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                              UNITRODE CORPORATION                  Exhibit 10.1

                            SHORT TERM INCENTIVE PLAN

A.   Establishment and Effective Date

     1.   Unitrode Corporation (the "Company") has established a Short Term
          Incentive Plan (the "Plan") for selected U.S. employees (the
          "Participants") of the Company.

     2.   This Plan is effective beginning February 1, 1999. The Plan shall be
          in effect until otherwise determined by the Plan Administrator.



B.   Objectives

     1.   The principal objectives of the Plan are to:

          a.   Recognize the volatility in the semiconductor market.

          b.   Share in the company success.

          c.   Underscore the importance of corporate, team and individual
               goals.



C.   Responsibility for Administration and Interpretation

     1.   The Plan Administrator shall be responsible for administration and
          interpretation of this plan. Unitrode's Chief Executive Officer and
          Vice President, Human Resources shall serve in the capacity of "Plan
          Administrator".

     2.   The Plan Administrator shall have the authority to adopt, amend, and
          repeal the administrative rules, guidelines, and practices relating to
          the Plan as deemed advisable, including dissolution of the Plan
          without advance notice. The Plan Administrator shall also have full
          responsibility to interpret provisions of the Plan. The Plan
          Administrator will not be liable for any action or determination
          relating to the Plan made in good faith. All decisions made by the
          Plan Administrator will be final and binding on all persons having or
          claiming any interest in the Plan or in any award from the Plan.

     3.   The Plan Administrator shall have the right to set the maximum amount
          of the sum of such awards and the maximum employee participation.

     4.   The Plan Administrator shall monitor the use of the Plan to assure
          that its use remains consistent with its objectives.



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D.   Eligibility

     1.   Eligibility for awards under the Plan shall be open to all U.S.
          employees who are active, regular Company employees on the date of the
          award distribution except for those employees who are participants in
          any sales incentive plan.

     2.   Eligibility in any one year shall guarantee neither a right to an
          incentive award, nor a right to eligibility in any subsequent year.



E.   Participation

     1.   Awards under the Plan shall be limited to individuals employed by the
          Company on the date of payment, except in the case of retirement,
          disability, or death, in which case the Plan Administrator may approve
          the payment of a full or pro-rated award to the former employee or
          his/her estate or beneficiary of record.

     2.   Participation shall be based on actual results relative to assessment
          criteria during the assessment period.



F.   Target Awards

     1.   The Plan Administrators will approve target Incentive Awards for each
          classification of eligible employees.

     2.   Refer to appendix for target award details by employee classification.

     3.   The establishment of a target award does not guarantee payment at that
          level; actual awards are based on results relative to performance
          criteria.



G.   Performance Criteria and Assessment

     1.   Performance criteria shall be predetermined by the Plan Administrator
          for each employee classification, and shall be based upon specific
          company goals and individual performance results. (The performance
          criteria weighting can be found in the appendix of this plan
          document.)

     2.   Each performance criteria will be assessed as follows:

          a.   Earnings Per Share (EPS). Payout begins at 100% of fiscal year
               target, with no cap. (The EPS schedule can be found in the
               appendix of this plan document.)

          b.   Management By Objectives (MBOs). Individual performance versus
               goals will be assessed to determine achievement of MBOs.



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     3.   Awards payments are subject to attainment of the annual EPS target and
          MBO achievement. At the beginning of each fiscal year, the criteria
          for bonus payments (i.e. minimum attainment of EPS figures) will be
          announced.



H.   Award Form

     1.   EPS achievement will be determined at the close of the fiscal year.

     2.   MBO attainment will be measured quarterly and paid annually.

     3.   Awards to Participants shall be payable as soon as practical following
          award determination at the close of the fiscal year.

     4.   Awards shall be calculated as a percent of base salary, and shall be
          subject to all required taxes, deductions, and withholdings.



I.   Relationship to Other Plans

     1.   Eligibility for or Participation in this Plan does not automatically
          preclude eligibility for any other plans that may be established by
          the Company.



J.   No Contract of Employment

     1.   Neither the Plan, nor an employee's eligibility or award will be
          deemed a contract of employment.



K.   No Legal Right

     1.   Neither the establishment of the Plan, nor any amendment or change to
          the Plan, nor the payment of any award under the Plan will be
          construed as giving a participant or other person any legal or
          equitable right against the Company or any affiliated organization(s).

     2.   Rights to awards shall terminate upon the termination of the Plan and
          any previously calculated awards shall be payable pursuant to Section
          H of this Plan.



L.   Right to Amend the Plan

     1.   The Plan Administrator reserves the right to amend or terminate the
          Plan to any extent, in any manner, and at any time in the sole
          discretion and in the final judgment of the Plan Administrator,
          without further obligation.



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