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                                                                    EXHIBIT 2.1
 
                PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF
                             ROSS TECHNOLOGY, INC.
 
     This Plan of Complete Liquidation and Dissolution (the "PLAN") is intended
to accomplish the complete liquidation and dissolution of ROSS Technology, Inc.,
a Delaware corporation (the "COMPANY"), in accordance with Section 275 and other
applicable provisions of the General Corporation Law of Delaware ("DGCL") and
Sections 331 and 336 (or Sections 332 and 337, as appropriate) of the Internal
Revenue Code of 1986, as amended (the "CODE").
 
     1.  Approval and Adoption of Plan
 
          This Plan shall be effective when all of the following steps have been
     completed:
 
             (a) Resolutions of the Company's Board of Directors. The Company's
        Board of Directors shall have adopted a resolution or resolutions with
        respect to the following:
 
                (i) Complete Liquidation and Dissolution: The Board of Directors
           shall determine that it is deemed advisable for the Company to be
           liquidated completely and dissolved.
 
                (ii) Adoption of the Plan: The Board of Directors shall approve
           this Plan as the appropriate means for carrying out the complete
           liquidation and dissolution of the Company.
 
                (iii) Sale of Assets: The Board of Directors shall determine
           that, as part of the Plan, it is deemed expedient and in the best
           interests of the Company to sell all or substantially all of the
           Company's assets in order to facilitate liquidation and distribution
           to the Company's creditors and stockholders, as appropriate.
 
             (b) Adoption of This Plan by the Company's Preferred and Common
        Stockholders. The holders of a majority of the outstanding shares of the
        Company's Series B Convertible Preferred Stock, par value $.001 per
        share (the "PREFERRED STOCK") and the holders of a majority of the
        outstanding shares of common stock of the Company, par value $0.001 per
        share (the "COMMON STOCK"), entitled to vote shall have adopted this
        Plan, including the dissolution of the Company and those provisions
        authorizing the Board of Directors to sell all or substantially all of
        the Company's assets, by written consent or at a special meeting of the
        stockholders of the Company called for such purpose by the Board of
        Directors.
 
     2.  Dissolution and Liquidation Period
 
          Once the Plan is effective, the steps set forth below shall be
     completed at such times as the Board of Directors, in its absolute
     discretion, deems necessary, appropriate or advisable. Without limiting the
     generality of the foregoing, the Board of Directors may instruct the
     officers of the Company to delay the taking of any of the following steps
     until the Company has performed such actions as the Board or such officers
     determine to be necessary, appropriate or advisable for the Company to
     maximize the value of the Company's assets upon liquidation; provided that
     such steps may not be delayed longer than is permitted by applicable law.
 
             (a) The filing of a Certificate of Dissolution of the Company (the
        "CERTIFICATE OF DISSOLUTION") pursuant to Section 275 of the DGCL
        specifying the date (no later than ninety (90) days after the filing)
        upon which the Certificate of Dissolution will become effective (the
        "EFFECTIVE DATE"), and the completion of all actions that may be
        necessary, appropriate or desirable to dissolve and terminate the
        corporate existence of the Company;
 
             (b) The cessation of all of the Company's business activities and
        the withdrawal of the Company from any jurisdiction in which it is
        qualified to do business, except and insofar as necessary for the sale
        of its assets and for the proper winding up of the Company pursuant to
        Section 278 of the DGCL;
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             (c) The negotiation and consummation of sales of all of the assets
        and properties of the Company, including the assumption by the purchaser
        or purchasers of any or all liabilities of the Company, insofar as the
        Board of Directors of the Company deems such sales to be necessary,
        appropriate or advisable;
 
             (d) The giving of notice of the dissolution to all persons having a
        claim against the Company and the rejection of any such claims in
        accordance with Section 280 of the DGCL;
 
             (e) The offering of security to any claimant on a contract whose
        claim is contingent, conditional or unmatured in an amount the Company
        determines is sufficient to provide compensation to the claimant if the
        claim matures, and the petitioning of the Delaware Court of Chancery to
        determine the amount and form of security sufficient to provide
        compensation to any such claimant who has rejected such offer in
        accordance with Section 280 of the DGCL;
 
             (f) The petitioning of the Delaware Court of Chancery to determine
        the amount and form of security which would be reasonably likely to be
        sufficient to provide compensation for (i) claims that are the subject
        of pending litigation against the Company, and (ii) claims that have not
        been made known to the Company or that have not arisen, but are likely
        to arise or become known within five (5) years after the date of
        dissolution (or longer in the discretion of the Delaware Court of
        Chancery), each in accordance with Section 280 of the DGCL;
 
             (g) The payment, or the making of adequate provision for payment,
        of all claims made against the Company and not rejected, including all
        expenses of the sale of assets and of the liquidation and dissolution
        provided for by the Plan in accordance with Section 280 of the DGCL;
 
             (h) The posting of all security offered and not rejected and all
        security ordered by the Court of Chancery in accordance with Section 280
        of the DGCL; and
 
             (i) The distribution of the remaining funds of the Company and the
        distribution of remaining unsold assets of the Company, if any, to its
        stockholders pursuant to Sections 4, 7 and 8 below.
 
          Notwithstanding the foregoing, the Company shall not be required to
     follow the procedures described in Section 280 of the DGCL, and the
     adoption of the Plan by the Company's preferred and common stockholders
     shall constitute full and complete authority for the Board of Directors and
     the officers of the Company, without further stockholder action, to proceed
     with the dissolution and liquidation of the Company in accordance with any
     applicable provision of the DGCL, including, without limitation, Section
     281(b) thereof.
 
     3.  Authority of Officers and Directors
 
          After the Effective Date, the Board of Directors and the officers of
     the Company shall continue in their positions for the purpose of winding up
     the affairs of the Company as contemplated by Delaware law. The Board of
     Directors may appoint officers, hire employees and retain independent
     contractors in connection with the winding up process, and is authorized to
     pay to the Company's officers, directors and employees, or any of them,
     compensation or additional compensation above their regular compensation,
     in money or other property, in recognition of the extraordinary efforts
     they, or any of them, will be required to undertake, or actually undertake,
     in connection with the successful implementation of this Plan. Adoption of
     this Plan by holders of a majority of the outstanding shares of Preferred
     Stock and Common Stock shall constitute the approval of the Company's
     stockholders of the Board of Directors' authorization of the payment of any
     such compensation.
 
          The adoption of the Plan by the Company's preferred and common
     stockholders shall constitute full and complete authority for the Board of
     Directors and the officers of the Company, without further stockholder
     action, to do and perform any and all acts and to make, execute and deliver
     any and all agreements, conveyances, assignments, transfers, certificates
     and other documents of any kind and character which the Board or such
     officers deem necessary, appropriate or advisable: (i) to sell, dispose,
     convey, transfer and deliver the assets of the Company, (ii) to satisfy or
     provide for the satisfaction of the
 
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     Company's obligations in accordance with Sections 280 and 281 of the DGCL,
     (iii) to distribute all of the remaining funds of the Company and any
     unsold assets of the Company to the Company's preferred stockholders (up to
     the $50 million liquidation preference of the Preferred Stock), with the
     remaining amounts, if any, distributable to the common stockholders, and
     (iv) to dissolve the Company in accordance with the laws of the State of
     Delaware and cause its withdrawal from all jurisdictions in which it is
     authorized to do business.
 
     4.  Conversion of Assets Into Cash or Other Distributable Form
 
          Subject to approval by the Board of Directors, the officers, employees
     and agents of the Company, shall, as promptly as feasible, proceed to
     collect all sums due or owing to the Company, to sell and convert into cash
     any and all corporate assets and, out of the assets of the Company, to pay,
     satisfy and discharge or make adequate provision for the payment,
     satisfaction and discharge of all debts and liabilities of the Company
     pursuant to Section 2 above, including all expenses of the sale of assets
     and of the liquidation and dissolution provided for by the Plan.
 
     5.  Professional Fees and Expenses
 
          It is specifically contemplated that the Board of Directors may
     authorize the payment of a retainer fee to a law firm or law firms selected
     by the Board for legal fees and expenses of the Company, including, among
     other things, to cover any costs payable pursuant to the indemnification of
     the Company's officers or members of the Board provided by the Company
     pursuant to its Certificate of Incorporation and Bylaws or the DGCL or
     otherwise.
 
          In addition, in connection with and for the purpose of implementing
     and assuring completion of this Plan, the Company may, in the absolute
     discretion of the Board of Directors, pay any brokerage, agency and other
     fees and expenses of persons rendering services to the Company in
     connection with the collection, sale, exchange or other disposition of the
     Company's property and assets and the implementation of this Plan.
 
     6.  Indemnification
 
          The Company shall continue to indemnify its officers, directors,
     employees and agents in accordance with its Certificate of Incorporation
     and Bylaws and any contractual arrangements, for actions taken in
     connection with this Plan and the winding up of the affairs of the Company.
     The Board of Directors, in its absolute discretion, is authorized to obtain
     and maintain insurance as may be necessary, appropriate or advisable to
     cover the Company's obligations hereunder.
 
     7.  Liquidating Trust
 
          The Board of Directors may establish a Liquidating Trust (the
     "LIQUIDATING TRUST") and distribute assets of the Company to the
     Liquidating Trust. The Liquidating Trust may be established by agreement
     with one or more Trustees selected by the Board. If the Liquidating Trust
     is established by agreement with one or more Trustees, the trust agreement
     establishing and governing the Liquidating Trust shall be in form and
     substance determined by the Board of Directors. In the alternative, the
     Board may petition the Delaware Court of Chancery for the appointment of
     one or more Trustees to conduct the liquidation of the Company subject to
     the supervision of the Court. Whether appointed by an agreement or by the
     Court, the Trustees shall in general be authorized to take charge of the
     Company's property, and to collect the debts and property due and belonging
     to the Company, with power to prosecute and defend, in the name of the
     Company, or otherwise, all such suits as may be necessary or proper for the
     foregoing purposes, and to appoint an agent under it and to do all other
     acts which might be done by the Company that may be necessary, appropriate
     or advisable for the final settlement of the unfinished business of the
     Company.
 
     8.  Liquidating Distributions
 
          Liquidating distributions, in cash or in kind, shall be made from time
     to time after the adoption of the Plan to the holders of record, at the
     close of business on the date of the filing of a Certificate of
 
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     Dissolution of the Company as provided in Section 2 above, of outstanding
     shares of stock of the Company, according to the priorities of the various
     classes of the Company's stock and pro rata in accordance with the
     respective number of shares then held of record; provided that in the
     opinion of the Board of Directors adequate provision has been made for the
     payment, satisfaction and discharge of all known, unascertained or
     contingent debts, obligations and liabilities of the Company (including
     costs and expenses incurred and anticipated to be incurred in connection
     with the sale of assets and complete liquidation of the Company). All
     determinations as to the time for and the amount and kind of liquidations
     shall be made in the exercise of the absolute discretion of the Board of
     Directors and in accordance with Section 281 of the DGCL.
 
          Any assets distributable to any creditor or stockholder of the Company
     who is unknown or cannot be found, or who is under a disability and for
     whom there is no legal representative, shall escheat to the state or be
     treated as abandoned property pursuant to applicable state law.
 
     9.  Amendment, Modification or Abandonment of Plan
 
          If for any reason the Company's Board of Directors determines that
     such action would be in the best interests of the Company, it may amend,
     modify or abandon the Plan and all action contemplated thereunder,
     notwithstanding stockholder approval, to the extent permitted by the DGCL;
     provided, however, that the Company will not amend or modify the Plan under
     circumstances that would require additional stockholder approval under the
     DGCL and the federal securities laws without complying with the DGCL and
     the federal securities laws. Upon the abandonment of the Plan, the Plan
     shall be void.
 
     10.  Cancellation of Stock and Stock Certificates
 
          Following the dissolution of the Company, the Company's stock transfer
     books shall be closed and the Company's capital stock and stock
     certificates evidencing the Company's Preferred Stock and Common Stock will
     be treated as no longer being outstanding.
 
     11.  Liquidation under Section 331 and 336 (or Sections 332 and 337, as
appropriate)
 
          It is intended that this Plan shall be a plan of complete liquidation
     within the terms of Sections 331 and 336 (or Sections 332 and 337, as
     appropriate) of the Code. The Plan shall be deemed to authorize such action
     as, in the opinion of counsel for the Company, may be necessary to conform
     with the provisions of said Sections 331 and 336 (or Sections 332 and 337,
     as appropriate).
 
     12.  Filing of Tax Forms
 
          The appropriate officer of the Company is authorized and directed,
     within thirty (30) days after the effective date of the Plan, to execute
     and file a United States Treasury Form 966 pursuant to Section 6043 of the
     Code and such additional forms and reports with the Internal Revenue
     Service as may be appropriate in connection with this Plan and the carrying
     out thereof.
 
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