EXHIBIT
10.6


TRIPATH
TECHNOLOGY, INC.


2000
STOCK PLAN


RESTRICTED
STOCK PURCHASE


NOTICE
OF GRANT


          Tripath
Technology Inc. (the “Company”), pursuant to its 2000 Stock Plan (the “Plan”),
hereby grants to __________ (“Participant”) the right to purchase the number of
shares of the Company’s Common Stock set forth below (“Award”).  This Award is subject to all of the terms
and conditions as set forth herein and in the Restricted Stock Purchase
Agreement, the Plan, the form of Assignment Separate from Certificate and the
form of Joint Escrow Instructions, all of which are attached hereto and
incorporated herein in their entirety.


	
   
	
  Participant:
	
   
	
   
	
  ___________
	
   

	
   
	
  Date of Grant:
	
   
	
   
	
  ___________
	
   

	
   
	
  Vesting Commencement Date:
	
   
	
   
	
  ___________
	
   

	
   
	
  Shares Subject to Award:
	
   
	
   
	
  ___________
	
   

	
   
	
  Purchase Price per Share:
	
   
	
  $
	
  ___________
	
   

	
   
	
  Total Purchase Price:
	
   
	
  $
	
  ___________
	
   

	
   
	
  Closing Date:
	
   
	
   
	
  ___________
	
   





	
   
	
  Vesting Schedule:
	
   
	
  50% of the Shares Subject to Award shall vest on the
  one year anniversary of the Vesting Commencement Date, and the remaining 50%
  of the Shares Subject to Award shall vest on the two year anniversary of the
  Vesting Commencement Date, so that all of the shares shall be vested 24
  months after the Vesting Commencement Date.

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  In the event of a Corporate Transaction (as defined
  in Attachment I hereto) or if Participant is terminated without Cause (as
  defined in Attachment I hereto) or terminates his employment for Good Reason
  (as defined in Attachment I hereto), all Shares Subject to Award shall immediately
  become fully vested.

	
   
	
   
	
   
	
   

	
   
	
  Payment:
	
   
	
  By one or a combination of the following items
  (described in the Restricted Stock Purchase Agreement):

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  By cash or check

	
   
	
   
	
   
	
   
	
  By delivery of already-owned shares




          Additional
Terms/Acknowledgements: The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Notice of Grant,
the Restricted Stock Purchase Agreement 






and the Plan.  Participant further acknowledges that as of
the Date of Grant, this Notice of Grant, the Restricted Stock Purchase
Agreement and the Plan set forth the entire understanding between Participant
and the Company regarding the acquisition of stock in the Company and supersede
all prior oral and written agreements on that subject with the exception of
Awards previously granted and delivered to Participant under the Plan.


	
  TRIPATH TECHNOLOGY, INC.
	
   
	
  PARTICIPANT:

	
   
	
   
	
   

	
  By:
	
   

  	
   
	
   

  
	
   
	
  

  	
   
	
  

  
	
  Signature
	
   
	
  Signature

	
   
	
   
	
   

	
  Title:
	
   

  	
   
	
  Date:
	
   

  
	
   
	
  

  	
   
	
   
	
  

  
	
   
	
   
	
   

	
  Date:
	
   

  	
   
	
   

	
   
	
  

  	
   
	
   






	
  Attachments:

  	
   
	
  Restricted Stock Purchase Agreement, 2000 Stock Plan,
  form of Assignment Separate from Certificate, form of Joint Escrow
  Instructions and form of Consent of Spouse.











TRIPATH
TECHNOLOGY, INC.

2000
STOCK PLAN

RESTRICTED
STOCK PURCHASE AGREEMENT

          This
Restricted Stock Purchase Agreement is made as of the ___ day of __________,
20__, by and between Tripath Technology Inc. (the “Company”) and __________
(“Purchaser”).

          Pursuant
to the terms of the Restricted Stock Notice of Grant (“Grant Notice”) and this
Restricted Stock Purchase Agreement (“Agreement”) and the provisions of the
Company’s 2000 Stock Plan (the “Plan”), and in consideration of Purchaser’s
past services, the Company has granted Purchaser the right to purchase the
number of shares of Common Stock indicated in the Grant Notice (the
“Shares”).  Defined terms not explicitly
defined in this Agreement but defined in the Plan or the Grant Notice shall
have the same definitions as set forth therein.

          NOW,
THEREFORE, IT IS AGREED between the parties as follows:

          1.       Agreement of Purchase.  Purchaser hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to
Purchaser, the aggregate number of shares of Common Stock specified in
Purchaser’s Grant Notice.  The number of
shares subject to this Agreement may be adjusted from time to time for changes
in capitalization, as provided in Section 13(a) the Plan.

          2.       Method of Payment.  Payment of the Total
Purchase Price shall be by any of the following, or a combination thereof, at
the election of the Purchaser:

                                (i)       cash; or


                               (ii)      check; or

                              (iii)     surrender of other shares of Common Stock of the Company which (A) in the case
of Shares acquired pursuant to the exercise of a Company option, have been
owned by the Purchaser for more than six (6) months on the date of surrender,
and (B) have a fair market value on the date of surrender not less than the
Purchase Price per Share of the Shares being purchased pursuant to this
Agreement.

          3.       Vesting.  Subject to the
limitations contained herein, the Shares will vest as provided in Purchaser’s
Grant Notice, provided that vesting will cease upon the termination of
Purchaser’s continuous service with the Company.

          4.       Repurchase Option.

                     (a)       If Purchaser’s employment or consulting relationship with the Company is
terminated for any reason, including for cause, death, and disability, the
Company shall have the right and option to purchase from Purchaser, or
Purchaser’s personal representative, as the case may be, all of the Purchaser’s
shares which have not become vested under the vesting schedule set forth 






in the Purchaser’s Grant
Notice (“Unvested Shares”) as of the date of such termination at the price paid
by the Purchaser for such Shares (the “Repurchase Option”).

                      (b)       Upon the occurrence of a termination, the Company may exercise its Repurchase
Option by delivering personally or by registered mail, to Purchaser (or his
transferee or legal representative, as the case may be), within ninety (90)
days of the termination, a notice in writing indicating the Company’s intention
to exercise the Repurchase Option and setting forth a date for closing not
later than thirty (30) days from the mailing of such notice.  The closing shall take place at the
Company’s office.  At the closing, the
holder of the certificates for the Unvested Shares being transferred shall
deliver the stock certificate or certificates evidencing the Unvested Shares,
and the Company shall deliver the purchase price therefor.

                      (c)       If the Company does not elect to exercise the Repurchase Option conferred above
by giving the requisite notice within ninety (90) days following the
termination, the Repurchase Option shall terminate.


                      (d)       Notwithstanding the provisions of Section 4(a) above, at any time during
the term of the Repurchase Option, in the event of a Corporate Transaction (as
defined below) or if Purchaser is terminated without Cause (as defined below)
or terminates his employment for Good Reason (as defined below), the Repurchase
Option shall lapse and all Shares subject to Repurchase Option shall
immediately become fully vested.

                      (e)       For purposes of the Repurchase Option, “Cause” shall mean misconduct,
including: (i) conviction of any felony or any crime involving moral
turpitude or dishonesty; (ii) participation in a fraud or act of
dishonesty against the Company; (iii) willful and material breach of
Purchaser’s duties that has not been cured within 30 days after written notice
from the Company’s Board of Directors of such breach; (iv) intentional and
material damage to the Company’s property; or (v) death, severe physical
or mental disability.

                      (f)       For purposes of the Repurchase Option, “Good Reason” shall mean any of the
following actions taken without Cause by the Company or a successor corporation
or entity without Purchaser’s consent: (i) substantial reduction of
Purchaser’s rate of compensation, unless such reduction is part of an
across-the-board reduction in executive compensation approved by the Company’s
Board; (ii) material reduction in purchaser’s duties, provided, however,
that a change in job position (including a change in title) shall not be deemed
a “material reduction” unless Purchaser’s new duties are substantially reduced
from the prior duties; or (iii) relocation of Purchaser’s principal place
of employment to a place greater than 50 miles from Purchaser’s then-current
principal place of employment.

                      (g)       For purposes of the Repurchase Option “Corporate Transaction” shall mean (a) a
sale of substantially all of the assets of the Company; (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation in which shareholders immediately before the merger
or consolidation have, immediately after the merger or consolidation, greater
stock voting power); or (c) a reverse merger in which the Company is the
surviving corporation but the shares of the Company’s common stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form 


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of securities, cash or
otherwise (other than a reverse merger in which shareholders immediately before
the merger have, immediately after the merger, greater stock voting power); or
(d) any transaction or series of related transactions in which in excess of 50%
of the Company’s voting power is transferred, other than the sale by the
Company of stock in transactions the primary purpose of which is to raise
capital for the Company’s operations and activities.

          5.       Transferability of the Shares; Escrow.

                      (a)       Purchaser hereby authorizes and directs the secretary of the Company, or such
other person designated by the Company, to transfer the Unvested Shares as to
which the Repurchase Option has been exercised from Purchaser to the Company.

                      (b)       To insure the availability for delivery of Purchaser’s Unvested Shares upon
reacquisition by the Company pursuant to the Repurchase Option under
Section 4, Purchaser hereby appoints the Secretary of the Company, or any
other person designated by the Company as escrow agent, as its attorney-in-fact
to sell, assign and transfer unto the Company, such Unvested Shares, if any,
repurchased by the Company pursuant to the Repurchase Option and shall, upon
execution of this Agreement, deliver and deposit with the Secretary of the
Company, or such other person designated by the Company, the share certificates
representing the Unvested Shares, together with the Assignment Separate from
Certificate attached to the Grant Notice as Attachment III duly endorsed
in blank.  The Unvested Shares and stock
assignment shall be held by the Secretary in escrow, pursuant to the Joint
Escrow Instructions of the Company and Purchaser attached to the Grant Notice
as Attachment IV, until the Company exercises its Repurchase Option as
provided in Section 4, until such Unvested Shares are vested, or until
such time as this Agreement no longer is in effect.  As a further condition to the Company’s obligations under this
Agreement, the spouse of the Purchaser, if any, shall execute and deliver to
the Company the Consent of Spouse attached to the Grant Notice as
Attachment V.  Upon vesting of the
Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the
certificate or certificates representing such Shares in the escrow agent’s
possession belonging to the Purchaser, and the escrow agent shall be discharged
of all further obligations hereunder; provided, however, that the escrow agent
shall nevertheless retain such certificate or certificates as escrow agent if
so required pursuant to other restrictions imposed pursuant to this Agreement.

                      (c)       The Company, or its designee, shall not be liable for any act it may do or omit
to do with respect to holding the Shares in escrow and while acting in good
faith and in the exercise of its judgment.


                      (d)       Transfer or sale of the Shares is subject to restrictions on transfer imposed
by any applicable state and federal securities laws.  Any transferee shall hold such Shares subject to all the
provisions hereof and the related agreements executed by the Purchaser with
respect to any Unvested Shares purchased by Purchaser and shall acknowledge the
same by signing a copy of this Agreement.

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          6.       Parachute Payments.

                      (a)       If any payment or benefit Purchaser would receive pursuant to a Corporate
Transaction from the Company or otherwise (“Payment”) would (i) constitute
a “parachute payment” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), and (ii) but for this
sentence, be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then such Payment shall be reduced to the Reduced
Amount.  The “Reduced Amount” shall be
either (x) the largest portion of the Payment that would result in no portion
of the Payment being subject to the Excise Tax or (y) the largest portion, up
to and including the total, of the Payment, whichever amount, after taking into
account all applicable federal, state and local employment taxes, income taxes,
and the Excise Tax (all computed at the highest applicable marginal rate),
results in Purchaser’s receipt, on an after-tax basis, of the greater amount of
the Payment notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax.  If a
reduction in payments or benefits constituting “parachute payments” is
necessary so that the Payment equals the Reduced Amount, reduction shall occur
in the following order unless Purchaser elects in writing a different order (provided, however,
that such election shall be subject to Company approval if made on or after the
date on which the event that triggers the Payment occurs): reduction of cash
payments; cancellation of accelerated vesting of stock awards; reduction of
employee benefits.  In the event that
acceleration of vesting of stock award compensation is to be reduced, such acceleration
of vesting shall be cancelled in the reverse order of the date of grant of
Purchaser’s stock awards unless Purchaser elects in writing a different order
for cancellation.

                      (b)       The accounting firm engaged by the Company for general audit purposes as of the
day prior to the effective date of the Corporate Transaction shall perform the
foregoing calculations.  If the
accounting firm so engaged by the Company is serving as accountant or auditor for
the individual, entity or group effecting the Corporate Transaction, the
Company shall appoint a nationally recognized accounting firm to make the
determinations required hereunder.  The
Company shall bear all expenses with respect to the determinations by such
accounting firm required to be made hereunder.


                      (c)       The accounting firm engaged to make the determinations hereunder shall provide
its calculations, together with detailed supporting documentation, to the
Company and purchaser within fifteen (15) calendar days after the date on which
Purchaser’s right to a Payment is triggered (if requested at that time by the
Company or Purchaser) or such other time as requested by the Company or
Purchaser.  If the accounting firm
determines that no Excise Tax is payable with respect to a Payment, it shall
furnish the Company and Purchaser with an opinion reasonably acceptable to
Purchaser that no Excise Tax will be imposed with respect to such Payment.  Any good faith determinations of the
accounting firm made hereunder shall be final, binding and conclusive upon the
Company and Purchaser.

          7.       Ownership, Voting Rights, Duties.  This
Agreement shall not affect in any way the ownership, voting rights or other
rights or duties of Purchaser, except as specifically provided herein.

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          8.       Legends.  The share certificate
evidencing the Shares issued hereunder shall be endorsed with the following
legend (in addition to any legend required under applicable state securities
laws):

	
   
	
   
	
  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
  TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH
  IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS
  ON FILE WITH THE SECRETARY OF THE COMPANY.




          9.       No Employment Rights.  This
Agreement is not an employment contract and nothing in this Agreement shall
affect in any manner whatsoever the right or power of the Company (or a parent
or subsidiary of the Company) to terminate Purchaser’s employment for any
reason at any time, with or without cause and with or without notice.

          10.    Notices.  Notices required
hereunder shall be given in person or by registered mail to the address of
Purchaser shown on the records of the Company, and to the Company at their
respective principal executive offices.


          11.    Survival of Terms.  This
Agreement shall apply to and bind Purchaser and the Company and their
respective permitted assignees and transferees, heirs, legatees, executors,
administrators and legal successors.

          12.    Section 83(b) Elections. 
Purchaser understands that Section 83(a) of the Internal Revenue
Code of 1986, as amended (the “Code”), taxes as ordinary income the difference
between the amount paid for the Shares and the fair market value of the Shares
as of the date any restrictions on the Shares lapse.  In this context, “restriction” includes the right of the Company
to buy back the Shares pursuant to the Repurchase Option set forth in
Section 4 above.  Purchaser
understands that Purchaser may elect to be taxed at the time the Shares are
purchased, rather than when and as the Repurchase Option expires, by filing an
election under Section 83(b) (an “83(b) Election”) of the Code with the
Internal Revenue Service within thirty (30) days from the date of purchase.  Even if the fair market value of the Shares
at the time of the execution of this Agreement equals the amount paid for the
Shares, the 83(b) Election must be made to avoid income under
Section 83(a) in the future. 
Purchaser understands that failure to file such an 83(b) Election in a
timely manner may result in adverse tax consequences for Purchaser.  Purchaser further understands that an
additional copy of such 83(b) Election is required to be filed with his or her
federal income tax return for the calendar year in which the date of this
Agreement falls.  Purchaser acknowledges
that the foregoing is only a summary of the effect of United States federal
income taxation with respect to purchase of the Shares hereunder, and does not
purport to be complete.  Purchaser further
acknowledges that the Company has directed Purchaser to seek independent advice
regarding the applicable provisions of the Code, the income tax laws of any
municipality, state or foreign country in which Purchaser may reside, and the
tax consequences of Purchaser’s death. 
Purchaser assumes all responsibility for filing an 83(b) Election and
paying all taxes resulting from such election or the lapse of the restrictions
on the Shares.

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  PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE
  RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER
  SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE
  TO MAKE THIS FILING ON PURCHASER’S BEHALF.




          13.    Representations.  Purchaser has
reviewed with his own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this
Agreement.  Purchaser is relying solely
on such advisors and not on any statements or representations of the Company or
any of its agents.  Purchaser
understands that he (and not the Company) shall be responsible for his own tax
liability that may arise as a result of this investment or the transactions
contemplated by this Agreement.

          14.    Governing Law.  This Agreement
shall be governed by and construed and enforced in accordance with applicable
laws of the State of California.  The
parties agree that any action brought by either party to interpret or enforce
any provision of this Agreement shall be brought in, and each party agrees to,
and does hereby, submit to the jurisdiction and venue of, the appropriate state
or federal court for the district encompassing the Company’s principal place of
business.

          15.    Independent Counsel.  Purchaser
acknowledges that this Agreement has been prepared on behalf of the Company by
Cooley Godward LLP, counsel to the Company and that Cooley Godward LLP does not
represent, and is not acting on behalf of, Purchaser.  Purchaser has been provided with an opportunity to consult with
Purchaser’s own counsel with respect to this Agreement.

          16.    Entire Agreement; Amendment. 
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes and merges all prior
agreements or understandings, whether written or oral.  This Agreement may not be amended, modified
or revoked, in whole or in part, except by an agreement in writing signed by
each of the parties hereto.

          17.    Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. 
In the event that the parties cannot reach a mutually agreeable and
enforceable replacement for such provision, then (i) such provision shall
be excluded from this Agreement, (ii) the balance of the Agreement shall
be interpreted as if such provision were so excluded and (iii) the balance
of the Agreement shall be enforceable in accordance with its terms.


	
   
	
   
	
  PURCHASER HAS READ THIS AGREEMENT AND IS FAMILIAR
  WITH ITS TERMS AND PROVISIONS. 
  PURCHASER HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL
  DECISIONS OR INTERPRETATIONS OF THE BOARD UPON ANY QUESTIONS ARISING UNDER
  THIS AGREEMENT.




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          IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth
above.

	
   
	
  COMPANY

	
   
	
   

	
   
	
  TRIPATH TECHNOLOGY, INC.

	
   
	
   

	
   
	
  By:
	
   

  
	
   
	
   
	
  

  
	
   
	
   

	
   
	
  Title:
	
   

  
	
   
	
   
	
  

  
	
   
	
   

	
   
	
  PURCHASER

	
   
	
   

	
   
	
   

	
   
	
  

  
	
   
	
  Name

	
   
	
   

	
   
	
  Address :
	
   

  
	
   
	
   
	
  

  
	
   
	
   

	
   
	
  

  
	
   
	
  Soc. Sec. No.: