Exhibit 4.02

                           ELANTEC SEMICONDUCTOR, INC.

                           1995 EQUITY INCENTIVE PLAN

                     As Adopted August 23, 1995 and Amended
                            Through November 4, 1999

                1. PURPOSE. The purpose of this Plan is to provide incentives to
attract,  retain and  motivate  eligible  persons  whose  present and  potential
contributions  are  important  to  the  success  of  the  Company,  its  Parent,
Subsidiaries  and Affiliates,  by offering them an opportunity to participate in
the Company's future performance through awards of Options, Restricted Stock and
Stock Bonuses.  Capitalized terms not defined in the text are defined in Section
23.

                2. SHARES SUBJECT TO THIS PLAN.

                   2.1 Number of Shares  Available.  Subject to Sections 2.2 and
18, the total  number of Shares  reserved and  available  for grant and issuance
pursuant  to this Plan will be  2,820,000  Shares  plus any Shares that are made
available  for grant and  issuance  under this Plan  pursuant  to the  following
sentence.  Any shares remaining unissued and not subject to outstanding  options
or other awards under the 1994 Equity  Incentive Plan (the "Prior Plan") adopted
by Elantec,  Inc., a California  corporation,  that is the Company's predecessor
("Elantec  California")  on the Effective Date (as defined below) and any shares
issuable upon exercise of options granted pursuant to the Prior Plan that expire
or become  unexercisable  for any reason  without having been exercised in full,
will no longer be  available  for grant and issuance  under the Prior Plan,  but
will also be  available  for grant and  issuance  under  this  Plan.  Subject to
Sections 2.2 and 18,  Shares that:  (a) are subject to issuance upon exercise of
an Option  but cease to be subject  to such  Option  for any  reason  other than
exercise of such Option;  (b) are subject to an Award granted  hereunder but are
forfeited or are  repurchased by the Company at the original issue price; or (c)
are subject to an Award that otherwise  terminates  without Shares being issued;
will again be available for grant and issuance in connection  with future Awards
under this Plan.  At all times the Company  shall  reserve and keep  available a
sufficient  number of Shares as shall be required to satisfy the requirements of
all outstanding  Options  granted under this Plan and all other  outstanding but
unvested Awards granted under this Plan.

                   2.2  Adjustment  of  Shares.  In the event that the number of
outstanding  Shares is  changed  by a stock  dividend,  recapitalization,  stock
split,  reverse  stock  split,  subdivision,  combination,  reclassification  or
similar change in the capital  structure of the Company  without  consideration,
then (a) the number of Shares  reserved  for issuance  under this Plan,  (b) the
Exercise Prices of and number of Shares subject to outstanding  Options, and (c)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the
Company and compliance with applicable securities laws; provided,  however, that
fractions  of a Share will not be issued but will  either be  replaced by a cash
payment  equal to the Fair Market  Value of such  fraction of a Share or will be
rounded up to the nearest  whole Share,  as  determined  by the  Committee;  and
provided, further, that the Exercise Price of any Option may not be decreased to
below the par value of the Shares.

                3.  ELIGIBILITY.  ISOs (as  defined  in  Section 5 below) may be
granted  only to  employees  (including  officers  and  directors  who are  also
employees) of the Company or of a Parent or Subsidiary of the Company. All other
Awards  may  be  granted  to  employees,   officers,   directors,   consultants,
independent contractors and advisors of the Company or any Parent, Subsidiary or
Affiliate of the Company;  provided such  consultants,  contractors and advisors
render  bona  fide  services  not in  connection  with  the  offer  and  sale of
securities  in a  capital-raising  transaction.  No person  will be  eligible to
receive more than 100,000  Shares in any calendar  year under this Plan pursuant
to the grant of Awards hereunder,  other than new employees of the Company or of
a Parent,  Subsidiary or Affiliate of the Company  (including  new employees who
are also  officers  and  directors of the Company or any Parent,  Subsidiary  or
Affiliate of the Company) who are eligible to receive up to a maximum of 400,000
Shares in the calendar year in which they commence  their  employment.  A person
may be granted more than one Award under this Plan.

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                4. ADMINISTRATION.

                   4.1 Committee  Authority.  This Plan will be  administered by
the  Committee or by the Board acting as the  Committee.  Subject to the general
purposes,  terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

                (a)   construe and interpret this Plan, any Award  Agreement and
                      any other agreement or document  executed pursuant to this
                      Plan;

                (b)   prescribe,   amend  and  rescind  rules  and   regulations
                      relating to this Plan;

                (c)   select persons to receive Awards;

                (d)   determine the form and terms of Awards;

                (e)   determine  the  number of  Shares  or other  consideration
                      subject to Awards;

                (f)   determine  whether  Awards  will  be  granted  singly,  in
                      combination with, in tandem with, in replacement of, or as
                      alternatives to, other Awards under this Plan or any other
                      incentive  or  compensation  plan  of the  Company  or any
                      Parent, Subsidiary or Affiliate of the Company;

                (g)   grant waivers of Plan or Award conditions;

                (h)   determine  the  vesting,  exercisability  and  payment  of
                      Awards;

                (i)   correct any defect,  supply any omission, or reconcile any
                      inconsistency  in  this  Plan,  any  Award  or  any  Award
                      Agreement;

                (j)   determine whether an Award has been earned; and

                (k)   make all other  determinations  necessary or advisable for
                      the administration of this Plan.

                   4.2  Committee  Discretion.  Any  determination  made  by the
Committee  with respect to any Award will be made in its sole  discretion at the
time of grant of the Award or,  unless in  contravention  of any express term of
this Plan or Award, at any later time, and such  determination will be final and
binding on the Company and on all persons  having an interest in any Award under
this Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Award under this Plan to Participants who are not Insiders
of the Company.

                   4.3 Exchange Act Requirements.  If two or more members of the
Board are Outside Directors, the Committee will be comprised of at least two (2)
members  of the  Board,  all of whom are  Outside  Directors  and  Disinterested
Persons.  During  all times  that the  Company  is  subject to Section 16 of the
Exchange  Act,  the  Company  will take  appropriate  steps to  comply  with the
disinterested  administration requirements of Section 16(b) of the Exchange Act,
which will consist of the appointment by the Board of a Committee  consisting of
not less than two (2)  members  of the  Board,  each of whom is a  Disinterested
Person.

                5. OPTIONS.  The Committee may grant Options to eligible persons
and will determine  whether such Options will be Incentive  Stock Options within
the meaning of the Code ("ISOs") or Nonqualified  Stock Options  ("NQSOs"),  the
number of Shares subject to the Option,  the Exercise  Price of the Option,  the
period  during  which the  Option  may be  exercised,  and all  other  terms and
conditions of the Option, subject to the following:

                   5.1 Form of Option Grant. Each Option granted under this Plan
will be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NQSO ("Stock  Option  Agreement"),  and will be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee  may from time to time  approve,  and which  will  comply  with and be
subject to the terms and conditions of this Plan.

                   5.2 Date of Grant. The date of grant of an Option will be the
date on which the Committee makes the determination to grant such Option, unless
otherwise  specified by the Committee.  The Stock

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Option  Agreement  and a copy of this Plan will be delivered to the  Participant
within a reasonable time after the granting of the Option.

                   5.3 Exercise Period.  Options will be exercisable  within the
times or upon the events  determined  by the Committee as set forth in the Stock
Option Agreement governing such Option;  provided,  however, that no Option will
be  exercisable  after the expiration of ten (10) years from the date the Option
is granted; and provided,  further, that no ISO granted to a person who directly
or by attribution  owns more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of any Parent or  Subsidiary  of
the Company ("Ten Percent Stockholder") will be exercisable after the expiration
of five (5)  years  from the date the ISO is  granted.  The  Committee  also may
provide for the  exercise of Options to become  exercisable  at one time or from
time to time,  periodically or otherwise, in such number of Shares or percentage
of Shares as the Committee determines.

                   5.4 Exercise  Price.  The Exercise Price of an Option will be
determined by the Committee  when the Option is granted and may be not less than
85% of the Fair Market Value of the Shares on the date of grant;  provided that:
(i) the  Exercise  Price of an ISO will be not less than 100% of the Fair Market
Value of the Shares on the date of grant; and (ii) the Exercise Price of any ISO
granted  to a Ten  Percent  Stockholder  will not be less  than 110% of the Fair
Market  Value  of the  Shares  on the  date of  grant.  Payment  for the  Shares
purchased may be made in accordance with Section 8 of this Plan.

                   5.5 Method of  Exercise.  Options  may be  exercised  only by
delivery  to the  Company of a written  stock  option  exercise  agreement  (the
"Exercise Agreement") in a form approved by the Committee (which need not be the
same for each  Participant),  stating the number of Shares being purchased,  the
restrictions  imposed on the Shares purchased under such Exercise Agreement,  if
any, and such representations and agreements regarding Participant's  investment
intent and access to information  and other matters,  if any, as may be required
or desirable by the Company to comply with applicable  securities laws, together
with  payment  in full of the  Exercise  Price for the  number  of Shares  being
purchased.

                   5.6  Termination.  Notwithstanding  the exercise  periods set
forth in the  Stock  Option  Agreement,  exercise  of an Option  will  always be
subject to the following:

            (a)    If the  Participant is Terminated for any reason except death
                   or  Disability,   then  the  Participant  may  exercise  such
                   Participant's  Options  only to the extent that such  Options
                   would  have been  exercisable  upon the  Termination  Date no
                   later than three (3) months  after the  Termination  Date (or
                   such  shorter or longer  time period not  exceeding  five (5)
                   years  as  may  be  determined  by the  Committee,  with  any
                   exercise beyond three (3) months after the  Termination  Date
                   deemed to be an NQSO),  but in any  event,  no later than the
                   expiration date of the Options.

            (b)    If the Participant is Terminated because of the Participant's
                   death or Disability (or the Participant dies within three (3)
                   months   after  a   Termination   other   than   because   of
                   Participant's   death  or  disability),   then  Participant's
                   Options may be exercised only to the extent that such Options
                   would have been exercisable by Participant on the Termination
                   Date and must be exercised by Participant  (or  Participant's
                   legal  representative  or authorized  assignee) no later than
                   twelve  (12)  months  after  the  Termination  Date  (or such
                   shorter or longer time period not exceeding five (5) years as
                   may be  determined by the  Committee,  with any such exercise
                   beyond (a) three (3) months after the  Termination  Date when
                   the   Termination   is  for  any   reason   other   than  the
                   Participant's death or Disability,  or (b) twelve (12) months
                   after  the  Termination  Date  when  the  Termination  is for
                   Participant's death or Disability, deemed to be an NQSO), but
                   in any  event  no  later  than  the  expiration  date  of the
                   Options.

                   5.7  Limitations  on Exercise.  The  Committee  may specify a
reasonable  minimum number of Shares that may be purchased on any exercise of an
Option,  provided  that such minimum  number will not prevent  Participant  from
exercising  the  Option  for the full  number  of  Shares  for  which it is then
exercisable.

                   5.8  Limitations  on ISOs.  The  aggregate  Fair Market Value
(determined  as of the date of grant) of Shares  with  respect to which ISOs are
exercisable for the first time by a Participant  during any calendar year (under
this Plan or under any other  incentive  stock option plan of the Company or any
Affiliate, Parent or Subsidiary of the Company) will not exceed $100,000. If the
Fair Market  Value of Shares on the date of grant with

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respect to which ISOs are exercisable for the first time by a Participant during
any calendar  year  exceeds  $100,000,  then the Options for the first  $100,000
worth of Shares to become exercisable in such calendar year will be ISOs and the
Options for the amount in excess of $100,000  that  become  exercisable  in that
calendar  year will be  NQSOs.  In the  event  that the Code or the  regulations
promulgated  thereunder  are amended  after the  Effective  Date of this Plan to
provide for a different limit on the Fair Market Value of Shares permitted to be
subject to ISOs, such different limit will be automatically  incorporated herein
and  will  apply  to any  Options  granted  after  the  effective  date  of such
amendment.

                   5.9  Modification,  Extension or Renewal.  The  Committee may
modify,  extend or renew  outstanding  Options  and  authorize  the grant of new
Options in substitution therefor, provided that any such action may not, without
the written consent of a Participant,  impair any of such  Participant's  rights
under any Option  previously  granted.  Any  outstanding  ISO that is  modified,
extended,  renewed or  otherwise  altered  will be treated  in  accordance  with
Section  424(h) of the Code.  The  Committee  may reduce the  Exercise  Price of
outstanding  Options without the consent of  Participants  affected by a written
notice to them;  provided,  however,  that the Exercise Price may not be reduced
below the minimum  Exercise  Price that would be permitted  under Section 5.4 of
this Plan for  Options  granted  on the date the  action is taken to reduce  the
Exercise  Price;  and  provided,  further,  that the Exercise  Price will not be
reduced below the par value of the Shares.

                   5.10 No Disqualification. Notwithstanding any other provision
in this Plan, no term of this Plan relating to ISOs will be interpreted, amended
or altered,  nor will any  discretion  or authority  granted  under this Plan be
exercised,  so as to  disqualify  this Plan  under  Section  422 of the Code or,
without the consent of the  Participant  affected,  to disqualify  any ISO under
Section 422 of the Code.

                6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the
Company to sell to an eligible  person Shares that are subject to  restrictions.
The Committee will determine to whom an offer will be made, the number of Shares
the  person  may  purchase,  the price to be paid (the  "Purchase  Price"),  the
restrictions  to which the  Shares  will be  subject,  and all  other  terms and
conditions of the Restricted Stock Award, subject to the following:

                   6.1 Form of Restricted  Stock Award.  All  purchases  under a
Restricted  Stock Award made pursuant to this Plan will be evidenced by an Award
Agreement  ("Restricted  Stock  Purchase  Agreement")  that will be in such form
(which need not be the same for each  Participant)  as the  Committee  will from
time to time  approve,  and will  comply  with and be  subject  to the terms and
conditions of this Plan.  The offer of Restricted  Stock will be accepted by the
Participant's  execution and delivery of the Restricted Stock Purchase Agreement
and full payment for the Shares to the Company  within thirty (30) days from the
date the Restricted Stock Purchase Agreement is delivered to the person. If such
person does not execute and deliver  the  Restricted  Stock  Purchase  Agreement
along with full payment for the Shares to the Company  within  thirty (30) days,
then the offer will terminate, unless otherwise determined by the Committee.

                   6.2  Purchase  Price.  The  Purchase  Price  of  Shares  sold
pursuant to a Restricted  Stock Award will be  determined  by the  Committee and
will be at least  85% of the Fair  Market  Value of the  Shares  on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten Percent
Stockholder,  in which case the  Purchase  Price will be 100% of the Fair Market
Value. Payment of the Purchase Price may be made in accordance with Section 8 of
this Plan.

                   6.3 Restrictions.  Restricted Stock Awards will be subject to
such  restrictions  (if any) as the  Committee  may impose.  The  Committee  may
provide for the lapse of such restrictions in installments and may accelerate or
waive  such  restrictions,  in whole  or  part,  based  on  length  of  service,
performance or such other factors or criteria as the Committee may determine.

                7. STOCK BONUSES.

                   7.1  Awards of Stock  Bonuses.  A Stock  Bonus is an award of
Shares  (which may consist of  Restricted  Stock) for  services  rendered to the
Company or any Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may
be awarded for past  services  already  rendered to the Company,  or any Parent,
Subsidiary or Affiliate of the Company  (provided that the Participant  pays the
Company  the par  value  of the  Shares  awarded  by such  Stock  Bonus in cash)
pursuant to an Award  Agreement  (the "Stock Bonus  Agreement")  that will be in
such form (which  need not be the same for each  Participant)  as the  Committee
will from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. A Stock Bonus may be awarded upon  satisfaction  of
such performance goals as are set out in advance in the Participant's individual
Award Agreement (the

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"Performance  Stock Bonus  Agreement") that will be in such form (which need not
be the  same for each  Participant)  as the  Committee  will  from  time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan.  Stock Bonuses may vary from Participant to Participant and between groups
of Participants,  and may be based upon the achievement of the Company,  Parent,
Subsidiary or Affiliate and/or individual performance factors or upon such other
criteria as the Committee may determine.

                   7.2 Terms of Stock Bonuses.  The Committee will determine the
number of Shares to be awarded to the  Participant  and whether such Shares will
be Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of
performance  goals  pursuant to a Performance  Stock Bonus  Agreement,  then the
Committee will determine: (a) the nature, length and starting date of any period
during which performance is to be measured (the  "Performance  Period") for each
Stock Bonus;  (b) the  performance  goals and criteria to be used to measure the
performance,  if any;  (c) the  number  of  Shares  that may be  awarded  to the
Participant;  and (d) the extent to which such Stock  Bonuses  have been earned.
Performance Periods may overlap and Participants may participate  simultaneously
with respect to Stock Bonuses that are subject to different  Performance Periods
and different performance goals and other criteria.  The number of Shares may be
fixed or may vary in accordance with such performance  goals and criteria as may
be determined by the Committee.  The Committee may adjust the performance  goals
applicable  to the  Stock  Bonuses  to  take  into  account  changes  in law and
accounting  or tax rules and to make such  adjustments  as the  Committee  deems
necessary  or  appropriate  to reflect  the impact of  extraordinary  or unusual
items, events or circumstances to avoid windfalls or hardships.

                   7.3 Form of Payment.  The earned portion of a Stock Bonus may
be paid  currently  or on a  deferred  basis  with  such  interest  or  dividend
equivalent,  if any, as the Committee may determine.  Payment may be made in the
form of  cash,  whole  Shares,  including  Restricted  Stock,  or a  combination
thereof,  either in a lump sum payment or in installments,  all as the Committee
will determine.

                   7.4 Termination During  Performance  Period. If a Participant
is Terminated during a Performance Period for any reason,  then such Participant
will be entitled to payment (whether in Shares,  cash or otherwise) with respect
to the Stock Bonus only to the extent  earned as of the date of  Termination  in
accordance with the Performance Stock Bonus Agreement, unless the Committee will
determine otherwise.

                8. PAYMENT FOR SHARE PURCHASES.

                   8.1 Payment.  Payment for Shares  purchased  pursuant to this
Plan  may be made in cash  (by  check)  or,  where  expressly  approved  for the
Participant by the Committee and where permitted by law:

            (a)    by  cancellation  of  indebtedness  of  the  Company  to  the
                   Participant;

            (b)    by surrender  of shares that  either:  (1) have been owned by
                   Participant  for more than six (6)  months and have been paid
                   for within the  meaning of SEC Rule 144 (and,  if such shares
                   were purchased from the Company by use of a promissory  note,
                   such note has been fully paid with  respect to such  shares);
                   or (2) were obtained by Participant in the public market;

            (c)    by tender of a full  recourse  promissory  note  having  such
                   terms  as  may  be  approved  by the  Committee  and  bearing
                   interest at a rate  sufficient to avoid  imputation of income
                   under Sections 483 and 1274 of the Code;  provided,  however,
                   that  Participants  who are not employees or directors of the
                   Company  will  not be  entitled  to  purchase  Shares  with a
                   promissory  note  unless  the note is  adequately  secured by
                   collateral other than the Shares; provided, further, that the
                   portion of the  Purchase  Price equal to the par value of the
                   Shares must be paid in cash;

            (d)    by waiver of  compensation  due or accrued to the Participant
                   for  services  rendered;  provided  that the  portion  of the
                   Purchase  Price  equal to the par value of the Shares must be
                   paid in cash;

            (e)    by tender of property;

            (f)    with respect only to  purchases  upon  exercise of an Option,
                   and provided  that a public  market for the  Company's  stock
                   exists:

                   (1)   through  a  "same  day   sale"   commitment   from  the
                         Participant and a broker-dealer

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                         that  is  a  member  of  the  National  Association  of
                         Securities  Dealers  (an  "NASD  Dealer")  whereby  the
                         Participant  irrevocably  elects to exercise the Option
                         and to sell a portion of the Shares so purchased to pay
                         for the  Exercise  Price,  and  whereby the NASD Dealer
                         irrevocably  commits  upon  receipt  of such  Shares to
                         forward the Exercise Price directly to the Company; or

                   (2)   through a "margin"  commitment from the Participant and
                         a  NASD  Dealer  whereby  the  Participant  irrevocably
                         elects to exercise  the Option and to pledge the Shares
                         so purchased to the NASD Dealer in a margin  account as
                         security  for a loan from the NASD Dealer in the amount
                         of the  Exercise  Price,  and  whereby  the NASD Dealer
                         irrevocably  commits  upon  receipt  of such  Shares to
                         forward the Exercise Price directly to the Company; or

            (g)    by any combination of the foregoing.

                   8.2 Loan  Guarantees.  The Committee may help the Participant
pay for Shares  purchased  under this Plan by  authorizing  a  guarantee  by the
Company of a third-party loan to the Participant.

                9. WITHHOLDING TAXES.

                   9.1 Withholding  Generally.  Whenever Shares are to be issued
in  satisfaction  of Awards granted under this Plan, the Company may require the
Participant  to remit to the Company an amount  sufficient  to satisfy  federal,
state  and local  withholding  tax  requirements  prior to the  delivery  of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount  sufficient  to  satisfy  federal,   state,  and  local  withholding  tax
requirements.

                   9.2 Stock  Withholding.  When,  under  applicable tax laws, a
Participant  incurs tax liability in connection  with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld,  the Committee may allow the
Participant  to satisfy the minimum  withholding  tax  obligation by electing to
have the  Company  withhold  from the Shares to be issued  that number of Shares
having a Fair Market Value equal to the minimum amount  required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date").  All  elections by a Participant  to have Shares  withheld for
this purpose will be made in writing in a form  acceptable  to the Committee and
will be subject to the following restrictions:

            (a)    the election must be made on or prior to the  applicable  Tax
                   Date;

            (b)    once made, then except as provided  below,  the election will
                   be irrevocable  as to the  particular  Shares as to which the
                   election is made;

            (c)    all elections  will be subject to the consent or  disapproval
                   of the Committee;

            (d)    if the  Participant  is an  Insider  and if  the  Company  is
                   subject  to  Section  16(b)  of the  Exchange  Act:  (1)  the
                   election may not be made within six (6) months of the date of
                   grant of the Award, except as otherwise permitted by SEC Rule
                   16b-3(e)  under the  Exchange  Act,  and (2)  either  (A) the
                   election to use stock withholding must be irrevocably made at
                   least six (6)  months  prior to the Tax Date  (although  such
                   election  may be  revoked at any time at least six (6) months
                   prior to the Tax Date) or (B) the  exercise  of the Option or
                   election  to use  stock  withholding  must be made in the ten
                   (10) day  period  beginning  on the third day  following  the
                   release  of  the  Company's   quarterly  or  annual   summary
                   statement of sales or earnings; and

            (e)    in the  event  that the Tax Date is  deferred  until  six (6)
                   months after the delivery of Shares  under  Section  83(b) of
                   the Code,  the  Participant  will  receive the full number of
                   Shares with  respect to which the exercise  occurs,  but such
                   Participant will be unconditionally  obligated to tender back
                   to the Company the proper number of Shares on the Tax Date.

                10. PRIVILEGES OF STOCK OWNERSHIP.

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                   10.1 Voting and Dividends.  No  Participant  will have any of
the rights of a  stockholder  with  respect  to any Shares  until the Shares are
issued to the  Participant.  After  Shares  are issued to the  Participant,  the
Participant  will be a stockholder and have all the rights of a stockholder with
respect to such Shares, including the right to vote and receive all dividends or
other distributions made or paid with respect to such Shares;  provided, that if
such  Shares  are  Restricted  Stock,  then any  new,  additional  or  different
securities the  Participant  may become entitled to receive with respect to such
Shares by virtue of a stock  dividend,  stock  split or any other  change in the
corporate  or  capital  structure  of the  Company  will be  subject to the same
restrictions as the Restricted Stock;  provided,  further,  that the Participant
will have no right to retain such stock  dividends or stock  distributions  with
respect to Shares that are repurchased at the  Participant's  original  Purchase
Price pursuant to Section 12.

                   10.2 Financial Statements. The Company will provide financial
statements to each Participant  prior to such  Participant's  purchase of Shares
under this  Plan,  and to each  Participant  annually  during  the  period  such
Participant has Awards outstanding;  provided,  however, the Company will not be
required to provide such financial  statements to Participants whose services in
connection with the Company assure them access to equivalent information.

                11.  TRANSFERABILITY.  Awards  granted under this Plan,  and any
interest therein, will not be transferable or assignable by Participant, and may
not be made subject to execution,  attachment or similar process, otherwise than
by will or by the laws of descent and  distribution  or as  consistent  with the
specific  Plan and Award  Agreement  provisions  relating  thereto.  During  the
lifetime  of  the  Participant  an  Award  will  be  exercisable   only  by  the
Participant, and any elections with respect to an Award, may be made only by the
Participant.

                12.  RESTRICTIONS ON SHARES. At the discretion of the Committee,
the Company may reserve to itself and/or its  assignee(s) in the Award Agreement
(a) a right of first  refusal to purchase  all Shares that a  Participant  (or a
subsequent  transferee)  may propose to transfer to a third party,  and/or (b) a
right to repurchase a portion of or all Shares held by a  Participant  following
such  Participant's  Termination  at any time within  ninety (90) days after the
later of  Participant's  Termination  Date and the  date  Participant  purchases
Shares  under  this  Plan,  for  cash  and/or  cancellation  of  purchase  money
indebtedness,  at: (A) with  respect to Shares that are  "Vested" (as defined in
the Award Agreement),  the higher of: (l) Participant's original Purchase Price,
or (2) the Fair Market Value of such Shares on Participant's  Termination  Date,
provided,  that such right of  repurchase  (i) must be  exercised as to all such
"Vested"  Shares  unless a Participant  consents to the Company's  repurchase of
only a portion of such "Vested"  Shares and (ii)  terminates  when the Company's
securities  become publicly  traded;  or (B) with respect to Shares that are not
"Vested"  (as defined in the Award  Agreement),  at the  Participant's  original
Purchase Price, provided,  that the right to repurchase at the original Purchase
Price  lapses at the rate of at least 20% per year over five (5) years  from the
date the Shares were purchased (or from the date of grant of options in the case
of Shares  obtained  pursuant  to a Stock  Option  Agreement  and  Stock  Option
Exercise Agreement),  and if the right to repurchase is assignable, the assignee
must pay the Company, upon assignment of the right to repurchase,  cash equal to
the excess of the Fair  Market  Value of the Shares over the  original  Purchase
Price.

                13.   CERTIFICATES.   All   certificates  for  Shares  or  other
securities  delivered  under this Plan will be  subject  to such stock  transfer
orders,  legends and other  restrictions  as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or foreign
securities law, or any rules,  regulations and other  requirements of the SEC or
any stock  exchange or automated  quotation  system upon which the Shares may be
listed or quoted.

                14. ESCROW;  PLEDGE OF SHARES.  To enforce any restrictions on a
Participant's  Shares,  the Committee may require the Participant to deposit all
certificates   representing   Shares,   together  with  stock  powers  or  other
instruments  of transfer  approved by the Committee,  appropriately  endorsed in
blank,  with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend  or  legends   referencing   such   restrictions  to  be  placed  on  the
certificates.  Any  Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required  to pledge and  deposit  with the  Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory  note;  provided,  however,  that the Committee may
require or accept other or additional  forms of collateral to secure the payment
of such  obligation  and,  in any event,  the  Company  will have full  recourse
against the Participant under the promissory note  notwithstanding any pledge of
the Participant's  Shares or other collateral.  In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement  in such form as the  Committee  will from time to time  approve.  The
Shares  purchased with the promissory  note may be released from the pledge on a
pro rata basis as the promissory note is paid.

<PAGE>


                15.  EXCHANGE AND BUYOUT OF AWARDS.  The  Committee  may, at any
time or from  time to time,  authorize  the  Company,  with the  consent  of the
respective  Participants,  to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time buy
from a  Participant  an Award  previously  granted with payment in cash,  Shares
(including  Restricted  Stock) or other  consideration,  based on such terms and
conditions as the Committee and the Participant may agree.

                16.  SECURITIES LAW AND OTHER  REGULATORY  COMPLIANCE.  An Award
will not be effective  unless such Award is in  compliance  with all  applicable
federal and state  securities  laws,  rules and regulations of any  governmental
body, and the  requirements of any stock exchange or automated  quotation system
upon which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise  or other  issuance.
Notwithstanding  any other  provision  in this Plan,  the  Company  will have no
obligation to issue or deliver certificates for Shares under this Plan prior to:
(a)  obtaining  any  approvals  from  governmental  agencies  that  the  Company
determines are necessary or advisable; and/or (b) completion of any registration
or other  qualification  of such Shares under any state or federal law or ruling
of any  governmental  body  that  the  Company  determines  to be  necessary  or
advisable.  The Company will be under no  obligation to register the Shares with
the SEC or to effect compliance with the registration,  qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system,  and the Company will have no liability  for any inability or failure to
do so.

                17. NO OBLIGATION  TO EMPLOY.  Nothing in this Plan or any Award
granted  under this Plan will  confer or be deemed to confer on any  Participant
any right to continue in the employ of, or to  continue  any other  relationship
with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit
in any way the right of the Company or any Parent,  Subsidiary  or  Affiliate of
the Company to terminate  Participant's  employment or other relationship at any
time, with or without cause.

                18. CORPORATE TRANSACTIONS.

                   18.1 Assumption or Replacement of Awards by Successor. In the
event of (a) a  dissolution  or  liquidation  of the  Company,  (b) a merger  or
consolidation in which the Company is not the surviving  corporation (other than
a merger or consolidation with a wholly-owned  subsidiary,  a reincorporation of
the Company in a different jurisdiction,  or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings  and the Awards  granted  under  this Plan are  assumed,  converted  or
replaced by the successor  corporation,  which assumption will be binding on all
Participants),  (c) a merger in which the Company is the  surviving  corporation
but after  which the  stockholders  of the Company  (other than any  stockholder
which merges (or which owns or controls another  corporation  which merges) with
the Company in such merger) cease to own their shares or other equity  interests
in the Company,  (d) the sale of substantially all of the assets of the Company,
or (e) any other transaction which qualifies as a "corporate  transaction" under
Section 424(a) of the Code wherein the  stockholders  of the Company give up all
of their equity  interest in the Company  (except for the  acquisition,  sale or
transfer of all or  substantially  all of the outstanding  shares of the Company
from or by the stockholders of the Company),  any or all outstanding  Awards may
be assumed,  converted or replaced by the successor  corporation (if any), which
assumption,  conversion or replacement will be binding on all  Participants.  In
the alternative,  the successor  corporation may substitute equivalent Awards or
provide  substantially  similar consideration to Participants as was provided to
stockholders  (after taking into account the existing provisions of the Awards).
The successor  corporation may also issue, in place of outstanding Shares of the
Company held by the Participant,  substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant.  In the
event  such  successor  corporation  (if any)  refuses  to assume or  substitute
Options,  as  provided  above,  pursuant  to a  transaction  described  in  this
Subsection  18.1, such Options will expire on such  transaction at such time and
on such conditions as the Board will determine.

                   18.2 Other Treatment of Awards. Subject to any greater rights
granted to  Participants  under the foregoing  provisions of this Section 18, in
the event of the  occurrence of any  transaction  described in Section 18.1, any
outstanding  Awards will be treated as provided in the  applicable  agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

                   18.3 Assumption of Awards by the Company.  The Company,  from
time to time,  also may  substitute  or assume  outstanding  awards  granted  by
another company, whether in connection with an acquisition of such other company
or otherwise,  by either:  (a) granting an Award under this Plan in substitution
of such other  company's  award;  or (b)  assuming  such award as if it had been
granted  under this Plan if the terms of such assumed  award could be applied to
an Award  granted  under this Plan.  Such  substitution  or  assumption  will be
permissible  if the holder of the  substituted  or assumed award would have been
eligible to be granted an Award under this Plan if

<PAGE>


the other company had applied the rules of this Plan to such grant. In the event
the  Company  assumes  an award  granted  by  another  company,  the  terms  and
conditions of such award will remain  unchanged  (except that the exercise price
and the number and nature of Shares  issuable  upon  exercise of any such option
will be adjusted  appropriately  pursuant to Section 424(a) of the Code). In the
event the Company  elects to grant a new Option rather than assuming an existing
option, such new Option may be granted with a similarly adjusted Exercise Price.

                19.  ADOPTION AND  STOCKHOLDER  APPROVAL.  This Plan will become
effective at the  effective  time of the merger of Elantec  California  with the
Company (the "Effective  Date").  This Plan will be approved by the stockholders
of the Company (excluding Shares issued pursuant to this Plan),  consistent with
applicable laws, within twelve (12) months before or after the date this Plan is
adopted  by the  Board.  Upon the  Effective  Date,  the Board may grant  Awards
pursuant to this Plan; provided,  however,  that: (a) no Option may be exercised
prior to  initial  stockholder  approval  of this  Plan;  (b) no Option  granted
pursuant to an increase in the number of Shares subject to this Plan approved by
the Board will be exercised prior to the time such increase has been approved by
the stockholders of the Company;  and (c) in the event that stockholder approval
of such increase is not obtained  within the time period  provided  herein,  all
Awards granted  hereunder will be cancelled,  any Shares issued  pursuant to any
Award will be cancelled and any purchase of Shares  hereunder will be rescinded.
So long as the  Company is subject to Section  16(b) of the  Exchange  Act,  the
Company will comply with the  requirements of Rule 16b-3 (or its successor),  as
amended, with respect to stockholder approval.

                20. TERM OF PLAN. Unless earlier  terminated as provided herein,
this Plan will  terminate  ten (10)  years from the date this Plan is adopted by
the Board or, if earlier, the date of stockholder approval.

                21.  AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate  or amend  this  Plan in any  respect,  including  without  limitation
amendment of any form of Award  Agreement or instrument to be executed  pursuant
to this Plan; provided,  however,  that the Board will not, without the approval
of the stockholders of the Company,  amend this Plan in any manner that requires
such stockholder  approval  pursuant to the Code or the regulations  promulgated
thereunder as such  provisions  apply to ISO plans or (if the Company is subject
to the  Exchange  Act or Section  16(b) of the  Exchange  Act)  pursuant  to the
Exchange  Act  or  Rule  16b-3  (or  its  successor),  as  amended,  thereunder,
respectively.

                22.  NONEXCLUSIVITY  OF THIS PLAN.  Neither the adoption of this
Plan by the  Board,  the  submission  of this  Plan to the  stockholders  of the
Company  for  approval,  nor any  provision  of this Plan will be  construed  as
creating  any  limitations  on the power of the Board to adopt  such  additional
compensation  arrangements  as  it  may  deem  desirable,   including,   without
limitation,  the granting of stock options and bonuses otherwise than under this
Plan, and such  arrangements  may be either  generally  applicable or applicable
only in specific cases.

                23. DEFINITIONS.  As used in this Plan, the following terms will
have the following meanings:

                    "Affiliate"   means  any  corporation   that  directly,   or
indirectly through one or more intermediaries,  controls or is controlled by, or
is under common control with, another  corporation,  where "control"  (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect,  of the power to cause the direction of the  management  and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

                    "Award"  means any award  under  this  Plan,  including  any
Option, Restricted Stock or Stock Bonus.

                    "Award  Agreement"  means,  with respect to each Award,  the
signed written agreement  between the Company and the Participant  setting forth
the terms and conditions of the Award.

                    "Board" means the Board of Directors of the Company.

                    "Code" means the Internal Revenue Code of 1986, as amended.

                    "Committee"  means the  committee  appointed by the Board to
administer this Plan, or if no such committee is appointed, the Board.

                    "Company" means Elantec  Semiconductor,  Inc., a corporation
organized under the laws of the State of Delaware, or any successor corporation.

<PAGE>


                    "Disability"  means  a  disability,   whether  temporary  or
permanent, partial or total, within the meaning of Section 22(e)(3) of the Code,
as determined by the Committee.

                    "Disinterested  Person" means a director who has not, during
the period  that person is a member of the  Committee  and for one year prior to
commencing service as a member of the Committee,  been granted or awarded equity
securities pursuant to this Plan or any other plan of the Company or any Parent,
Subsidiary  or  Affiliate  of  the  Company,   except  in  accordance  with  the
requirements  set forth in Rule  16b-3(c)(2)(i)  (and any  successor  regulation
thereto) as  promulgated  by the SEC under Section 16(b) of the Exchange Act, as
such rule is amended from time to time and as interpreted by the SEC.

                    "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                    "Exercise  Price"  means  the  price at which a holder of an
Option may purchase the Shares issuable upon exercise of the Option.

                    "Fair Market  Value" means,  as of any date,  the value of a
share of the Company's Common Stock, par value $0.01, determined as follows:

            (a)     if such Common  Stock is then quoted on the Nasdaq  National
                    Market,  its last reported sale price on the Nasdaq National
                    Market  or, if no such  reported  sale  takes  place on such
                    date, the average of the closing bid and asked prices;

            (b)     if such Common  Stock is publicly  traded and is then listed
                    on a national  securities  exchange,  the last reported sale
                    price or, if no such reported sale takes place on such date,
                    the  average  of the  closing  bid and  asked  prices on the
                    principal national  securities  exchange on which the Common
                    Stock is listed or admitted to trading;

            (c)     if such Common Stock is publicly traded but is not quoted on
                    the Nasdaq National Market nor listed or admitted to trading
                    on a  national  securities  exchange,  the  average  of  the
                    closing  bid and asked  prices on such date,  as reported by
                    The Wall Street Journal, for the over-the-counter market; or

            (d)     if none of the  foregoing  is  applicable,  by the  Board of
                    Directors of the Company in good faith.

                    "Insider" means an officer or director of the Company or any
other person whose  transactions in the Company's Common Stock, par value $0.01,
are subject to Section 16 of the Exchange Act.

                    "Outside  Director"  means any  director  who is not:  (a) a
current  employee of the Company or any Parent,  Subsidiary  or Affiliate of the
Company;  (b) a former  employee  of the Company or any  Parent,  Subsidiary  or
Affiliate of the Company who is receiving compensation for prior services (other
than  benefits  under a  tax-qualified  pension  plan);  (c) a current or former
officer of the Company or any Parent, Subsidiary or Affiliate of the Company; or
(d)  currently  receiving  compensation  for personal  services in any capacity,
other  than as a  director,  from  the  Company  or any  Parent,  Subsidiary  or
Affiliate  of the  Company;  provided,  however,  that at such  time as the term
"Outside  Director",  as used in  Section  162(m)  of the  Code  is  defined  in
regulations  promulgated  under Section 162(m) of the Code,  "Outside  Director"
will have the meaning  set forth in such  regulations,  as amended  from time to
time and as interpreted by the Internal Revenue Service.

                    "Option"  means an award of an  option  to  purchase  Shares
pursuant to Section 5.

                    "Parent" means any  corporation  (other than the Company) in
an unbroken chain of corporations ending with the Company, if at the time of the
granting of an Award under this Plan, each of such  corporations  other than the
Company owns stock  possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

                    "Participant"  means a person who  receives  an Award  under
this Plan.

                    "Plan" means this Elantec  Semiconductor,  Inc.  1995 Equity
Incentive Plan, as amended from time to time.

<PAGE>


                    "Restricted  Stock Award" means an award of Shares  pursuant
to Section 6.

                    "SEC" means the Securities and Exchange Commission.

                    "Securities  Act"  means  the  Securities  Act of  1933,  as
amended.

                    "Shares"  means shares of the Company's  Common  Stock,  par
value  $0.01,  reserved for issuance  under this Plan,  as adjusted  pursuant to
Sections 2 and 18, and any successor security.

                    "Stock  Bonus" means an award of Shares,  or cash in lieu of
Shares, pursuant to Section 7.

                    "Subsidiary"  means any corporation (other than the Company)
in an unbroken chain of corporations  beginning with the Company if, at the time
of  granting  of the  Award,  each  of the  corporations  other  than  the  last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

                    "Termination"  or "Terminated"  means,  for purposes of this
Plan with  respect to a  Participant,  that the  Participant  has for any reason
ceased to provide  services as an employee,  director,  consultant,  independent
contractor or advisor to the Company or a Parent, Subsidiary or Affiliate of the
Company, except in the case of sick leave, military leave, or any other leave of
absence  approved by the Committee,  provided that such leave is for a period of
not more than ninety (90) days,  or  reinstatement  upon the  expiration of such
leave is  guaranteed  by  contract  or  statute.  The  Committee  will have sole
discretion to determine whether a Participant has ceased to provide services and
the  effective  date on which the  Participant  ceased to provide  services (the
"Termination Date").