Exhibit 10.11A

INCENTIVE STOCK OPTION

[[Name]], Optionee:

Silicon Storage Technology, Inc. (the "Company"),pursuant to its 1995 Equity Incentive Plan (the "Plan") has this daygranted to you, the optionee named above, an option to purchase shares of thecommon stock of the Company ("Common Stock").  This option is intendedto qualify as an "incentive stock option" within the meaning ofSection 422 of the Internal Revenue Code of 1986, as amended (the"Code").

The grant hereunder is in connection with and in furtheranceof the Company's compensatory benefit plan for participation of the Company'semployees (including officers), directors or consultants and may be acceptedelectronically at the website of [OptionsLink].

The details of your option are as follows:

1.	The total number of shares of Common Stocksubject to this option is [[Sharesspell]] ([[Shares]]).  Subject to the limitationscontained herein, 12/48ths of the shares will vest (become exercisable) on[[FirstExDate]], and 1/48th of the shares will then vest each month thereafteruntil either (i) you cease to provide services to the Company for any reason, or(ii) this option becomes fully vested.

(a)	The exercise price of this option is[[SpellPrice]] ($[[Price]]) per share, being not less than the fair market value ofthe Common Stock on the date of grant of this option.

(b)	Payment of the exercise price per share is duein full upon exercise of all or any part of each installment which has accruedto you.  You may elect, to the extent permitted by applicable statutes andregulations, to make payment of the exercise price under one of the followingalternatives:

(i)	Payment of the exercise price per share in cash(including check) at the time of exercise;

(ii)	Payment pursuant to a program developed underRegulation T as promulgated by the Federal Reserve Board which results in thereceipt of cash (or check) by the Company prior to the issuance of CommonStock;

	(iii)	Provided that at the time of exercise theCompany's Common Stock is publicly traded and quoted regularly in the WallStreet Journal, payment by delivery of already-owned shares of Common Stock,held for the period required to avoid a charge to the Company's reportedearnings, and owned free and clear of any liens, claims, encumbrances orsecurity interests, which Common Stock shall be valued at its fair market valueon the date of exercise; or

**(iv)	Payment by a combination of the methods ofpayment permitted by subparagraph 2(b)(i) through 2(b)(iii) above.
**2.	The minimum number of shares with respect towhich this option may be exercised at any one time is one hundred (100), except(a) as to an installment subject to exercise, as set forth in paragraph 1, whichamounts to fewer than one hundred (100) shares, in which case, as to theexercise of that installment, the number of shares in such installment shall bethe minimum number of shares, and (b) with respect to the final exercise of thisoption this minimum shall not apply.  This option may not be exercised for anynumber of shares which would require the issuance of anything other than wholeshares.
**3.	Notwithstanding anything to the contrarycontained herein, this option may not be exercised unless the shares issuableupon exercise of this option are then registered under the Act or, if suchshares are not then so registered, the Company has determined that such exerciseand issuance would be exempt from the registration requirements of the Act.
**4.	The term of this option commences on the date ofgrant and, unless sooner terminated as set forth below or in the Plan,terminates on [[TermDate]] (which date shall be no more than ten (10) years fromthe date this option is granted).  In no event may this option be exercised onor after the date on which it terminates.  This option shall terminate prior tothe expiration of its term as follows:  three (3) months after the terminationof your employment with the Company or an affiliate of the Company (as definedin the Plan) unless one of the following circumstances exists:
**(a)	Your termination of employment is due to yourpermanent and total disability (within the meaning of Section 422(c)(6) of theCode).  This option will then terminate on the earlier of the termination dateset forth above or twelve (12) months following such termination of employment.You should be aware that if your disability is not considered a permanent andtotal disability within the meaning of Section 422(c)(6) of the Code, and youexercise this option more than three (3) months following the date of yourtermination of employment, your exercise will be treated for tax purposes as theexercise of a "nonstatutory stock option" instead of an "incentive stockoption."
**(b)	Your termination of employment is due to yourdeath.  This option will then terminate on the earlier of the termination dateset forth above or eighteen (18) months after your death.
**(c)	If during any part of such three (3) monthperiod you may not exercise your option solely because of the condition setforth in paragraph 4 above, then your option will not terminate until theearlier of the termination date set forth above or until this option shall havebeen exercisable for an aggregate period of three (3) months after yourtermination of employment.

Page 2**(d)	If your exercise of the option within three (3)months after termination of your employment with the Company or with anaffiliate would result in liability under section 16(b) of the SecuritiesExchange Act of 1934, then your option will terminate on the earlier of     (i)the termination date set forth above, (ii) the tenth (l0th) day after the lastdate upon which exercise would result in such liability or (iii) six (6) monthsand ten (10) days after the termination of your employment with the Company oran affiliate.

However, this option may be exercised following terminationof employment only as to that number of shares as to which it was exercisable onthe date of termination of employment under the provisions of paragraph 1 ofthis option.

In order to obtain the federal income tax advantagesassociated with an "incentive stock option", the Code requires that atall times beginning on the date of grant of the option and ending on the daythree (3) months before the date of the option's exercise, you must be anemployee of the Company or an affiliate, except in the event of your death orpermanent and total disability.  The Company has provided for continued vestingor extended exercisability of your option under certain circumstances for yourbenefit, but cannot guarantee that your option will necessarily be treated as an"incentive stock option" if you provide services to the Company or anaffiliate as a consultant or exercise your option more than three (3) monthsafter the date your employment with the Company and all affiliatesterminates.
**(e)	This option may be exercised, to the extentspecified above, by delivering a notice of exercise (in a form designated by theCompany) together with the exercise price to the Secretary of the Company, or tosuch other person as the Company may designate, during regular business hours,together with such additional documents as the Company may then require pursuantto subparagraph 12(e) of the Plan.
**(f)	By exercising this option you agree that:
**(i)	the Company may require you to enter anarrangement providing for the payment by you to the Company of any taxwithholding obligation of the Company arising by reason of (1) the exercise ofthis option; (2) the lapse of any substantial risk of forfeiture to which theshares are subject at the time of exercise; or (3) the disposition of sharesacquired upon such exercise;
**(ii)	you will notify the Company in writing withinfifteen (15*)*days after the date of any disposition of any of the sharesof the Common Stock issued upon exercise of this option that occurs within two(2) years after the date of this option grant or within one (1) year after suchshares of Common Stock are transferred upon exercise of this option.

Page 3**5.	This option is not transferable, except by willor by the laws of descent and distribution, and is exercisable during your lifeonly by you.  Notwithstanding the foregoing, by delivering written notice to theCompany, in a form satisfactory to the Company, you may designate a third partywho, in the event of your death, shall thereafter be entitled to exercise thisoption.
**6.	This option is not an employment contract andnothing in this option shall be deemed to create in any way whatsoever anyobligation on your part to continue in the employ of the Company, or of theCompany to continue your employment with the Company.
**7.	Any notices provided for in this option or thePlan shall be given in writing and shall be deemed effectively given uponreceipt or, in the case of notices delivered by the Company to you, five (5)days after deposit in the United States mail, postage prepaid, addressed to youat the address specified below or at such other address as you hereafterdesignate by written notice to the Company.
**8.	This option is subject to all the provisions ofthe Plan, a copy of which is attached hereto and its provisions are hereby madea part of this option, including without limitation the provisions of paragraph6 of the Plan relating to option provisions, and is further subject to allinterpretations, amendments, rules and regulations which may from time to timebe promulgated and adopted pursuant to the Plan.  In the event of any conflictbetween the provisions of this option and those of the Plan, the provisions ofthe Plan shall control.

Dated:	[[AgreeDate]]

						Very truly yours,
**						SILICON STORAGE TECHNOLOGY,INC.

 

 **
						By ______________________________

							Duly authorized on behalf of the   							Board of Directors
**Attachments:

Silicon Storage Technology, Inc. Equity Incentive Plan   Notice of Exercise   Q&A Prospectus

Page 4**(a)	Acknowledges receipt of the foregoing optionand the attachments referenced therein and understands that all rights andliabilities with respect to this option are set forth in the option and thePlan; and
**(b)	Acknowledges that as of the date of grant ofthis option, it sets forth the entire understanding between the undersignedoptionee and the Company and its affiliates regarding the acquisition of stockin the Company and supersedes all prior oral and written agreements on thatsubject with the exception of (i) the options previously granted and deliveredto the undersigned under stock option plans of the Company, and (ii) thefollowing agreements only:
**NONE   __________________                 (Initial)
**OTHER  ___________________               __________________________               __________________________

__________________________ [[Name]]
(Acceptance designated electronically at the website of [OptionsLink])

						Address: ______________________               __________________________               __________________________

Page 5******************************************