**Exhibit4.7**

**CATALYSTSEMICONDUCTOR, INC.**

**2003DIRECTOR STOCK OPTION PLAN**

1.Purpose of the Plan. The purpose of this 2003 Director Stock Option Plan is toattract and retain highly qualified personnel to serve as Outside Directors ofthe Company. This 2003 Director Stock Option Plan is the successor to theCompany’s 1993 Director Stock Option Plan (the “Predecessor Plan”). Optionsgranted under the Predecessor Plan shall be governed by the terms of thePredecessor Plan.

Alloptions granted hereunder shall be “non-statutory stock options.”

2.Definitions. As used herein, the following definitions shall apply:

(a) “Board”means the Board of Directors of the Company.

(b) “Code”means the Internal Revenue Code of 1986, as amended.

(c) “CommonStock” means the Common Stock of the Company.

(d) “Company”means Catalyst Semiconductor, Inc., a Delaware corporation.

(e) “ContinuousStatus as a Director” means the absence of any interruption or termination ofservice as a Director.

(f) “Director”means a member of the Board.

(g) “Employee”means any person, including officers and Directors, employed by the Company orany Parent or Subsidiary of the Company. The payment of a Director’s fee by theCompany shall not be sufficient in and of itself to constitute “employment” bythe Company.

(h) “ExchangeAct” means the Securities Exchange Act of 1934, as amended.

(i) “FairMarket Value” means, as of any date, the value of Common Stock determined asfollows:

(i) Ifthe Common Stock is listed on any established stock exchange or a nationalmarket system, including without limitation the National Market System of theNational Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”)System, the Fair Market Value of a Share of Common Stock shall be the closingsales price for such stock (or the closing bid, if no sales were reported) asquoted on such system or exchange (or the exchange with the greatest volume oftrading in Common Stock) on the date of determination, or, if not a markettrading day, on the last market trading day prior to the date of determination,as reported in The Wall Street Journal or such other source as the Board deemsreliable;

(ii)If the Common Stock is quoted on the NASDAQ System (but not on the NationalMarket System thereof) or regularly quoted by a recognized securities dealerbut selling prices are not reported, the Fair Market Value of a Share of CommonStock shall be the mean between the high bid and low asked prices for theCommon Stock on the date of determination, as reported in The Wall StreetJournal or such other source as the Board deems reliable; or

(iii)In the absence of an established market for the Common Stock, the Fair MarketValue thereof shall be determined in good faith by the Board.

(j) “Option”means a stock option granted pursuant to the Plan.

(k) “OptionedStock” means the Common Stock subject to an Option.

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(l) “Optionee”means an Outside Director who receives an Option.

(m) “OutsideDirector” means a Director who is not an Employee.

(n) “Parent”means a “parent corporation,” whether now or hereafter existing, as defined inSection 424(e) of the Code.

(o) “Plan”means this 2003 Director Stock Option Plan.

(p) “Share”means a share of the Common Stock, as adjusted in accordance with Section 10 ofthe Plan.

(q) “Subsidiary”means a “subsidiary corporation,” whether now or hereafter existing, as definedin Section 424(f) of the Code.

3.Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan,the maximum aggregate number of Shares which may be optioned and sold under thePlan equals the number of Shares subject to outstanding options under thePredecessor Plan on the Effective Date and the number of Shares available foradditional grant under the Predecessor Plan on the Effective Date. The Sharesmay be authorized but unissued, or reacquired Common Stock.

If anOption (or an outstanding option under the Predecessor Plan on the EffectiveDate) should expire or become unexercisable for any reason without having beenexercised in full, the unpurchased Shares which were subject thereto shall,unless the Plan shall have been terminated, become available for future grantunder the Plan.

4.Administration of and Grants of Options under the Plan.

(a)Administrator. Except as otherwise required herein, the Plan shall beadministered by the Board.

(b)Procedure for Grants. All grants of Options hereunder shall be automatic andnon-discretionary and shall be made strictly in accordance with the followingprovisions:

(i) Noperson shall have any discretion to select which Outside Directors shall begranted Options or to determine the number of Shares to be covered by Optionsgranted to Outside Directors.

(ii)Each new Outside Director who shall first become an Outside Director on orafter the Plan’s Effective Date shall automatically be granted an Option topurchase 30,000 Shares upon the date on which such person first becomes anOutside Director, whether through election by the stockholders of the Companyor appointment by the Board to fill a vacancy (a “One-Time Grant”). Inaddition, on the first day of each fiscal year during the term of this Plan,each Outside Director who shall have been an Outside Director for at least six(6) months as of such date shall automatically receive an Option to purchase15,000 Shares (an “Annual Grant”).

(iii)The terms of each Option granted hereunder shall be as follows:

(A)the term of the Option shall be ten (10) years;

(B) the Optionshall be exercisable only while the Outside Director remains a Director of theCompany, except as set forth in

Section8 hereof;

(C)the exercise price per Share shall be 100% of the Fair Market Value per Shareon the date of grant of the Option;

(D)each Annual Grant and One-Time Grant shall be fully vested and exercisable uponthe date of grant of

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theOption.

(iv)In the event that any Option granted under the Plan would cause the number ofShares subject to outstanding Options plus the number of Shares previouslypurchased upon exercise of Options to exceed the Pool, then each such automaticgrant shall be for that number of Shares determined by dividing the totalnumber of Shares remaining available for grant by the number of OutsideDirectors entitled to receive Options on the grant date. No further grantsshall be made until such time, if any, as additional Shares become availablefor grant under the Plan through action of the shareholders to increase thenumber of Shares which may be issued under the Plan or through cancellation orexpiration of Options previously granted hereunder.

(c) Powers of theBoard. Subject to the provisions and restrictions of the Plan, the Board shallhave the authority, in its discretion: (i) to determine, upon review ofrelevant information and in accordance with Section

2(i)of the Plan, the Fair Market Value of the Common Stock; (ii) to interpret thePlan; (iii) to prescribe, amend and rescind rules and regulations relating tothe Plan; (iv) to authorize any person to execute on behalf of the Company anyinstrument required to effectuate the grant of an Option previously grantedhereunder; and (v) to make all other determinations deemed necessary oradvisable for the administration of the Plan.

(d)Effect of Board’s Decision. All decisions, determinations and interpretationsof the Board shall be final.

5. Eligibility.Options may be granted only to Outside Directors. All Options shall beautomatically granted in accordance with the terms set forth in

Section4(b) hereof. An Outside Director who has been granted an Option may, if he orshe is otherwise eligible, be granted an additional Option or Options inaccordance with such provisions.

ThePlan shall not confer upon any Optionee any right with respect to continuationof service as a Director or nomination to serve as a Director, nor shall itinterfere in any way with any rights which the Director or the Company may haveto terminate his or her directorship at any time.

6.Term of Plan. The Plan shall become effective upon the later of (a) theapproval of the Plan by the stockholders of the Company, or (b) the terminationof the Predecessor Plan (the “Effective Date”). It shall continue in effect forten years from the date of its adoption by the Board, unless sooner terminatedunder Section 11 of the Plan.

7.Consideration. The consideration to be paid for the Shares to be issued uponexercise of an Option, including the method of payment, shall be determined bythe Board and may consist entirely of, to the extent allowable under applicablelaw, (i) cash, (ii) check, (iii) other shares which have a Fair Market Value onthe date of surrender equal to the aggregate exercise price of the Shares as towhich said Option shall be exercised and which, in the case of Shares acquiredupon exercise of an option, have been owned by the Optionee for more than 12months on the date of surrender, (iv) delivery of a properly executed exercisenotice together with irrevocable instructions to a broker to promptly deliverto the Company the amount of sale or loan proceeds required to pay the exerciseprice, (v) any combination of the foregoing methods of payment, or (vi) suchother consideration and method of payment for the issuance of Shares to theextent permitted under applicable law.

8. Exercise of Option.

(a) Procedure forExercise; Rights as a Stockholder. Any Option granted hereunder shall beexercisable at such times as are set forth in Section

4(b)hereof.

AnOption may not be exercised for a fraction of a Share.

AnOption shall be deemed to be exercised when written notice of such exercise hasbeen given to the 

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Companyin accordance with the terms of the Option by the person entitled to exercisethe Option and full payment for the Shares with respect to which the Option isexercised has been received by the Company.

Fullpayment may consist of any consideration and method of payment allowable underSection 7 of the Plan. Until the issuance (as evidenced by the appropriateentry on the books of the Company or of a duly authorized transfer agent of theCompany) of the stock certificate evidencing such Shares, no right to vote or receivedividends or any other rights as a stockholder shall exist with respect to theOptioned Stock, notwithstanding the exercise of the Option. A share certificatefor the number of Shares so acquired shall be issued to the Optionee as soon aspracticable after exercise of the Option. No adjustment will be made for adividend or other right for which the record date is prior to the date thestock certificate is issued, except as provided in Section 10 of the Plan.

Exerciseof an Option in any manner shall result in a decrease in the number of Shareswhich thereafter may be available, both for purposes of the Plan and for saleunder the Option, by the number of Shares as to which the Option is exercised.

(b) Termination ofContinuous Status as a Director. In the event an Optionee’s Continuous Statusas a Director terminates (other than upon the Optionee’s death or total andpermanent disability (as defined in Section

22(e)(3)of the Code)), the Optionee may exercise his or her Option, but only within 90days from the date of such termination, and only to the extent that theOptionee was entitled to exercise it at the date of such termination (but in noevent later than the expiration of its ten-year term). To the extent that theOptionee was not entitled to exercise an Option at the date of suchtermination, and to the extent that the Optionee does not exercise such Option(to the extent otherwise so entitled) within the time specified herein, theOption shall terminate.

(c)Disability of Optionee. In the event Optionee’s Continuous Status as a Directorterminates as a result of total and permanent disability (as defined in Section22(e)(3) of the Code), the Optionee may exercise his or her Option, but onlywithin six months from the date of such termination, and only to the extentthat the Optionee was entitled to exercise it at the date of such termination(but in no event later than the expiration of its ten-year term). To the extentthat the Optionee was not entitled to exercise an Option at the date of termination,or if he or she does not exercise such Option (to the extent otherwise soentitled) within the time specified herein, the Option shall terminate.

(d)Death of Optionee. In the event of an Optionee’s death while a Director, theOptionee’s estate or a person who acquired the right to exercise the Option bybequest or inheritance may exercise the Option, but only within one yearfollowing the date of death, and only to the extent that the Optionee wasentitled to exercise it at the date of death (but in no event later than theexpiration of its ten-year term). To the extent that the Optionee was notentitled to exercise an Option at the date of death, and to the extent that theOptionee’s estate or a person who acquired the right to exercise such Option doesnot exercise such Option (to the extent otherwise so entitled) within the timespecified herein, the Option shall terminate.

9.Non-Transferability of Options. The Option may not be sold, pledged, assigned,hypothecated, transferred or disposed of in any manner other than by will, bythe laws of descent or distribution or pursuant to a qualified domesticrelations order, and may be exercised, during the lifetime of the Optionee,only by the Optionee or a permitted transferee.

10.Adjustments.

(a)Changes in Capitalization. In the event that the stock of the Company ischanged by reason of any stock split, reverse stock split, recapitalization, orother change in the capital structure of the Company, or converted into orexchanged for other securities as a result of any merger, consolidation orreorganization, or in the event that the outstanding number of shares of stockof the Company is increased through payment of a stock dividend, appropriateproportionate adjustments shall be made in the number and class of shares ofstock subject to the Plan, the number and class of shares subject to any Optionoutstanding under the Plan, and the exercise price of any such outstandingOption; provided, however, that the Company shall not 

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berequired to issue fractional shares as a result of any such adjustment. Anysuch adjustment shall be made upon approval by the Board, whose determinationshall be conclusive. If there is any other change in the number or type of theoutstanding shares of stock of the Company, or of any other security into whichsuch stock shall have been changed or for which it shall have been exchanged,and if the Board in its sole discretion determines that such change equitablyrequires an adjustment in the Options then outstanding under the Plan, suchadjustment shall be made in accordance with the determination of the Board. Noadjustments shall be required by reason of the issuance or sale by the Companyfor cash or other consideration of additional shares of its stock or securitiesconvertible into or exchangeable for shares of its stock.

(b)Change in Control. In the event of a “Change in Control” of the Company, asdefined in paragraph (c) below, then the following provisions shall apply:

(i)Any Option outstanding on the date of such Change in Control (“OutstandingOption”) shall be assumed by the successor corporation (if any) or by a Parentor Subsidiary of the successor corporation (if any);

(ii)Each Outstanding Option shall remain exercisable by the Optionee for a periodof at least three (3) years from the date of the Change in Control (but in noevent beyond the term of the Option); and

(iii)Each Optionee with an Outstanding Option shall be provided with written noticeof the period of exercisability provided for in subsection (b)(iii) abovepromptly after the date of the Change in Control by the Company or by theentity surviving after the Change in Control.

(c)Definition of “Change in Control”. For purposes of this Section 10, a “Changein Control” means the happening of any of the following:

(i)when any “person,” as such term is used in Sections 13(d) and 14(d) of theExchange Act (other than the Company, a Subsidiary or a Company employeebenefit plan, including any trustee of such plan acting as trustee), is orbecomes the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of securities of the Company representing morethan fifty (50%) of the combined voting power of the Company’s then outstandingsecurities entitled to vote generally in the election of directors; or

(ii) amerger or consolidation of the Company with any other corporation, other than amerger or consolidation which would result in the voting securities of theCompany outstanding immediately prior thereto continuing to represent (eitherby remaining outstanding or by being converted into voting securities of thesurviving entity) at least fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation; or

(iii)the stockholders of the Company approve an agreement for the sale ordisposition by the Company of all or substantially all the Company’s assets; or

(iv) achange in the composition of the Board occurring as a result of any one meetingof the stockholders of the Company, as a result of which fewer than a majorityof the directors are Incumbent Directors. “Incumbent Directors” shall meandirectors who either are (A) directors of the Company as of the date the Planis approved by the stockholders, or (B) elected, or nominated for election, tothe Board of Directors of the Company with the affirmative votes of at least amajority of the Incumbent Directors at the time of such election or nomination(but shall not include an individual whose election or nomination is inconnection with an actual or threatened proxy contest relating to the electionof directors to the Company).

11.Amendment and Termination of the Plan.

(a)Amendment and Termination. The Board may at any time amend, alter, suspend ordiscontinue the Plan, but no amendment, alteration, suspension ordiscontinuation shall be made which would impair the rights of any Optioneeunder any grant theretofore made, without his or her consent. In addition, tothe extent necessary and desirable to comply with applicable law or regulation,the Company shall obtain stockholder 

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approvalof any Plan amendment in such a manner and to such a degree as required.

(b)Effect of Amendment or Termination. Any such amendment or termination of thePlan shall not affect Options already granted and such Options shall remain infull force and effect as if this Plan had not been amended or terminated.

12.Time of Granting Options. The date of grant of an Option shall, for allpurposes, be the date determined in accordance with Section 4(b) hereof. Noticeof the determination shall be given to each Outside Director to whom an Optionis so granted within a reasonable time after the date of such grant.

13.Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to theexercise of an Option unless the exercise of such Option and the issuance anddelivery of such Shares pursuant thereto shall comply with all relevantprovisions of law, including, without limitation, the Securities Act of 1933,as amended, the Exchange Act, the rules and regulations promulgated thereunder,state securities laws and the requirements of any stock exchange or marketsystem upon which the Shares may then be listed, and shall be further subjectto the approval of counsel for the Company with respect to such compliance.

As acondition to the exercise of an Option, the Company may require the personexercising such Option to represent and warrant at the time of any suchexercise that the Shares are being purchased only for investment and withoutany present intention to sell or distribute such Shares, if, in the opinion ofcounsel for the Company, such a representation is required by any of theaforementioned relevant provisions of law.

Inabilityof the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to benecessary to the lawful issuance and sale of any Shares hereunder, shallrelieve the Company of any liability in respect of the failure to issue or sellsuch Shares as to which such requisite authority shall not have been obtained.

14.Reservation of Shares. The Company, during the term of this Plan, will at alltimes reserve and keep available such number of Shares as shall be sufficientto satisfy the requirements of the Plan.

15.Option Agreement. Options shall be evidenced by written option agreements insuch form as the Board shall approve.

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