062901 S8 EXH4.1





Exhibit 4.1

SIGMA DESIGNS, INC.

2001 STOCK PLAN



 




	Purposes of the Plan.  The purposes of this 2001
Stock Plan are:



	to attract and retain the best available personnel for
positions of substantial responsibility,


	to provide additional incentive to Employees, Directors
and Consultants, and 


	to promote the success of the Company's
business.



Options granted under the Plan may be Incentive Stock
Options or Nonstatutory Stock Options, as determined by the Administrator at the
time of grant.



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



	"Administrator" means the Board or any of its
Committees as shall be administering the Plan, in accordance with Section 4
of the Plan.


	"Applicable Laws" means the requirements relating
to the administration of stock option plans under U. S. state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Options are, or
will be, granted under the Plan.


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


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


	"Committee" means a committee of Directors
appointed by the Board in accordance with Section 4 of the Plan.


	"Common Stock" means the common stock of the
Company.


	"Company" means Sigma Designs, Inc., a California
corporation.


	"Consultant" means any natural person, including
an advisor, engaged by the Company or a Parent or Subsidiary to render services
to such entity.


	"Director" means a member of the Board.


	"Disability" means total and permanent disability
as defined in Section 22(e)(3) of the Code.


	"Employee" means any person, including Officers
and Directors, employed by the Company or any Parent or Subsidiary of the
Company.  A Service Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor.  For purposes of Incentive Stock Options, no such
leave may exceed ninety days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract.  If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, then
three (3) months following the 91st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.  Neither service as a Director nor payment of a director's fee by
the Company shall be sufficient to constitute "employment" by the
Company.


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


	"Fair Market Value" means, as of any date, the
value of Common Stock determined as follows:



	If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the last market trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;


	If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or 


	In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
	"Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.


	"Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.


	"Notice of Grant" means a written or electronic
notice evidencing certain terms and conditions of an individual Option or Stock
Purchase Right grant.  The Notice of Grant is part of the Option
Agreement.


	"Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.


	"Option" means a stock option granted pursuant to
the Plan.


	"Option Agreement" means an agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant.  The Option Agreement is subject to the terms and conditions of
the Plan.


	"Optioned Stock" means the Common Stock subject to
an Option or Stock Purchase Right.


	"Optionee" means the holder of an outstanding
Option granted under the Plan.


	"Parent" means a "parent corporation," whether now
or hereafter existing, as defined in Section 424(e) of the Code.


	"Plan" means this Sigma Designs, Inc. 2001 Stock
Plan.


	"Rule 16b-3" means Rule 16b-3 of the Exchange Act
or any successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Plan.


	"Section 16(b) " means Section 16(b) of
the Exchange Act.


	"Service Provider" means an Employee, Director or
Consultant.


	"Share" means a share of the Common Stock, as
adjusted in accordance with Section 14 of the Plan.


	"Subsidiary" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the
Code.


	Stock Subject to the Plan.
Subject to the provisions of Section 12 of the Plan, the maximum aggregate
number of Shares that may be optioned and sold under the Plan is 500,000 Shares
plus an annual increase to be added on the first day of the Company's fiscal
year beginning in 2002, equal to the lesser of (i) 1,000,000 shares,
(ii) 4% of the outstanding shares on such date or (iii) a lesser
amount determined by the Board.  The Shares may be authorized, but unissued, or
reacquired Common Stock.

If an Option expires or becomes unexercisable without
having been exercised in full, the unpurchased Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated); provided, however, that Shares that have actually been
issued under the Plan shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of
restricted stock are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan. 


	Administration of the Plan. 



	Procedure.



	Multiple Administrative Bodies.  Different
Committees with respect to different groups of Service Providers may administer
the Plan.


	Section 162(m).  To the extent that the
Administrator determines it to be desirable to qualify Options granted hereunder
as "performance-based compensation" within the meaning of Section 162(m) of
the Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.


	Rule 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.


	Other Administration.  Other than as provided
above, the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.  


	Powers of the Administrator.  Subject to the
provisions of the Plan, and in the case of a Committee, subject to the specific
duties delegated by the Board to such Committee, the Administrator shall have
the authority, in its discretion:



	to determine the Fair Market Value;


	to select the Service Providers to whom Options may be
granted hereunder;


	to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;


	to approve forms of agreement for use under the
Plan;


	to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Option granted hereunder.  Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;


	to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan; 


	to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws;


	to modify or amend each Option (subject to
Section 14(c) of the Plan), including the discretionary authority to extend
the post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;


	to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value equal to
the minimum amount required to be withheld.  The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined.  All elections by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;


	to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option previously
granted by the Administrator;


	to make all other determinations deemed necessary or
advisable for administering the Plan.


	Effect of Administrator's Decision.  The
Administrator's decisions, determinations and interpretations shall be final and
binding on all Optionees and any other holders of Options.


	Eligibility.  Nonstatutory Stock Options may be
granted to Service Providers.  Incentive Stock Options may be granted only to
Employees.


	Limitations.



	Each Option shall be designated in the Option Agreement
as either an Incentive Stock Option or a Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the
order in which they were granted.  The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is
granted.


	Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause. 


	The following limitations shall apply to grants of
Options:



	No Service Provider shall be granted, in any fiscal year
of the Company, Options to purchase more than 400,000 Shares.


	In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 750,000 Shares,
which shall not count against the limit set forth in subsection (i)
above.


	The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.


	If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 12), the cancelled Option will be counted against the
limits set forth in subsections (i) and (ii) above.  For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.


	Term of Plan.  Subject to Section 18 of the
Plan, the Plan shall become effective upon its adoption by the Board.  It shall
continue in effect for a term of ten (10) years unless terminated earlier under
Section 14 of the Plan.


	Term of Option.  The term of each Option shall be
stated in the Option Agreement.  In the case of an Incentive Stock Option, the
term shall be ten (10) years from the date of grant or such shorter term as may
be provided in the Option Agreement.  Moreover, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Incentive Stock Option
is granted, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years from
the date of grant or such shorter term as may be provided in the Option
Agreement.


	Option Exercise Price and Consideration.



	Exercise Price.  The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall be determined by
the Administrator, subject to the following:



	In the case of an Incentive Stock Option



	granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.


	granted to any Employee other than an Employee described
in paragraph (A) immediately above, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the date of
grant.


	In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator.  In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.


	Notwithstanding the foregoing, Options may be granted
with a per Share exercise price of less than 100% of the Fair Market Value per
Share on the date of grant pursuant to a merger or other corporate
transaction.


	Waiting Period and Exercise Dates.  At the time an
Option is granted, the Administrator shall fix the period within which the
Option may be exercised and shall determine any conditions that must be
satisfied before the Option may be exercised.


	Form of Consideration.  The Administrator shall
determine the acceptable form of consideration for exercising an Option,
including the method of payment.  In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the time
of grant.  Such consideration may consist entirely of:



	cash;


	check;


	promissory note;


	other Shares which, in the case of Shares acquired
directly or indirectly from the Company, (A) have been owned by the
Optionee for more than six (6) months on the date of surrender, and
(B) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised;


	consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the
Plan;


	a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;


	any combination of the foregoing methods of payment;
or


	such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.


	Exercise of Option.



	Procedure for Exercise; Rights as a Shareholder.
Any Option granted hereunder shall be exercisable according to the terms of the
Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.  Unless the Administrator
provides otherwise, vesting of Options granted hereunder shall be suspended
during any unpaid leave of absence.  An Option may not be exercised for a
fraction of a Share.

An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with
the Option Agreement) from the person entitled to exercise the Option, and
(ii) full payment for the Shares with respect to which the Option is
exercised.  Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan.  Shares issued upon exercise of an Option shall be issued in the name of
the Optionee or, if requested by the Optionee, in the name of the Optionee and
his or her spouse.  Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.  The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised.  No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.

Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.


	Termination of Relationship as a Service Provider.
If an Optionee ceases to be a Service Provider, other than upon the Optionee's
death or Disability, the Optionee may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).  In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee's termination.  If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan.  If, after termination, the Optionee does not exercise his or her
Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the
Plan.


	Disability of Optionee.  If an Optionee ceases to
be a Service Provider as a result of the Optionee's Disability, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement).  In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Optionee's termination.  If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination,
the Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.


	Death of Optionee.  If an Optionee dies while a
Service Provider, the Option may be exercised following the Optionee's death
within such period of time as is specified in the Option Agreement to the extent
that the Option is vested on the date of death (but in no event may the option
be exercised later than the expiration of the term of such Option as set forth
in the Option Agreement), by the Optionee's designated beneficiary, provided
such beneficiary has been designated prior to Optionee's death in a form
acceptable to the Administrator.  If no such beneficiary has been designated by
the Optionee, then such Option may be exercised by the personal representative
of the Optionee's estate or by the person(s) to whom the Option is transferred
pursuant to the Optionee's will or in accordance with the laws of descent and
distribution.  In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following Optionee's
death.  If, at the time of death, Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan.  If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.


	Limited Transferability of Options.  Unless
determined otherwise by the Administrator, an Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.  If the Administrator makes an
Option transferable, such Option shall contain such additional terms and
conditions as the Administrator deems appropriate.


	Adjustments Upon Changes in Capitalization, Merger or
Asset Sale.



	Changes in Capitalization.  Subject to any
required action by the shareholders of the Company, the number of shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, the number of Shares that may be
added annually to the Plan pursuant to Section 3(i), and the number of
shares of Common Stock as well as the price per share of Common Stock covered by
each such outstanding Option, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration."  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.


	Dissolution or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until ten (10) days
prior to such transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place at
the time and in the manner contemplated.  To the extent it has not been
previously exercised, an Option will terminate immediately prior to the
consummation of such proposed action.


	Merger or Asset Sale.  In the event of a merger of
the Company with or into another corporation, or the sale of substantially all
of the assets of the Company, each outstanding Option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation.  In the event that the successor
corporation refuses to assume or substitute for the Option, the Optionee shall
fully vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable.  If an Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period.  For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or sale of assets, the option
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Common
Stock in the merger or sale of assets.


	Date of Grant.  The date of grant of an Option
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option, or such other later date as is determined by
the Administrator.  Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.


	Amendment and Termination of the Plan.



	Amendment and Termination.  The Board may at any
time amend, alter, suspend or terminate the Plan.  


	Shareholder Approval.  The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws. 


	Effect of Amendment or Termination.  No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company.  Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.


	Conditions Upon Issuance of Shares.



	Legal Compliance.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.


	Investment Representations.  As a condition to the
exercise of an Option, the Company may require the person exercising such Option
to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.


	Inability to Obtain Authority.  The inability of
the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.


	Reservation of Shares.  The Company, during the
term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


	Shareholder Approval.  The Plan shall be subject
to approval by the shareholders of the Company within twelve (12) months after
the date the Plan is adopted.  Such shareholder approval shall be obtained in
the manner and to the degree required under Applicable Laws.