Form of Director Stock Option Agreement

EXHIBIT 10.2

ALTERA CORPORATION

STOCK OPTION AWARD AGREEMENT 2005 EQUITY INCENTIVE PLAN

(Director Form)

Unless otherwise defined herein, the terms defined in Altera' s 2005 Equity Incentive Plan (the " Plan" ) shall have the same defined meanings in this Award Agreement (the " Agreement" ).

You have been granted an option to purchase Shares (the " Option" ), subject to the terms and conditions of the Plan, the Notice of Stock Option Grant (" Notice of Grant" ) and this Agreement.


1. Vesting Rights . Subject to the applicable provisions of the Plan and this Agreement, this Option may be exercised, in whole or in part, in accordance with the schedule set forth in the Notice of Grant.

2. Termination Period .

(a) General Rule . Except as provided below, and subject to Section 22.4 of the Plan, this Option may be exercised for 90 days after termination of Participant' s employment with the Company. In no event shall this Option be exercised later than the Term/Expiration Date set forth in the Notice of Grant.

(b) Death; Disability . Upon the termination of Participant' s employment with the Company by reason of his or her Disability or death, or if a Participant dies within 30 days of the Termination Date, this Option may be exercised for twelve months after the Termination Date, provided that in no event shall this Option be exercised later than the Term/Expiration Date set forth in the Notice of Grant.


3. Grant of Option . The Participant named in the Notice of Grant has been granted an Option for the number of Shares set forth in the Notice of Grant at the exercise price per Share set forth in the Notice of Grant (the " Exercise Price" ). Subject to Section 24 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.


If designated in the Notice of Grant as an Incentive Stock Option (" ISO" ), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (" NSO" ).


4. Exercise of Option .


(a) Right to Exercise . This Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event of Participant' s death, Disability or other termination of Participant' s employment relationship, the exercisability of the Option is governed by the applicable provisions of the Plan and this Agreement.

(b) Method of Exercise . This Option is exercisable by delivery of an exercise notice (the " Exercise Notice" ), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the " Exercised Shares" ), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized


U.S. Award Agreement (Options)

method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exerc ...