Exhibit
10.102.1


Catalyst
Semiconductor, Inc.

Restricted Stock Unit Agreement


2003 STOCK
INCENTIVE PLAN


1.                                    NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


You have been
granted the right to receive an Award of Restricted Stock Units, subject to the
terms and conditions of the Plan and this Agreement.  Each such Unit is equivalent to one Share of
Common Stock of the Company for purposes of determining the number of Shares
subject to this Award.  Unless otherwise
defined herein, the terms defined in the 2003 Stock Incentive Plan (the “Plan”)
will have the same defined meanings in this Notice of Grant of Restricted Stock
Units (the “Notice of Grant”) and the Terms and Conditions of the agreement
section of this document (together, the “Restricted Stock Unit Agreement” or
the “Agreement”).


	
  Name of Participant and
  Address

  	
   

  	
  Number of Restricted Stock

  Units Granted

  	
   

  	
  Grant Date

  	
   

  	
  Grant Number

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Vesting Schedule:


Subject to any acceleration
provisions contained in the Plan or set forth below, the Restricted Stock Units
will vest in accordance with the following schedule:


	
  Vesting Date

  	
   

  	
  Vesting in period occurs at

  
	
    

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    

  	
   

  	
   

  



 


Notwithstanding any
contrary provision of this Agreement, in the event you cease to provide Service
for any or no reason before you vest in the right to acquire the Shares to be
issued pursuant to the Restricted Stock Unit, the Restricted Stock Unit and
your right to acquire any Shares hereunder will immediately terminate.


By your signature and the signature of the Company’s representative
below, you and the Company agree that this Award is granted under and governed
by the terms and conditions of the Plan and this Restricted Stock Unit
Agreement, both of which are made a part of this document.  Your acceptance also confirms that you have
reviewed and fully understand all provisions of the Plan and this Restricted
Stock Unit Agreement in their entirety, and understand that you may choose to
obtain the advice of counsel prior to accepting this Award of Restricted Stock
Units.  As the Participant, you hereby
agree to accept as binding, conclusive and final all decisions or
interpretations of the Committee about any questions relating to the Plan and
this Restricted Stock Unit Agreement.


	
  PARTICIPANT

  	
   

  	
  CATALYST SEMICONDUCTOR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  



 
















2.                                      TERMS
AND CONDITIONS


A.                                   Grant
of Restricted Stock Units:


The Company hereby grants to the individual named in
the Notice of Grant (the “Participant”), an award of Restricted Stock Units as
set forth, and otherwise described in the Notice of Grant, subject to the terms
and conditions of the Plan, which is incorporated herein by reference.


B.                                     Company’s
Obligation:


Each Restricted Stock
Unit represents the right to receive a Share on the vesting date.  Unless and until the Restricted Stock Units
vest, Participant will have no right to receive Shares under such Restricted
Stock Units.  Prior to actual
distribution of Shares pursuant to any vested Restricted Stock Units, such
Restricted Stock Units will represent an unsecured obligation of the Company,
payable (if at all) only from the general assets of the Company.


C.                                     Vesting
Schedule:


Except as provided in
Section D, the Restricted Stock Units awarded by this Agreement will vest in
accordance with the vesting provisions set forth in the Notice of Grant.


D.                                    Forfeiture
upon Termination as Service Provider:


Notwithstanding any
contrary provision of this Agreement, the balance of Restricted Stock Units
awarded by this Agreement that have not vested at the time of Participant’s
termination as a Service Provider for any reason will be forfeited and
automatically transferred to and reacquired by the Company at no cost to the
Company upon the date of such termination.


E.                                      Payment
after Vesting:


Any Restricted Stock
Units that vest in accordance with Section C will be paid to the Participant
(or in the event of the Participant’s death, to his or her estate) in whole
Shares, provided that to the extent determined appropriate by the Company, any
federal, state and local withholding taxes with respect to such Restricted Stock
Units will be paid by reducing the number of Shares actually paid to the
Participant.


F.                                      Payments
after Death:


Any distribution or
delivery to be made to Participant under this Agreement will, if Participant is
then deceased, be made to the administrator or executor of Participant’s
estate.  Any such administrator or
executor must furnish the Company with (1) written notice of his or her status
as transferee, and (2) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any applicable laws pertaining to
said transfer.


G.                                     Rights
as a Stockholder:


Neither Participant nor
any person claiming under or through Participant will have any of the rights or
privileges of a stockholder of the Company in respect of any Shares deliverable
hereunder unless and until certificates representing such Shares will have been
issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to Participant or Participant’s broker.










 



H.                                    Address
for Notices:


Any notice to be given to
the Company under the terms of this Agreement will be addressed to the Company
at Catalyst Semiconductor, Inc., 2975 Stender Way, Santa Clara, CA 95054, or at such other address as
the Company may hereafter designate in writing.


I.                                         Grant
is Not Transferable:


Except to the limited
extent provided in Section F above, the Restricted Stock Units subject to
this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.  Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
Restricted Stock Units subject to this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.


J.                                        Binding
Agreement:


Subject to the limitation
on the transferability of this grant contained herein, this Agreement will be
binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of the parties hereto.


K.                                    Withholding
of Taxes:


Notwithstanding any
contrary provision of this Agreement, no certificate representing the Shares
will be issued to the Participant, unless and until satisfactory arrangements
(as determined by the Committee) will have been made by the Participant with
respect to the payment of income, employment and other taxes which the Company
determines must be withheld with respect to such Shares so issuable.  The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit the
Participant to satisfy such tax withholding obligation, in whole or in part by
one or more of the following (without limitation): (a) paying cash,
(b) electing to have the Company withhold otherwise deliverable Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
(c) delivering to the Company already vested and owned Shares having a
Fair Market Value equal to the amount required to be withheld, or
(d) selling a sufficient number of such Shares otherwise deliverable to
Participant through such means as the Company may determine in its sole
discretion (whether through a broker or otherwise) equal to the amount required
to be withheld.  To the extent determined
appropriate by the Company in its discretion, it will have the right (but not
the obligation) to satisfy any tax withholding obligations by reducing the
number of Shares otherwise deliverable to Participant.  If the Participant fails to make satisfactory
arrangements for the payment of any required tax withholding obligations
hereunder at the time any applicable Restricted Stock Units otherwise are
scheduled to vest pursuant to Section C, the Participant will permanently
forfeit such Restricted Stock Units and right to acquire any Shares with
respect thereto the Restricted Stock Units will be returned to the Company at
no cost to the Company.


L.                                      Additional
Conditions to Issuance of Stock:


If at any time the
Company will determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory
authority is necessary or desirable as a condition to the issuance of shares to
the Participant (or his estate), such issuance will not occur unless and until
such listing, registration, qualification, consent or approval will have been



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effected or obtained free
of any conditions not acceptable to the Company.  Where the Company determines that the
delivery of the payment of any Shares will violate federal securities laws or
other applicable laws, the Company will defer delivery until the earliest date
at which the Company reasonably anticipates that the delivery of Shares will no
longer cause such violation.  The Company
will make all reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval
of any such governmental authority.


M.                                 Plan
Governs:


This Agreement is subject
to all terms and provisions of the Plan. 
In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern.


N.                                    Committee
Authority:


The Committee will have
the power to interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether or not any Restricted Stock Units
have vested).  All actions taken and all
interpretations and determinations made by the Committee in good faith will be
final and binding upon Participant, the Company and all other interested
persons.  No member of the Committee will
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.


O.                                    Modifications
to the Agreement:


Participant expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement
or the Plan can be made only in an express written amendment executed by a duly
authorized officer of the Company. 
Notwithstanding anything to the contrary in the Plan or this Agreement,
the Company reserves the right to revise this Agreement as it deems necessary
or advisable, in its sole discretion and without the consent of Participant, to
comply with Section 409A of the Code or to otherwise avoid imposition of any
additional tax or income recognition under Section 409A of the Code prior to
the actual payment of Shares pursuant to this award of Restricted Stock Units.


P.                                      Amendment,
Suspension or Termination of the Plan:


By accepting this Award,
Participant expressly warrants that he or she has receive a Restricted Stock
Unit Award under the Plan, and has received, read and understood a description
of the Plan.  Participant understands
that the Plan is discretionary in nature and may be amended, suspended or
terminated by the Company at any time.


Q.                                    Entire
Agreement; Governing Law:


The Plan is incorporated
herein by reference.  The Plan and this
Restricted Stock Unit Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof, and may not be modified adversely to Participant’s
interest except by means of a writing signed by the Company and Participant.  This Restricted Stock Unit Agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California without regard to principles of conflict of laws.



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R.                                     NO GUARANTEE OF CONTINUED SERVICE:


PARTICIPANT ACKNOWLEDGES AND
AGREES THAT THE VESTING OF RESTRICTED STOCK UNITS PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING TO PROVIDE SERVICE AT THE WILL OF
THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT)
AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK
UNIT.  PARTICIPANT FURTHER ACKNOWLEDGES
AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S
RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR
RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.



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