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Preferred Share Rights (currently attached to and trading only with 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 and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

As of June 29, 2003, the last business day of the Registrant’s most recently completed second fiscal quarter, there were 27,016,531 shares of the Registrant’s Common Stock outstanding and the aggregate market value of such shares held by non-affiliates of the Registrant, based on the closing sale price of such shares on the Nasdaq National Market on June 29, 2003, was approximately $121,339,000. Shares of Common Stock held by each executive officer and director and by each person who beneficially owns more than 5% of the outstanding Common Stock have been excluded in that such persons may under certain circumstances be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The aggregate number of outstanding shares of Common Stock, without par value, of the Registrant was 29,191,891 on March 11, 2004.

This amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 reflects (i) the inclusion of certain updated market price information required by Part II of the report, (ii) the addition of the information required by Part III of the report, and (iii) an additional exhibit filed pursuant to Part IV of the report. We have made no further changes to the previously filed Form 10-K.

Our Common Stock trades on the Nasdaq National Market tier of the Nasdaq Stock Market^SM under the symbol XICO. The table below sets forth the high and low sales prices for our Common Stock as reported by Nasdaq for each calendar quarter.

J. Daniel McCranie, Co-Chairman of the Board. Mr. McCranie joined Xicor’s Board of Directors in August 2000 and became the Chairman of the Board in November 2000. From 1993 until 2000, Mr. McCranie was Vice President of Marketing and Sales at Cypress Semiconductor Corporation. From 1986 through 1993 Mr. McCranie was Chairman and CEO of SEEQ Technology. He also held the position of Vice President — Marketing and Sales at SEEQ from 1981 to 1986. Prior to 1981, Mr. McCranie held marketing and sales positions at Harris Semiconductor, AMD, American Microsystems and Signetics. Mr. McCranie is Chairman of the Board of On Semiconductor Corporation and Chairman of the Board of Virage Logic Corporation. Mr. McCranie received a BSEE degree from Virginia Polytechnic Institute.

Louis DiNardo, President, Chief Executive Officer and Co-Chairman of the Board. Mr. DiNardo joined Xicor as President and Chief Executive Officer in November 2000. He has been involved in sales, marketing and operations within the semiconductor industry for over 20 years. Mr. DiNardo came to Xicor from Linear Technology Corporation (LTC), where he was General Manager of Mixed-Signal Products. During his 13 years at LTC, Mr. DiNardo held positions as Vice President — Marketing, Director of North American Distribution, and Area Sales Manager. Prior to LTC, Mr. DiNardo worked for 8 years at Analog Devices, where he was involved primarily in Field Sales and Applications. Mr. DiNardo received his bachelor’s degree from Ursinus College.

Julius Blank, Director. Mr. Blank is one of Xicor’s founders and has been a business consultant to high technology companies and a private investor for more than five years. Mr. Blank holds a degree in mechanical engineering from CCNY.

Andrew W. Elder, Director. Mr. Elder is the founder and since March 1992 has been President of Stratis Corporation, a producer of plastic material handling products. Mr. Elder received a BA from Duke University and an MBA from the Wharton School at the University of Pennsylvania.

John R. Harrington, Director. Mr. Harrington is a general partner of Advanced Technology Ventures (ATV), a leading venture capital firm focused on investments in communications, infrastructure, software & services, and healthcare, located in Palo Alto, California. From October 1996 until he joined ATV in February 2000, Mr. Harrington was President and Chief Executive Officer of ObjectStream, a communications software company. He also held senior executive positions in marketing, sales and operations at Lucent Technologies and AT&T. Mr. Harrington holds a BS in Biochemistry from Iowa State University and an MBA from the University of Colorado.

Emmanuel T. Hernandez, Director. Mr. Hernandez has been Senior Vice President, Finance and Administration, and Chief Financial Officer of Cypress Semiconductor Corporation since January 1994 and was their Corporate Controller from June 1993 through January 1994. Prior to joining Cypress Semiconductor Corporation, Mr. Hernandez held various financial positions with National Semiconductor Corporation from 1976 through 1993. Mr. Hernandez is also a director of On Semiconductor Corporation, SunPower Corporation and Silicon Light Machines, Inc. Mr. Hernandez has the degree of B.S.C. in Accounting from the University of Nueva Caceres in the Philippines, is a certified public accountant, and has the degree of Master of Business Administration from Golden Gate University.

The information required by this item concerning our executive officers is incorporated by reference to the information set forth in the section entitled “Officers of the Registrant” in Part I, Item 1 of the Form 10-K for the period ended December 31, 2003, as filed with the Securities and Exchange Commission on February 23, 2004.

We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the Audit Committee are Messrs. McCranie, Blank, Elder and Hernandez. The Board of Directors has determined that each of the members of the Audit Committee is independent as defined by the listing standards of the Nasdaq National Market and Section 10A(m)(3) of the Exchange Act. In addition, the Board of Directors has determined that Mr. Hernandez is an “audit committee financial expert,” as that term is defined in Item 401(h) of Regulation S-K of the Exchange Act.

We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers (including our principal executive officer, principal financial officer and controller) and employees. The Code of Business Conduct and Ethics can be found on our website at http://www.xicor.com. We will also post on our website any amendment to the Code of Business Conduct and Ethics, as well as any waivers that are required to be disclosed by the rules of the SEC or the Nasdaq National Market.

Section 16(a) of the Exchange Act (“Section 16(a)”) requires our executive officers, directors and persons who own more than ten percent of our Common Stock, to file initial reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC and the National Association of Securities Dealers, Inc. Such executive officers, directors and ten-percent shareholders are also required by SEC rules to furnish us with copies of all such forms that they file.

Based solely on our review of the copies of such forms received by us and written representations from certain reporting persons that no Forms 5 were required for such persons, we believe that we complied with all

Section 16(a) filing requirements applicable to our executive officers, directors and 10% shareholders during fiscal 2003.

The following Summary Compensation Table shows, as to our Chief Executive Officer and each of the five most highly compensated executive officers whose salary plus bonus exceeded $100,000 during the last fiscal year (the “Named Officers”), information concerning compensation paid for services to us in all capacities during the last three fiscal years.


(1)	Includes bonuses and, for Mr. Lee and Mr. Bakos, sales commissions.

(2)	Mr. Smathers joined Xicor as Senior Vice President, Operations on October 10, 2001.

(3)	Mr. Lee joined Xicor as Senior Director of Sales for North America on December 3, 2001 and was appointed Vice President, Marketing in February 2003.

(4)	Mr. Bakos joined Xicor as Vice President, Sales on October 22, 2002.

(5)	Represents matching contribution under Xicor’s 401(k) Plan and $4,231 received as payment for unused vacation time.

(6)	Represents matching contributions under Xicor’s 401(k) Plan and auto allowance of $1,939 in 2003, $7,200 in 2002 and $554 in 2001.

(7)	Represents matching contribution under Xicor’s 401(k) Plan and auto allowance of $7,200 in 2003 and $1,108 in 2002.

The following table sets forth information concerning stock options granted to the executive officers named in the Summary Compensation Table during the year ended December 31, 2003:


(1)	25% of the shares subject to the option vest one year from date of grant and 1/36th of the remaining options vest each month thereafter.

(2)	The potential realizable value is based on the term of the option (10 years) at the date of grant. It is calculated by assuming that the stock price on the date of grant (which is equal to the exercise price) appreciates at the indicated annual rate, compounded annually for the entire term, and that the option is exercised and the stock sold on the last day of the option term for the appreciated stock price. All values are calculated based on SEC regulations and do not reflect Xicor’s estimate of future stock price appreciation. Actual gains, if any, are dependent on the future performance of Xicor’s Common Stock.

The following table sets forth certain information concerning stock option exercises during the year ended December 31, 2003 by the executive officers named in the Summary Compensation Table and the number and value of unexercised options held by each named executive officer at December 31, 2003:


(1)	Value represents the difference between the closing price of the Common Stock on the date of exercise and the exercise price, multiplied by the number of shares acquired on exercise.

(2)	Value of unexercised in-the-money options represents the difference between the closing price of Xicor’s Common Stock on the last trading day of fiscal year 2003 and the exercise price of the option, multiplied by the number of shares subject to the option.

We have entered into a Change of Control Agreement with Geraldine N. Hench, our Vice President, Finance and Administration, that provides that, in the event we consummate a merger with Intersil Corporation pursuant to the Agreement and Plan of Merger dated as of March 14, 2004 between Xicor and Intersil Corporation (and certain related parties), Ms. Hench’s employment with Xicor will be terminated,

and Ms. Hench will receive severance benefits consisting of a cash payment of $330,000, a pro-rated bonus payment of approximately $55,000 through the date of termination, and acceleration of all of her outstanding, unvested options, as well as an 11 month extension of the post-termination exercise period for certain options granted under the 1990 Incentive and Non-Incentive Stock Option Plan. Ms. Hench will also be entitled to a full tax gross up for any excise taxes that may be charged to her in connection with her severance benefits.

All directors except Louis DiNardo received $2,040 per month in cash plus expenses.

In 2000, Xicor adopted the 2000 Director Option Plan (the “2000 Director Plan”) that provides for an initial grant of 25,000 options to new outside directors vesting in 33 1/3% annual increments commencing one year from date of grant, and automatic annual grants of 10,000 options vesting 100% one year from date of grant. In 2003, options for 60,000 shares were granted under the 2000 Director plan. All options expire no later than ten years from date of grant. All options were granted at 100% of the fair market value of the stock at the date of grant.

No member of the Compensation Committee was or is an officer or employee of Xicor or any of its subsidiaries. No executive officer of Xicor serves as a member of the Board of Directors or Compensation Committee of any entity which has one or more executive officers serving as a member of Xicor’s Board of Directors or Compensation Committee.

The following table contains information required by applicable rules of the SEC regarding the ownership of our common stock as of March 11, 2004, by:


	•	the shareholders we know to own more than 5% of our outstanding common stock;

	•	each director;

	•	each executive officer and other persons named in the Summary Compensation Table; and

	•	all of our directors and executive officers as a group;

On March 14, 2004, each of our directors and executive officers entered into voting agreements with Intersil Corporation, pursuant to an Agreement and Plan of Merger dated as of March 14, 2004 between Xicor and Intersil Corporation, and certain related parties (the “Merger Agreement”), which provide that such stockholders will vote all of the shares of Xicor Common Stock beneficially owned by them in favor of the proposed merger under the Merger Agreement, the Merger Agreement and the transactions contemplated thereby, and grant Intersil Corporation an irrevocable proxy with respect to such matters. Intersil Corporation does not have any rights as a stockholder of Xicor, Inc. pursuant to the voting agreements.


(1)	Unless otherwise indicated, the address of each beneficial owner listed is c/o Xicor, Inc., 933 Murphy Ranch Road, Milpitas CA 95035.

(2)	For each person, the “Shares Owned” column may include shares attributable to the person because of that person’s voting or investment power or other relationship. Unless otherwise indicated, each person in the table has sole voting and investment power over the shares listed. The inclusion in the table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

(3)	The number of shares of common stock beneficially owned by each person is determined under rules promulgated by the Securities and Exchange Commission, or SEC. Under these rules, a person is deemed to have “beneficial ownership” of any shares over which that person has (or shares) voting or investment power, plus any shares that the person may acquire within 60 days, including through the exercise of a stock option. Unless otherwise indicated, for each person the number in the “Shares Acquirable Within 60 Days” column consists of shares covered by stock options that may be exercised within 60 days after March 11, 2004 and shares acquirable under the Employee Stock Purchase Plan within 60 days after March 11, 2004.

(4)	The percent ownership of each shareholder on March 11, 2004 is calculated by dividing (1) that shareholder’s total beneficial ownership of shares, by (2) 29,191,891 shares plus any shares acquirable by that shareholder within 60 days after March 11, 2004.

(5)	Based solely on information provided by Franklin Resources, Inc. in a Schedule 13G filed with the U.S. Securities and Exchange Commission, or SEC, on February 9, 2004. Franklin Resources, Inc. has sole voting power and sole dispositive power over all shares.


(6)	Based solely on information provided by Federated Investors, Inc. in a Schedule 13G filed with the SEC on February 13, 2004. Federated Investors, Inc. has sole voting power and sole dispositive power over all shares.

(7)	Based solely on information provided by The TCW Group, Inc. (“TCW”) in a Schedule 13G filed with the SEC on February 9, 2004. TCW has shared voting power over 1,597,306 shares and shared dispositive power over all shares.

(8)	Based solely on information provided by Wellington Management Company, LLP (“WMC”) in a Schedule 13G filed with the SEC on February 12, 2004. WMC has shared voting power over 750,900 shares and shared dispositive power over all shares.

The information required by this item concerning our Equity Compensation Plan Information is incorporated by reference to the information set forth in the section entitled “Equity Compensation Plan Information” in Part II, Item 5, of the Form 10-K for the period ended December 31, 2003, as filed with the Securities and Exchange Commission on February 23, 2004.

Other than the director and executive officer compensation arrangements described above and the transactions described below, there has not been since the beginning of our last fiscal year, nor is there currently proposed, any transaction or series of similar transactions to which we were or are a party, in which the amount involved exceeds $60,000, and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of these people had or will have a direct or indirect material interest.

In accordance with SEC Rule 10b5-1, Louis DiNardo, our President, Chief Executive Officer and Co-Chairman of the Board of Directors, established a written plan that provides for the exercise of certain stock options of Xicor Common Stock and the automatic sale of the underlying shares of Common Stock in accordance with specific guidelines.

Mr. DiNardo has entered into an employment and severance agreement with Intersil to become Executive Vice President and General Manager, Standard Linear Products Group, effective on the closing date of the merger. In this position, Mr. DiNardo will receive, from time to time, in accordance with Intersil’s policies, stock and cash compensation in accordance with the employment agreement with Intersil including a base salary of $350,000 per year and a guaranteed bonus of $350,000 in the first year. Mr. DiNardo will also receive a grant of options to purchase 300,000 shares of Intersil Class A common stock at an exercise price equal to the closing price of Intersil Class A common stock on the closing date of the merger, with such options vesting at a rate of 25% on the first anniversary of his employment by Intersil, and 6.25% quarterly thereafter, as well as other equity incentive grants consistent with Intersil’s executive compensation policies. Mr. DiNardo will be entitled to receive separation benefits in the event of termination without cause or involuntary termination equal to a lump sum payment of 12 months of base salary, a pro-rata share of his bonus through the date of termination, and the lesser of 12 months or the remaining term of the applicable option grant in which to exercise his outstanding vested options. In addition, if Mr. DiNardo is terminated involuntarily or without cause within 12 months of the start of his employment with Intersil, he will be entitled to continued welfare benefits for a period of 12 months after his date of termination.

Mr. DiNardo also entered into an Executive Change in Control Severance Benefits Agreement with Intersil which provides that, if within 12 months following a change of control of Intersil: (i) his employment is involuntarily terminated without cause, or (ii) he terminates his employment for good reason, Mr. DiNardo will receive, in addition to his salary and target cash bonus pro-rated through the date of termination: (a) a lump sum severance payment equal to 12 months of his base salary as in effect immediately prior to the change in control, plus (b) a lump sum severance payment of his projected or estimated target annual cash incentive bonus for the fiscal year in which termination of his employment occurs, (c) up to 12 months of welfare benefits plus a full gross up of any tax liability that Mr. DiNardo incurs as a result of the welfare benefits coverage, and (d) reimbursement by Intersil of any excise taxes owed by him due to the foregoing payments and any option acceleration Mr. DiNardo may be entitled to under that agreement or the terms of his option grants. In addition, under that agreement and Intersil’s equity compensation plan and related stock option agreements, all stock options and restricted stock held by Mr. DiNardo will become fully vested and exercisable by him for a period equal to the shorter of 24 months or the remaining term of the option.

The following table shows the fees for the audit and other services provided by PricewaterhouseCoopers LLP (“PWC”) for fiscal years 2003 and 2002:


(1)	These are fees for professional services performed by PWC for the audit of Xicor’s annual financial statements and review of financial statements included in Xicor’s quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)	These are fees for professional services performed by PWC with respect to accounting consultations in connection with acquisitions and the repurchase of our convertible subordinated notes.

(3)	These are fees for professional services performed by PWC with respect to tax compliance (including preparation of original tax returns for Xicor), tax advice and tax planning.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Since the May 6, 2003 effective date of the SEC rules stating that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved, each new engagement of PWC was approved in advance by the Audit Committee, and none of those engagements made use of the de minimis exception to pre-approval contained in the SEC’s rules.


	(3) Exhibits. The exhibit listed in the accompanying Index to Exhibits is filed as part of this amendment to the Annual Report.

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. 1 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on the 26th day of March 2004.


	By	/s/ LOUIS DINARDO



	Louis DiNardo
	Co-Chairman of the Board,
	President and Chief Executive Officer
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

11 EX-10.11 3 f97596a1exv10w11.txt EXHIBIT 10.11 Exhibit 10.11 XICOR, INC. CHANGE OF CONTROL AGREEMENT This Change of Control Agreement (the "Agreement") is made and entered into effective as of March 12, 2004 (the "Effective Date"), by and between Geraldine Hench (the "Employee") and Xicor, Inc., a California corporation (the "Company"). R E C I T A L S A. The Company is considering the possibility of a Change of Control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. B. The Board believes that it is in the best interests of the Company and its shareholders to provide the Employee with an incentive to continue her employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders. C. In order to provide the Employee with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change of Control, the Board believes that it is imperative to provide the Employee with certain benefits upon a Change of Control. AGREEMENT In consideration of the mutual covenants herein contained and the continued employment of Employee by the Company through the date of a Change of Control, the parties agree as follows: 1. Definition of Change of Control. "Change of Control" shall mean: (a) the consummation of the transaction covered by the Agreement and Plan of Merger by and among Intersil Corporation, New Castle Merger Sub Corp., New Castle Sub LLC and the Company, or (b) following the Effective Date the occurrence of any of the following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; or (ii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) The consummation of the sale, lease or other disposition by the Company of all or substantially all the Company's assets. 2. Term of Agreement. This Agreement shall terminate upon the date that all obligations of the parties hereto under this Agreement have been satisfied or, if earlier, on the date, prior to a Change of Control, Employee is no longer employed by the Company. 3. At-Will Employment. The Company and the Employee acknowledge that the Employee's employment is and shall continue to be at-will, as defined under applicable law. 4. Change in Control Benefits. (a) Change of Control. On a Change of Control, Employee's position with the Company will be eliminated, and if Employee signs and does not revoke the standard form release of claims with the Company, then the Employee shall receive the following benefits from the Company: (i) Cash Payment. The Employee shall receive a lump-sum severance payment (less applicable withholding taxes) equal to $330,000 within two weeks following the Change of Control. (ii) Accrued Wages and Vacation; Expenses. The Company shall also pay the Employee (a) any unpaid base salary due for periods prior to the date of termination; (b) all of the Employee's accrued and unused paid-time off through the date of termination; and (c) following submission of proper expense reports by the Employee, reimbursement for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to termination in conformity with the Company's business expense reimbursement policy. These payments shall be made promptly upon termination and within the period of time mandated by law but in no event later than 14 days following the Change of Control (or, with respect to business expense reimbursements only, within 14 days following Employee's submission of expense reports). (iii) Management Incentive Bonus Payment. In the event the Change of Control is prior to the payment of the Management Incentive Bonus, Employee shall be entitled to receive 100% of the target bonus prorated through the date of the Change of Control. (iv) Option Vesting Acceleration. All of the Employee's then outstanding options to purchase shares of the Company's Common Stock (the "Options") shall immediately vest 100% and became exercisable. -2- (v) Post-Termination Exercise Period. (1) 1990 Plan Options Other than ##s R004776 & R004777. The Company acknowledges and agrees that, by virtue of Employee's job being eliminated, all outstanding options granted to her under the 1990 Incentive and Non-Incentive Stock Option Plan (the "Plan") other than options ## R004776 and R004777 shall be treated under the provisions relating to a termination as a result of a RIF (as such term is defined in the Plan) and, accordingly, shall remain exercisable until the earlier of (A) one-year from the date of termination of employment, or (B) the original 10-year option term. (2) Options ## R004776 and R004777. The post-termination exercise period of Employee's options # R004776 and # R004777 will be extended to the earlier of (A) one-year from the date of termination of employment, or (B) the original 10-year option term. (b) Exclusive Remedy. With respect to Employee's termination of employment on or after the Change of Control, the provisions of this Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Employee or the Company may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement, including under any severance plans or practices of the Company. The Employee shall be entitled to no benefits, compensation or other payments or rights upon termination of employment on or following a Change in Control other than those benefits expressly set forth in this Section 4. 5. Golden Parachute Excise Tax Full Gross-Up. In the event that the benefits provided for in this Agreement or otherwise payable to the Employee constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and will be subject to the excise tax imposed by Section 4999 of the Code, then the Employee shall receive (i) a payment from the Company sufficient to pay such excise tax, plus (ii) an additional payment from the Company sufficient to pay the excise tax and federal and state income and employment taxes arising from the payments made by the Company to Employee pursuant to this sentence. Unless the Company and the Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this Section 5 shall be made in writing by the Company's independent auditors who are primarily used by the Company immediately prior to the Change of Control (the "Accountants"). For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. 6. Successors. (a) Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the Company's obligations -3- under this Agreement and agree expressly to perform the Company's obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law. (b) Employee's Successors. Without the written consent of the Company, Employee shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Employee hereunder shall inure to the benefit of, and be enforceable by, Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 7. Notices. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. 8. Arbitration. (a) Any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, shall be settled by binding arbitration to be held in Santa Clara County, California, in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (the "Rules"). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. (b) The arbitrator(s) shall apply California law to the merits of any dispute or claim, without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. Employee hereby consents to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. (c) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A -4- WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION. (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et seq; (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION 9. Miscellaneous Provisions. (a) No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any other source. (b) Waiver. No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Integration. This Agreement and any outstanding stock option agreements referenced herein represent the entire agreement and understanding between the parties as to the subject matter herein and supersede all prior or contemporaneous agreements, whether written or oral, with respect to this Agreement and any stock option agreement. (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California. -5- (e) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. (f) Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes. (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. -6- IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. COMPANY: Xicor, Inc. By: /s/ Louis DiNardo ------------------------------ Title: President and CEO --------------------------- EMPLOYEE: /s/ Geraldine Hench ----------------------------------- Geraldine Hench -7- EX-23 4 f97596a1exv23.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-113027, 333-89516, and 333-74186) and Form S-8 (Nos. 33-39627, 33-46687, 33-81986, 33-60947, 333-08597, 333-59509, 333-83563, 333-95589, 333-54436, 333-81370 and 333-102673) of Xicor, Inc. of our report dated February 20, 2004 relating to the financial statements, which appears in Xicor Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003. /s/PricewaterhouseCoopers LLP San Jose, California March 26, 2004 -----END PRIVACY-ENHANCED MESSAGE-----


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

		For the fiscal year ended December 31, 2003

or

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

		For the transition period from to .


California		94-2526781
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
933 Murphy Ranch Road Milpitas, California (Address of principal executive offices)		95035 (Zip Code)


PART II			1
	Item 5.	Market for Registrant’s Common Stock and Related Stockholder Matters	1
PART III			1
	Item 10.	Directors and Executive Officers of the Registrant	1
	Item 11.	Executive Compensation	3
	Item 12.	Security Ownership of Certain Beneficial Owners and Management	5
	Item 13.	Certain Relationships and Related Transactions	7
	Item 14.	Principal Accountant Fees and Services	8
PART IV			9
	Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	9
SIGNATURES			10
INDEX TO EXHIBITS			11
EXHIBIT 10.11
EXHIBIT 23


Fiscal Year Ended December 31, 2003	High		Low

First Quarter	$	5.23	$	2.99
Second Quarter		6.90		4.06
Third Quarter		10.89		6.07
Fourth Quarter		13.98		9.19



	Individual Grants
										Potential Realizable Value
	Number of									at Assumed Annual Rates
	Securities		% of Total							of Stock Price Appreciation
	Underlying		Options			Exercise				for Option Term(2)
	Options		Granted to			Price		Expiration
	Granted (#)		Employees			($/Share)		Date		5% ($)		10% ($)

Louis DiNardo		150,000		9	%	$	4.50		1/20/13	$	424,504	$	1,075,776
		150,000		9			5.80		4/28/13		546,949		1,385,967
Geraldine N. Hench		100,000		6			5.80		4/28/13		364,633		923,978
R. Todd Smathers		100,000		6			5.80		4/28/13		364,633		923,978
Davin Lee		50,000		3			3.68		3/16/13		115,677		293,124
Steve Bakos		50,000		3			5.80		4/28/13		182,316		461,989

Table of Contents

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Item 5.	*Market for Registrant’s Common Stock and Related Stockholder Matters*


Item 10.	*Directors and Executive Officers of the Registrant*


Name	Age		Position	Director Since

J. Daniel McCranie*		60	Co-Chairman of the Board		2000
Louis DiNardo		44	President, Chief Executive Officer and Co-Chairman of the Board		2000
Julius Blank*		78	Director		1978
Andrew W. Elder*		52	Director		1982
John R. Harrington		50	Director		2002
Emmanuel T. Hernandez*		48	Director		2001


								Long-Term
								Compensation
		Annual Compensation						Awards
								Securities
						Bonus		Underlying		All Other
Name and Principal Positions		Year		Salary ($)		($)(1)		Options		Compensation

Louis DiNardo			2003	$	350,002	$	240,000		300,000		—
	President, Chief Executive		2002		350,000		—		—		—
	Officer and Co-Chairman of		2001		350,002		175,000		150,000		—
	the Board of Directors
Geraldine N. Hench			2003		220,001		80,000		100,000	$	5,431	(5)
	Vice President, Finance and		2002		220,001		—		50,000		5,331	(5)
	Administration		2001		220,002		50,000		50,000		5,281	(5)
R. Todd Smathers(2)			2003		221,082		—		100,000		—
	Senior Vice President,		2002		225,000		—		50,000		—
	Operations		2001		32,088		—		200,000		—
Davin Lee(3)			2003		186,550		52,500		50,000		3,139	(6)
	Vice President, Marketing		2002		149,457		88,994		110,000		8,300	(6)
			2001		11,539		—		—		612	(6)
Steven Bakos(4)			2003		163,445		90,724		50,000		8,300	(7)
	Vice President, Sales		2002		25,736		13,462		200,000		1,108	(7)
			2001		—		—		—		—



					Number of Securities
					Underlying Unexercised				Value of Unexercised
	Number of				Options Held at				In-the-Money Options at
	Shares				December 31, 2003				December 31, 2003(2)
	Acquired on		Value
Name	Exercise		Realized(1)		Exercisable		Unexercisable		Exercisable		Unexercisable

Louis DiNardo		—		—		543,750		506,250	$	3,612,875	$	2,966,125
Geraldine N. Hench		3,500	$	36,585		174,583		165,417		1,162,496		911,504
R. Todd Smathers		—		—		137,500		212,500		576,000		1,022,000
David Lee		—		—		67,500		92,500		177,525		471,775
Steven Bakos		—		—		58,333		191,667		488,250		1,439,750


Item 12.	*Security Ownership of Certain Beneficial Owners and Management*


				Shares
				Acquirable			Total		Beneficial
	Shares			Within			Beneficial		Percent
Beneficial Owner(1)	Owned(2)			60 Days(3)			Ownership		Ownership(4)
			+			=
5% Shareholders:
Franklin Resources, Inc.(5)		3,552,556			668,450			4,221,006		14.1	%
One Franklin Parkway
San Mateo, CA 94403
Federated Investors, Inc.(6)		2,208,200			—			2,208,200		7.6	%
Federated Investors Tower
Pittsburgh, PA 15222
The TCW Group, Inc.(7)		1,734,066			—			1,734,066		5.9	%
865 South Figueroa Street
Los Angeles, CA 90017
Wellington Management Company, LLP(8)		1,437,600			—			1,437,600		4.9	%
75 State Street
Boston, MA 02109


Item 13.	*Certain Relationships and Related Transactions*



		Fiscal Year

		2003		2002

Audit Fees(1)		$	173,000	$	159,000
Audit-Related Fees(2)			67,000		36,000
Tax Fees(3)			41,000		5,000
All Other Fees			—		—

	Total	$	281,000	$	200,000


Item 15.	*Exhibits, Financial Statement Schedules and Reports on Form 8-K*


Item 11.	*Executive Compensation*


*	Less than 1%



Signature		Title	Date


* (J. Daniel McCranie)		Co-Chairman of the Board	March 26, 2004

/s/ LOUIS DINARDO Louis DiNardo		Co-Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	March 26, 2004

* (Julius Blank)		Director	March 26, 2004

* (Andrew W. Elder)		Director	March 26, 2004

* (John R. Harrington)		Director	March 26, 2004

* (Emmanuel Hernandez)		Director	March 26, 2004

/s/ GERALDINE N. HENCH Geraldine N. Hench		Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 26, 2004

*By:	/s/ LOUIS DINARDO (Louis DiNardo) Attorney-in-Fact


Exhibit
Number		Description

	10.11	Change of Control Agreement, dated as of March 12, 2004, by and between Xicor, Inc. and Geraldine N. Hench.
	23.	Consent of PricewaterhouseCoopers LLP.