1986 Incentive Stock Option Plan

ACTEL CORPORATION


1986 INCENTIVE STOCK OPTION PLAN


Amended and Restated Effective January 24, 1997


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 5,497,897 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 initial 5,497,897 shares and subsequent annual increases in an amount equal to the lesser of (i) 885,931 shares, or (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 reduce the exercise price of any Option to the then
current Fa ...