<PAGE>
                                                                     EXHIBIT 4.1


                                  XICOR, INC.

                      1998 NONSTATUTORY STOCK OPTION PLAN
                (AS AMENDED AND RESTATED THROUGH MARCH 28, 2002)

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

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

                  -        to provide additional incentive to Employees and
                           Consultants, and

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

                  Options granted under the Plan will be Nonstatutory Stock
Options.

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

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

                  (f)      "Common Stock" means the Common Stock of the Company.

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

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

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

                  (j)      "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
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                  (k)      "Employee" means any person, excluding 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 or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

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

                  (m)      "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 for the last market trading day prior to the time 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 last market trading day prior
to 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.

                  (n)      "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.

                  (o)      "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.

                  (p)      "Option" means a nonstatutory stock option granted
pursuant to the Plan, that is not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

                  (q)      "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.

                  (r)      "Option Exchange Program" means a program whereby
outstanding options are surrendered in exchange for options with a lower
exercise price.

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


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<PAGE>
                  (t)      "Optionee" means the holder of an outstanding Option
granted under the Plan.

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

                  (v)      "Plan" means this 1998 Nonstatutory Stock Option
Plan.

                  (w)      "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.

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

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

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

                  (aa)     "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 which may be
optioned and sold under the Plan is 6,250,000 Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.

                  If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated).

         4.       Administration of the Plan.

                  (a)      Administration. The Plan shall be administered by (i)
the Board or (ii) 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 of the
Common Stock;

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

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


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                           (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 Fair Market Value if the Fair Market Value of the Common
Stock covered by such Option shall have declined since the date the Option was
granted;

                           (viii)   to institute an Option Exchange Program;

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

                           (x)      to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                           (xi)     to modify or amend each Option (subject to
Section 14(b) 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;

                           (xii)    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;

                           (xiii)   to determine the terms and restrictions
applicable to Options;

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

                           (xv)     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.


                                      -4-
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         5.       Eligibility. Options may be granted to Service Providers.

         6.       Limitation. 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.

         7.       Term of Plan. The Plan shall become effective upon its
adoption by the Board. It shall continue in effect for ten (10) years, unless
sooner terminated under Section 14 of the Plan.

         8.       Term of Option. The term of each Option shall be stated 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.

                  (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 which 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. Such consideration may consist entirely of:

                           (i)      cash;

                           (ii)     check;

                           (iii)    promissory note;

                           (iv)     other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six 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)    such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws;
or

                           (viii)   any combination of the foregoing methods of
payment.


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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.
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. 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 a result of a RIF or Retirement, the Optionee may
exercise his or her Option, but only within such period of time as is specified
in the Option Agreement, and only 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.

                  (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


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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 within such period of time as is
specified in the Option Agreement (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement), by the Optionee's
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance, but only to the extent that the Option is vested on the date of
death. 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, 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. The Option may be exercised by the
executor or administrator of the Optionee's estate or, if none, by the person(s)
entitled to exercise the Option under the Optionee's will or the laws of descent
or distribution. 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 a 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. For purposes of Options
granted after January 26, 2000, 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 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)      Buyout Provisions. The Administrator may at any time
offer to buy out for a payment in cash or Shares, an Option previously granted
based on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

         11.      Non-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,


                                      -7-
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such Option shall contain such additional terms and conditions as the
Administrator deems appropriate.

         12.      Adjustments Upon Changes in Capitalization, Dissolution,
Merger or Asset Sale.

                  (a)      Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

                  (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.

                  (c)      Merger or Asset Sale. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company, each outstanding Option shall be assumed or an
equivalent option or right 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 sale of assets, 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 paragraph, the Option shall be
considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase or receive, for each Share of Optioned
Stock, immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of


                                      -8-
<PAGE>
assets 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 sale of
assets 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 of Optioned Stock 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 sale of assets.

         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)      Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall 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. Termination of the Plan shall not affect the Administrator's
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. 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.

         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.


                                      -9-
<PAGE>
                                  XICOR, INC.
                    1998 NONSTATUTORY STOCK OPTION AGREEMENT
                (AS AMENDED AND RESTATED THROUGH MARCH 28, 2002)

I.       NOTICE OF STOCK OPTION GRANT

         NAME

         You have been granted a Nonstatutory Stock Option to purchase Common
Stock of Xicor, Inc., (the "Company"), subject to the terms and conditions of
the 1998 Nonstatutory Stock Option Plan (the "Plan") and this Agreement, as
follows:

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

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

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

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

         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 termination. In no event shall this Option
be exercised later than the Expiration Date as provided above.


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<PAGE>
II.      AGREEMENT

         1.       Grant of Option. The Board hereby grants to the Optionee named
in the Notice of Grant attached as Part I of this Agreement 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 and this Agreement.

         2.       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 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. The Exercise Notice shall be completed by the Optionee and
delivered to the Corporate Controller of 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.

                  (c)      Legal Compliance. 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.

         3.       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:

                  (a)      cash; or

                  (b)      check; or

                  (c)      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.

         4.       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 Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.


                                      -3-
<PAGE>
         5.       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.

         6.       Tax Consequences. Some of the federal tax consequences
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.

         7.       Exercising the Option. The Optionee may incur regular federal
income tax liability upon exercise of a Nonstatutory Stock Option (an "NSO").
The Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the Exercised Shares on the date of exercise over their aggregate Exercise
Price. If the Optionee is an Employee or a former Employee, the Company will be
required to withhold from his or her compensation or collect from Optionee and
pay to the applicable taxing authorities an amount in cash equal to a percentage
of this compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

         8.       Disposition of Shares. If the Optionee holds NSO Shares for at
least one year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes.

         9.       Entire Agreement; Governing Law. The Plan is incorporated
herein by reference. The Plan and this 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.

         10.      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.


                                      -4-
<PAGE>
         By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Agreement. Optionee has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of the Plan and this Agreement. Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions relating to the Plan and this
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


____________________________________


                                      -5-
<PAGE>
                                   EXHIBIT A
                                  XICOR, INC.
                    1998 NONSTATUTORY STOCK OPTION AGREEMENT
                                EXERCISE NOTICE

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


Attention: Corporate Controller

         1.       Exercise of Option. Effective as of today, ________________,
the undersigned ("Optionee"), a Service Provider of Xicor, Inc. (the "Company"),
hereby elects to purchase ______________ shares (the "Shares") of the Common
Stock of the Company under and pursuant to the 1998 Nonstatutory Stock Option
Plan (the "Plan") and the Stock Option Agreement (the "Option Agreement") dated
____________________. The purchase price for the Shares shall be $ ______, as
required by the Option Agreement.

         2.       Delivery of Payment. Optionee herewith delivers to the Company
the full purchase price for the Shares, plus any federal or state taxes required
to be withheld.

         3.       Representations of Optionee. Optionee acknowledges that
Optionee 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. Optionee understands that Optionee may
suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with
any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
<PAGE>
         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 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.

Submitted by:                               Accepted by:


____________________________________        ____________________________________
Signature                                   By


____________________________________        ____________________________________
Print Name                                  Title


____________________________________        Xicor, Inc.
Residence Address                           933 Murphy Ranch Road
                                            Milpitas, CA  95035


____________________________________


                                      -2-