EXHIBIT 10.1

                              Terms of Compensation

Name: David Henry

Title: Senior Vice President and Chief Financial Officer

Base Salary: $275,000

Bonus Plan: $40,000 one-time net hire date bonus

      Eligible for participation in the company's Key Manager Incentive Program
      with a target payout at 60% of base salary and a maximum payout of 150% of
      base salary

Stock Options: Eligible to participate in the Amended and Restated AMIS
      Holdings, Inc. 2000 Equity Incentive Plan. In 2005, received stock options
      to purchase 50,000 shares, with an exercise price = fair market value on
      grant date, vesting 1/4 on the first anniversary of the grant date and an
      additional 1/48 monthly thereafter

Health Benefits: Eligible for group insurance program consisting of a
      hospital, surgical, major medical, life, dependent life, accidental death
      insurance and dental plan, and an annual executive physical

401K: Company match of 50% of the employee's first 6% contribution, not to
      exceed 50% of the 402(g) limit

Relocation: Relocation Assistance from Maine to Pocatello, Idaho