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                                                                   EXHIBIT 10.9

                                VLSI TECHNOLOGY, INC.
                                          
                               VLSI TECHNOLOGY, INC.
                                          
                                AMENDED AND RESTATED
                            EMPLOYEE STOCK PURCHASE PLAN
                                          
           (Amended and Restated Plan adopted by the Board of Directors 
           on January 15, 1987, amended by the Board on April 22, 1987, 
         February 17, 1989, March 6, 1991, February 11, 1992, February 10, 
         1993, February 28, 1995 and November 12, 1997; first approved by 
                        the stockholders on April 22, 1987).

       1.     ESTABLISHMENT OF PLAN.  VLSI Technology, Inc. (the "Company")
proposes to grant options for purchase of the Company's Common Stock to eligible
employees of the Company and Subsidiaries (as hereinafter defined) pursuant to
this Amended and Restated Employee Stock Purchase Plan (the "Plan").  For
purposes of this Plan, "parent corporation" and "Subsidiary" (collectively,
"Subsidiaries") shall have the same meanings as "parent corporation" and
"subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code"). The Company intends that
the Plan shall qualify as an "employee stock purchase plan" under Section 423 of
the Code (including any amendments or replacements of such section), and the
Plan shall be so construed.  Any term not expressly defined in the Plan but
defined for purposes of such Section 423 shall have the same definition herein. 
A total of 11,000,000 shares of Common Stock are reserved for issuance under the
Plan.  Such number shall be subject to adjustments effected in accordance with
Section 14 of the Plan.  All shares purchased under the Plan since its initial
adoption on August 1, 1983 shall be counted against the 11,000,000 shares
reserved under the Plan.

       2.     PURPOSES.  The purpose of the Plan is to provide employees of the
Company and Subsidiaries with a convenient means to acquire an equity interest
in the Company through payroll deductions, to enhance such employees' sense of
participation in the affairs of the Company and Subsidiaries, and to provide an
incentive for continued employment.

       3.     ADMINISTRATION.

       (a)    ADMINISTRATIVE BODY.  The Plan is administered by the Compensation
Committee appointed by the Board of Directors of the Company or, if no such
Committee has been appointed, then by the Board of Directors of the Company (in
which event all references herein to the Compensation Committee shall be to the
Board of Directors).  Subject to the provisions of the Plan, the limitations of
Section 423 of the Code or any successor provision in the Code and the
requirements of Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended, or any successor provision ("Rule 16b-3"), all questions of
interpretation or application of the Plan shall be determined by the
Compensation Committee, and its decisions shall be final and binding upon all
participants.  Members of the Compensation Committee shall receive no
compensation for their services in connection with the administration of the
Plan, other than standard fees as established from time to time by the Board of
Directors of the Company for services rendered by Board members serving on Board
committees.  All expenses incurred in connection with the administration of the
Plan shall be paid by the Company.

       (b)    RULE 16b-3 LIMITATIONS.  Notwithstanding the provisions of
Subsection (a) of this Section 3, in the event that Rule 16b-3 provides specific
requirements for the administrators of plans of this type, the Plan shall only
be administered by such a body and in such a manner as shall comply with the


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applicable requirements of Rule 16b-3.  Unless permitted by Rule 16b-3, no
discretion concerning decisions regarding the Plan shall be afforded to any
committee or person that is not "disinterested" as that term is used in Rule
16b-3.

       4.     ELIGIBILITY.  Any employee of the Company or the Subsidiaries is
eligible to participate in an Offering Period (as hereinafter defined) under the
Plan except the following:

       (a)    employees who are not employed by the Company or Subsidiaries on
the fifteenth (15th) day of the month before the beginning of such Offering
Period;
       
       (b)    employees who are customarily employed for less than twenty (20)
hours per week;
       
       (c)    employees who are customarily employed for less than five (5)
months in a calendar year;
       
       (d)    employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock
and/or hold options to purchase stock or who, as a result of being granted an
option under the Plan with respect to such Offering Period, would own stock
and/or hold options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or any of its Subsidiaries; and
       
       (e)    employees who would, by virtue of their participation in such
Offering Period, be participating simultaneously in more than one Offering
Period under the Plan. 

       5.     OFFERING DATES.  The Plan is implemented by two six-month offering
periods per year, which commence on May 1 and November 1 of each year.  The
Board of Directors of the Company shall have the power to change the duration of
Offering Periods or Purchase Periods with respect to future offerings without
stockholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period or Purchase
Period, as the case may be, to be affected.  In the event of dissolution or
liquidation, the Offering Period will terminate immediately prior to the
consummation of such action, unless otherwise provided by the Board.

       6.     PARTICIPATION IN THE PLAN.  Eligible employees may become
participants in an Offering Period under the Plan on the first Offering Date
after satisfying the eligibility requirements by delivering to the Company's or
Subsidiary's (whichever employs such employee) payroll office (the "payroll
office") not later than the fifteenth (15th) day of the month before such
Offering Date (unless a later time for filing the subscription agreement is set
by the Board for all eligible Employees with respect to a given Offering Period)
a subscription agreement authorizing payroll deductions.  An eligible employee
who does not deliver a subscription agreement to the payroll office by such date
after becoming eligible to participate in such Offering Period under the Plan
shall not participate in that Offering Period or any subsequent Offering Period
unless such employee subsequently enrolls in the Plan by filing the subscription
agreement with the payroll office not later than the fifteenth (15th) day of the
month preceding a subsequent Offering Date.  Once an employee becomes a
participant in the Plan, such employee will automatically participate in each
successive Offering Period until such time as such employee withdraws from the
Plan or terminates further participation in a given Offering Period as set forth
below, and is not required to file any additional subscription agreements for
subsequent Offering Periods in order to continue participation in the Plan.  A
participant in the Plan may participate in only one Offering Period at any time.


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       7.     GRANT OF OPTION ON ENROLLMENT.

       (a)    ENROLLMENT; MAXIMUM SHARES SUBJECT TO OPTION. Enrollment by an 
eligible employee in the Plan with respect to an Offering Period will 
constitute the grant (as of the Offering Date) by the Company to such 
employee of an option to purchase on each Purchase Date up to that number of 
shares of Common Stock of the Company determined by dividing the amount 
accumulated in such employee's payroll deduction account during such Purchase 
Period by the lower of (i) eighty-five percent (85%) of the fair market value 
of a share of the Company's Common Stock on the Offering Date (the "Entry 
Price") or (ii) eighty-five percent (85%) of the fair market value of a share 
of the Company's Common Stock on the Purchase Date; provided, however, that 
the number of shares of the Company's Common Stock subject to any option 
granted pursuant to this Plan shall not exceed the lesser of (A) the 
aggregate of the maximum number of shares set by the Compensation Committee 
pursuant to Section 10(c) below with respect to each Purchase Period within 
the applicable Offering Period, or (B) 8,400 shares. The number of shares of 
Common Stock which are exercisable on a given Purchase Date within an 
Offering Period shall be determined by dividing the employee's payroll 
deductions accumulated during the Purchase Period ending on such Purchase 
Date by the lower of the Entry Price for such Offering Period or eighty-five 
percent (85%) of the fair market value of a share of the Company's Common 
Stock on such Purchase Date; provided, however, that the number of shares 
exercisable on any Purchase Date shall not exceed the lesser of (x) the 
maximum number of shares set by the Compensation Committee pursuant to 
Section 10(c) below with respect to such Purchase Period, or (y) 8,400 shares 
less any shares purchased by such employee on prior Purchase Dates within the 
same Offering Period.  Fair market value of a share of the Company's Common 
Stock shall be determined as provided in Section 8 hereof.
       
       (b)    RE-ENROLLMENT.  Re-enrollment by a participant in the Plan (but
not merely a change in the level of payroll deductions other than a reduction of
payroll deductions to 0%) will constitute the grant by the Company to the
participant of a new option on the first day of the next Offering Period that
commences on or after the date that such re-enrollment occurs.  Any participant
whose option expires and who has not withdrawn from the Plan will automatically
be re-enrolled in the Plan and granted a new option on the Offering Date of the
next Offering Period.

       8.     PURCHASE PRICE.

       (a)    PURCHASE PRICE DETERMINATION.  The purchase price per share at
which a share of Common Stock will be sold in any Offering Period shall be
eighty-five percent (85%) of the lesser of:

              (i)    The fair market value on the Offering Date; or

              (ii)   The fair market value on the Purchase Date.

       (b)    FAIR MARKET VALUE.  For purposes of the Plan, the term "fair
market value", on a particular date shall mean the following amount for such
date (or, if no prices are reported for such date, then for the last date prior
thereto for which prices were reported): 

       (c)
       
              (i)    the closing price of a share of the Company's Common 
       Stock, as reported on the NASDAQ National Market System or as reported 
       on such other stock exchange or market system as the Common Stock is 
       traded on, or 

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              (ii)   if no closing price for the Common Stock is so quoted, 
       then the average of the closing bid and asked prices, or 
                     
              (iii)  if neither of the foregoing is reported, then as 
       determined by the Compensation Committee.
       
       9.     PAYROLL DEDUCTIONS; ISSUANCE OF SHARES.

       (a)    PAYROLL DEDUCTION PERCENTAGE; ELIGIBLE COMPENSATION. The purchase
price of the shares is accumulated by regular payroll deductions made during
each Purchase Period, which deductions are to be made as a percentage of the
employee's regular compensation.  Upon initial subscription to an Offering
Period under the Plan, a participant must authorize a deduction of not less than
one-tenth of one percent (0.1%) of the participant's regular compensation (the
"Initial Deduction Rate"). All deduction percentages of less than one percent
(1%) may only be made in increments of one-tenth of one percent (0.1%).  All
deduction percentages of one percent (1%) or more may only be made in increments
of one percent (1%).  Regular compensation shall mean all gross earnings,
including regular straight time pay, payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses, and commissions, but
excluding profit sharing and any other income (such as relocation expenses,
automobile reimbursement, severance payments or other employee benefits).  For
purposes of determining a participant's compensation, any election by such
participant to reduce his/her regular cash remuneration under Code Section 125
or 401(k) shall be treated as if the participant did not make such election. 
Payroll deductions shall commence on the first payday following the Offering
Date and shall continue to be made on each payday during the Offering Period
unless altered or terminated as provided in the Plan.
         
       (b)    CHANGE IN RATE OF PAYROLL DEDUCTIONS.  A participant may 
decrease (but not increase) the rate of payroll deductions during a Purchase 
Period by filing with the payroll office a new authorization for payroll 
deductions, in which case the new rate shall become effective for the next 
payroll period commencing more than fifteen (15) days after the payroll 
office's receipt of the authorization.  Such change in the rate of payroll 
deductions may be made at any time during an Offering Period, but not more 
than one change may be made effective during any Purchase Period.  
Notwithstanding subsection (a) of this Section 9, a participant may decrease 
the rate of payroll deductions during a Purchase Period to a rate of zero 
percent (0%) after the Initial Deduction Rate has been chosen and at least 
one deduction has been made in accordance therewith during the Purchase 
Period.  In such a case, the participant will continue to participate in the 
current Purchase Period to the extent of payroll deductions that have been 
made during such Purchase Period and prior to the reduction of the rate to 
0%, but such participant will be considered to have withdrawn from any future 
Purchase Periods during such Offering Period and from the Plan effective 
immediately following the Purchase Date relating to the Purchase Period 
during which such reduction in payroll deductions to 0% was made such that 
the total amount of payroll deductions made during such Purchase Period are 
used to purchase shares of Common Stock in accordance with Section 7(a) 
hereof; PROVIDED, HOWEVER, that a participant who so withdraws from the Plan 
may re-enroll in the Plan for the next or any subsequent Offering Period 
following such withdrawal pursuant to Section 6 hereof.  A participant may 
increase (subject to the limitations contained herein) or decrease the rate 
of payroll deductions for any subsequent Purchase Period by filing with the 
payroll office a new authorization for payroll deductions not later than the 
fifteenth (15th) day of the month before the beginning of such Purchase 
Period.  Such changed rate of payroll deductions shall be subject to the 
limitations described in Subsection (a) of this Section.
         

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       (c)    NO SEGREGATION OF PAYROLL DEDUCTIONS REQUIRED; NO INTEREST.  All
payroll deductions made for a participant are credited to his/her account under
the Plan and are deposited with the general funds of the Company; no interest
accrues on the payroll deductions.  All payroll deductions received or held by
the Company may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
         
       (d)    PURCHASE OF SHARES.  On each Purchase Date, so long as the Plan
remains in effect and provided that the participant has not submitted a signed
and completed withdrawal form before that date which notifies the Company that
the participant wishes to withdraw from that Offering Period under the Plan and
have all payroll deductions accumulated in the participant's account on that
date returned to him/her, the Company shall apply the funds then in the
participant's account to the purchase of whole shares of Common Stock reserved
under the option granted to such participant with respect to the Offering Period
to the extent that such option is exercisable on the Purchase Date.  The
purchase price per share shall be as specified in Section 8 of the Plan.  Any
amount remaining in such participant's account after a purchase of shares on a
Purchase Date shall, to the extent that such amount is less than the amount
necessary to purchase a full share of Common Stock of the Company, be retained
in such participant's payroll deduction account and treated as an amount
contributed to such account in the next succeeding Purchase Period or, if the
Purchase Date is the last Purchase Date in an Offering Period, in the next
succeeding Offering Period.  Any additional cash remaining to the credit of a
participant's account after such purchase of shares shall be refunded to such
participant in cash.  In the event that the Plan has been oversubscribed, all
funds not used to purchase shares on the Purchase Date shall be returned to the
participant.  No Common Stock shall be purchased on a Purchase Date on behalf of
any employee whose participation in the Plan has terminated prior to such
Purchase Date.
         
       (e)    DELIVERY OF STOCK CERTIFICATES.  Subject to the provisions of this
Plan, as promptly as practicable after the Purchase Date, the Company shall
cause to be delivered to the participant certificates representing the shares
purchased by the participant.  Delivery shall be deemed effective for all
purposes when the Company's stock transfer agent deposits the stock certificates
in the United States mail addressed to the participant at the address specified
by the participant on the subscription agreement.
         
       (f)    EXERCISE OF OPTION ONLY BY PARTICIPANT.  During a participant's
lifetime, such participant's option to purchase shares hereunder is exercisable
only by him/her.  The participant will have no interest or voting right in
shares covered by his/her option until such option has been exercised.  Shares
to be delivered to a participant under the Plan will be registered in the name
of the participant or in the name of the participant and his/her spouse.

       10.    LIMITATIONS ON SHARES TO BE PURCHASED.

       (a)    $25,000 LIMITATION.  No employee shall be entitled to purchase
stock under the Plan at a rate which, when aggregated with his/her rights to
purchase stock under all other employee stock purchase plans of the Company or
any Subsidiary, exceeds $25,000 in fair market value, determined as of the
Offering Date (or such other limit as may be imposed by the Code) for each
calendar year in which the employee participates in the Plan.
         
       (b)    MAXIMUM NUMBER OF SHARES.  No more than 8,400 shares may be
purchased by a participant on any single Purchase Date or during any single
Offering Period.
         
       (c)    DECREASE IN MAXIMUM SHARES BY COMMITTEE.  No employee shall be
entitled to purchase more than the Maximum Share Amount (as defined below) on
any single Purchase Date.  Not less than 


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thirty days prior to the commencement of any Purchase Period, the 
Compensation Committee may, in its sole discretion, set a maximum number of 
shares which may be purchased by any employee on any single Purchase Date 
(hereinafter the "Maximum Share Amount").  In no event shall the Maximum 
Share Amount exceed the amounts permitted under Section 10(b) above.  If a 
new Maximum Share Amount is set, then all participants must be notified of 
such Maximum Share Amount not less than fifteen days prior to the 
commencement of the next Purchase Period.  Once the Maximum Share Amount is 
set, it shall continue to apply in respect of all succeeding Purchase Dates 
and Purchase Periods unless revised or rescinded by the Compensation 
Committee as set forth above.
         
       (d)    EQUITABLE ALLOCATION OF REMAINING SHARES.  If the number of shares
to be purchased on a Purchase Date by all employees participating in the Plan
exceeds the number of shares then available for issuance under the Plan, the
Company will make a pro rata allocation of the remaining shares in as uniform a
manner as shall be practicable and as the Compensation Committee shall determine
to be equitable.  In such event, the Company shall give written notice of such
reduction of the number of shares to be purchased under a participant's option
to each employee affected thereby.
         
       (e)    RETURN OF EXCESS PAYROLL DEDUCTIONS.  Any payroll deductions
accumulated in a participant's account which are not used to purchase stock due
to the limitations in this Section 10 shall be returned to the participant as
soon as practicable after the end of the Offering Period.
       
       11.    WITHDRAWAL.

       (a)    METHODS OF WITHDRAWAL.  Each participant may withdraw from a
Purchase Period and an Offering Period under the Plan by signing and delivering
to the payroll office notice on a form provided for such purpose.  Such
withdrawal may be elected at any time prior to the end of an Offering Period. 
In addition, a participant's reduction of his or her payroll deduction rate to
zero percent (0%) pursuant to Section 9(b) constitutes a withdrawal from the
Plan immediately following the Purchase Date relating to the Purchase Period
during which such reduction was made.
       
       (b)    EFFECT OF WITHDRAWAL.  Upon withdrawal from the Plan, the
accumulated payroll deductions shall be returned to the withdrawn employee and
his/her interest in the Plan shall terminate.  In the event an employee
voluntarily elects to withdraw from the Plan, he/she may not resume his/her
participation in the Plan during the same Offering Period, but he/she may
participate in any Offering Period under the Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll
deductions in the same manner as set forth above for initial participation in
the Plan.
         
       (c)    EXERCISE, WITHDRAWAL AND ENROLLMENT IN NEXT OFFERING PERIOD.  A
participant may participate in the current Purchase Period (the "Current
Purchase Period") under an Offering Period (the "Current Offering Period") and
enroll in the Offering Period commencing immediately after the Current Purchase
Period (the "New Offering Period") by (i) withdrawing from participation in the
Current Offering Period effective as of immediately following the purchase of
shares on the Purchase Date of the Current Purchase Period within the Current
Offering Period and (ii) enrolling in the New Offering Period.  Such withdrawal
and enrollment shall be effected by filing with the payroll office such form or
forms as are provided for such purposes.

       12.    TERMINATION OF EMPLOYMENT.  Termination of a participant's
employment for any reason, including retirement or death or the failure of a
participant to remain an eligible employee, terminates his/her participation in
the Plan immediately.  In such event, the payroll deductions credited to the


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participant's account will be returned to him/her or, in the case of his/her
death, to his/her legal representative.  For this purpose, an employee will not
be deemed to have terminated employment or failed to remain in the continuous
employ of the Company in the case of sick leave, military leave, or any other
leave of absence approved by the Board of Directors of the Company; provided
that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

       13.    RETURN OF PAYROLL DEDUCTIONS.  In the event an employee's interest
in the Plan is terminated by withdrawal, termination of employment or otherwise,
or in the event the Plan is terminated or suspended by the Board of Directors of
the Company, the Company shall promptly deliver to the employee all payroll
deductions credited to his/her account.  No interest shall accrue on the payroll
deductions of a participant in the Plan.
         
       14.    CAPITAL CHANGES.

       (a)    STOCK SPLITS.  Subject to any required action by the stockholders
of the Company, the number of shares of Common Stock covered by each option
under the Plan which has not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under the Plan but have not
yet been placed under option (collectively, the "Reserves"), as well as the
price per share of Common Stock covered by each option under the Plan which has
not yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split or the payment of a stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of 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.
         
       (b)    DISSOLUTION OR LIQUIDATION.  In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.  The Board may, in the exercise of its sole discretion in
such instances, declare that the options under the Plan shall terminate as of a
date fixed by the Board and give each participant the right to exercise his/her
option as to all of the optioned stock, including shares which would not
otherwise be exercisable.
         
       (c)    SALE OF ASSETS OR MERGER.  In the event of a proposed sale of all
or substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent option shall be substituted by the successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines,
in the exercise of its sole discretion and in lieu of such assumption or
substitution, that the participant shall have the right to exercise the option
as to all of the optioned stock, including shares as to which the option would
not otherwise be exercisable.  If the Board makes an option fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the participant that the option shall be fully
exercisable for a period of twenty (20) days from the date of such notice, and
the option will terminate upon the expiration of such period.
         
       (d)    ADJUSTMENT OF RESERVES.  The Board may, if it so determines in the
exercise of its sole discretion, also make provision for adjusting the Reserves,
as well as the price per share of Common Stock covered by each outstanding
option, in the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares
of its 


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<PAGE>

outstanding Common Stock, and in the event of the Company being consolidated 
with or merged into any other corporation.
         
       (e)    NO OTHER ADJUSTMENTS.  Except as expressly provided or authorized
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into or exercisable for 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.

       15.    NONASSIGNABILITY.  No rights or accumulated payroll deductions of
an employee under the Plan may be pledged, assigned or transferred for any
reason and any such attempt may be treated by the Company as an election by such
employee to withdraw from the Plan.

       16.    REPORTS.  Individual accounts will be maintained for each
participant in the Plan.  Each participant shall receive promptly after the end
of each Purchase Period a report of his/her account setting forth the total
payroll deductions accumulated, the number of shares purchased, the per share
price thereof and the remaining cash balance, if any, carried forward to the
next Purchase Period or Offering Period, as the case may be.

       17.    NOTICE OF DISPOSITION.  Each participant shall notify the Company
if the participant disposes of any of the shares purchased in any Offering
Period pursuant to this Plan if such disposition occurs within two years from
the Offering Date or within six months from the Purchase Date on which such
shares were purchased (the "Notice Period").  Unless such participant is
disposing of any of such shares during the Notice Period, such participant shall
keep the certificates representing such shares in his/her name (and not in the
name of a nominee) during the Notice Period.  The Company may, at any time
during the Notice Period, place a legend or legends on any certificate
representing shares acquired pursuant to the Plan requesting the Company's
transfer agent to notify the Company of any transfer of the shares.  The
obligation of the participant to provide such notice shall continue
notwithstanding the placement of any such legend on certificates.

       18.    NO OBLIGATION OF EMPLOYMENT.  Neither this Plan nor the grant of
any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Subsidiary or restrict the right of the Company or
any Subsidiary to terminate such employee's employment.
       
       19.    DURATION, AMENDMENT AND TERMINATION OF THE PLAN.

       (a)    DURATION OF THE PLAN.  This Plan shall continue until the earlier
to occur of termination by the Board of Directors of the Company or issuance of
all of the shares of Common Stock reserved for issuance under the Plan.
       
       (b)    ABILITY TO AMEND OR TERMINATE THE PLAN.  The Board may at any time
amend, alter, suspend or discontinue the Plan.
         
       (c)    EFFECT OF AMENDMENT.  Except for limitations expressly permitted
by this Plan, amendments or alterations to the Plan or to options under the Plan
which would impair the rights of any participant in the Plan shall not be
effective with respect to any option theretofore granted unless the consent of
the participant holding such option is obtained. Amendments which do not impair
the rights of participants shall be effective with respect to all options under
the Plan, whether theretofore or thereafter granted; provided, however, that no
such amendment shall be effective with respect to previously granted options if
such amendment would constitute a modification to such options (as defined in
Section 424 of 


                                       8

<PAGE>

the Code) and such modification would disqualify such options from treatment 
as qualified options under Section 421 of the Code.
         
       (d)    EFFECT OF TERMINATION.  Any suspension, discontinuation or
termination of the Plan shall automatically terminate all options outstanding
hereunder and any payroll deductions held in participants' accounts under the
Plan at the time of such termination shall be returned to such participants
without interest.
       (e)    STOCKHOLDER APPROVAL OF AMENDMENTS.  The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or with Section 423 of the Code (or any
successor statute or rule or other applicable law, rule or regulation), such
stockholder approval to be obtained in such a manner and to such a degree as is
required by the applicable law, rule or regulation.

       20.    DEATH OF PARTICIPANT.

       (a)    FILING OF DESIGNATION OF BENEFICIARY.  A participant may file a
written designation of a beneficiary who is to receive any shares and cash, if
any, from the participant's account under the Plan in the event of such
participant's death subsequent to the end of a Purchase Period but prior to
delivery to him/her of such shares and cash.  In addition, a participant may
file a written designation of a beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such participant's death
prior to a Purchase Date.  Such designation of beneficiary may be changed by the
participant at any time by written notice.
         
       (b)    DEATH WITHOUT EFFECTIVE DESIGNATION OF BENEFICIARY. In the event
of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares and/or cash to the spouse or to any
one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.
         
       21.    CONDITIONS UPON ISSUANCE OF SHARES.

       (a)    GENERAL.  Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.
         
       (b)    INVESTMENT REPRESENTATION.  As a condition to the exercise of an
option, the Company may require the person exercising such option to represent
and warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law.


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<PAGE>

       (c)    ONE YEAR HOLDING PERIOD REQUIRED FOR SHARES IN EXCESS OF 500.  Any
shares in excess of 500 that are purchased on a single purchase date will not be
transferable until at least one year after the purchase date.
         
       22.    ADDITIONAL RESTRICTIONS OF RULE 16b-3.  The terms and conditions
of options granted hereunder to, and the terms and conditions the purchase of
shares by, persons subject to Section 16 of the Exchange Act shall comply with
the applicable provisions of Rule 16b-3.  This Plan shall be deemed to contain,
and such options shall contain, and the shares issued upon exercise thereof
shall be subject to, such additional conditions and restrictions as may be
required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of
the Exchange Act with respect to Plan transactions.


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