1993 Employee Stock Purchase Plan

ACTEL CORPORATION


1993 EMPLOYEE STOCK PURCHASE PLAN


Amended and Restated as of January 24, 1997


The following constitute the provisions of the 1993 Employee Stock Purchase Plan of Actel Corporation.


1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.


2. Definitions.


(a) "Board" shall mean the Board of Directors of the Company.


(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.


(c) "Common Stock" shall mean the Common Stock of the Company.


(d) "Company" shall mean Actel Corporation, a California corporation.


(e) "Compensation" shall mean all base straight time gross earnings
including commissions, overtime and shift premiums, and all incentive
compensation, incentive payments, bonuses and other compensation.


(f) "Designated Subsidiaries" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.


(g) "Employee" shall mean any individual who is an employee of the
Company or any Designated Subsidiary for tax purposes whose employment with
the Company or any Designated Subsidiary averages at least twenty (20)
hours per week and more than five (5) months in any calendar year. For
purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days
and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.


(h) "Enrollment Date" shall mean the first day of each Offering
Period.


(i) "Exercise Date" shall mean the last day of each Purchase Period.


(j) "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined as follows:


(1) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the
National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market
Value shall be the closing sale price for the Common Stock (or the
mean of the closing bid and asked prices, if no sales were reported),
as quoted on such exchange (or the exchange with the greatest volume
of trading in Common Stock) or system on the date of such
determination, as reported in the Wall Street Journal or such other
source as the Board deems reliable, or;


(2) If the Common Stock is quoted on the NASDAQ system (but not
on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, its
Fair Market Value shall be the mean of the closing bid and asked
prices for the Common Stock on the date of such determination, as
reported in the Wall Street Journal or such other source as the Board
deems reliable, or;


(3) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith
by the Board.


(4) For purposes of the Enrollment Date under the first Offering
Period under the Plan, the Fair Market Value of the Common Stock shall
be the Price to Public as set forth in the final prospectus filed with
the Securities and Exchange Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended.


(k) "Offering Period" shall mean the period of approximately
twenty-four (24) months during which an option granted pursuant to the Plan
may be exercised. The first offering period shall commence with the date on
which the Company's registration statement on Form S-1 (or any successor
form thereof) is declared effective by the Securities and Exchange
Commission. This first offering period shall terminate on the last Trading
Day in the period ending August 1 or February 1 approximately 24 months
later. Subsequent offering periods shall commence on the first Trading Day
on or after August 1 and February 1 of each year and terminate on the last
Trading Day of the periods ending twenty-four months later. The duration
and timing of Offering Periods may be changed pursuant to Section 4 of this
Plan.


(l) "Plan" shall mean this Employee Stock Purchase Plan.


(m) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.


(n) "Purchase Period" shall mean the approximately six month period
commencing after one Exercise Date and ending with the next Exercise Date,
except that the first Purchase Period of any Offering Period shall commence
on the Enrollment Date and end with the next Exercise Date. However, the
first Purchase Period of the first Offering Period under the Plan may be
more or less than six months in duration.


(o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and
the number of shares of Common Stock which have been authorized for
issuance under the Plan but not yet placed under options.


(p) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.


(q) "Trading Day" shall mean a day on which national stock exchanges
and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.


3. Eligibility.


(a) Any Employee (as defined in Section 2(g)), who shall be employed
by the Company on a given Enrollment Date shall be eligible to participate
in the Plan.


(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if immediately after
the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would
own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) which permits his or her rights to
purchase stock under all employee stock purchase plans of the Company and
its subsidiaries to accrue at a rate which exceeds twenty-five thousand
dollars ($25,000) of Fair Market Value of such stock (determined at the
time such option is granted) for each calendar year in which such option is
outstanding at any time.


4. Offering Periods. The Plan shall be implemented by consecutive, overlapping Offering Periods with the first Offering Period commencing with the date on which the Company's registration statement on Form S-1 (or any successor form thereof) is declared effective by the Securities and Exchange Commission. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected. Absent action by the Board, each Offering Period shall be for a period of approximately twenty-four months (24) and new Offering Periods shall commence on the first Trading Day of February and August of each year. The first Offering Period under the Plan may be more or less than twenty-four (24) months in duration.


5. Participation.


(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions (in the
form of Exhibit A to this Plan) and filing it with the Company's payroll
office prior to the applicable Enrollment Date.


(b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10 hereof.


6. Payroll Deductions.


(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each
pay day during the Offering Period in an amount not exceeding ten percent
(10%) of the Compensation which he or she receives on each pay day during
the Offering Period, and the aggregate of such payroll deductions during
the Offering Period shall not exceed ten percent (10%) of the participant's
Compensation during said Offering Period.


(b) All payroll deductions made for a participant shall be credited
to his or her account under the Plan and will be withheld in whole
percentages only. A participant may not make any additional payments into
such account.


(c) A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, or may increase or decrease the rate
of his or her payroll deductions during the Offering Period by filing with
the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate
shall be effective with the first full payroll period following five (5)
business days after the Company's receipt of the new subscription agreement
unless the Company elects to process a given change in participation more
quickly. A participant's subscription agreement shall remain in effect for
successive Offering Periods unless terminated as provided in Section 10
hereof.


(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to 0% if the following should occur:
For the Purchase Periods that end during a single calendar year, the sum of
all payroll deductions that have been used to purchase stock under the Plan
plus all payroll deductions accumulated for the purchase of stock equals
$21,250. Payroll deductions shall recommence at the rate provided in such
participant's subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the subsequent calendar year, unless
terminated by the participant as provided in Section 10 hereof.


(e) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise
upon the exercise of the option or the disposition of the Common Stock. At
any time, the Company may, but will not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to
make available to the Company any tax deductions or benefits attributable
to sale or early disposition of Common Stock by the Employee.


7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in ...