be responsible for any freight, insurance, and non-ASMC handling charges associated with the shipment of wafers as well as taxes, import duties, and other charges imposed by the USA as provided in Section 2a. All shipments will be accompanied by written documentation showing the test results. ASMC will monitor CAMD’s payment performance and if CAMD’s payment performance is not in accordance to the thirty days (30) condition, then ASMC has the right to change the payment terms to COD.

c. Acceptance and Warranty

(i) ASMC Testing

ASMC will manufacture wafers to conform with the CAMD-specified acceptance criteria. Prior to delivery, ASMC shall perform on each lot of wafers manufactured, the tests specified in the acceptance criteria. ASMC will deliver only wafers which meet the acceptance criteria, unless CAMD waives such obligation in writing.

(ii) Effect of Acceptance Test Failure.

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If ASMC discovers that the wafers do not meet any one of the acceptance criteria, ASMC shall as soon as reasonably possible effect the rectification or replacement of the wafers.

(iii) CAMD Acceptance

CAMD will have fourteen (14) days after receipt of the shipment from ASMC to notify ASMC of any discrepancies in quantity and mix of wafers received from ASMC. CAMD will have ** months from the delivery date of the wafers to perform acceptance testing on the wafers based on wafer sort. CAMD will have remedies for the wafers, or the die resulting from the wafers being cut and mounted or packaged, being non-conforming for ** from the delivery date of the wafers due to reliability issues.

Warranty Limitations

ASMC shall have no liability and shall not be obliged to accept the return of wafers after the relevant period of two months or one year, as the case may be. In addition, ASMC shall be under no liability for defects in the wafers caused by persons other than ASMC, including, static discharge, abnormal working conditions, accident, wilful damage, abuse, misuse, neglect, improper installation, repair or alteration by persons other than ASMC, improper testing and/or improper storage and/or improper handling or use contrary to any instructions issued by ASMC which are in keeping with generally accepted industry practices. Further, ASMC shall be under no liability for any parts or materials it has not manufactured.

(iv) Duties as to Defective Wafers

ASMC shall have the discretion to decide whether or not to conduct failure analysis on the wafers returned by CAMD, and if such failure analysis is conducted, ASMC will, at CAMD’s request, provide CAMD with copies of the results of such analysis. If ASMC’s failure analysis determines that the defects are due to causes other than the causes specified in Section 3c(iv) above, then CAMD may at its option elect for either a full credit (or refund if the Agreement has been terminated) for the purchase price paid for such wafers, or ASMC’s replacement of the defective wafers returned to ASMC. If CAMD elects for the replacement of defective wafers, the manufacture of such wafers shall have high priority on ASMC’s production schedule.

(v) Sole Warranty For Defects

THE FOREGOING STATES ASMC’S ENTIRE LIABILITY, WHETHER IN CONTRACT OR IN TORT FOR DEFECTS IN WAFERS. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS RELATING TO DEFECTIVE PRODUCTS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF

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DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW AND ASMC SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

d. Component Vendors

CAMD shall qualify the supplier of wafers to ASMC and the suppliers of major equipment and chemicals. Thereafter, such suppliers may not be changed without ninety (90) days prior notice so that CAMD may qualify the proposed new supplier.

e. Production Halts

CAMD may at any time request ASMC to halt the manufacture of wafers still in-process and ASMC shall effect production stoppage. The manufacture of Wafers shall remain on hold pending written directions from CAMD.

If CAMD decides to cancel its order for wafers after ASMC has begun to process the raw wafers, CAMD shall pay to ASMC a cancellation fee based on the formula set out in Exhibit D.

ASMC shall re-start the manufacture of Wafers within a reasonable time after receipt of CAMD’s written request, subject to CAMD’ s agreement to bear all expenses incurred by ASMC in production stoppage and re-start. ASMC will make no commitments of yield, reliability and conformance with the acceptance criteria in respect of Wafers stopped in-process (a) more than one time regardless of the number of days of stoppage, or (b) if the stoppage lasts for more than 30 days.

2. Know-How Transfer and Intellectual Property.

a. Know-How Transfer.

CAMD will transfer to ASMC the necessary know-how and information for ASMC to run CAMD’s processes and make CAMD products and the necessary reticles or masks to make CAMD’s products, with responsibility as per Exhibit C. Should ASMC damage a reticle or masks, then ASMC shall replace such reticle or masks at its expense with CAMD’s assistance as required. All such information is agreed to be proprietary to CAMD and shall be treated as Confidential Information regardless of its labeling. Other information of the parties shall be deemed Confidential Information if so labeled if disclosed in writing or, if disclosed orally, is said to be confidential at the time and a follow-up writing describing such information and its confidentiality is provided within thirty (30) days of disclosure ASMC agrees not to use CAMD Confidential Information in connection with making semiconductors for any person

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other than CAMD without CAMD’s express written consent. The parties agree maintain each other’s Confidential Information in confidence using the same degree of care they use for their own confidential information, but in no event less than reasonable care. In these regards, the parties agree not to disclose such Confidential Information except to employees and independent contractors with a need to know who have written agreements requiring them to retain such information in confidence and not to use such information other than for the party’s authorized purpose. The foregoing shall not apply to information which otherwise would be treated as Confidential Information (1) if such information is or becomes publicly available other than through acts of the receiving party, (2) is rightfully disclosed to the receiving party by a third party without restriction on use or disclosure or (3) is previously known by the receiving party and the receiving party so communicates to the disclosing party within thirty (30) days of its receipt of such information. Each party agrees that the other party would be irreparably damaged by the improper disclosure or prohibited use of such party’s Confidential Information and therefore consents to an arbitrator under Section 8g having the authority to enjoin or prohibit each party from making or continuing such improper disclosure or prohibited use.

b. Intellectual Property

To the extent that the CAMD products or process are covered by patents, copyrights, mask works, or other intellectual property, CAMD grants to ASMC the personal and non-transferable non-exclusive license under such intellectual property to manufacture semiconductors for sale only to CAMD. To the extent that ASMC makes any inventions or comes up with ideas which are improvements to CAMD’s products or processes, ASMC agrees to promptly disclose such inventions and ideas to CAMD and CAMD is hereby granted a non-exclusive license, with right to grant sublicenses, to use such inventions and ideas to design, make, have made, use, and sell semiconductors. CAMD may register any patents, copyrights, mask works, or other intellectual property rights pertaining to CAMD products or processes in the PRC and ASMC shall cooperate as reasonably requested by CAMD and shall not make any such registrations absent the prior written consent of CAMD.

3. Term and Termination

This Agreement shall have a term commencing on the Effective Date. Beginning on June 30, 2004, this Agreement may be terminated by either party for convenience upon at least eighteen (18) months prior notice. Thus, this Agreement shall have a term of at least four years, unless terminated for cause. This Agreement may be terminated upon notice for cause by ASMC if CAMD is in breach of an obligation to pay for products, other than due to products for which there are bona fide disputes on acceptance, yield, or quality, and such breach has lasted for thirty (30) days after ASMC notified CAMD of such breach. Otherwise, either party may terminate this Agreement for cause upon notice if the other party has breached a material provision of this

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Agreement and not cured such breach within the following ninety (90) days. Any notice of termination for failure to cure a breach must be given within sixty (60) days of the end of the cure period or else a new notice of breach must be given. If this Agreement is terminated other than by CAMD for cause, then CAMD shall be financially responsible for any unused materials purchased by ASMC for the exclusive use in CAMD products if such material was originally purchased in support of CAMD’s demand forecast covering the upcoming three (3) months; provided, however, that ASMC will process such materials into wafers if requested by CAMD as though this Agreement remained in effect.

4. CAMD Personnel On-Site.

CAMD may have one or more representative on site at ASMC to visit the fab and test facilities and to assist with technology transfer issues; such representative may if he or she wishes witness the testing of the wafers. ASMC will provide to such representative, or to CAMD in California if there is no on-site representative, process and electrical test yield results; current process specifications and conformity to specifications; calibration schedules and logs for equipment; environmental monitor information for air, gases, and water; documentation of operator qualification and training; documentation of tracability through CAMD’s operation; CAMD process verifications information; and CAMD trouble reports.

5. Choice of Law

This Agreement shall be governed by and construed under the 1980 United Nations Convention on Contracts for the International Sale of Goods (the “Convention”), or, to the extent that the Convention does not settle the rights and obligations of the parties, the laws of Hong Kong, excluding that body of law governing choice of law.

6. Miscellaneous

a. Language.

This Agreement has been made in English language and all documents and communications between the Parties hereto shall be in English language.

b. Survival

All terms and conditions destined to survive the term of this Agreement shall survive.

c. Entire Agreement

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The terms and conditions contained in this Agreement and its exhibits constitute the entire agreement between the parties with respect of its subject matter and shall supersede any and all prior communications, representations, agreements and/or understandings, either oral or written, between the parties with respect to such subject matter. No agreement or understanding varying or extending the terms and conditions contained in this Agreement and its exhibits shall be binding upon either party hereto unless made in writing and signed by duly authorized representatives of the parties.

d. Interpretation

If any provision of this Agreement is held invalid, illegal or unenforceable under a given circumstance, such provision will be reformed only to the extent necessary and in such a manner to effect the original intention of the parties under such circumstance; such provision to continue to apply unreformed under other circumstances and all remaining provisions continue unchanged in full force and effect. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions. This Agreement shall be construed as though it was prepared by both parties.

e. Waiver

Any failure by either party to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent default or breach of the same or a different kind. Waiver of any breach of any provision of the Agreement must be in writing signed by an officer of the party affected and such waiver shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

f. Notices

Notices under this Agreement must be in writing and will be deemed given when delivered personally, when sent by email or facsimile (with confirmation of receipt), or when sent by international courier service (with fees prepaid and confirmation of receipt requested). Notices will be addressed to the parties at the addresses appearing below under Authorized Signatures, but each party may change the address by written notice in accordance with this Section 8f.

g. Dispute Resolution

The parties shall exercise all commercially reasonable efforts to settle between themselves in an amicable way any dispute which may arise out of or in connection with this Agreement. Should a dispute nonetheless arise, the parties desire to avoid the burdens and delay

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that often accompany traditional litigation to the maximum extent possible and, therefore, agree that any dispute, controversy or claim concerning or relating to this agreement (a “Dispute”), shall be resolved in the following manner:

(i) Negotiations.

The parties shall use all reasonable efforts to resolve the Dispute through direct discussions. The senior management of each party commits itself to respond promptly to any such Dispute. Within twenty (20) days of written notice that there is a Dispute, the parties shall meet in Hong Kong or some other location mutually agreeable to the parties or confer by telephone in an effort to reach an amicable settlement and to explore alternative means to resolve the dispute expeditiously (e.g., mediation).

(ii) Arbitration

If the Dispute, has not been resolved as a result of the procedure in subsection (i) above or otherwise within sixty (60) days of the initial written notice that there is a Dispute (or such additional time to which the parties may agree), the matter shall be resolved by final and binding arbitration in accordance with the rules of the World Intellectual Property Organization. The place of arbitration shall be in Hong Kong, using the facilities of the Hong Kong International Arbitration Centre if possible. There shall be three arbitrators, each of whom shall be neutral, independent and impartial. The language of the arbitration shall be English. Judgment on an arbitral award may be entered by any court of competent jurisdiction, or application may be made to such a court for judicial acceptance of the award and any appropriate order including enforcement. The prevailing party in the arbitration shall be entitled to its costs and reasonable attorneys fees. The award (including legal fees) rendered by the arbitrator(s) shall (a) set forth findings of fact and conclusions of law; (b) be supported by substantial evidence; (c) correctly apply the Convention or Hong Kong law, as the case may be; and (d) provide only the remedies that would otherwise be available pursuant to a judicial proceeding in Hong Kong.

(iii) Requirements for Award

Within thirty (30) days after the last day of the arbitration proceeding, the arbitrator(s) shall deliver to the parties and their counsel a draft of the proposed award, including proposed written findings of fact and conclusions of law. Within fifteen (15) days following the delivery of such draft, the parties may deliver written comments to the arbitrator(s), a copy of which comments shall be sent to the other parties and their counsel. Within thirty (30) days after the fifteen-day comment period, the arbitrator(s) shall make a final award, including written findings of fact and conclusions of law.

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(iv) Enforcement of Award

Provided that the arbitration award sets forth findings of fact and conclusions of law, and the arbitrator(s) have complied with the procedures set forth in subsection (iii) above, such award shall be binding and final, except as otherwise provided by Hong Kong law, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. A FAILURE BY THE ARBITRATORS TO MAKE FINDINGS OF FACT AND CONCLUSIONS OF LAW SHALL BE DEEMED TO RENDER THE AWARD NON-BINDING, AND SHALL BE GROUNDS FOR OVERTURNING THE AWARD. THE PARTIES SPECIFICALLY AGREE THAT IF THE AWARD DOES NOT SET FORTH FINDINGS OF FACT AND CONCLUSIONS OF LAW, OR IF THE ARBITRATOR(S) DO NOT FOLLOW THE PROCEDURES SET FORTH IN SUBSECTION 8g(iii) ABOVE, THE AWARD SHALL BE NON-BINDING.

Either party may petition any court of competent jurisdiction to vacate, confirm or modify any award in respect of intellectual property rights where the arbitrator(s) findings of fact are not supported by substantial evidence or the arbitrator(s)’ conclusions of law are erroneous.

(v) Obtaining Information

If one or more of the parties desires to obtain information from the other in order to prepare for the arbitration hearing, the parties shall attempt in good faith to agree on a plan for such an exchange as may be strictly necessary yet expeditious (e.g., obtaining documents, and the like). Should the parties fail to reach agreement, any party may request that a joint conference be held in person or by telephone with the arbitrators to explain points of agreement and disagreement. The arbitrators shall thereafter promptly determine the scope of and time allowed for any such information exchange as is permitted by such commercial rules, except that in no event shall a party be prohibited against its desires from the following discovery: five (5) depositions of one (1) day each, of which no more than three (3) may be of employees of the other party; two (2) sets of interrogatories comprising a total of thirty-five (35) questions; two (2) sets of requests for admissions comprising a total of ten (10) requested admissions; and two sets of document requests asking for documents relevant to the Dispute.

(vi) Continuing Duties

Each party is required to continue to perform its obligations under this Agreement, including without limitation the obligations under Section 4.

(vii) Terms of Agreement Control

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In the event of any inconsistency or discrepancy between the procedural matters set forth in this Agreement and the above-referenced commercial arbitration rules, the provisions of this Agreement shall control. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law.

(viii) Court Relief

Notwithstanding any of the foregoing, CAMD may request injunctive and/or equitable relief either from the arbitrator or from a court of competent jurisdiction in order to protect its rights or property, including without limitation for breach of the confidentiality obligations, use restrictions, and scope of license limitations under Section 4.

h. Assignment

ASMC shall not transfer or assign this Agreement and its rights or obligations under this Agreement, including by merger, without CAMD’s prior written consent. CAMD shall have the right to transfer or assign this Agreement and its rights or obligations under this Agreement to any person or entity acquiring all or substantially all of the assets or stock or CAMD, whether by merger or otherwise. Any attempted assignment in violation of this Section 8h will be void. This Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

i. Facsimile and Counterpart Signatures

This Agreement may be executed by facsimile and in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Authorized Signatures

In order to bind the parties to this Manufacturing Agreement, their duly authorized representatives have signed their names below on the dates indicated.

Advanced Semiconductor Manufacturing Corporation Of Shanghai	California Micro Devices Corporation
By	By
Title:	Title:

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Date Executed:	Date Executed:
Address:	Address:
Fax Number:	Fax Number:
Email Address:	Email Address:

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Exhibit A

Pricing

Family	Process	Wafer Size	Expected Die Per Wafer	Wafer Cost	Layers	Comments	Reject DPW
PWR025	**	**	**	$ **	**	**	**
PWR101	**	**	**	$ **	**	**	**
PWR150	**	**	**	$ **	**	**	**
PWR330	**	**	**	$ **	**	**	**
T239	**	**	**	$ **	**	**	**
CSPEMI201	**	**	**	$ **	**	**	**
CSPEMI202	**	**	**	$ **	**	**	**
CSPEMI306	**	**	**	$ **	**	**	**
CSPEMI307	**	**	**	$ **	**	**	**
CSPESD304	**	**	**	$ **	**	**	**
PACDN040	**	**	**	$ **	**	**	**
PACKBME	**	**	**	$ **	**	**	**
SZ1284-02	**	**	**	$ **	**	**	**
SZ1284-04	**	**	**	$ **	**	**	**

Additional Processing:

Backlap & Gold	$ **
Backlap Only	$ **

Notes:

1 CAMD reserves the right to reject any wafer that exhibits die per wafer yields below those listed under the column heading of Reject DPW

2 Wafer cost per layer for ** inch wafer                    $ **

3 Wafer cost per layer for ** inch wafer                    $ **

4 Adder for Epi, if required

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CONFIDENTIAL TREATMENT REQUESTED

Exhibit B

Yield Bonus Calculation Mechanism and Example

1	CAMD will provide ASMC with a bonus payment when the die per wafer yield exceeds, over a six month period the expected die per wafer target
2	This bonus will be paid on specific devices
3	Below if an example of how this bonus will be calculated:
	Product:	CAMDXYZ
	Expected die per wafer:	3,000
	Actual average die per wafer (average over all wafers):	3,500
	Number of wafers delivered by ASMC in the six-month period on specific product:	5,000
	Additional die generated over the six-month period:	2,500,000
	Equivalent number of wafers represented by better yields:	833
	Profit sharing in terms of wafers (50%)	416
	Agreed upon cost per wafer	$**
	Bonus payment	$**
4	Payment to be applied six months after the expected die per wafer is agreed to

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Exhibit C

Process/Product Transfer

Task	New Process	New Product	Responsible
Transfer Process Documentation	X	NA	CAMD
Study Process and Highlight Differences	X	NA	ASMC
Resolve Differences	X	NA	CAMD/ASMC
Document Process Flow	X	NA	ASMC
Select Product vehicle	X	X	CAMD
Transfer Reticle Database	X	X	CAMD
Generate Reticles	X	X	ASMC
Start Lots	X	X	ASMC
Characterize Lots	X	X	CAMD
Reliability Studies	X	NA	CAMD
Turn on Production	X	X	CAMD/ASMC

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Exhibit D

Cancellation Fee

The cancellation fee payable by CAMD upon cancellation of delivery of each wafer in a purchase order pursuant to Section 3e will be calculated as follows:

CF = [(CS divided by TS) x (P—R)] + R +T

where

‘CF’ means the cancellation fee payable by CAMD.

‘CS’ means the number of completed manufacturing steps as at the date of cancellation.

‘TS’ means the total number of manufacturing steps required to produce the wafers had there not been any cancellation.

‘P’ refers to the purchase price of the wafer as set out in the applicable CAMD purchase order as accepted by ASMC.

‘R’ refers to the raw wafer cost incurred by ASMC.

‘T’ refers to any applicable sales, use, excise, or other similar taxes levied on or otherwise payable in connection with the Cancellation Fee. If the cancelled wafers are physically shipped out of China, then the tax adder does not applies.

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT AND THE CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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