8-K 1 pal201584.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K _______________ Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 10, 2006 Date of Report (Date of Earliest Event Reported) _______________ ZiLOG, Inc. (Exact name of Registrant as specified in its charter) _______________ Delaware 001-13748 13-3092996 (State or other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 532 Race Street San Jose, California 95126 (Address of principal executive offices, including zip code) (408) 558-8500 (Registrant's telephone number, including area code) =============================================================================== Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== Item 1.01 Entry Into a Material Definitive Agreement ZiLOG, Inc. (the "Registrant") and Nick Antonopoulos ("Mr. Antonopoulos") entered into an offer letter dated April 3, 2006 and executed on April 10, 2006, whereby Mr. Antonopoulos will be employed as Executive Vice President of Worldwide Sales for the Registrant. Under the terms of the offer letter, Mr. Antonopoulos will be paid an annual base salary of $250,000, and will be eligible for an incentive bonus of $87,500 during his first six months of employment. The incentive bonus will be paid in two installments of $43,750 each. The first installment is payable after Mr. Antonopoulos has completed his first three months of continuous employment and the second installment is payable after his first six months of continuous employment. After Mr. Antonopoulos' first sixth months of employment he will also become eligible to participate in the ZiLOG FY2007 Executive MBO Incentive Plan, as described in the Registrant's Form 8-K filed on March 16, 2006. In accordance with the offer letter, the Compensation Committee of the Registrant's Board of Directors has approved an award to Mr. Antonopoulos of an option to purchase 70,000 shares of the Registrant's common stock, which will vest over four years and have an exercise price equal to the fair market value (closing price) of the common stock on April 4, 2006, the date of the grant. In addition, Mr. Antonopoulos will be eligible for an additional grant of 70,000 stock options after six months of continuous employment. If a change of control of the Registrant occurs 50% of Mr. Antonopoulos' unvested stock options shall immediately vest at the time of the change of control. Mr. Antonopoulos will also receive benefits comparable to other sales management employees of the Registrant, including health, life and disability insurance and a car allowance. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZiLOG, INC. By: /s/ Perry Grace ______________________________ Perry Grace Chief Financial Officer, Vice President of Finance Date: April 14, 2006