Exhibit 10.1


                              RESIGNATION AGREEMENT

         This Agreement by and between David D. French ("Mr. French") a resident
of Austin,  Texas, and Cirrus Logic,  Inc.  ("Cirrus" or "Company"),  a Delaware
corporation, is made and effective this 5 day of March, 2007 ("Effective Date").

         Whereas,  Mr.  French is  employed  by Cirrus  as  President  and Chief
Executive  Officer  pursuant to an Employment  Agreement dated February 27, 2002
("Employment Agreement");

         Whereas,  Mr.  French is a member of the Board of  Directors  of Cirrus
("Board");

         Whereas,  Cirrus has granted Mr. French restricted stock pursuant to an
agreement  providing a grant date of June 25 ("Restricted  Stock Agreement") and
stock  options  pursuant to agreements  providing  grant dates of June 25, 1998;
October 8, 1998;  June 3, 1999;  July 29, 1999;  May 25, 2000;  October 3, 2000;
August 15, 2001;  February 27, 2002; April 4, 2002; February 26, 2003; March 31,
2003;  March  26,  2004;  July  29,  2004;  March 2,  2005;  and  March 1,  2006
(collectively, "Stock Option Agreements");

         Whereas,  effective  immediately,  Mr. French  desires  voluntarily  to
resign as President and Chief  Executive  Officer,  as a member of the Board and
all other  positions  he may have with  Cirrus or any  affiliated  company,  and
Cirrus desires to accept such resignations effective immediately;

         Whereas,  in  connection  with Mr.  French's  resignation,  the parties
desire to amend and restate  their rights and  obligations  with respect to each
other;

         Now, therefore, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, Mr. French and Cirrus agree:

         1. To be effective immediately,  Mr. French hereby resigns as President
and  Chief  Executive  Officer,  as a member  of the  Board,  and from all other
positions he may hold with Cirrus or any affiliated  company,  and Cirrus hereby
accepts Mr. French's  resignation  from all such  positions.  Mr. French further
agrees to execute such  documents  and take such acts as the Company  determines
necessary to affect his resignation from all such positions.

         2. On the date that is six months following the Effective Date,  Cirrus
shall pay Mr.  French in cash four  hundred  seventy-seven  thousand six hundred
dollars ($477,600) and such payment,  except as otherwise  specifically provided
herein,  shall be full and complete  accord and  satisfaction of all obligations
under his  Employment  Agreement or any severance plan or program of any kind or
character  Cirrus or any  affiliated  company may have to Mr.  French.  Payments
under this section shall not be subject to offset; provided, however, the amount
to be repaid as  provided  in Section 7 may be offset  from this  payment if not
previously paid by Mr. French.

         3. The  stock  options  granted  to Mr.  French  with  Date of Grant on
October 3, 2000 (which consist of options to purchase 150,000 shares) and August
15,  2001  (which  consist of options to  purchase  150,000  shares)  are hereby
cancelled and are not exercisable by Mr. French.
<PAGE>

         4. Fifty  percent  (50%) of those  stock  options  granted  Mr.  French
pursuant to the Stock Option  Agreements  with Date of Grant after  February 27,
2002,  which have not previously  vested,  shall vest on the Effective Date. All
such options shall become fully exercisable  subject to the terms and conditions
of the Cirrus Logic,  Inc. 1996 Stock Option Plan ("1996 Plan"),  the individual
Stock Option Agreements,  and such restrictions,  if any, as required by federal
law or regulation or the regulation of any stock  exchange.  The remaining fifty
percent (50%) of stock options  granted Mr. French  pursuant to the Stock Option
Agreements with Date of Grant after February 27, 2002, which have not previously
vested, shall terminate and no longer be exercisable.

         5. All stock  options  granted to Mr. French which shall have vested on
or before the Effective Date shall remain exercisable for three months following
the Effective  Date,  after which date such stock  options  shall  terminate and
shall no longer be exercisable.  Provided,  however, in the event the Company is
prohibited  from issuing  common stock  pursuant to the  Company's  stock option
plans during the three month period  following  the Effective  Date,  the period
during which Mr. French may exercise his vested  options shall be extended until
the later of (i) 30 days following the prohibited period,  (ii) 90 days from the
Effective  Date,  or (iii) on the same  terms and  conditions  as  non-executive
employees rights to exercise vested stock options are extended,  if an extension
is granted as a result of the  prohibition  on  Company's  issuing  common stock
during the three months following the Effective Date; but in no event under (i),
(ii) or (iii)  greater than 180 days from the  Effective  Date. In the event Mr.
French exercises on or after the Effective Date stock options  previously vested
or vested as provided herein,  any such exercise shall be according to the terms
and conditions of the 1996 Plan, the individual Stock Option Agreements and such
restriction,  if any, as required by federal law or regulation or the regulation
of any stock exchange;  provided,  however, Mr. French hereby agrees (1) that he
will not exercise any vested stock options until the prohibited period ends with
the  Company  and its public  accountants,  in  accordance  with U.S.  Generally
Accepted  Accounting  Principles,   restatement  of  such  historical  financial
statements as the Company and its public accountants  determine  appropriate and
such related  financial  statements  are filed with the  Securities and Exchange
Commission  ("SEC") and (2) that the exercise  price for such  options  shall be
adjusted as determined  appropriate by the  Administrator (as defined in the1996
Plan) to satisfy the fair market  value  requirements  of the 1996 Stock  Option
Plan based upon the  accounting  measurement  date for the grant of such options
recognized by the Company in its restatement of historical financial statements.

         6. To the extent Mr. French has prior to the  Effective  Date vested in
restricted  stock pursuant to the Restricted  Stock Agreement or exercised stock
options pursuant to the Stock Option Agreements, Mr. French hereby agrees (1) to
amend any tax return and, if required, pay all applicable taxes, penalties,  and
interest  to  account  for any  adjustment  to the  grant  date or stock  option
exercise price determined  appropriate by the  Administrator  (as defined in the
plan) pursuant to the 1996 Plan based upon the accounting  measurement  date for
the grant of such restricted stock and options  recognized by the Company in its
restatement  of  historical  financial  statements,  and (2) pay the Company the
difference  between the exercise price paid upon exercise and the exercise price
as determined  appropriate  by the  Administrator  (as defined in the 1996 Plan)
pursuant  to the 1996 Plan based upon the  accounting  measurement  date for the
grant of such  restricted  stock and stock options  recognized by the Company in
its restatement of historical financial statements.

                                     Page 2
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         7.  If  the  Company,   in  accordance  with  U.S.  Generally  Accepted
Accounting  Principles,  determines  restatement  of  the  Company's  historical
financial  statements  filed with the SEC would have  resulted in Mr. French not
earning a bonus or  incentive  compensation  for any such  period  or  earning a
reduced bonus or incentive  compensation under either the Variable  Compensation
Plan or Executive Incentive Plan, then Mr. French shall within five (5) business
days of receiving notice of such restatement repay to Cirrus that portion of any
bonus or incentive compensation that would not have been earned had the restated
financial   statements   been  used  to   calculate   such  bonus  or  incentive
compensation.  The parties  agree that the amount to be repaid  pursuant to this
section shall not exceed one hundred thousand dollars ($100,000).

         8. Mr.  French  shall  receive  such  benefits  as he may have from the
Company's  retirement  plan  according to the terms and  conditions of that plan
pursuant to any elections made by Mr. French.

         9. Sections 2(d), 9, and 14, relating to Relocation,  Moving  Expenses,
Governing  Law, and  Arbitration,  respectively,  shall remain in full force and
effect;   otherwise,   the  Employment   Agreement  is  hereby   superseded  and
extinguished by this Agreement.

         10. All prior  agreements  between Mr. French and Cirrus and all common
law obligations of Mr. French to Cirrus relating to trade secrets,  confidential
and proprietary information;  inventions and original works; competition against
the Company; and solicitation of Company customers and employees shall remain in
full force and effect.

         11. The  Indemnification  Agreement between Mr. French and Cirrus dated
June 25, 1998 shall remain in full force and effect.

         12. On reasonable notice and request of Cirrus' General Counsel or such
other person  designated by the Board, Mr. French shall cooperate with Cirrus in
all  matters  related to his  employment  with  Cirrus or the  winding up of any
pending work and the orderly transfer of such work; any investigation or inquiry
undertaken  by  Cirrus,  its  Board  or  any  committee  of  the  Board,  or any
governmental   agency  or  stock  exchange   including  without  limitation  the
Securities  and Exchange  Commission,  the  Department of Justice and The Nasdaq
Stock  Market,  Inc.;  and with  respect  to any  litigation  or  administrative
proceeding against Cirrus or any employee,  officer,  or director of Cirrus. Mr.
French's duty of cooperation includes but is not limited to taking such acts and
executing  such  documents  as  the  Company  determines   appropriate  and  are
commercially and legally reasonable.

         13. Mr. French will deliver to Cirrus  immediately all business records
in his  possession,  custody,  or  control,  including  without  limitation  all
analyses,  correspondence,  data, or  information,  memoranda,  notes,  records,
documents, or other materials (in whatever form maintained,  whether electronic,
hard copy or otherwise)  composed or received by Mr.  French,  solely or jointly
with others, related in any manner to the past, present, or anticipated business
of Cirrus or any  affiliated  company  and all  property  owned by Cirrus or any
affiliated  company.  Mr. French  represents  and agrees that he has no claim or
right,  title or  interest  in any  property  designated  on Cirrus'  records as
property or assets of Cirrus.  Mr. French shall remove all property owned by him
from Cirrus' premises immediately.

                                     Page 3
<PAGE>

         14.  Should any  provision  of this  Agreement be held to be invalid or
wholly or partially unenforceable by a final, non-appealable judgment in a court
of  competent  jurisdiction,  such  holding  shall  not  invalidate  or void the
remainder  of  this  Agreement,  and  those  portions  held  to  be  invalid  or
unenforceable  shall be  revised  and  reduced  in  scope so as to be valid  and
enforceable  or, if such is not possible,  then such portions shall be deemed to
have been wholly excluded with the same force and effect as if it had never been
included herein.

         15. The parties  understand  and agree that the terms of this Agreement
are to compromise  doubtful and disputed claims between them, avoid  litigation,
and buy peace, and that no statement or consideration  herein shall be construed
as an admission of any claim, such admissions being expressly denied.

         16. This Agreement shall be governed by and construed and enforced,  in
all respects,  in accordance  with the laws of the State of Texas without regard
to conflict of law  principles  unless  preempted  by federal law, in which case
federal law shall govern.

         17. Except as expressly  provided  herein,  this Agreement  supersedes,
replaces,  and merges all previous  agreements and  discussions  relating to Mr.
French'  resignation  from all positions with Cirrus and  constitutes the entire
agreement   between  Mr.  French  and  Cirrus  with  respect  to  Mr.   French's
resignation.  The  parties  execute  this  Agreement  without  reliance  on  any
representation  or promise,  of any kind or  character,  not expressly set forth
herein.  This Agreement may not be changed or terminated  orally, and no change,
termination,  or  waiver  of  this  Agreement  or any of the  provisions  herein
contained shall be binding unless made in writing and signed by all parties, and
in the case of Cirrus, by an authorized officer.

         18.  Except  for  proceedings  seeking  injunctive  relief,  including,
without  limitation,  allegations of  misappropriation of trade secrets or other
confidential and proprietary information,  copyright or patent infringements, or
breach of any anti-competition  and no solicitation  provisions of any agreement
between Mr.  French and Cirrus,  any  controversy  or claim arising out of or in
relation  to  this  Agreement,  or the  breach  thereof,  shall  be  settled  by
arbitration in accordance with the commercial  arbitration rules of the American
Arbitration  Association  ("AAA"),  and judgment upon the award  rendered by the
arbitrator may be entered in any court having jurisdiction thereof.  Arbitration
of this  Agreement  shall include all claims,  regardless of whether the dispute
arises  during  the  term  of the  Agreement,  at the  time  of  termination  or
thereafter. Either party may initiate the arbitration proceedings, for which the
provision is herein made, by notifying the opposing  party,  in writing,  of its
demand to  arbitrate.  In any such  arbitration,  there shall be  appointed  one
arbitrator  who  shall  be  selected  in  accordance  with  the  AAA  Commercial
Arbitration Rules. The place of arbitration shall be Austin,  Texas. The parties
agree that the award of the  arbitrator  shall be the sole and exclusive  remedy
between  them  regarding  any  claims,  counterclaims,   issues  or  accountings
presented or plead to the  arbitrator;  that the  arbitrator  shall be the final
judge of both law and fact in arbitration of disputes arising out of or relating
to this Agreement,  including the interpretation of the terms of this Agreement.
The  parties  further  agree it shall  be the  sole  and  exclusive  duty of the
arbitrator to determine the  arbitrability of issues in dispute and that neither
party shall have recourse to the court of such a determination.

                                    Page 4
<PAGE>

19. Any notices  required or permitted to be given under this Agreement shall be
properly made if delivered, in the case of Cirrus, to:

                  2901 Via Fortuna
                  Austin, TX  78746
                  Attention:  General Counsel

                  In the case of Mr. French to:

                  8206 Tyndale Cove
                  Austin, TX  78733

         20. Mr.  French  shall be solely  responsible  for payment of all taxes
incurred  with  respect to the  payments  set forth  herein,  including  but not
limited to federal income and excise taxes and shall  indemnify the Company with
respect to any liability  arising from his failure to pay any and all applicable
taxes.  The Company  shall,  as required,  withhold  from any payment  hereunder
amounts required by any taxing authority.

         21. This  Agreement  shall be for the  benefit of and binding  upon the
parties   and  their   respective   heirs,   personal   representatives,   legal
representatives,  successors  and,  as to  Cirrus,  assigns,  including  without
limitation, any successor to Cirrus by merger,  consolidation,  sale of stock or
assets, or otherwise.

         In witness  whereof,  the  parties  have caused  this  Agreement  to be
executed in multiple  counterparts,  each of which shall be deemed an  original,
but all of which together shall  constitute one  instrument,  at Austin,  Travis
County, Texas on the Effective Date.


                                    /s/ David D. French
                                    -------------------
                                    David D. French



                                    Cirrus Logic, Inc.


                                    By: /s/ Michael L. Hackworth
                                    ----------------------------
                                    Michael L. Hackworth

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