1985 Incentive Stock Option Plan

ACTEL CORPORATION


1986 INCENTIVE STOCK OPTION PLAN


Amended and Restated Effective February 18, 2000


1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to the Employees and Consultants of the Company and to promote the success of the Company's business.


Options granted hereunder may be either "incentive stock options", as defined in Section 422 of the Internal Revenue Code of 1986, as amended, or "non-statutory stock options", at the discretion of the Administrator and as reflected in the terms of the written option agreement.


2. Definitions. As used herein, the following definitions shall apply:


(a) "Administrator" shall mean the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.


(b) "Applicable Laws" shall mean the legal requirements relating to the
administration of stock option plans under California corporate and
securities laws and the Code.


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


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


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


(f) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if
one is appointed.


(g) "Consultant" shall mean any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services and who is
compensated for such services, provided that the term "Consultant"
shall not include Directors who are paid only a director's fee by the
Company or who are not compensated by the Company for their services as
Directors.


(h) "Continuous Status as an Employee or Consultant" shall mean that the
employment or consulting relationship is not interrupted or terminated
by the Company, any Parent or Subsidiary. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case
of: (i) any leave of absence approved by the Board, including sick
leave, military leave, or any other personal leave; provided, however,
that for purposes of Incentive Stock Options, any such leave may not
exceed ninety (90) days, unless reemployment upon the expiration of
such leave is guaranteed by contract (including certain Company
policies) or statute; or (ii) transfers between locations of the
Company or between the Company, its Parent, its Subsidiaries or its
successor.


(i) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The
payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.


(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.


(k) "Incentive Stock Option" shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.


(l) "Officer" shall mean a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


(m) "Option" shall mean a stock option granted pursuant to the Plan.


(n) "Optioned Stock" shall mean the Common Stock subject to an Option.


(o) "Optionee" shall mean an Employee or Consultant who receives an Option.


(p) "Parent" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Internal Revenue Code of
1986, as amended.


(q) "Plan" shall mean this 1986 Incentive Stock Option Plan, as amended.


(r) "Rule 16b-3" shall mean Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.


(s) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.


(t) "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended.


3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is 5,502,897 shares of Common Stock, increased annually on the first day of each of the Company's fiscal years during the term of the Plan (and subsequent to the May 2, 1996, amendment to and restatement of the Plan) in an amount equal to 5% of the Company's common stock issued and outstanding at the close of business on the last day of the immediately preceding fiscal year (the "Annual Replenishment"), with only the 5,502,897 shares and subsequent annual increases in an amount equal to the lesser of (i) 885,781 shares and (ii) the number of shares subject to the Annual Replenishment to be available for issuance as "incentive stock options" qualified under Section 422 of the Internal Revenue Code. All of the shares issuable under the Plan may be authorized, but unissued, or reacquired Common Stock.


If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan.


4. Administration of the Plan.


(a) Procedure.


(i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan
may be administered by different bodies with respect to Directors,
Officers who are not Directors, and Employees who are neither
Directors nor Officers.


(ii) Administration With Respect to Directors and Officers Subject to
Section 16(b). With respect to Option grants made to Employees who are
also Officers or Directors subject to Section 16(b) of the Exchange
Act, the Plan shall be administered by (A) the Board, if the Board may
administer the Plan in compliance with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3, or (B) a
committee designated by the Board to administer the Plan, which
committee shall be constituted to comply with the rules governing a
plan intended to qualify as a discretionary plan under Rule 16b-3.
Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time
to time the Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and remove
all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3.


(iii) Administration With Respect to Other Persons. With respect to Option
grants made to Employees or Consultants who are neither Directors nor
Officers of the Company, the Plan shall be administered by (A) the
Board or (B) a committee designated by the Board, which committee
shall be constituted to satisfy Applicable Laws. Once appointed, such
Committee shall serve in its designated capacity until otherwise
directed by the Board. The Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by
Applicable Laws.


(b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have
the authority, in its discretion:


(i) to determine the Fair Market Value of the Common Stock, in accordance
with Section 9(b) of the Plan;


(ii) to select the Consultants and Employees to whom Options may be granted
hereunder;


(iii) to determine whether and to what extent Options are granted hereunder;


(iv) to determine the number of shares of Common Stock to be covered by
each Option granted hereunder;


(v) to approve forms of agreement for use under the Plan;


(vi) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times
when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option
or the shares of Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall
determine;


(vii) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan;


(vii ...