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                              INSILICON CORPORATION

                                 2000 STOCK PLAN

                        EFFECTIVE AS OF [EFFECTIVE DATE]

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                                TABLE OF CONTENTS
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SECTION 1.                 INTRODUCTION..........................................................................1

SECTION 2.                 DEFINITIONS...........................................................................1

                  (a)      "Affiliate"...........................................................................1

                  (b)      "Award"...............................................................................1

                  (c)      "Board"...............................................................................1

                  (d)      "Change In Control"...................................................................1

                  (e)      "Code"................................................................................2

                  (f)      "Committee"...........................................................................2

                  (g)      "Common Stock"........................................................................2

                  (h)      "Company".............................................................................2

                  (i)      "Consultant"..........................................................................2

                  (j)      "Director"............................................................................2

                  (k)      "Disability"..........................................................................2

                  (l)      "Employee"............................................................................2

                  (m)      "Exchange Act"........................................................................3

                  (n)      "Exercise Price"......................................................................3

                  (o)      "Fair Market Value"...................................................................3

                  (p)      "Grant"...............................................................................3

                  (q)      "Incentive Stock Option" or "ISO".....................................................3

                  (r)      "Key Employee"........................................................................3

                  (s)      "Non-Employee Director"...............................................................3

                  (t)      "Nonstatutory Stock Option" or "NSO"..................................................3

                  (u)      "Option"..............................................................................3

                  (v)      "Optionee"............................................................................3

                  (w)      "Parent"..............................................................................3

                  (x)      "Participant".........................................................................4

                  (y)      "Plan"................................................................................4

                  (z)      "Restricted Stock"....................................................................4

                  (aa)     "Restricted Stock Agreement"..........................................................4

                  (bb)     "Securities Act"......................................................................4

                  (cc)     "Service".............................................................................4

                  (dd)     "Share"...............................................................................4
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                  (ee)     "Stock Option Agreement"..............................................................4

                  (ff)     "Subsidiary"..........................................................................4

                  (gg)     "10-Percent Shareholder"..............................................................4

SECTION 3.                 ADMINISTRATION........................................................................4

                  (a)      Committee Composition.................................................................4

                  (b)      Authority of the Committee............................................................5

                  (c)      Indemnification.......................................................................5

SECTION 4.                 ELIGIBILITY...........................................................................6

                  (a)      General Rules.........................................................................6

                  (b)      Incentive Stock Options...............................................................6

                  (c)      Non-Employee Directors................................................................6

SECTION 5.                 SHARES SUBJECT TO PLAN................................................................7

                  (a)      Basic Limitation......................................................................7

                  (b)      Annual Addition.......................................................................7

                  (c)      Additional Shares.....................................................................7

                  (d)      Dividend Equivalents..................................................................7

                  (e)      Limits on Options.....................................................................7

                  (f)      Limits on Restricted Stock............................................................7

SECTION 6.                 TERMS AND CONDITIONS OF OPTIONS.......................................................7

                  (a)      Stock Option Agreement................................................................7

                  (b)      Number of Shares......................................................................7

                  (c)      Exercise Price........................................................................7

                  (d)      Exercisability and Term...............................................................8

                  (e)      Modifications or Assumption of Options................................................8

                  (f)      Transferability of Options............................................................8

                  (g)      No Rights as Stockholder..............................................................8

                  (h)      Restrictions on Transfer..............................................................8

SECTION 7.                 PAYMENT FOR OPTION SHARES.............................................................9

                  (a)      General Rule..........................................................................9

                  (b)      Surrender of Stock....................................................................9

                  (c)      Promissory Note.......................................................................9

                  (d)      Other Forms of Payment................................................................9
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SECTION 8.                 TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK...................................9

                  (a)      Time, Amount and Form of Awards.......................................................9

                  (b)      Restricted Stock Agreement............................................................9

                  (c)      Payment for Restricted Stock..........................................................9

                  (d)      Vesting Conditions....................................................................9

                  (e)      Assignment or Transfer of Restricted Stock...........................................10

                  (f)      Trusts...............................................................................10

                  (g)      Voting and Dividend Rights...........................................................10

SECTION 9.                 PROTECTION AGAINST DILUTION..........................................................10

                  (a)      Adjustments..........................................................................10

                  (b)      Participant Rights...................................................................11

SECTION 10.                EFFECT OF A CHANGE IN CONTROL........................................................11

                  (a)      Merger or Reorganization.............................................................11

                  (b)      Acceleration.........................................................................11

SECTION 11.                LIMITATIONS ON RIGHTS................................................................11

                  (a)      Retention Rights.....................................................................11

                  (b)      Stockholders' Rights.................................................................11

                  (c)      Regulatory Requirements..............................................................11

SECTION 12.                WITHHOLDING TAXES....................................................................12

                  (a)      General..............................................................................12

                  (b)      Share Withholding....................................................................12

SECTION 13.                DURATION AND AMENDMENTS..............................................................12

                  (a)      Term of the Plan.....................................................................12

                  (b)      Right to Amend or Terminate the Plan.................................................12

SECTION 14.                EXECUTION............................................................................13
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                              INSILICON CORPORATION

                                 2000 STOCK PLAN

                        EFFECTIVE AS OF [EFFECTIVE DATE]

SECTION 1. INTRODUCTION.

         The Company's Board of Directors adopted the inSilicon Corporation
         2000 Stock Plan on January 18, 2000 and the Company's stockholder
         approved the Plan on January 18, 2000. The Plan is effective on
         [EFFECTIVE DATE], the date of the Company's initial public offering.

         The purpose of the Plan is to promote the long-term success of the
         Company and the creation of shareholder value by offering Key
         Employees an opportunity to acquire a proprietary interest in the
         success of the Company, or to increase such interest, and to
         encourage such selected persons to continue to provide services to
         the Company and to attract new individuals with outstanding
         qualifications.

         The Plan seeks to achieve this purpose by providing for Options
         (which may constitute Incentive Stock Options or Nonstatutory Stock
         Options) and Awards of Restricted Stock.

         The Plan shall be governed by, and construed in accordance with, the
         laws of the State of California (except its choice-of-law
         provisions). Capitalized terms shall have the meaning provided in
         Section 2 unless otherwise provided in this Plan or Stock Option
         Agreement or Restricted Stock Agreement.

SECTION 2. DEFINITIONS.

         (a)      "AFFILIATE" means any entity other than a Subsidiary, if the
         Company and/or one or more Subsidiaries own not less than 50% of
         such entity. For purposes of determining an individual's "Service,"
         this definition shall include any entity other than a Subsidiary, if
         the Company, a Parent and/or one or more Subsidiaries own not less
         than 50% of such entity.

         (b)      "AWARD" means any award of an Option or Restricted Stock
         under the Plan.

         (c)      "BOARD" means the Board of Directors of the Company, as
         constituted from time to time.

         (d)      "CHANGE IN CONTROL" except as may otherwise be provided in
         the Stock Option Agreement or Restricted Stock Agreement, means the
         occurrence of any of the following:

                           (i)      The consummation of a merger or
                  consolidation of the Company with or into another entity or
                  any other corporate reorganization, if more than

<PAGE>

                  50% of the combined voting power of the continuing or
                  surviving entity's securities outstanding immediately
                  after such merger, consolidation or other reorganization
                  is owned by persons who were not stockholders of the
                  Company immediately prior to such merger, consolidation
                  or other reorganization;

                           (ii)     The sale, transfer or other disposition
                  of all or substantially all of the Company's assets;

                           (iii)    Any transaction as a result of which any
                  person becomes the "beneficial owner" (as defined in Rule
                  13d-3 under the Exchange Act), directly or indirectly, of
                  securities of the Company representing at least 20% of the
                  total voting power represented by the Company's then
                  outstanding voting securities. For purposes of this
                  Paragraph (iii), the term "person" shall have the same
                  meaning as when used in sections 13(d) and 14(d) of the
                  Exchange Act but shall exclude:

                                    (A)      A trustee or other fiduciary
                           holding securities under an employee benefit plan
                           of the Company or a subsidiary of the Company;

                                    (B)      A corporation owned directly or
                           indirectly by the stockholders of the Company in
                           substantially the same proportions as their
                           ownership of the common stock of the Company; and

                                    (C)     Any direct or indirect acquisition
                           of the Company's voting securities by Phoenix
                           Technologies Ltd.

                  A transaction shall not constitute a Change of Control if
         its sole purpose is to change the state of the Company's
         incorporation or to create a holding company that will be owned in
         substantially the same proportions by the persons who held the
         Company's securities immediately before such transactions.

         (e)      "CODE" means the Internal Revenue Code of 1986, as amended.

         (f)      "COMMITTEE" means a committee consisting of one or more
         members of the Board that is appointed by the Board (as described
         in Section 3) to administer the Plan.

         (g)      "COMMON STOCK" means the Company's common stock.

         (h)      "COMPANY" means inSilicon Corporation, a Delaware
         corporation.

         (i)      "CONSULTANT" means an individual who performs bona fide
         services to the Company, a Parent, a Subsidiary or an Affiliate
         other than as an Employee or Director or Non-Employee Director.

         (j)      "DIRECTOR" means a member of the Board who is also an
         Employee.

         (k)      "DISABILITY" means that the Key Employee is unable to
         engage in any substantial gainful activity by reason of any
         medically determinable physical or mental impairment

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         which can be expected to result in death or which has lasted or can
         be expected to last for a continuous period of not less than 12
         months.

         (l)      "EMPLOYEE" means any individual who is a common-law
         employee of the Company, a Parent, a Subsidiary or an Affiliate.

         (m)      "EXCHANGE ACT" means the Securities Exchange Act of 1934,
         as amended.

         (n)      "EXERCISE PRICE" means the amount for which a Share may be
         purchased upon exercise of such Option, as specified in the
         applicable Stock Option Agreement.

         (o)      "FAIR MARKET VALUE" means the market price of Shares,
         determined by the Committee as follows:

                  (i)      If the Shares were traded over-the-counter on the
                  date in question but were not classified as a national
                  market issue, then the Fair Market Value shall be equal to
                  the mean between the last reported representative bid and
                  asked prices quoted by the NASDAQ system for such date;

                  (ii)     If the Shares were traded over-the-counter on the
                  date in question and were classified as a national market
                  issue, then the Fair Market Value shall be equal to the
                  last-transaction price quoted by the NASDAQ system for such
                  date;

                  (iii)    If the Shares were traded on a stock exchange on
                  the date in question, then the Fair Market Value shall be
                  equal to the closing price reported by the applicable
                  composite transactions report for such date; and

                  (iv)     If none of the foregoing provisions is applicable,
                  then the Fair Market Value shall be determined by the
                  Committee in good faith on such basis as it deems
                  appropriate.

         Whenever possible, the determination of Fair Market Value by the
         Committee shall be based on the prices reported in the WALL STREET
         JOURNAL. Such determination shall be conclusive and binding on all
         persons.

         (p)      "GRANT" means any grant of an Option under the Plan.

         (q)      "INCENTIVE STOCK OPTION" or "ISO" means an incentive stock
         option described in Code section 422(b).

         (r)      "KEY EMPLOYEE" means an Employee, Director, Non-Employee
         Director or Consultant who has been selected by the Committee to
         receive an Award under the Plan.

         (s)      "NON-EMPLOYEE DIRECTOR" means a member of the Board who is
         not an Employee.

         (t)      "NONSTATUTORY STOCK OPTION" or "NSO" means a stock option
         that is not an ISO.

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         (u)      "OPTION" means an ISO or NSO granted under the Plan
         entitling the Optionee to purchase Shares.

         (v)      "OPTIONEE" means an individual, estate or other entity that
         holds an Option.

         (w)      "PARENT" means any corporation (other than the Company) in
         an unbroken chain of corporations ending with the Company, if each
         of the corporations other than the Company owns stock possessing
         fifty percent (50%) or more of the total combined voting power of
         all classes of stock in one of the other corporations in such chain.
         A corporation that attains the status of a Parent on a date after
         the adoption of the Plan shall be considered a Parent commencing as
         of such date.

         (x)      "PARTICIPANT" means an individual or estate or other entity
         that holds an Award.

         (y)      "PLAN" means this inSilicon Corporation 2000 Stock Plan as
         it may be amended from time to time.

         (z)      "RESTRICTED STOCK" means a Share awarded under the Plan.

         (aa)     "RESTRICTED STOCK AGREEMENT" means the agreement described
         in Section 8 evidencing each Award of Restricted Stock.

         (bb)     "SECURITIES ACT" means the Securities Act of 1933, as
         amended.

         (cc)     "SERVICE" means service as an Employee, Director,
         Non-Employee Director or Consultant.

         (dd)     "SHARE" means one share of Common Stock.

         (ee)     "STOCK OPTION AGREEMENT" means the agreement described in
         Section 6 evidencing each Grant of an Option.

         (ff)     "SUBSIDIARY" means any corporation (other than the Company)
         in an unbroken chain of corporations beginning with the Company, if
         each of the corporations other than the last corporation in the
         unbroken chain owns stock possessing fifty percent (50%) or more of
         the total combined voting power of all classes of stock in one of
         the other corporations in such chain. A corporation that attains the
         status of a Subsidiary on a date after the adoption of the Plan
         shall be considered a Subsidiary commencing as of such date.

         (gg)     "10-PERCENT SHAREHOLDER" means an individual who owns more
         than ten percent (10%) of the total combined voting power of all
         classes of outstanding stock of the Company, its Parent or any of
         its subsidiaries. In determining stock ownership, the attribution
         rules of section 424(d) of the Code shall be applied.

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SECTION 3. ADMINISTRATION.

         (a)      COMMITTEE COMPOSITION. A Committee appointed by the Board
         shall administer the Plan. The Board shall designate one of the
         members of the Committee as chairperson. If no Committee has been
         approved, the entire Board shall constitute the Committee. Members
         of the Committee shall serve for such period of time as the Board
         may determine and shall be subject to removal by the Board at any
         time. The Board may also at any time terminate the functions of the
         Committee and reassume all powers and authority previously delegated
         to the Committee.

         With respect to officers or directors subject to Section 16 of the
         Exchange Act, the Committee shall consist of those individuals who
         shall satisfy the requirements of Rule 16b-3 (or its successor)
         under the Exchange Act with respect to Awards granted to persons who
         are officers or directors of the Company under Section 16 of the
         Exchange Act.

         The Board may also appoint one or more separate committees of the
         Board, each composed of one or more directors of the Company who
         need not qualify under Rule 16b-3, who may administer the Plan with
         respect to Key Employees who are not considered officers or
         directors of the Company under Section 16 of the Exchange Act, may
         grant Awards under the Plan to such Key Employees and may determine
         all terms of such Awards.

         Notwithstanding the foregoing, the Board shall constitute the
         Committee and shall administer the Plan with respect to Options
         granted to Non-Employee Directors under Section 4(c).

         (b)      AUTHORITY OF THE COMMITTEE. Subject to the provisions of
         the Plan, the Committee shall have full authority and discretion to
         take any actions it deems necessary or advisable for the
         administration of the Plan. Such actions shall include:

                  (i)       selecting Key Employees who are to receive Awards
                  under the Plan;

                  (ii)      determining the type, number, vesting
                  requirements and other features and conditions of such
                  Awards;

                  (iii)     interpreting the Plan; and

                  (iv)      making all other decisions relating to the
                  operation of the Plan.

         The Committee may adopt such rules or guidelines, as it deems
         appropriate to implement the Plan. The Committee's determinations
         under the Plan shall be final and binding on all persons.

         (c)      INDEMNIFICATION. Each member of the Committee, or of the
         Board, shall be indemnified and held harmless by the Company against
         and from (i) any loss, cost, liability, or expense that may be
         imposed upon or reasonably incurred by him or her in connection with
         or resulting from any claim, action, suit, or proceeding to which he
         or she may be a party or in which he or she may be involved by
         reason of any action taken or failure to act under the Plan or any
         Stock Option Agreement or any Restricted Stock Agreement, and (ii)
         from any and all amounts paid by him or her in settlement thereof,

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         with the Company's approval, or paid by him or her in satisfaction
         of any judgment in any such claim, action, suit, or proceeding
         against him or her, provided he or she shall give the Company an
         opportunity, at its own expense, to handle and defend the same
         before he or she undertakes to handle and defend it on his or her
         own behalf. The foregoing right of indemnification shall not be
         exclusive of any other rights of indemnification to which such
         persons may be entitled under the Company's Certificate of
         Incorporation or Bylaws, by contract, as a matter of law, or
         otherwise, or under any power that the Company may have to indemnify
         them or hold them harmless.

SECTION 4. ELIGIBILITY.

         (a)      GENERAL RULES. Only Employees, Directors, Non-Employee
         Directors and Consultants shall be eligible for designation as Key
         Employees by the Committee.

         (b)      INCENTIVE STOCK OPTIONS. Only Key Employees who are
         common-law employees of the Company, a Parent or a Subsidiary shall
         be eligible for the grant of ISOs. In addition, a Key Employee who
         is a 10-Percent Shareholder shall not be eligible for the grant of
         an ISO unless the requirements set forth in section 422(c)(5) of the
         Code are satisfied.

         (c)      NON-EMPLOYEE DIRECTORS. Non-Employee Directors shall also
         be eligible to receive Options as described in this Section 4(c)
         from and after the date the Board has determined to implement this
         provision.

                  (i)       Each eligible Non-Employee Director shall
         automatically be granted an NSO to purchase 20,000 Shares (subject
         to adjustment under Section 9) as a result of his or her initial
         election or appointment as a Non-Employee Director. Upon the
         conclusion of each regular annual meeting of the Company's
         stockholders following his or her initial appointment, each eligible
         Non-Employee Director who will continue serving as a member of the
         Board thereafter shall receive an NSO to purchase 7,500 Shares
         (subject to adjustment under Section 9). In addition, upon his or
         her appointment to the Audit Committee or Compensation Committee of
         the Board, each Non-Employee Director will receive an NSO to
         purchase 5,000 Shares (subject to adjustment under Section 9). All
         NSOs granted pursuant to this Section 4 shall vest and become
         exercisable at the rate of six and twenty-five hundredths percent
         (6.25%) of the Shares subject to the Options per quarter grant from
         the date of grant, provided the Non-Employee Director is serving as
         a director of the Company as of the vesting date.

                  (ii)      All NSOs granted to Non-Employee Directors under
         this Section 4(c) shall become exercisable in full in the event of
         Change in Control with respect to the Company while the Director is
         providing service.

                  (iii)     The Exercise Price under all NSOs granted to a
         Non-Employee Director under this Section 4(c) shall be equal to one
         hundred percent (100%) of the Fair Market Value of a Common Share on
         the date of grant, payable in one of the forms described in Section
         7.

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                  (iv)      All NSOs granted to a Non-Employee Director under
         this Section 4(c) shall terminate on the earlier of:

                           (1)      The 10th anniversary of the date of grant;
                           or

                           (2)      The date ninety (90) days after the
                  termination of such Non-Employee Director's service for
                  any reason.

SECTION 5. SHARES SUBJECT TO PLAN.

         (a)      BASIC LIMITATION. The stock issuable under the Plan shall be
         authorized but unissued Shares or treasury Shares. The aggregate
         number of Shares reserved for Awards under the Plan shall not exceed
         1,300,000 plus such number of shares as shall be available for grant
         under the Company's 1999 Stock Plan on the Effective Date of the
         Plan. The foregoing limit is subject to adjustment pursuant to
         Section 9.

         (b)      ANNUAL ADDITION. Beginning with the first fiscal year of the
         Company beginning after the Effective Date, on the first day of each
         fiscal year, Shares will be added to the Plan equal to the lesser of
         (i) 2,000,000 Shares, or (ii) five percent (5%) of the outstanding
         shares in the last day of the prior fiscal year.

         (c)      ADDITIONAL SHARES. If Awards are forfeited or terminate for
         any other reason before being exercised, then the Shares underlying
         such Awards shall again become available for Awards under the Plan.

         (d)      DIVIDEND EQUIVALENTS. Any dividend equivalents distributed
         under the Plan shall not be applied against the number of Shares
         available for Awards.

         (e)      LIMITS ON OPTIONS. No Key Employee shall receive Options to
         purchase Shares during any fiscal year covering in excess of
         2,000,000 Shares; provided, however, a newly hired Key Employee may
         receive Options to purchase up to 1,000,000 Shares during the fiscal
         year of his or her date of hire.

         (f)      LIMITS ON RESTRICTED STOCK. No Key Employee shall receive
         Award(s) of Restricted Stock during any fiscal year covering in
         excess of 200,000 Shares.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

         (a)      STOCK OPTION AGREEMENT. Each Grant under the Plan shall be
         evidenced by a Stock Option Agreement between the Optionee and the
         Company. Such Option shall be subject to all applicable terms and
         conditions of the Plan and may be subject to any other terms and
         conditions that are not inconsistent with the Plan and that the
         Committee deems appropriate for inclusion in a Stock Option
         Agreement. The provisions of the various Stock Option Agreements
         entered into under the Plan need not be identical. A Stock Option
         Agreement may provide that new Options will be granted automatically
         to

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         the Optionee when he or she exercises the prior Options. The Stock
         Option Agreement shall also specify whether the Option is an ISO or
         an NSO.

         (b)      NUMBER OF SHARES. Each Stock Option Agreement shall specify
         the number of Shares that are subject to the Option and shall
         provide for the adjustment of such number in accordance with Section
         9.

         (c)      EXERCISE PRICE. An Option's Exercise Price shall be
         established by the Committee and set forth in a Stock Option
         Agreement. To the extent required by applicable law the Exercise
         Price of an ISO shall not be less than 100% of the Fair Market Value
         (110% for 10-Percent Shareholders) of a Share on the date of Grant.
         In the case of an NSO, a Stock Option Agreement may specify an
         Exercise Price that varies in accordance with a predetermined
         formula while the NSO is outstanding.

         (d)      EXERCISABILITY AND TERM. Each Stock Option Agreement shall
         specify the date when all or any installment of the Option is to
         become exercisable. The Stock Option Agreement shall also specify
         the term of the Option; provided that the term of an ISO shall in no
         event exceed ten (10) years from the date of Grant. An ISO that is
         granted to a 10-Percent Shareholder shall have a maximum term of
         five (5) years. No Option can be exercised after the expiration date
         provided in the applicable Stock Option Agreement. A Stock Option
         Agreement may provide for accelerated exercisability in the event of
         the Optionee's death, disability or retirement or other events and
         may provide for expiration prior to the end of its term in the event
         of the termination of the Optionee's service. A Stock Option
         Agreement may permit an Optionee to exercise an Option before it is
         vested, subject to the Company's right of repurchase over any Shares
         acquired under the unvested portion of the Option (an "early
         exercise"), which right of repurchase shall lapse at the same rate
         the Option would have vested had there been no early exercise. In no
         event shall the Company be required to issue fractional Shares upon
         the exercise of an Option.

         (e)      MODIFICATIONS OR ASSUMPTION OF OPTIONS. Within the
         limitations of the Plan, the Committee may modify, extend or assume
         outstanding options or may accept the cancellation of outstanding
         options (whether granted by the Company or by another issuer) in
         return for the grant of new Options for the same or a different
         number of Shares and at the same or a different Exercise Price. The
         foregoing notwithstanding, no modification of an Option shall,
         without the consent of the Optionee, alter or impair his or her
         rights or obligations under such Option.

         (f)      TRANSFERABILITY OF OPTIONS. Except as otherwise provided in
         the applicable Stock Option Agreement and then only to the extent
         permitted by applicable law, no Option shall be transferable by the
         Optionee other than by will or by the laws of descent and
         distribution. Except as otherwise provided in the applicable Stock
         Option Agreement, an Option may be exercised during the lifetime of
         the Optionee only or by the guardian or legal representative of the
         Optionee. No Option or interest therein may be assigned, pledged or
         hypothecated by the Optionee during his lifetime, whether by
         operation of law or otherwise, or be made subject to execution,
         attachment or similar process.

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         (g)      NO RIGHTS AS STOCKHOLDER. An Optionee, or a transferee of
         an Optionee, shall have no rights as a stockholder with respect to
         any Common Stock covered by an Option until such person becomes
         entitled to receive such Common Stock by filing a notice of exercise
         and paying the Exercise Price pursuant to the terms of such Option.

         (h)      RESTRICTIONS ON TRANSFER. Any Shares issued upon exercise
         of an Option shall be subject to such rights of repurchase, rights
         of first refusal and other transfer restrictions as the Committee
         may determine. Such restrictions shall apply in addition to any
         restrictions that may apply to holders of Shares generally and shall
         also comply to the extent necessary with applicable law.

SECTION 7. PAYMENT FOR OPTION SHARES.

         (a)      GENERAL RULE. The entire Exercise Price of Shares issued
         upon exercise of Options shall be payable in cash at the time when
         such Shares are purchased, except as follows:

                  (i)      In the case of an ISO granted under the Plan,
         payment shall be made only pursuant to the express provisions of the
         applicable Stock Option Agreement. The Stock Option Agreement may
         specify that payment may be made in any form(s) described in this
         Section 7.

                  (ii)     In the case of an NSO granted under the Plan, the
         Committee may in its discretion, at any time accept payment in any
         form(s) described in this Section 7.

         (b)      SURRENDER OF STOCK. To the extent that this Section 7(b) is
         applicable, payment for all or any part of the Exercise Price may be
         made with Shares which have already been owned by the Optionee for
         such duration as shall be specified by the Committee. Such Shares
         shall be valued at their Fair Market Value on the date when the new
         Shares are purchased under the Plan.

         (c)      PROMISSORY NOTE. To the extent that this Section 7(c) is
         applicable, payment for all or any part of the Exercise Price may be
         made with a full-recourse promissory note.

         (d)      OTHER FORMS OF PAYMENT. To the extent that this Section
         7(d) is applicable, payment may be made in any other form that is
         consistent with applicable laws, regulations and rules.

SECTION 8. TERMS AND CONDITIONS FOR AWARDS OF RESTRICTED STOCK.

         (a)      TIME, AMOUNT AND FORM OF AWARDS. Awards under the Plan may
         be granted in the form of Restricted Stock.

         (b)      RESTRICTED STOCK AGREEMENT. Each Award of Restricted Stock
         under the Plan shall be evidenced by a Restricted Stock Agreement
         between the Participant and the Company. Such Award shall be subject
         to all applicable terms and conditions of the Plan and may be
         subject to any other terms and conditions that are not inconsistent
         with the

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         Plan and that the Committee deems appropriate for inclusion in a
         Restricted Stock Agreement. The provisions of the various Restricted
         Stock Agreements entered into under the Plan need not be identical.

         (c)      PAYMENT FOR RESTRICTED STOCK. Restricted Stock may be
         issued with or without cash consideration under the Plan.

         (d)      VESTING CONDITIONS. Each Award of Restricted Stock shall
         become vested, in full or in installments, upon satisfaction of the
         conditions specified in the Restricted Stock Agreement. A Restricted
         Stock Agreement may provide for accelerated vesting in the event of
         the Participant's death, Disability or retirement or other events.

         (e)      ASSIGNMENT OR TRANSFER OF RESTRICTED STOCK. Except as
         provided in Section 12, or in a Restricted Stock Agreement, or as
         required by applicable law, a Restricted Stock granted under the
         Plan shall not be anticipated, assigned, attached, garnished,
         optioned, transferred or made subject to any creditor's process,
         whether voluntarily, involuntarily or by operation of law. Any act
         in violation of this Section 8(e) shall be void. However, this
         Section 8(e) shall not preclude a Participant from designating a
         beneficiary who will receive any outstanding Restricted Stocks in
         the event of the Participant's death, nor shall it preclude a
         transfer of Restricted Stocks by will or by the laws of descent and
         distribution.

         (f)      TRUSTS. Neither this Section 8 nor any other provision of
         the Plan shall preclude a Participant from transferring or assigning
         Restricted Stock to (a) the trustee of a trust that is revocable by
         such Participant alone, both at the time of the transfer or
         assignment and at all times thereafter prior to such Participant's
         death, or (b) the trustee of any other trust to the extent approved
         in advance by the Committee in writing. A transfer or assignment of
         Restricted Stock from such trustee to any person other than such
         Participant shall be permitted only to the extent approved in
         advance by the Committee in writing, and Restricted Stock held by
         such trustee shall be subject to all of the conditions and
         restrictions set forth in the Plan and in the applicable Restricted
         Stock Agreement, as if such trustee were a party to such Agreement.

         (g)      VOTING AND DIVIDEND RIGHTS. The holders of Restricted Stock
         awarded under the Plan shall have the same voting, dividend and
         other rights as the Company's other stockholders. A Restricted Stock
         Agreement, however, may require that the holders of Restricted Stock
         invest any cash dividends received in additional Restricted Stock.
         Such additional Restricted Stock shall be subject to the same
         conditions and restrictions as the Award with respect to which the
         dividends were paid. Such additional Restricted Stock shall not
         reduce the number of Shares available under Section 5.

SECTION 9. PROTECTION AGAINST DILUTION.

         (a)      ADJUSTMENTS. In the event of a subdivision of the
         outstanding Shares, a declaration of a dividend payable in Shares, a
         declaration of a dividend payable in a form other than Shares in an
         amount that has a material effect on the price of Shares, a
         combination or consolidation of the outstanding Shares (by
         reclassification or otherwise) into a lesser

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         number of Shares, a recapitalization, a spin-off or a similar
         occurrence, the Committee shall make such adjustments as it, in its
         sole discretion, deems appropriate in one or more of:

                  (i)      the number of Shares available for future Awards
         and the per-person Share limits under Section 5;

                  (ii)     the number of Shares covered by each outstanding
         Award;

                  (iii)    the Exercise Price under each outstanding Option;
         or

                  (iv)     the number of Shares subject to Option grants
         under Section 4(c).

         (b)      PARTICIPANT RIGHTS. Except as provided in this Section 9, a
         Participant shall have no rights by reason of any issue by the
         Company of stock of any class or securities convertible into stock
         of any class, any subdivision or consolidation of shares of stock of
         any class, the payment of any stock dividend or any other increase
         or decrease in the number of shares of stock of any class.

SECTION 10. EFFECT OF A CHANGE IN CONTROL.

         (a)      MERGER OR REORGANIZATION. In the event that the Company is
         a party to a merger or other reorganization, outstanding Awards
         shall be subject to the agreement of merger or reorganization. Such
         agreement may provide, without limitation, for the assumption of
         outstanding Awards by the surviving corporation or its parent, for
         their continuation by the Company (if the Company is a surviving
         corporation), for accelerated vesting or for their cancellation with
         or without consideration, in all cases without the consent of the
         Participant.

         (b)      ACCELERATION. The Committee may determine, at the time of
         granting an Award or thereafter, that such Award shall become fully
         vested as to all Shares subject to such Award in the event that a
         Change in Control occurs with respect to the Company.

SECTION 11. LIMITATIONS ON RIGHTS.

         (a)      RETENTION RIGHTS. Neither the Plan nor any Award granted
         under the Plan shall be deemed to give any individual a right to
         remain an employee, consultant or director of the Company, a Parent,
         a Subsidiary or an Affiliate. The Company and its Parents and
         Subsidiaries and Affiliates reserve the right to terminate the
         Service of any person at any time, and for any reason, subject to
         applicable laws, the Company's Certificate of Incorporation and
         Bylaws and a written employment agreement (if any).

         (b)      STOCKHOLDERS' RIGHTS. A Participant shall have no dividend
         rights, voting rights or other rights as a stockholder with respect
         to any Shares covered by his or her Award prior to the issuance of a
         stock certificate for such Shares. No adjustment shall be made for

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         cash dividends or other rights for which the record date is prior to
         the date when such certificate is issued, except as expressly
         provided in Section 9.

         (c)      REGULATORY REQUIREMENTS. Any other provision of the Plan
         notwithstanding, the obligation of the Company to issue Shares under
         the Plan shall be subject to all applicable laws, rules and
         regulations and such approval by any regulatory body as may be
         required. The Company reserves the right to restrict, in whole or in
         part, the delivery of Shares pursuant to any Award prior to the
         satisfaction of all legal requirements relating to the issuance of
         such Shares, to their registration, qualification or listing or to
         an exemption from registration, qualification or listing.

SECTION 12. WITHHOLDING TAXES.

         (a)      GENERAL. A Participant shall make arrangements satisfactory
         to the Company for the satisfaction of any withholding tax
         obligations that arise in connection with his or her Award. The
         Company shall not be required to issue any Shares or make any cash
         payment under the Plan until such obligations are satisfied.

         (b)      SHARE WITHHOLDING. If a public market for the Company's
         Shares exists, the Committee may permit a Participant to satisfy all
         or part of his or her withholding or income tax obligations by
         having the Company withhold all or a portion of any Shares that
         otherwise would be issued to him or her or by surrendering all or a
         portion of any Shares that he or she previously acquired. Such
         Shares shall be valued at their Fair Market Value on the date when
         taxes otherwise would be withheld in cash. Any payment of taxes by
         assigning Shares to the Company may be subject to restrictions,
         including, but not limited to, any restrictions required by rules of
         the Securities and Exchange Commission.

SECTION 13. DURATION AND AMENDMENTS.

         (a)      TERM OF THE PLAN. The Plan, as set forth herein, shall
         become effective on the date of its adoption by the Board, subject
         to the approval of the Company's stockholders. No Options shall be
         exercisable until such stockholder approval is obtained. In the
         event that the stockholders fail to approve the Plan within twelve
         (12) months after its adoption by the Board, any Awards made shall
         be null and void and no additional Awards shall be made. To the
         extent required by applicable law, the Plan shall terminate on the
         date that is ten (10) years after its adoption by the Board and may
         be terminated on any earlier date pursuant to Section 13(b).

         (b)      RIGHT TO AMEND OR TERMINATE THE PLAN. The Board may amend
         or terminate the Plan at any time and for any reason. The
         termination of the Plan, or any amendment thereof, shall not affect
         any Award previously granted under the Plan. No Awards shall be
         granted under the Plan after the Plan's termination. An amendment of
         the Plan shall be subject to the approval of the Company's
         stockholders only to the extent required by applicable laws,
         regulations or rules.

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SECTION 14. EXECUTION.

         To record the adoption of the Plan by the Board, the Company has
         caused its duly authorized officer to execute this Plan on behalf of
         the Company.

                                       INSILICON CORPORATION

                                       By /s/ David J. Power
                                         ------------------------------------
                                       Title  Vice President, General Counsel
                                            ---------------------------------

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