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                                                                     Exhibit 4.2


                               ALTERA CORPORATION

                       RESTRICTED STOCK PURCHASE AGREEMENT




        THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "Agreement") is entered
into as of November 30, 2000, by and between Altera Corporation, a Delaware
corporation (the "Company"), and John Daane ("Recipient").


                               W I T N E S S E T H


        WHEREAS, the Company has hired Recipient as its new Chief Executive
Officer and President;

        WHEREAS, the Company believes that Recipient will be a valuable
contributor to the Company and has determined that it would be in the interests
of the Company and its stockholders to sell the Shares (as defined below)
provided for in this Agreement to Recipient (i) as compensation for the
compensation and benefits that Recipient relinquished when Recipient left his
previous employer and joined the Company and (ii) as an incentive for continued
service with the Company and increased achievements in the future by Recipient;

        WHEREAS, on November 30, 2000, the Compensation Committee of the Board
of Directors of the Company approved the issuance of the Shares (as defined
below) to Recipient for a consideration of $0.001 per share and this Agreement
memorializes such issuance;

        WHEREAS, on November 30, 2000, Recipient and the Company entered into a
Severance Agreement pursuant to which Recipient shall be eligible for severance
benefits under certain circumstances (the "Severance Agreement"); and

        WHEREAS, on November 30, 2000, Recipient and the Company entered into a
Change in Control Severance Agreement pursuant to which Recipient shall be
eligible for severance benefits in the event Recipient's employment is
terminated under certain circumstances following a change in control of the
Company (the "Change in Control Agreement");

        NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties to this Agreement hereby agree as follows:

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                                A G R E E M E N T

               1. Definitions. Capitalized terms not defined herein shall have
the meanings given in the Severance Agreement and the Change in Control
Agreement.

               2. Restricted Stock Purchase.

                  (a) Contemporaneously with the execution of this Agreement,
the Company will issue and sell to Recipient three hundred thousand (300,000)
shares of Common Stock, $0.001 par value per share, of the Company (the "Stock")
for a consideration of $0.001 per share ("Purchase Price Per Share") for a total
purchase price of Three Hundred Dollars ($300) (the "Total Purchase Price").
Payment for the Stock in the amount of the Total Purchase Price shall be made to
the Company upon execution of this Agreement. Such payment shall be made in the
form of a check. The Stock certificate(s) evidencing the Stock will be retained
by the Company, accompanied by (i) blank stock powers executed by Recipient and
Recipient's spouse, if any, and (ii) a consent of spouse, for the period during
which the Stock constitutes Restricted Stock (as defined below) pursuant to the
terms of Sections 3 and 4 hereof.

                  (b) All shares of Stock issued hereunder shall be deemed
issued to Recipient as fully paid and nonassessable shares, and Recipient shall
have all rights of a stockholder with respect thereto, including the right to
vote, receive dividends (including stock dividends), participate in stock splits
or other recapitalizations, and exchange such shares in a merger, consolidation
or other reorganization. The term "Stock," in addition to the shares purchased
pursuant to this Agreement, also refers to all securities received in
replacement of the Stock, as a stock dividend or as a result of any stock split,
recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other properties to which Recipient is
entitled by reason of Recipient's ownership of the Stock.

               3. Restrictions.

                  (a) No Stock issued to the Recipient hereunder shall be sold,
transferred by gift, pledged, hypothecated, or otherwise transferred or disposed
of by the Recipient prior to the date when the Recipient shall become vested in
such Stock pursuant to Section 4 hereof, and such Stock shall constitute
"Restricted Stock" until such date. Any attempt to transfer Stock in violation
of this Section 3 shall be null and void and shall be disregarded by the
Company.

                  (b) In addition, Restricted Stock shall be subject to a
repurchase option in favor of the Company (the "Repurchase Option"). The
Repurchase Option shall be subject to the following terms and conditions.

                      (i) Upon termination of Recipient's employment with the
Company or any of its subsidiaries, the Company, for a period of ninety (90)
days from the date of such termination, shall have an irrevocable, exclusive
option to repurchase any or all Restricted Stock from Recipient or any person
receiving the Restricted Stock by operation of law or other involuntary
transfer, at the original Purchase Price Per Share for the Restricted Stock. The
Repurchase Option may be assigned by the Company to any third person or entity.

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                      (ii) The Repurchase Option shall be exercised by written
notice by the Company or its assignee to Recipient or his executor and, at the
Company's or its assignee's option, by delivery to the Recipient or his
executor, with such notice, of (A) a check in the amount of the Purchase Price
Per Share for the Restricted Stock being repurchased, (B) in the event that
Recipient is indebted to the Company or its assignee, by cancellation by the
Company or its assignee of an amount of such indebtedness equal to the Purchase
Price Per Share for the Restricted Stock being repurchased, or (C) by a
combination of (A) and (B) so that the combined payment and cancellation of
indebtedness equals such Purchase Price Per Share. Upon delivery by the Company
or its assignee of such notice and payment of the Purchase Price Per Share, the
Company or its assignee shall become the legal and beneficial owner of the
Restricted Stock being repurchased and all rights and interest therein or
related thereto, and the Company shall have the right to transfer to its or its
assignee's own name the number of shares of Restricted Stock being repurchased
by the Company or its assignee, without further action by Recipient.

                  (c) For purposes of facilitating the enforcement of the
provisions of this Section 3, Recipient agrees that (i) the stock certificate(s)
evidencing the Stock will be retained by the Company to be held in escrow for so
long as such Stock remains Restricted Stock, (ii) Recipient shall promptly
deliver to the Secretary or Assistant Secretary of the Company, or their
designee, (A) an Assignment Separate from Certificate, in substantially the form
of that attached hereto as Exhibit A, executed in blank by Recipient and
Recipient's spouse with respect to each stock certificate evidencing the Stock,
and (B) a Consent of Spouse in substantially the form of that attached hereto as
Exhibit B, and (iii) the Company shall have the authority to take all such
actions and to effectuate all such transfers and/or releases as may be necessary
or appropriate to accomplish the objectives of this Agreement in accordance with
the terms hereof. Recipient hereby acknowledges that the appointment of the
Secretary or Assistant Secretary of the Company (or their designee) as the
escrow holder hereunder with the stated authorities is a material inducement to
the Company to make this Agreement and that such appointment is coupled with an
interest and is accordingly irrevocable. Recipient agrees that such escrow
holder shall not be liable to any party hereto (or to any other party) for any
actions or omissions unless such escrow holder is grossly negligent relative
thereto. The escrow holder may rely upon any letter, notice or other document
executed by any signature purported to be genuine and may resign at any time.

               4. Vesting. For purposes of this Agreement, the term "vest" shall
mean with respect to any share of the Stock that such share is no longer
Restricted Stock subject to the restrictions on transfer set forth in Section 3
and that such share is released from the Repurchase Option. To the extent that
Recipient's employment terminates between vesting dates, there will be no
entitlement to pro rata vesting.

                  (a) Subject to Sections 3 and 4 (b) and (c) hereof, the shares
of Stock subject to this Agreement shall vest as follows:

                      (i)   100,000 shares on November 29, 2001;

                      (ii)  100,000 shares on November 29, 2002; and

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                      (iii) 100,000 shares on November 29, 2003.

                  (b) Accelerated Vesting Upon Change In Control: In the event
that Recipient is entitled to the Change in Control Severance Package pursuant
to the terms of the Change in Control Agreement, all shares of Stock subject to
this Agreement shall become immediately vested.

                  (c) Accelerated Vesting Upon Severance: In the event that
Recipient is entitled to the Severance Package pursuant to the terms of the
Severance Agreement, that number of shares of Stock subject to this Agreement
that would have vested on the next November 29th following the date on which
Recipient's employment with the Company terminates shall be become immediately
vested.

               5. Withholding of Taxes. Recipient shall provide the Company with
a copy of any timely election made pursuant to Section 83(b) of the Internal
Revenue Code or similar provision of state law (collectively, an "83(b)
Election"), a form of which election is attached hereto as Exhibit C. If
Recipient makes a timely 83(b) Election, Recipient shall immediately pay the
Company the amount necessary to satisfy any applicable federal, state, and local
income and employment tax withholding requirements. If Recipient does not make a
timely 83(b) Election, Recipient shall, either at the time that the restrictions
lapse under this Agreement or at the time withholding is otherwise required by
any applicable law, pay the Company the amount necessary to satisfy any
applicable federal, state, and local income and employment tax withholding
requirements. If, upon written request by the Company, Recipient fails to pay
the Company such amount in a timely manner, the Company shall have the right to
deduct such amount from any sum(s) due Recipient from Company and shall also
have the right to sell a sufficient number of shares of the Stock to satisfy
such tax obligation.

               6. Additional Securities. Any securities received as the result
of ownership of Restricted Stock (hereinafter called "Additional Securities"),
including, without limitation, warrants, options and securities received as a
stock dividend or stock split, or as a result of a recapitalization or
reorganization, shall be retained by the Company in the same manner and subject
to the same conditions as the Restricted Stock with respect to which they were
issued. Recipient shall be entitled to direct the Company to exercise any
warrant or option received as Additional Securities upon supplying the funds
necessary to do so, in which event the securities so purchased shall constitute
Additional Securities, but the Recipient may not direct the Company to sell any
such warrant or option. If Additional Securities consist of a convertible
security, Recipient may exercise any conversion right, and any securities so
acquired shall be deemed Additional Securities. Additional Securities shall be
subject to the provisions of Sections 3 and 4 above in the same manner as the
Restricted Stock.

               7. Legends; Stop Transfer.

                  (a) All certificates for shares of the Stock shall bear
substantially the following legends:

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               THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
               TERMS OF THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN
               THE COMPANY AND THE NAMED STOCKHOLDER. THE SHARES REPRESENTED BY
               THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH
               AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
               COMPANY.

                  (b) The certificates for shares of the Stock shall also bear
any other legends required by applicable state corporate or securities laws.

                  (c) In addition, the Company shall make a notation regarding
the restrictions on transfer of the Stock in its stockbooks, and shares of the
Stock shall be transferred on the books of the Company only if transferred or
sold pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act") covering such shares.

               8. NO EFFECT ON TERMS OF EMPLOYMENT. NOTHING IN THIS AGREEMENT
CREATES ANY CONTRACTUAL RIGHTS IN FAVOR OF YOU WITH RESPECT TO THE TERMS OF YOUR
EMPLOYMENT. ADDITIONALLY, AS SET FORTH IN DETAIL IN THE COMPANY'S EMPLOYEE
HANDBOOK, YOUR EMPLOYMENT WITH THE COMPANY IS "AT-WILL." THIS MEANS THAT YOU ARE
FREE TO RESIGN AT ANY TIME AND THE COMPANY IS FREE TO TERMINATE YOUR EMPLOYMENT
AT ANY TIME FOR ANY REASON. YOUR "AT-WILL" STATUS CANNOT BE ALTERED EXCEPT IN A
WRITING THAT HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY.

               9. California Law. This Agreement is to be construed in
accordance with and governed by the internal laws of the State of California as
permitted by Section 1646.5 of the California Civil Code (or any similar
successor provision) without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the internal
laws of the State of California to the rights and duties of the parties.

               10. Notice. Any notice required to be given under the terms of
this Agreement shall be addressed to the Company in care of its Secretary at the
office of the Company at 101 Innovation Drive, San Jose, CA 95134, and any
notice to be given to Recipient shall be addressed to him at the address given
by Recipient beneath his signature to this Agreement, or such other address as
either party to this Agreement may hereafter designate in writing to the other.
Any such notice shall be deemed to have been duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, registered or
certified and deposited (postage or registration or certification fee prepaid)
in a post office or branch post office regularly maintained by the United
States.

               11. Successors. This Agreement shall be binding upon and inure to
the benefit of any successor or successors of the Company. Where the context
permits, "Recipient" as used in this Agreement shall include Recipient's
executor, administrator or other legal representative

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or the person or persons to whom Recipient's rights pass by will or the
applicable laws of descent and distribution.

               12. Severability. If any provision of this Agreement is
determined by any court or arbitrator of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such provision will be enforced to the
maximum extent possible given the intent of the parties hereto. If such clause
or provision cannot be so enforced, such provision shall be stricken from this
Agreement and the remainder of this Agreement shall be enforced as if such
invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement. Notwithstanding the
foregoing, if the value of this Agreement based upon the substantial benefit of
the bargain for any party is materially impaired, as determined by such party in
its sole discretion, than this Agreement will not be enforceable against such
affected party and both parties agree to renegotiate such provision(s) in good
faith.

               13. Amendment and Waiver. This Agreement may be amended only by a
written agreement executed by each of the parties hereto. No amendment of or
waiver of, or modification of any obligation under this Agreement will be
enforceable unless set forth in a writing signed by the party against which
enforcement is sought. Any amendment effected in accordance with this Section 13
will be binding upon all parties hereto and each of their respective successors
and assigns. No delay or failure to require performance of any provision of this
Agreement shall constitute a waiver of that provision as to that or any other
instance. No waiver granted under this Agreement as to any one provision herein
shall constitute a subsequent waiver of such provision or of any other provision
herein, nor shall it constitute the waiver of any performance other than the
actual performance specifically waived.

               14. Entire Agreement. This Agreement and the Exhibits attached
hereto constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supercede all prior
understandings and agreements, whether oral or written, between or among the
parties hereto with respect to the specific subject matter hereof.

        IN WITNESS WHEREOF, the parties hereto have duly executed this
Restricted Stock Purchase Agreement as of the date first above written.


ALTERA CORPORATION,                             RECIPIENT:
a Delaware corporation


By:
   -------------------------------              ------------------------------
   Nathan Sarkisian                             John Daane
   Senior Vice President & CFO
                                                Address:  156 Highland Ave.
                                                          Los Gatos, CA 95030

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                                    EXHIBIT A


                      ASSIGNMENT SEPARATE FROM CERTIFICATE


        FOR VALUE RECEIVED and pursuant to that certain Restricted Stock
Purchase Agreement between the undersigned ("Recipient") and Altera Corporation,
Inc. dated as of November 30, 2000 (the "Agreement"), Recipient hereby sells,
assigns and transfers unto _______________ _________________ (_________) shares
of Common Stock of Altera Corporation standing in Recipient's name on the books
of said corporation represented by Certificate No. ____ herewith and does hereby
irrevocably constitute and appoint ______________________________ to transfer
said stock on the books of the within-named corporation with full power of
substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY
THE AGREEMENT AND THE EXHIBITS THERETO.



Dated:  ________________, 20___             By:
                                               ----------------------------
                                                 John Daane

                                            By:
                                               ----------------------------
                                                 Linda Daane


Instruction: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Company to exercise its repurchase
option set forth in the Agreement without requiring additional signatures on the
part of Recipient.

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                                    EXHIBIT B

                                 SPOUSE CONSENT



        The undersigned spouse of John Daane (the "Purchaser") has read,
understands and hereby approves all the terms and conditions of the Restricted
Stock Purchase Agreement dated as of November 30, 2000 (the "Agreement"), by and
between Purchaser and Altera Corporation, a Delaware corporation (the
"Company"), pursuant to which Purchaser has purchased three hundred thousand
(300,000) shares of the Company's Common Stock, $0.001 par value per share (the
"Shares").

        In consideration of the Company granting my spouse the right to purchase
the Shares under the Agreement, I hereby agree to be irrevocably bound by all
the terms and conditions of the Agreement (including but not limited to the
Company's Repurchase Option contained therein) and further agree that any
community property interest I may have in the Shares will be similarly bound by
the Agreement.

        I hereby appoint Purchaser as my attorney-in-fact, to act in my name,
place and stead with respect to any amendment of the Agreement and with respect
to the making and filing of an election under Internal Revenue Code Section
83(b) in connection with the purchase of the Shares.

Dated: ___________, 200__


                                            -----------------------------
                                            Linda Daane (Spouse)

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                                    EXHIBIT C

                       ELECTION UNDER SECTION 83(b) OF THE
                              INTERNAL REVENUE CODE


The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code, as amended, to include in gross income for the Taxpayer's
current taxable year the excess, if any, of the fair market value of the
property described below at the time of transfer over the amount paid for such
property, as compensation for services.

1.      TAXPAYER'S NAME:
                               -------------------------
        TAXPAYER'S ADDRESS:
                               -------------------------

                               -------------------------

        SOCIAL SECURITY NUMBER:
                               -------------------------

2.      The property with respect to which the election is made is described as
        follows: _____________ shares of Common Stock, $0.001 par value per
        share, of Altera Corporation, a Delaware corporation (the "Company"),
        which is Taxpayer's employer or the corporation for whom the Taxpayer
        performs services.

3.      The date on which the shares were transferred was _______________ and
        this election is made for calendar year 200_.

4.      The shares are subject to the following restrictions: The Company may
        repurchase all or a portion of the shares at the Taxpayer's original
        purchase price under certain conditions at the time of Taxpayer's
        termination of employment or services.

5.      The fair market value of the shares (without regard to restrictions
        other than restrictions which by their terms will never lapse) was
        $______ per share at the time of transfer.

6.      The amount paid for such shares was $_____ per share.

7.      The Taxpayer has submitted a copy of this statement to the Company.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS"), AT THE
OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER
THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER'S
INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT
THE CONSENT OF THE IRS.

Dated:
      --------------------------            -----------------------------------
                                            Taxpayer's Signature