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                                                                     EXHIBIT 4.2


                                  XICOR, INC.

                             2002 STOCK OPTION PLAN

         1.       Purposes of the Plan. The purposes of this 2002 Stock Option
Plan are:

                  -        to attract and retain the best available personnel
                           for positions of substantial responsibility,

                  -        to provide additional incentive to Employees,
                           Directors and Consultants, and

                  -        to promote the success of the Company's business.

                  Options granted under the Plan may be Incentive Stock Options
or Nonstatutory Stock Options, as determined by the Administrator at the time of
grant.

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

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

                  (b)      "Applicable Laws" means the requirements relating to
the administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

                  (c)      "Board" means the Board of Directors of the Company.

                  (d)      "Change in Control" means the occurrence of any of
the following events:

                           (i)      Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as
defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company's then outstanding voting securities; or

                           (ii)     A change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. "Incumbent Directors" will mean
directors who either (A) are directors of the Company as of the date hereof, or
(B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such
election or nomination (but will not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or
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                           (iii)    The consummation of the sale or disposition
by the Company of all or substantially all of the Company's assets; or

                           (iv)     The consummation of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total voting
power represented by the voting securities of the Company or such surviving
entity or its parent outstanding immediately after such merger or consolidation.

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

                  (f)      "Committee" means a committee of Directors appointed
by the Board in accordance with Section 4 of the Plan.

                  (g)      "Common Stock" means the common stock of the Company.

                  (h)      "Company" means Xicor, Inc., a California
corporation.

                  (i)      "Consultant" means any natural person, including an
advisor, engaged by the Company or a Parent or Subsidiary to render services to
such entity.

                  (j)      "Director" means a member of the Board.

                  (k)      "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                  (l)      "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee in the case of (i) any leave
of absence approved by the Company, (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor, or
(iii) a termination of service with the Company, but such service recommences
within ninety (90) days of the date of such termination. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

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

                  (n)      "Fair Market Value" means, as of any date, the value
of Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system


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on the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

                           (ii)     If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;

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

                  (o)      "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

                  (p)      "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.

                  (q)      "Notice of Grant" means a written or electronic
notice evidencing certain terms and conditions of an individual Option grant.
The Notice of Grant is part of the Option Agreement.

                  (r)      "Officer" means 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.

                  (s)      "Option" means a stock option granted pursuant to the
Plan.

                  (t)      "Option Agreement" means an agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

                  (u)      "Optioned Stock" means the Common Stock subject to an
Option.

                  (v)      "Optionee" means the holder of an outstanding Option
granted under the Plan.

                  (w)      "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (x)      "Plan" means this 2002 Stock Option Plan, as amended
and restated.

                  (y)      "Retirement" means a termination of an Optionee's
status as a Service Provider when the Optionee is age 55 or over and has
continuously been a Service Provider for at least ten (10) years on the date of
such termination.


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                  (z)      "RIF" means a termination of an Optionee's status as
a Service Provider resulting from a work force reduction or job elimination.

                  (aa)     "Rule 16b-3" means 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.

                  (bb)     "Section 16(b)" means Section 16(b) of the Exchange
Act.

                  (cc)     "Service Provider" means an Employee, Director or
Consultant.

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

                  (ee)     "Subsidiary" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.

         3.       Stock Subject to the Plan. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares that may be
optioned and sold under the Plan is 1,000,000 Shares plus (a) any Shares which
have been reserved but not issued under the Company's 1990 Incentive and
Non-Incentive Stock Option Plan (the "1990 Plan") upon the date the 1990 Plan
terminates, and (b) any Shares returned to the 1990 Plan following the date of
its termination as a result of termination of options granted under the 1990
Plan. The Shares may be authorized, but unissued, or reacquired Common Stock.

         If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan upon exercise of an Option shall not be returned to the Plan and shall
not become available for future distribution under the Plan, except that if
Shares of restricted stock are repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the
Plan.

         4.       Administration of the Plan.

                  (a)      Procedure.

                           (i)      Multiple Administrative Bodies. Different
Committees with respect to different groups of Service Providers may administer
the Plan.

                           (ii)     Section 162(m). To the extent that the
Administrator determines it to be desirable to qualify Options granted hereunder
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.


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                           (iii)    Rule 16b-3. To the extent desirable to
qualify transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

                           (iv)     Other Administration. Other than as provided
above, the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy 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;

                           (ii)     to select the Service Providers to whom
Options may be granted hereunder;

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

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

                           (v)      to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option 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 relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;

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

                           (vii)    to establish, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of satisfying applicable foreign laws;

                           (viii)   to modify or amend each Option (subject to
Section 14(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;

                           (ix)     to allow Optionees to satisfy withholding
tax obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld. The Fair Market Value
of the Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by an Optionee to have
Shares withheld for this


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purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable;

                           (x)      to authorize any person to execute on behalf
of the Company any instrument required to effect the grant of an Option
previously granted by the Administrator;

                           (xi)     to correct any defect, supply any omission,
or reconcile any inconsistency in the Plan, or in any Option Agreement, in a
manner and to the extent it shall deem necessary, all of which determinations
and interpretations made by the Administrator shall be conclusive and binding on
all Optionees, any other holders of Options and on their legal representatives
and beneficiaries; and

                           (xii)    except to the extent prohibited by, or
impermissible in order to obtain treatment desired by the Administrator under
Applicable Laws, to allocate or delegate all or any portion of its powers and
responsibilities to any one or more of its members or to any person(s) selected
by it, subject to revocation or modification by the Administrator of such
allocation or delegation.

                           (xiii)   to make all other determinations deemed
necessary or advisable for administering the Plan.

                  (c)      Effect of Administrator's Decision. The
Administrator's decisions, determinations and interpretations shall be final and
binding on all Optionees and any other holders of Options.

         5.       Eligibility. Nonstatutory Stock Options may be granted to
Service Providers. Incentive Stock Options may be granted only to Employees.

         6.       Limitations.

                  (a)      Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

                  (b)      Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.


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                  (c)      The following limitations shall apply to grants of
Options:

                           (i)      No Service Provider shall be granted, in any
fiscal year of the Company, Options to purchase more than 500,000 Shares.

                           (ii)     In connection with his or her initial
service, a Service Provider may be granted Options to purchase up to an
additional 750,000 Shares, which shall not count against the limit set forth in
subsection (i) above.

                           (iii)    The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.

                           (iv)     If an Option is cancelled in the same fiscal
year of the Company in which it was granted (other than in connection with a
transaction described in Section 12), the cancelled Option will be counted
against the limits set forth in subsections (i) and (ii) above.

         7.       Term of Plan. Subject to Section 18 of the Plan, the Plan
shall become effective upon its adoption by the Board. It shall continue in
effect for a term of ten (10) years unless terminated earlier under Section 14
of the Plan.

         8.       Term of Option. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be
ten (10) years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to an Optionee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement.

         9.       Option Exercise Price and Consideration.

                  (a)      Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

                           (i)      In the case of an Incentive Stock Option

                                    (A)      granted to an Employee who, at the
time the Incentive Stock Option is granted, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.

                                    (B)      granted to any Employee other than
an Employee described in paragraph (A) immediately above, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.


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                           (ii)     In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be no less than 85% of the Fair Market Value
per Share on the date of grant as determined by the Administrator. In the case
of a Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                           (iii)    Notwithstanding the foregoing, Options may
be granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a merger or other corporate
transaction.

                  (b)      Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator shall fix the period within which the
Option may be exercised and shall determine any conditions that must be
satisfied before the Option may be exercised.

                  (c)      Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the time
of grant. Such consideration may consist entirely of:

                           (i)      cash;

                           (ii)     check;

                           (iii)    promissory note;

                           (iv)     other Shares, provided Shares acquired
directly or indirectly from the Company, (A) have been vested and owned by the
Optionee for more than six (6) months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised;

                           (v)      consideration received by the Company under
a cashless exercise program implemented by the Company in connection with the
Plan;

                           (vi)     a reduction in the amount of any Company
liability to the Optionee, including any liability attributable to the
Optionee's participation in any Company-sponsored deferred compensation program
or arrangement;

                           (vii)    any combination of the foregoing methods of
payment; or

                           (viii)   such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws.


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         10.      Exercise of Option.

                  (a)      Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. An Option may not be exercised for a
fraction of a Share.

                           AN OPTION SHALL BE DEEMED EXERCISED WHEN THE COMPANY
RECEIVES: (I) WRITTEN OR ELECTRONIC NOTICE OF EXERCISE (IN ACCORDANCE WITH THE
OPTION AGREEMENT) FROM THE PERSON ENTITLED TO EXERCISE THE OPTION, AND (II) FULL
PAYMENT FOR THE SHARES WITH RESPECT TO WHICH THE OPTION IS EXERCISED. FULL
PAYMENT MAY CONSIST OF ANY CONSIDERATION AND METHOD OF PAYMENT AUTHORIZED BY THE
ADMINISTRATOR AND PERMITTED BY THE OPTION AGREEMENT AND THE PLAN. SHARES ISSUED
UPON EXERCISE OF AN OPTION SHALL BE ISSUED IN THE NAME OF THE OPTIONEE OR, IF
REQUESTED BY THE OPTIONEE, IN THE NAME OF THE OPTIONEE AND HIS OR HER SPOUSE OR
IN THE NAME OF A FAMILY TRUST OF WHICH THE OPTIONEE IS A TRUSTEE. UNTIL THE
SHARES ARE ISSUED (AS EVIDENCED BY THE APPROPRIATE ENTRY ON THE BOOKS OF THE
COMPANY OR OF A DULY AUTHORIZED TRANSFER AGENT OF THE COMPANY), NO RIGHT TO VOTE
OR RECEIVE DIVIDENDS OR ANY OTHER RIGHTS AS A SHAREHOLDER SHALL EXIST WITH
RESPECT TO THE OPTIONED STOCK, NOTWITHSTANDING THE EXERCISE OF THE OPTION. THE
COMPANY SHALL ISSUE (OR CAUSE TO BE ISSUED) SUCH SHARES PROMPTLY AFTER THE
OPTION IS EXERCISED; PROVIDED THAT IF THE COMPANY SHALL BE ADVISED BY COUNSEL
THAT CERTAIN REQUIREMENTS UNDER THE FEDERAL, STATE OR FOREIGN SECURITIES LAWS
MUST BE MET BEFORE SHARES MAY BE ISSUED UNDER THIS PLAN, THE COMPANY SHALL
NOTIFY ALL PERSONS WHO HAVE BEEN ISSUED OPTIONS, AND THE COMPANY SHALL HAVE NO
LIABILITY FOR FAILURE TO ISSUE SHARES UNDER ANY EXERCISE OF OPTIONS BECAUSE OF
DELAY WHILE SUCH REQUIREMENTS ARE BEING MET OR THE INABILITY OF THE COMPANY TO
COMPLY WITH SUCH REQUIREMENTS. NO ADJUSTMENT WILL BE MADE FOR A DIVIDEND OR
OTHER RIGHT FOR WHICH THE RECORD DATE IS PRIOR TO THE DATE THE SHARES ARE
ISSUED, EXCEPT AS PROVIDED IN SECTION 12 OF THE PLAN.

                           EXERCISING AN OPTION IN ANY MANNER SHALL DECREASE THE
NUMBER OF SHARES THEREAFTER AVAILABLE, BOTH FOR PURPOSES OF THE PLAN AND FOR
SALE UNDER THE OPTION, BY THE NUMBER OF SHARES AS TO WHICH THE OPTION IS
EXERCISED.

                  (b)      Termination of Relationship as a Service Provider. If
an Optionee ceases to be a Service Provider, other than upon the Optionee's
death, Disability or as the result of a RIF or Retirement, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of
termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of a specified time
in the Option Agreement, the Option shall remain exercisable for three (3)
months following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.


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                  (c)      Disability of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

                  (d)      Death of Optionee. If an Optionee dies while a
Service Provider, the Option may be exercised following the Optionee's death,
within such period of time as is specified in the Option Agreement to the extent
that the Option is vested on the date of death (but in no event may the Option
be exercised later than the expiration of the term of such Option as set forth
in the Option Agreement), by the Optionee's designated beneficiary, provided
such beneficiary has been designated prior to the Optionee's death in a form
acceptable to the Administrator. If no such beneficiary has been designated by
the Optionee, then such Option may be exercised by the personal representative
of the Optionee's estate or by the person(s) to whom the Option is transferred
pursuant to the Optionee's will or in accordance with the laws of descent and
distribution. In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
death. If, at the time of death, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

                  (e)      Reduction in Force. If the Optionee ceases to be a
Service Provider as the result of a RIF, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement, to
the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

                  (f)      Retirement of Optionee. If the Optionee ceases to be
a Service Provider as a result of his or her Retirement, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement, to the extent the Option is vested on the date of Retirement
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Optionee's termination. If, on the date of Retirement, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after his or her Retirement,
the Optionee


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does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

                  (g)      Leaves of Absence.

                           (i)      Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall continue during any unpaid leave of
absence.

                           (ii)     A Service Provider shall not cease to be an
Employee in the case of any leave of absence approved by the Company.

                           (iii)    For purposes of Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon expiration of
such leave is guaranteed by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, then three
(3) months following the 91st day of such leave, any Incentive Stock Option held
by the Optionee shall cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Nonstatutory Stock Option.

         11.      Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

         12.      Adjustments; Dissolution; Merger or Change in Control.

                  (a)      Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in
order to prevent diminution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, may (in its sole discretion)
adjust the number and class of Shares that may be delivered under the Plan
and/or the number, class, and price of Shares covered by each outstanding
Option, as well as the numerical Share limits in Sections 6 of the Plan.

                  (b)      Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until ten (10) days
prior to such transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be exercisable. In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place at
the time and in the manner contemplated. To the extent it has not been
previously exercised, an Option will terminate immediately prior to the
consummation of such proposed action.


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                  (c)      Merger or Change in Control. In the event of a merger
of the Company with or into another corporation, or a Change in Control, each
outstanding Option shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute for the
Option, the Optionee shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
Change in Control, the Administrator shall notify the Optionee in writing or
electronically that the Option shall be fully vested and exercisable for a
period of fifteen (15) days from the date of such notice, and the Option shall
terminate upon the expiration of such period.

                           For the purposes of this subsection (c), the Option
shall be considered assumed if, following the merger or Change in Control, the
option confers the right to purchase or receive, for each Share subject to the
Option immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger or
Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or Change in Control is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in fair market
value to the per share consideration received by holders of Common Stock in the
merger or Change in Control.

         13.      Date of Grant. The date of grant of an Option shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Option, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each Optionee
within a reasonable time after the date of such grant.

         14.      Amendment and Termination of the Plan.

                  (a)      Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.

                  (b)      Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws and Section 14(c) below.

                  (c)      Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall (i) impair the rights of
any Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company or (ii) permit the reduction of the exercise price of an Option
after it has been granted (except for adjustments made pursuant to Section 12),
unless approved by the Company's shareholders. Neither may the Administrator,
without the approval of the Company's shareholders, cancel any outstanding
Option and immediately replace it with a new Option with a lower exercise price.
Termination of the Plan shall not affect the Administrator's


                                      -12-
<PAGE>
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.

         15.      Conditions Upon Issuance of Shares.

                  (a)      Legal Compliance. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

                  (b)      Investment Representations. As a condition to the
exercise of an Option, the Company may require the person exercising such Option
to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

         16.      Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         17.      Reservation of Shares. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

         18.      Shareholder Approval. The Plan shall be subject to approval by
the shareholders of the Company within twelve (12) months after the date the
Plan is adopted. Such shareholder approval shall be obtained in the manner and
to the degree required under Applicable Laws.


                                      -13-
<PAGE>
                                  XICOR, INC.

                             2002 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT

         Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

I.       NOTICE OF STOCK OPTION GRANT

         OPTIONEE'S NAME:

         You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

         Date of Grant
                                                  ------------------------------

         Vesting Commencement Date
                                                  ------------------------------

         Exercise Price per Share                 $
                                                  ------------------------------

         Total Number of Shares
         Underlying Options Granted
                                                  ------------------------------

         Type of Option:                             Incentive Stock Option
                                                  ---

                                                     Nonstatutory Stock Option
                                                  ---

         Expiration Date:
                                                  ------------------------------

         Vesting Schedule:

         This Option may be exercised, in whole or in part, in accordance with
the following schedule:

         25% of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and 1/36th of the remaining Shares subject to the
Option shall vest each month thereafter on the same day of the month as the
Vesting Commencement Date, subject to the Optionee continuing to be a Service
Provider on such dates.

         Termination Period:

         This Option may be exercised for three (3) months after Optionee ceases
to be a Service Provider; provided, however, that upon death, Disability or
termination as a result of a RIF or Retirement of the Optionee, this Option may
be exercised for one year after the date of such
<PAGE>
termination. In no event shall this Option be exercised later than the
Expiration Date as provided above.

II.      AGREEMENT

         A.       Grant of Option.

         The Plan Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee") an option (the "Option") to purchase the number of Shares, as 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 the terms and conditions of
the Plan, which is incorporated herein by reference. Subject to Section 14(c) of
the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option 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").

         B.       Exercise of Option.

                  (a)      Right to Exercise. This Option is exercisable during
its term in accordance with the Vesting Schedule set out in the Notice of Grant
and the applicable provisions of the Plan and this Option Agreement.

                  (b)      Method of Exercise. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A (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
completed by the Optionee and delivered to the Company or any third party
administering the Plan on behalf of 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
or the third party administrator 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 exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.


                                      -2-
<PAGE>
         C.       Method of Payment.

                  Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

                  1.       cash;

                  2.       check; or

                  3.       delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price.

         D.       Non-Transferability of Option.

                  This Option may not be transferred in any manner otherwise
than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Optionee only by the Optionee. The terms of the Plan and
this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

         E.       Term of Option.

                  This Option may be exercised only within the term set out in
the Notice of Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Option Agreement.

         F.       Tax Obligations.

                  1.       Withholding Taxes. Optionee agrees to make
appropriate arrangements with the Company (or the Parent or Subsidiary employing
or retaining Optionee) for the satisfaction of all Federal, state, and local
income and employment tax withholding requirements applicable to the Option
exercise. Optionee acknowledges and agrees that the Company may refuse to honor
the exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

                  2.       Notice of Disqualifying Disposition of ISO Shares. If
the Option granted to Optionee herein is an ISO, and if Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to the ISO on or
before the later of (1) the date two years after the Date of Grant, or (2) the
date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee by payment in cash or out of current earnings paid to
the Optionee.


                                      -3-
<PAGE>
         G.       Entire Agreement; Governing Law.

                  The Plan is incorporated herein by reference. The Plan and
this Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and may not be modified adversely to the Optionee's
interest except by means of a writing signed by the Company and Optionee. This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.

         H.       NO GUARANTEE OF CONTINUED SERVICE.

                  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT
OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

                  By Optionee's signature and the signature of the Company's
representative below, Optionee and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option
Agreement. Optionee has reviewed the Plan and this Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of the Plan
and Option Agreement. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.

OPTIONEE:                                   XICOR, INC.


____________________________________        ____________________________________
Signature                                   By


____________________________________        ____________________________________
Print Name                                  Title


____________________________________
Residence Address


____________________________________


                                      -4-
<PAGE>
                                   EXHIBIT A

                                  XICOR, INC.

                             2002 STOCK OPTION PLAN

                                EXERCISE NOTICE

Xicor, Inc.
933 Murphy Ranch Road
Milpitas, CA 95035


Attention: Stock Option Administrator

         1.       Exercise of Option. Effective as of today, ________________,
20___, the undersigned ("Purchaser") hereby elects to purchase ______________
shares (the "Shares") of the Common Stock of Xicor, Inc. (the "Company") under
and pursuant to the 2002 Stock Option Plan (the "Plan") and the Stock Option
Agreement dated, ______________, 20__ (the "Option Agreement"). The purchase
price for the Shares shall be $________________, as required by the Option
Agreement.

         2.       Delivery of Payment. Purchaser herewith delivers to the
Company the full purchase price for the Shares together with any required
withholding taxes to be paid in connection with the exercise of the Option.

         3.       Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

         4.       Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 12 of the
Plan.

         5.       Tax Consultation. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.

         6.       Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all
<PAGE>
prior undertakings and agreements of the Company and Purchaser with respect to
the subject matter hereof, and may not be modified adversely to the Purchaser's
interest except by means of a writing signed by the Company and Purchaser. This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.

Submitted by:                               Accepted by:


PURCHASER:                                  XICOR, INC.


____________________________________        ____________________________________
Signature                                   By


____________________________________        ____________________________________
Print Name                                  Its


Address:                                    Address:


____________________________________        933 Murphy Ranch Road
                                            Milpitas, CA 95035




                                            ____________________________________
                                            Date Received


                                      -2-