<PAGE>   1

                                                                     EXHIBIT 4.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


<PAGE>   2
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  VIALTA, INC.


         Vialta, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

         1. The name of the corporation is Vialta, Inc. The corporation's
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on May 25, 2001.

         2. This Amended and Restated Certificate of Incorporation restates,
integrates and amends the provisions of the Certificate of Incorporation of the
corporation and has been duly adopted in accordance with Sections 242 and 245 of
the Delaware General Corporation Law.

         3. The text of the Certificate of Incorporation of the corporation is
hereby amended and restated to read in its entirety as follows:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is Vialta, Inc.

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington,
County of New Castle, and the name of the registered agent of the Corporation in
the State of Delaware at such address is Corporation Service Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Delaware General
Corporation Law.

         FOURTH: The Corporation is authorized to issue two classes of shares
which shall be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares that the Corporation shall be authorized to issue is
430,000,000 shares. The number of shares of Common Stock authorized is
400,000,000 shares, par value $0.001 per share, of which 100,000,000 shares are
designated Class A Common Stock, 50,000,000 shares are designated Class B Common
Stock and 250,000,000 shares are designated non-classified Common Stock. The
total number of shares of Preferred Stock authorized is 30,000,000 shares, par
value $0.001 per share. The shares of Preferred Stock authorized by this Amended
and Restated Certificate of Incorporation may be issued from time to time in one
or more series.

         The rights, preferences, privileges and restrictions granted to or
imposed upon the respective classes of the shares of capital stock or the
holders thereof are as follows:


                                       1
<PAGE>   3




A. Class A Common Stock and Class B Common Stock.

         Except as otherwise set forth below in this Article FOURTH, the
relative powers, preferences and participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of the
Class A Common Stock and Class B Common Stock shall be identical in all
respects.

         1. Voting Powers. Except as otherwise required by this Amended and
Restated Certificate of Incorporation or by applicable law, at every meeting of
the stockholders of the Corporation every holder of Class A Common Stock shall
be entitled to 3.8 votes in person or by proxy for each share of Class A Common
Stock standing in his, her or its name on the transfer books of the Corporation
in connection with the election of directors and all other matters submitted to
a vote of stockholders. Except as otherwise required by this Amended and
Restated Certificate of Incorporation or by applicable law, at every meeting of
the stockholders of the Corporation every holder of Class B Common Stock shall
be entitled to one vote in person or by proxy for each share of Class B Common
Stock standing in his, her or its name on the transfer books of the Corporation
in connection with the election of directors and all other matters submitted to
a vote of stockholders. Except as otherwise required by this Amended and
Restated Certificate of Incorporation or by applicable law, the holders of
Common Stock (including Class A, Class B and non-classified Common Stock) shall
vote together as a single class on all matters submitted to a vote of
stockholders of the Corporation.

         2. Dividends. Subject to the rights of any holders of Preferred Stock,
holders of Class A Common Stock and Class B Common Stock shall be entitled to
receive such dividends and other distributions in cash, stock of any corporation
(other than Common Stock) or property of the Corporation as may be declared
thereon by the Board of Directors from time to time out of assets or funds of
the Corporation legally available therefor and shall share equally on a per
share basis in all such dividends and other distributions. In the case of
dividends or other distributions payable in Common Stock, including
distributions pursuant to stock splits or divisions of Common Stock of the
Corporation, only shares of Class A Common Stock shall be paid or distributed
with respect to Class A Common Stock and only shares of Class B Common Stock
shall be paid or distributed with respect to Class B Common Stock; provided,
however, in the event a dividend or distribution shall be paid or distributed
with respect to one class of Common Stock a simultaneous dividend or
distribution shall be paid or distributed on the other class and in the same
proportion.

         3. Changes in Capitalization. In the event there is an increase or
decrease in the number of issued shares of Common Stock resulting from any stock
split, stock dividend, reverse stock split, combination or reclassification of
the Common Stock, or any other similar event resulting in an increase or
decrease in the number of outstanding shares of Common Stock, the outstanding
shares of Class A Common Stock and the outstanding shares of Class B Common
Stock shall be adjusted in the same manner in all respects.

         4. Liquidation. In the event of any dissolution, liquidation or winding
up of the affairs of the Corporation, whether voluntary or involuntary, after
payment in full of the amounts



                                       2
<PAGE>   4

required to be paid to the holders of any Preferred Stock then outstanding, the
remaining assets and funds of the Corporation shall be distributed pro rata to
the holders of Common Stock, and the holders of Class A Common Stock and the
holders of Class B Common Stock will be entitled to receive the same amount per
share in respect thereof. For purposes of this Article FOURTH (B)(3), the
voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of
stock, securities or other consideration) of all or substantially all of the
assets of the Corporation or a merger or share exchange involving the
Corporation and one or more other corporations (whether or not the Corporation
is the corporation surviving such merger) shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary.

         5. Reorganization. Subject to the rights of any holders of Preferred
Stock, in case of any reorganization, share exchange or merger of the
Corporation with another corporation in which shares of Class A Common Stock or
Class B Common Stock are converted into (or entitled to receive with respect
thereto) shares of stock and/or other securities or property (including cash),
each holder of a share of Class A Common Stock and each holder of a share of
Class B Common Stock shall be entitled to receive with respect to each such
share the same kind and amount of shares of stock and other securities and
property (including cash). In the event that the holders of shares of Class A
Common Stock (or of shares of Class B Common Stock) are granted rights to elect
to receive one of two or more alternative forms of consideration, the foregoing
provision shall be deemed satisfied if holders of shares of Class A Common Stock
and holders of shares of Class B Common Stock are granted substantially
identical election rights.

         6. No Adverse Effect. With respect to any proposed amendment of this
Amended and Restated Certificate of Incorporation which would alter or change
the powers, preferences or special rights of the shares of Class A Common Stock
or Class B Common Stock, so as to affect them adversely relative to the other
class of Common Stock, the approval of a majority of the votes entitled to be
cast by the holders of the outstanding shares of the class affected by the
proposed amendment, voting separately as a class, shall be obtained in addition
to the approval of a majority of the votes entitled to be cast by the holders of
the outstanding shares of Class A Common Stock and Class B Common Stock voting
together as a single class as provided herein. The affirmative vote of shares
representing a majority of the votes entitled to be cast by the holders of
outstanding shares of each class of Common Stock, voting separately by class,
shall be required to adopt any provision inconsistent with or repeal any
provision of, or alter or amend this Article FOURTH (B)(5).

         7. Conversion of Class A and Class B Common Stock.

         (a) Mandatory Conversion of Class A and Class B Common Stock. Each
share of Class A Common Stock and each share of Class B Common Stock shall be
converted into one (1) share of non-classified Common Stock immediately upon the
earliest to occur of the events set forth in subparagraphs (i) through (iv)
below (each an "Event of Conversion"):

         (i)  the close of business on the fifth business day after the date ESS
              Technology, Inc., a California corporation ("ESS"), first receives
              notice from the United States Internal Revenue Service (the "IRS")
              of a ruling by the IRS that the Distribution (hereinafter defined)
              is a taxable event;



                                       3
<PAGE>   5

         (ii) the close of business on the fifth business day after the date ESS
              notifies the IRS of its intent to abandon its request for a ruling
              from the Internal Revenue Service that the Distribution is a
              non-taxable event; or

         (iii) if ESS has not received a ruling from the Internal Revenue
              Service that the Distribution is a non-taxable event prior to June
              30, 2002, then on the close of business on June 30, 2002.

         For the purposes of this Amended and Restated Certificate of
Incorporation, the "Distribution" shall mean the distribution by ESS of shares
of Vialta Class A Common Stock to shareholders of record of ESS as of an
established record date in a transaction intended to qualify as a non-taxable
distribution under Section 355 of the Internal Revenue Code of 1986, as amended.

         (b) Conversion Procedure. Any conversion pursuant to this Article
FOURTH (B)(6) shall be deemed to have been effected at the time the Event of
Conversion referred to in subsection (a) of this Article FOURTH (B)(6) occurred
(the "Conversion Time"). At the Conversion Time, the certificate or certificates
that represented immediately prior thereto the shares of Class A Common Stock or
Class B Common Stock which were so converted (the "Converted Common Stock")
shall, automatically and without further action, represent on a share for share
basis the same number of shares of non-classified Common Stock. Holders of
Converted Common Stock shall deliver their certificates, duly endorsed in blank
or accompanied by proper instruments of transfer, to the principal office of the
Corporation or the office of any transfer agent for shares of non-classified
Common Stock together with a written notice setting out the name or names (with
addresses) and denominations in which the certificate or certificates
representing such shares of non-classified Common Stock are to be issued and
including instructions for delivery thereof. Upon such delivery, the Corporation
or its transfer agent shall promptly issue and deliver at such stated address to
such holder of shares of non-classified Common Stock a certificate or
certificates representing the number of shares of non-classified Common Stock
into which the Converted Common Stock was so converted and shall cause such
shares of non-classified Common Stock to be registered in the name of such
holder. The Person entitled to receive the shares of non-classified Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder of such shares of non-classified Common Stock and will have all the
rights of record holders of shares of non-classified Common Stock at and as of
the Conversion Time, and the rights of such Person as a holder of shares of
Class A Common Stock or Class B Common Stock that have been converted shall
cease and terminate at and as of the Conversion Time, in each case without
regard to any failure by such holder to deliver the certificates or the notice
required by this Article FOURTH (B)(6); provided, however, that such Person
shall be entitled to receive, when paid, any dividends declared on the Class A
Common Stock or Class B Common Stock as of a record date preceding the
Conversion Time and unpaid as of the Conversion Time so long as such Person was
the record holder when such dividends were declared. For purposes of this
Amended and Restated Certificate of Incorporation, "Person" shall mean an
individual or a corporation, association, partnership, limited liability
company, joint venture, organization, business, trust or any other entity or
organization, including a government or any subdivision or agency thereof.



                                       4
<PAGE>   6

         (c) Notice of Conversion. The Corporation will provide notice of any
Event of Conversion to holders of record of Common Stock as soon as practicable
following such conversion; provided, however, that the Corporation may satisfy
such notice requirement by providing such notice prior to such Event of
Conversion. Such notice shall be provided by any means then permitted by the
Delaware General Corporation Law, including by electronic transmission or
mailing notice of such conversion first class postage prepaid, to each holder of
record of Common Stock, at such holder's address as it appears on the transfer
books of the Corporation; provided, however, that no failure to give such notice
nor any defect therein shall affect the validity of the automatic conversion of
any shares of Class A Common Stock or Class B Common Stock. Each such notice
shall state the Conversion Time and the place or places where certificates, if
any, for such shares may be surrendered in exchange for certificates, if any,
representing non-classified Common Stock.

         (d) Reservation of Non-classified Common Stock. The Corporation shall
at all times reserve and keep available, out of its authorized and unissued
shares of Common Stock, for the purposes of effecting conversions, such number
of duly authorized shares of non-classified Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of Class A
Common Stock and Class B Common Stock. All the shares of non-classified Common
Stock so issuable shall, when so issued, be duly and validly issued, fully paid
and non-assessable, and free from liens and charges with respect to such
issuance.

B. Non-classified Common Stock.

         1. Prior to the Conversion Time set forth in ARTICLE FOURTH (A)(6)(b)
above, the Corporation shall not be authorized to issue any shares of
non-classified Common Stock.

         2. After the Conversion Time, subject to the prior rights of any
holders of Preferred Stock, the holders of non-classified Common Stock shall be
entitled to receive, when, if and as declared by the Board of Directors of the
Corporation, out of any assets of the Corporation legally available therefor,
such dividends as may be declared from time to time by the Board of Directors.

         3. After the Conversion Time, upon the liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation shall be
distributed after payment in full of the amounts required to be paid to the
holders of any Preferred Stock then outstanding, the remaining assets and funds
of the Corporation shall be distributed pro rata to the holders of
non-classified Common Stock.

         4. After the Conversion Time, the holder of each share of
non-classified Common Stock shall have the right to one vote per share, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.

D. Preferred Stock. The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,


                                       5
<PAGE>   7

powers, preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereon. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the certificate or certificates establishing the series of
Preferred Stock.

         FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

A. The business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by statute or by this Amended and Restated
Certificate of Incorporation or the Bylaws of the Corporation, the directors are
hereby empowered to exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation.

B. The Board of Directors may consider the best interests of the Corporation as
a whole when evaluating whether a potential business combination or takeover
offer is in the best interests of the Corporation's stockholders. Without
limiting the foregoing, when evaluating whether a potential business combination
or takeover offer is in the best interests of the Corporation's stockholders,
the directors may consider factors such as: the adequacy and fairness of the
price per share offered; the nature and timing of the offer; the legality of the
offer or transaction; the social, legal and economic impact on constituencies
other than the Corporation's stockholders, including, but not limited to, the
Corporation's employees, suppliers, creditors, customers and others having
similar relationships with the Corporation; the social, legal and economic
impact on the communities in which the Corporation conducts its business; the
risk of nonconsummation; the quality of securities being offered in exchange;
and such other factors as the directors may determine in their business judgment
should be considered.

C. The directors of the Corporation need not be elected by written ballot unless
the Bylaws so provide.

D. Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.

E. Special meetings of stockholders of the Corporation may be called only by the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resolution is presented
to the Board of Directors for adoption), the Chairman of the Board of Directors
or the Chief Executive Officer of the Corporation.

         SIXTH:

A. The number of directors shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of authorized



                                       6
<PAGE>   8

directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption). The directors shall be divided into three classes, as
nearly equal in number as reasonably possible, with the term of office of the
first class to expire at the 2002 annual meeting of stockholders, the term of
office of the second class to expire at the 2003 annual meeting of stockholders
and the term of office of the third class to expire at the 2004 annual meeting
of stockholders. At each annual meeting of stockholders following such initial
classification and election, directors elected to succeed those directors whose
terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. All directors
shall hold office until the expiration of the term for which elected, and until
their respective successors are elected, except in the case of the death,
resignation or removal of any director.

B. Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation or other cause (including removal from office
by a vote of the stockholders) may be filled only by a majority vote of the
directors then in office, though less than a quorum, or by the sole remaining
director, and directors so chosen shall hold office for a term expiring at the
next annual meeting of stockholders at which the term of office of the class to
which they have been elected expires, and until their respective successors are
elected, except in the case of the death, resignation or removal of any
director. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

C. Subject to the rights of the holders of any series of Preferred Stock then
outstanding, any directors, or the entire Board of Directors, may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of at least a majority of the voting power of all of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.

         SEVENTH: The Board of Directors is expressly empowered to adopt, amend
or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of
the Bylaws of the Corporation shall require the approval of a majority of the
total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such resolution is
presented to the Board of Directors for adoption). The stockholders shall also
have power to adopt, amend or repeal the Bylaws of the Corporation. Any
adoption, amendment or repeal of Bylaws of the Corporation by the stockholders
shall require, in addition to any vote of the holders of any class or series of
stock of the Corporation required by law or by this Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of all of the then outstanding shares
of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.

         EIGHTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involved intentional misconduct or a


                                       7
<PAGE>   9

knowing violation of law, (c) under Section 174 of the Delaware General
Corporation Law or (d) for any transaction from which the director derived an
improper personal benefit.

         If the Delaware General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of a director,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation Law,
as so amended.

         Any repeal or modification of the foregoing provisions of this Article
EIGHTH by the stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.

         NINTH: The Corporation reserves the right to amend or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner prescribed by the laws of the State of Delaware and all rights
conferred upon stockholders are granted subject to this reservation; provided,
however, that, notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or not vote, but in addition to any vote of the holders of
any class or series of the stock of this Corporation required by law or by this
Amended and Restated Certificate of Incorporation, the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend or repeal this Article NINTH, Article FIFTH, Article SIXTH,
Article SEVENTH or Article EIGHTH.

                  [Remainder of page intentionally left blank]





                                       8
<PAGE>   10


         IN WITNESS WHEREOF, Vialta, Inc. has caused this Certificate to be
signed by Fred S.L. Chan, its Chief Executive Officer, this 24th day of July,
2001.


                                         VIALTA, INC.


                                         By: /s/ Fred S.L. Chan
                                            -----------------------------
                                            Fred S.L. Chan, Chief Executive
                                            Officer


                                       9