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                                                                     EXHIBIT 4.6


                          CATALYST SEMICONDUCTOR, INC.

                            2003 STOCK INCENTIVE PLAN

                        EFFECTIVE AS OF DECEMBER 20, 2002


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                          CATALYST SEMICONDUCTOR, INC.

                            2003 STOCK INCENTIVE PLAN

                        EFFECTIVE AS OF DECEMBER 20, 2002

SECTION 1.   INTRODUCTION.

      The Company's Board of Directors adopted the Catalyst Semiconductor, Inc.
      2003 Stock Incentive Plan on November 12, 2002 (the "Adoption Date"). The
      Plan is the successor to the Company's Stock Option Plan (the "Predecessor
      Plan"). Awards granted pursuant to the Predecessor Plan are subject to the
      terms and conditions of the Predecessor Plan. The Plan is effective on the
      date the Company's stockholders approve the Plan.

      The purpose of the Plan is to promote the long-term success of the Company
      and the creation of shareholder value by offering Key Employees an
      opportunity to acquire a proprietary interest in the success of the
      Company, or to increase such interest; to encourage such selected persons
      to continue to provide services to the Company, and to attract to the
      Company new individuals with outstanding qualifications.

      The Plan seeks to achieve this purpose by providing for Awards in the form
      of Restricted Stock, Stock Appreciation Rights and Options (which may
      constitute Incentive Stock Options or Nonstatutory Stock Options).

      The Plan shall be governed by, and construed in accordance with, the laws
      of the State of California (except its choice-of-law provisions).
      Capitalized terms shall have the meaning provided in Section 2 unless
      otherwise provided in this Plan or the applicable Stock Option Agreement,
      SAR Agreement or Restricted Stock Agreement.

SECTION 2.   DEFINITIONS.

(a)   "AFFILIATE" means any entity other than a Subsidiary, if the Company
      and/or one or more Subsidiaries own not less than 50% of such entity. For
      purposes of determining an individual's "Service," this definition shall
      include any entity other than a Subsidiary, if the Company, a Parent
      and/or one or more Subsidiaries own not less than 50% of such entity.

(b)   "AWARD" means any award of an Option, SAR or Restricted Stock under the
      Plan.

(c)   "BOARD" means the Board of Directors of the Company, as constituted from
      time to time.

(d)   "CHANGE IN CONTROL" except as may otherwise be provided in a Stock Option
      Agreement, SAR Agreement or Restricted Stock Agreement, means the
      occurrence of any of the following:

      (i) The consummation of a merger or consolidation of the Company with or
into another entity or any other corporate reorganization, if more than 50% of
the combined voting power of the continuing or surviving entity's securities
outstanding immediately after such merger, consolidation or other reorganization
is owned by persons who were not stockholders of the Company immediately prior
to such merger, consolidation or other reorganization;

      (ii) The sale, transfer or other disposition of all or substantially all
of the Company's assets;

      (iii) A change in the composition of the Board, as a result of which less
than a majority of the incumbent directors are directors who either (i) had been
directors of the Company on the date the

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Company's stockholders initially approve the Plan (the "original directors") or
(ii) were elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the aggregate of the original directors who were
still in office at the time of the election or nomination and the directors
whose election or nomination was previously so approved;

      (iv) Any transaction as a result of which any person becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing at least 50% of the
total voting power represented by the Company's then outstanding voting
securities. For purposes of this Paragraph (iii), the term "person" shall have
the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act
but shall exclude:

            (A) A trustee or other fiduciary holding securities under an
      employee benefit plan of the Company or a subsidiary of the Company;

            (B) A corporation owned directly or indirectly by the stockholders
      of the Company in substantially the same proportions as their ownership of
      the common stock of the Company; and

            (C) The Company; or

      (v) A complete liquidation or dissolution of the Company.

(e)   "CODE" means the Internal Revenue Code of 1986, as amended.

(f)   "COMMITTEE" means a committee consisting of one or more members of the
      Board that is appointed by the Board (as described in Section 3) to
      administer the Plan.

(g)   "COMMON STOCK" means the Company's common stock.

(h)   "COMPANY" means Catalyst Semiconductor, Inc., a Delaware corporation.

(i)   "CONSULTANT" means an individual who performs bona fide services to the
      Company, a Parent, a Subsidiary or an Affiliate other than as an Employee,
      Director or a Non-Employee Director.

(j)   "DIRECTOR" means a member of the Board who is also an Employee.

(k)   "DISABILITY" means that the Key Employee is unable to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or
      which has lasted or can be expected to last for a continuous period of not
      less than 12 months.

(l)   "EMPLOYEE" means any individual who is a common-law employee of the
      Company, a Parent, a Subsidiary or an Affiliate.

(m)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(n)   "EXERCISE PRICE" means, in the case of an Option, the amount for which a
      Share may be purchased upon exercise of such Option, as specified in the
      applicable Stock Option Agreement. "Exercise Price," in the case of a SAR,
      means an amount, as specified in the applicable SAR Agreement, which is
      subtracted from the Fair Market Value of a Share in determining the amount
      payable upon exercise of such SAR.

(o)   "FAIR MARKET VALUE" means the market price of Shares, determined by the
      Committee as follows:

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      (i) If the Shares were traded on a stock exchange on the date in question,
then the Fair Market Value shall be equal to the last trading price reported by
the applicable composite transactions report for the date of Grant;

      (ii) If the Shares were traded over-the-counter on the date in question
and were classified as a national market issue, then the Fair Market Value shall
be equal to the last trading price quoted by the NASDAQ system for the date of
Grant;

      (iii) If the Shares were traded over-the-counter on the date in question
but were not classified as a national market issue, then the Fair Market Value
shall be equal to the mean between the high bid and low asked prices quoted by
the NASDAQ system for the date of Grant; and

      (iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such basis as
it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Western Edition of The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.

(p)   "GRANT" means any grant of an Award under the Plan.

(q)   "INCENTIVE STOCK OPTION" or "ISO" means an incentive stock option
      described in Code section 422(b).

(r)   "KEY EMPLOYEE" means an Employee, Director, Non-Employee Director or
      Consultant who has been selected by the Committee to receive an Award
      under the Plan.

(s)   "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an
      Employee.

(t)   "NONSTATUTORY STOCK OPTION" or "NSO" means a stock option that is not an
      ISO.

(u)   "OPTION" means an ISO or NSO granted under the Plan entitling the Optionee
      to purchase Shares.

(v)   "OPTIONEE" means an individual, estate or other entity that holds an
      Option.

(w)   "PARENT" means any "parent corporation" of the Company as defined under
      Code section 424(e). An entity that attains the status of a Parent on a
      date after the adoption of the Plan shall be considered a Parent
      commencing as of such date.

(x)   "PARTICIPANT" means an individual or estate or other entity that holds an
      Award.

(y)   "PLAN" means this Catalyst Semiconductor, Inc. 2003 Stock Incentive Plan,
      as it may be amended from time to time.

(z)   "RESTRICTED STOCK" means a Share awarded under the Plan.

(aa)  "RESTRICTED STOCK AGREEMENT" means the agreement described in Section 8
      evidencing each Award of Restricted Stock.

(bb)  "SAR AGREEMENT" means the agreement described in Section 9 evidencing ach
      Award of a Stock Appreciation Right.

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(cc)  "SECURITIES ACT" means the Securities Act of 1933, as amended.

(dd)  "SERVICE" means service as an Employee, Director, Non-Employee Director or
      Consultant.

(ee)  "SHARE" means one share of Common Stock.

(ff)  "STOCK APPRECIATION RIGHT" or "SAR" means a stock appreciation right
      awarded under the Plan.

(gg)  "STOCK OPTION AGREEMENT" means the agreement described in Section 6
      evidencing each Grant of an Option.

(hh)  "SUBSIDIARY" means any "subsidiary corporation" of the Company as defined
      under Code section 424(f) (other than the Company). An entity that attains
      the status of a Subsidiary on a date after the adoption of the Plan shall
      be considered a Subsidiary commencing as of such date.

(ii)  "10-PERCENT SHAREHOLDER" means an individual who owns more than ten
      percent (10%) of the total combined voting power of all classes of
      outstanding stock of the Company, its Parent or any of its Subsidiaries.
      In determining stock ownership, the attribution rules of section 424(d) of
      the Code shall be applied.

SECTION 3.   ADMINISTRATION.

(a) COMMITTEE COMPOSITION. A Committee appointed by the Board shall administer
the Plan. The Board shall designate one of the members of the Committee as
chairperson. If no Committee has been approved, the entire Board shall
constitute the Committee. Members of the Committee shall serve for such period
of time as the Board may determine and shall be subject to removal by the Board
at any time. The Board may also at any time terminate the functions of the
Committee and reassume all powers and authority previously delegated to the
Committee.

With respect to officers or directors subject to Section 16 of the Exchange Act,
the Committee shall consist of those individuals who shall satisfy the
requirements of Rule 16b-3 (or its successor) under the Exchange Act with
respect to Awards granted to persons who are officers or directors of the
Company under Section 16 of the Exchange Act. Notwithstanding the previous
sentence, failure of the Committee to satisfy the requirements of Rule 16b-3
shall not invalidate any Awards granted by such Committee.

The Board may also appoint one or more separate committees of the Board, each
composed of one or more directors of the Company who need not qualify under Rule
16b-3, who may administer the Plan with respect to Key Employees who are not
considered officers or directors of the Company under Section 16 of the Exchange
Act, may grant Awards under the Plan to such Key Employees and may determine all
terms of such Awards.

Notwithstanding the foregoing, the Board shall constitute the Committee and
shall administer the Plan with respect to all Awards granted to Non-Employee
Directors.

(b) AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan, the
Committee shall have full authority and discretion, subject to approval by the
Board to take any actions it deems necessary or advisable for the administration
of the Plan. Such actions shall include:

      (i) selecting Key Employees who are to receive Awards under the Plan;

      (ii) recommending to the Board the type, number, vesting requirements and
other features and conditions of such Awards;

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      (iii) interpreting the Plan;

      (iv) making all other decisions relating to the operation of the Plan;

      (v) creating such plans or subplans as may be necessary or advisable to
allow the grant of Awards under the Plan in non-United States jurisdictions or
to non-United States taxpayers; and

      (vi) effectuating an exchange of Awards for other Awards or other
consideration.

The Committee may adopt such rules or guidelines, as it deems appropriate to
implement the Plan. Subject to approval by the Board, the Committee's
recommendations under the Plan shall be final and binding on all persons.

(c) INDEMNIFICATION. Each member of the Committee, or of the Board, shall be
indemnified and held harmless by the Company against and from (i) any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Plan or any
Stock Option Agreement, SAR Agreement or Restricted Stock Agreement, and (ii)
from any and all amounts paid by him or her in settlement thereof, with the
Company's approval, or paid by him or her in satisfaction of any judgment in any
such claim, action, suit, or proceeding against him or her, provided he or she
shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Certificate of Incorporation or Bylaws, by contract, as a matter of
law, or otherwise, or under any power that the Company may have to indemnify
them or hold them harmless.

SECTION 4.   ELIGIBILITY.

(a) GENERAL RULES. Only Employees, Directors, Non-Employee Directors and
Consultants shall be eligible for designation as Key Employees by the Committee.

(b) INCENTIVE STOCK OPTIONS. Only Key Employees who are common-law employees of
the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs.
In addition, a Key Employee who is a 10-Percent Shareholder shall not be
eligible for the grant of an ISO unless the requirements set forth in section
422(c)(5) of the Code are satisfied.

SECTION 5.   SHARES SUBJECT TO PLAN.

(a) BASIC LIMITATION. The stock issuable under the Plan shall be authorized but
unissued Shares or treasury Shares. The aggregate number of Shares reserved for
Awards under the Plan shall initially equal 4,811,250, which includes Shares
available for future grant under the Predecessor Plan and Shares subject to
Awards under the Predecessor Plan.

(b) ANNUAL ADDITION. Beginning with the first fiscal year of the Company
beginning after the effective date of this Plan, on the first day of each fiscal
year, Shares shall be added to the Plan equal to the lesser of (i) 5% (five
percent) of the outstanding Shares as of the last day of the prior fiscal year,
(ii) 1,000,000 Shares, subject to the adjustment pursuant to Section 10, or
(iii) such lesser amount as the Board may determine.

(c) ADDITIONAL SHARES. If Awards are forfeited or terminate for any other reason
before being exercised, then the Shares underlying such Awards shall again
become available for Awards under the Plan.

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If SARs are exercised, then only the number of Shares (if any) actually issued
in settlement of such SARs shall reduce the number available under Section 5(a)
and the balance shall again become available for Awards under the Plan.

(d) DIVIDEND EQUIVALENTS. Any dividend equivalents distributed under the Plan
shall not be applied against the number of Shares available for Awards.

(e) LIMITS ON OPTIONS AND SARS. No Key Employee shall receive Options to
purchase Shares and/or SARs during any fiscal year covering in excess of
500,000.

(f) LIMITS ON RESTRICTED STOCK. No Key Employee shall receive Award(s) of
Restricted Stock during any fiscal year covering in excess of 500,000 Shares.

SECTION 6.   TERMS AND CONDITIONS OF OPTIONS.

(a) STOCK OPTION AGREEMENT. Each Grant under the Plan shall be evidenced by a
Stock Option Agreement between the Optionee and the Company. Such Option shall
be subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions that are not inconsistent with the Plan and
that the Committee deems appropriate for inclusion in a Stock Option Agreement.
The provisions of the various Stock Option Agreements entered into under the
Plan need not be identical. A Stock Option Agreement may provide that new
Options will be granted automatically to the Optionee when he or she exercises
the prior Options. The Stock Option Agreement shall also specify whether the
Option is an ISO or an NSO.

(b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the number of
Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 9.

(c) EXERCISE PRICE. An Option's Exercise Price shall be established by the
Committee and set forth in a Stock Option Agreement. To the extent required by
applicable law the Exercise Price of an ISO shall not be less than 100% of the
Fair Market Value (110% for 10-Percent Shareholders) of a Share on the date of
Grant.

(d) EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. The Stock
Option Agreement shall also specify the term of the Option; provided that the
term of an ISO shall in no event exceed ten (10) years from the date of Grant.
To the extent required by applicable law, an Option that is granted to a
10-Percent Shareholder shall have a maximum term of five (5) years. No Option
can be exercised after the expiration date provided in the applicable Stock
Option Agreement. A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee's death, disability or retirement or
other events and may provide for expiration prior to the end of its term in the
event of the termination of the Optionee's service. A Stock Option Agreement may
permit an Optionee to exercise an Option before it is vested, subject to the
Company's right of repurchase over any Shares acquired under the unvested
portion of the Option (an "early exercise"), which right of repurchase shall
lapse at the same rate the Option would have vested had there been no early
exercise. In no event shall the Company be required to issue fractional Shares
upon the exercise of an Option.

(e) MODIFICATIONS OR ASSUMPTION OF OPTIONS. Within the limitations of the Plan,
the Committee may modify, extend or assume outstanding options or may accept the
cancellation of outstanding options (whether granted by the Company or by
another issuer) in return for the grant of new Options for the same or a
different number of Shares and at the same or a different Exercise Price. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.

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(f) TRANSFERABILITY OF OPTIONS. Except as otherwise provided in the applicable
Stock Option Agreement and then only to the extent permitted by applicable law,
no Option shall be transferable by the Optionee other than by will or by the
laws of descent and distribution. Except as otherwise provided in the applicable
Stock Option Agreement, an Option may be exercised during the lifetime of the
Optionee only or by the guardian or legal representative of the Optionee. No
Option or interest therein may be assigned, pledged or hypothecated by the
Optionee during his lifetime, whether by operation of law or otherwise, or be
made subject to execution, attachment or similar process.

(g) NO RIGHTS AS STOCKHOLDER. An Optionee, or a transferee of an Optionee, shall
have no rights as a stockholder with respect to any Common Stock covered by an
Option until such person becomes entitled to receive such Common Stock by filing
a notice of exercise and paying the Exercise Price pursuant to the terms of such
Option.

(h) RESTRICTIONS ON TRANSFER. Any Shares issued upon exercise of an Option shall
be subject to such rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such restrictions shall
apply in addition to any restrictions that may apply to holders of Shares
generally and shall also comply to the extent necessary with applicable law.

SECTION 7.   PAYMENT FOR OPTION SHARES.

(a) GENERAL RULE. The entire Exercise Price of Shares issued upon exercise of
Options shall be payable in cash at the time when such Shares are purchased,
except as follows:

      (i) In the case of an ISO granted under the Plan, payment shall be made
only pursuant to the express provisions of the applicable Stock Option
Agreement. The Stock Option Agreement may specify that payment may be made in
any form(s) described in this Section 7.

      (ii) In the case of an NSO granted under the Plan, the Committee may in
its discretion, at any time accept payment in any form(s) described in this
Section 7.

(b) SURRENDER OF STOCK. To the extent that this Section 7(b) is applicable,
payment for all or any part of the Exercise Price may be made with Shares which
have already been owned by the Optionee for such duration as shall be specified
by the Committee. Such Shares shall be valued at their Fair Market Value on the
date when the new Shares are purchased under the Plan.

(c) OTHER FORMS OF PAYMENT. To the extent that this Section 7(c) is applicable,
payment may be made in any other form that is consistent with applicable laws,
regulations and rules.

SECTION 8.   TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.

(a) TIME, AMOUNT AND FORM OF AWARDS. Awards under this Section 8 may be granted
in the form of Restricted Stock. Restricted Stock may also be awarded in
combination with NSOs or SARs, and such an Award may provide that the Restricted
Stock will be forfeited in the event that the related NSOs or SARs are
exercised.

(b) AGREEMENTS. Each Award of Restricted Stock under the Plan shall be evidenced
by a Restricted Stock Agreement between the Participant and the Company. Such
Awards shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions that are not inconsistent with
the Plan and that the Committee deems appropriate for inclusion in the
applicable Agreement. The provisions of the various Agreements entered into
under the Plan need not be identical.

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(c) PAYMENT FOR RESTRICTED STOCK. Restricted Stock may be issued with or without
cash consideration under the Plan.

(d) VESTING CONDITIONS. Each Award of Restricted Stock shall become vested, in
full or in installments, upon satisfaction of the conditions specified in the
applicable Agreement. An Agreement may provide for accelerated vesting in the
event of the Participant's death, Disability or retirement or other events.

(e) ASSIGNMENT OR TRANSFER OF RESTRICTED STOCK. Except as provided in Section
13, or in a Restricted Stock Agreement, or as required by applicable law, a
Restricted Stock Award granted under the Plan shall not be anticipated,
assigned, attached, garnished, optioned, transferred or made subject to any
creditor's process, whether voluntarily, involuntarily or by operation of law.
Any act in violation of this Section 8(e) shall be void. However, this Section
8(e) shall not preclude a Participant from designating a beneficiary who will
receive any outstanding Restricted Stock Awards in the event of the
Participant's death, nor shall it preclude a transfer of Restricted Stock Awards
by will or by the laws of descent and distribution.

(f) TRUSTS. Neither this Section 8 nor any other provision of the Plan shall
preclude a Participant from transferring or assigning Restricted Stock to (a)
the trustee of a trust that is revocable by such Participant alone, both at the
time of the transfer or assignment and at all times thereafter prior to such
Participant's death, or (b) the trustee of any other trust to the extent
approved in advance by the Committee in writing. A transfer or assignment of
Restricted Stock from such trustee to any person other than such Participant
shall be permitted only to the extent approved in advance by the Committee in
writing, and Restricted Stock held by such trustee shall be subject to all of
the conditions and restrictions set forth in the Plan and in the applicable
Restricted Stock Agreement, as if such trustee were a party to such Agreement.

(g) VOTING AND DIVIDEND RIGHTS. The holders of Restricted Stock awarded under
the Plan shall have the same voting, dividend and other rights as the Company's
other stockholders. A Restricted Stock Agreement, however, may require that the
holders of Restricted Stock invest any cash dividends received in additional
Restricted Stock. Such additional Restricted Stock shall be subject to the same
conditions and restrictions as the Award with respect to which the dividends
were paid. Such additional Restricted Stock shall not reduce the number of
Shares available under Section 5.

SECTION 9.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

(a) SAR AGREEMENT. Each Award of a SAR under the Plan shall be evidenced by a
SAR Agreement between the Optionee and the Company. Such SAR shall be subject to
all applicable terms of the Plan and may be subject to any other terms that are
not inconsistent with the Plan. The provisions of the various SAR Agreements
entered into under the Plan need not be identical. SARs may be granted in
consideration of a reduction in the Optionee's other compensation.

(b) NUMBER OF SHARES. Each SAR Agreement shall specify the number of Shares to
which the SAR pertains and shall provide for the adjustment of such number in
accordance with Section 10.

(c) EXERCISE PRICE. Each SAR Agreement shall specify the Exercise Price. A SAR
Agreement may specify an Exercise Price that varies in accordance with a
predetermined formula while the SAR is outstanding.

(d) EXERCISABILITY AND TERM. Each SAR Agreement shall specify the date when all
or any installment of the SAR is to become exercisable. The SAR Agreement shall
also specify the term of the SAR. A SAR Agreement may provide for accelerated
exercisability in the event of the Optionee's death, Disability or retirement or
other events and may provide for expiration prior to the end of its term in the
event of the termination of the Optionee's Service. SARs may also be awarded in
combination with Options or

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Restricted Stock, and such an Award may provide that the SARs will not be
exercisable unless the related Options or Restricted Stock are forfeited. A SAR
may be included in an ISO only at the time of Grant but may be included in an
NSO at the time of Grant or at any subsequent time, but not later than six
months before the expiration of such NSO. A SAR granted under the Plan may
provide that it will be exercisable only in the event of a Change in Control.

(e) EXERCISE OF SARS. If, on the date when a SAR expires, the Exercise Price
under such SAR is less than the Fair Market Value on such date but any portion
of such SAR has not been exercised or surrendered, then such SAR shall
automatically be deemed to be exercised as of such date with respect to such
portion. Upon exercise of a SAR, the Optionee (or any person having the right to
exercise the SAR after his or her death) shall receive from the Company (i)
Shares, (ii) cash or (iii) a combination of Shares and cash, as the Committee
shall determine. The amount of cash and/or the Fair Market Value of Shares
received upon exercise of SARs shall, in the aggregate, be equal to the amount
by which the Fair Market Value (on the date of surrender) of the Shares subject
to the SARs exceeds the Exercise Price.

(f) MODIFICATION OR ASSUMPTION OF SARS. Within the limitations of the Plan, the
Committee may modify, extend or assume outstanding SARs or may accept the
cancellation of outstanding SARs (whether granted by the Company or by another
issuer) in return for the grant of new SARs for the same or a different number
of Shares and at the same or a different Exercise Price. The foregoing
notwithstanding, no modification of a SAR shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.

SECTION 10.  PROTECTION AGAINST DILUTION.

(a) ADJUSTMENTS. In the event of a subdivision of the outstanding Shares, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the price
of Shares, a combination or consolidation of the outstanding Shares (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization, reorganization, merger, liquidation, spin-off or a similar
occurrence, the Committee shall make such adjustments as it, in its reasonable
discretion, deems appropriate in order to prevent the dilution or enlargement of
rights hereunder in one or more of:

      (i) the number of Shares available for future Awards and the Share limits
under Sections 5(b), 5(e) and 5(f);

      (ii) the number of Shares covered by each outstanding Award; or

      (iii) the Exercise Price under each outstanding SAR or Option.

(b) PARTICIPANT RIGHTS. Except as provided in this Section 10, a Participant
shall have no rights by reason of any issue by the Company of stock of any class
or securities convertible into stock of any class, any subdivision or
consolidation of shares of stock of any class, the payment of any stock dividend
or any other increase or decrease in the number of shares of stock of any class.

SECTION 11.  EFFECT OF A CHANGE IN CONTROL.

(a) MERGER OR REORGANIZATION. In the event that the Company is a party to a
merger or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization. Such agreement may provide, without
limitation, for the assumption of outstanding Awards by the surviving
corporation or its parent, for their continuation by the Company (if the Company
is a surviving corporation), for accelerated vesting or for their cancellation
with or without consideration.

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(b) ACCELERATION. The Committee may determine, at the time of granting an Award
or thereafter, that such Award shall become fully vested as to all Shares
subject to such Award in the event that a Change in Control occurs with respect
to the Company.

SECTION 12.  LIMITATIONS ON RIGHTS.

(a) RETENTION RIGHTS. Neither the Plan nor any Award granted under the Plan
shall be deemed to give any individual a right to remain an employee, consultant
or director of the Company, a Parent, a Subsidiary or an Affiliate. The Company
and its Parents and Subsidiaries and Affiliates reserve the right to terminate
the Service of any person at any time, and for any reason, subject to applicable
laws, the Company's Certificate of Incorporation and Bylaws and a written
employment agreement (if any).

(b) STOCKHOLDERS' RIGHTS. A Participant shall have no dividend rights, voting
rights or other rights as a stockholder with respect to any Shares covered by
his or her Award prior to the issuance of a stock certificate for such Shares.
No adjustment shall be made for cash dividends or other rights for which the
record date is prior to the date when such certificate is issued, except as
expressly provided in Section 10.

(c) REGULATORY REQUIREMENTS. Any other provision of the Plan notwithstanding,
the obligation of the Company to issue Shares under the Plan shall be subject to
all applicable laws, rules and regulations and such approval by any regulatory
body as may be required. The Company reserves the right to restrict, in whole or
in part, the delivery of Shares pursuant to any Award prior to the satisfaction
of all legal requirements relating to the issuance of such Shares, to their
registration, qualification or listing or to an exemption from registration,
qualification or listing.

SECTION 13.  WITHHOLDING TAXES.

(a) GENERAL. A Participant shall make arrangements satisfactory to the Company
for the satisfaction of any withholding tax obligations that arise in connection
with his or her Award. The Company shall not be required to issue any Shares or
make any cash payment under the Plan until such obligations are satisfied.

(b) SHARE WITHHOLDING. If a public market for the Company's Shares exists, the
Committee may permit a Participant to satisfy all or part of his or her minimum
withholding or income tax obligations by having the Company withhold all or a
portion of any Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Shares that he or she previously acquired.
Such Shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by assigning Shares to
the Company may be subject to restrictions, including, but not limited to, any
restrictions required by rules of the Securities and Exchange Commission.

SECTION 14.  DURATION AND AMENDMENTS.

(a) TERM OF THE PLAN. The Plan, as set forth herein, shall become effective on
the date of its approval by the Company's stockholders. To the extent required
by applicable law, the Plan shall terminate on the date that is 10 years after
its original adoption by the Board on November 12, 2002 and may be terminated on
any earlier date pursuant to Section 14(b).

(b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board may amend or terminate the
Plan at any time and for any reason. The termination of the Plan, or any
amendment thereof, shall not affect any Award previously granted under the Plan.
No Awards shall be granted under the Plan after the Plan's termination. An
amendment of the Plan shall be subject to the approval of the Company's
stockholders only to the extent required by applicable laws, regulations or
rules.

<PAGE>

SECTION 15.  EXECUTION.

      To record the adoption of the Plan by the Board, the Company has caused
      its duly authorized officer to execute this Plan on behalf of the Company.


                                         CATALYST SEMICONDUCTOR, INC.

                                         By /s/ Thomas E. Gay III
                                             _________________________________

                                         Title  Chief Financial Officer
                                                ______________________________