Exhibit 10.102


CATALYST
SEMICONDUCTOR, INC.


2003
STOCK INCENTIVE PLAN


AS
AMENDED AND RESTATED AS OF DECEMBER 21, 2006
















CATALYST
SEMICONDUCTOR, INC.


2003
STOCK INCENTIVE PLAN


AS
AMENDED AND RESTATED AS OF DECEMBER 21, 2006


SECTION 1. INTRODUCTION.


The
Company’s Board of Directors adopted the Catalyst Semiconductor, Inc. 2003
Stock Incentive Plan on November 12, 2002 (the “Adoption Date”), which is
amended and restated as of December 21, 2006.  The Plan is the successor to the Company’s
Stock Option Plan (the “Predecessor Plan”). 
Awards granted pursuant to the Predecessor Plan are subject to the terms
and conditions of the Predecessor Plan.


The
purpose of the Plan is to promote the long-term success of the Company and the
creation of shareholder value by offering Key Employees an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest; to encourage such selected persons to continue to provide
services to the Company, and to attract to the Company new individuals with
outstanding qualifications.


The
Plan seeks to achieve this purpose by providing for Awards in the form of
Restricted Stock, Restricted Stock Units, Stock Appreciation Rights and Options
(which may constitute Incentive Stock Options or Nonstatutory Stock Options).


The
Plan shall be governed by, and construed in accordance with, the laws of the
State of California (except its choice-of-law provisions).  Capitalized terms shall have the meaning
provided in Section 2 unless otherwise provided in this Plan or the
applicable Stock Option Agreement, SAR Agreement, Restricted Stock Agreement or
Restricted Stock Unit Agreement.


SECTION 2. DEFINITIONS.


(a)                                  “AFFILIATE”
means any entity other than a Subsidiary, if the Company and/or one or more
Subsidiaries own not less than 50% of such entity.  For purposes of determining an individual’s “Service,”
this definition shall include any entity other than a Subsidiary, if the
Company, a Parent and/or one or more Subsidiaries own not less than 50% of such
entity.


(b)                                 “AWARD”
means any award of an Option, SAR, Restricted Stock or Restricted Stock Unit
under the Plan.


(c)                                  “BOARD”
means the Board of Directors of the Company, as constituted from time to time.


(d)                                 “CHANGE
IN CONTROL” except as may otherwise be provided in a Stock Option Agreement,
SAR Agreement, Restricted Stock Agreement or Restricted Stock Unit Agreement,
means the occurrence of any of the following:


(i)                                     The
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if more than 50% of the combined
voting power of the continuing or surviving entity’s securities outstanding
immediately after such merger, consolidation or other reorganization is owned
by persons who were not stockholders of the Company immediately prior to such
merger, consolidation or other reorganization;










 



(ii)                                  The
sale, transfer or other disposition of all or substantially all of the Company’s
assets;


(iii)                               A
change in the composition of the Board, as a result of which less than a
majority of the incumbent directors are directors who either (i) had been
directors of the Company on the date the Company’s stockholders initially
approve the Plan (the “original directors”) or (ii) were elected, or
nominated for election, to the Board with the affirmative votes of at least a
majority of the aggregate of the original directors who were still in office at
the time of the election or nomination and the directors whose election or
nomination was previously so approved;


(iv)                              Any
transaction as a result of which any person becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing at least 50% of the total voting power
represented by the Company’s then outstanding voting securities.  For purposes of this Paragraph (iii), the
term “person” shall have the same meaning as when used in sections 13(d) and
14(d) of the Exchange Act but shall exclude:


(A)                              A
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a subsidiary of the Company;


(B)                                A
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the common stock of
the Company; and


(C)                                The
Company; or


(v)                                 A
complete liquidation or dissolution of the Company.


(e)                                  “CODE”
means the Internal Revenue Code of 1986, as amended.


(f)                                    “COMMITTEE”
means a committee consisting of one or more members of the Board that is
appointed by the Board (as described in Section 3) to administer the Plan.


(g)                                 “COMMON
STOCK” means the Company’s common stock.


(h)                                 “COMPANY”
means Catalyst Semiconductor, Inc., a Delaware corporation.


(i)                                     “CONSULTANT”
means an individual who performs bona fide services to the Company, a Parent, a
Subsidiary or an Affiliate other than as an Employee, Director or a
Non-Employee Director.


(j)                                     “DIRECTOR”
means a member of the Board who is also an Employee.


(k)                                  “DISABILITY”
means that the Key Employee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months.


(l)                                     “EMPLOYEE”
means any individual who is a common-law employee of the Company, a Parent, a
Subsidiary or an Affiliate.


(m)                               “EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended.



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(n)                                 “EXERCISE
PRICE” means, in the case of an Option, the amount for which a Share may be
purchased upon exercise of such Option, as specified in the applicable Stock
Option Agreement.  “Exercise Price,” in
the case of a SAR, means an amount, as specified in the applicable SAR
Agreement, which is subtracted from the Fair Market Value of a Share in
determining the amount payable upon exercise of such SAR.


(o)                                 “FAIR
MARKET VALUE” means the market price of Shares, determined by the Committee as
follows:


(i)                                     If
the Shares were traded on a stock exchange on the date in question, then the
Fair Market Value shall be equal to the last trading price reported by the
applicable composite transactions report for the date of Grant;


(ii)                                  If
the Shares were traded over-the-counter on the date in question and were
classified as a national market issue, then the Fair Market Value shall be
equal to the last trading price quoted by the NASDAQ system for the date of
Grant;


(iii)                               If
the Shares were traded over-the-counter on the date in question but were not
classified as a national market issue, then the Fair Market Value shall be
equal to the mean between the high bid and low asked prices quoted by the
NASDAQ system for the date of Grant; and


(iv)                              If
none of the foregoing provisions is applicable, then the Fair Market Value
shall be determined by the Committee in good faith on such basis as it deems
appropriate.


Whenever
possible, the determination of Fair Market Value by the Committee shall be
based on the prices reported in the Western Edition of The Wall Street
Journal.  Such determination shall be
conclusive and binding on all persons.


(p)                                 “GRANT”
means any grant of an Award under the Plan.


(q)                                 “INCENTIVE
STOCK OPTION” or “ISO” means an incentive stock option described in Code
section 422(b).


(r)                                    “KEY
EMPLOYEE” means an Employee, Director, Non-Employee Director or Consultant who
has been selected by the Committee to receive an Award under the Plan.


(s)                                  “NON-EMPLOYEE
DIRECTOR” means a member of the Board who is not an Employee.


(t)                                    “NONSTATUTORY
STOCK OPTION” or “NSO” means a stock option that is not an ISO.


(u)                                 “OPTION”
means an ISO or NSO granted under the Plan entitling the Optionee to purchase
Shares.


(v)                                 “OPTIONEE”
means an individual, estate or other entity that holds an Option.


(w)                               “PARENT”
means any “parent corporation” of the Company as defined under Code section
424(e).  An entity that attains the
status of a Parent on a date after the adoption of the Plan shall be considered
a Parent commencing as of such date.



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(x)                                   “PARTICIPANT”
means an individual or estate or other entity that holds an Award.


(y)                                 “PLAN”
means this Catalyst Semiconductor, Inc. 2003 Stock Incentive Plan, as it may be
amended from time to time.


(z)                                   “RESTRICTED
STOCK” means a Share awarded under the Plan.


(aa)                            “RESTRICTED
STOCK AGREEMENT” means the agreement described in Section 8 evidencing
each Award of Restricted Stock.


(bb)                          “RESTRICTED
STOCK UNIT” or “RSU” means a bookkeeping entry representing an amount equal to
the Fair Market Value of one Share, granted pursuant to Section 9.  Each Restricted Stock Unit represents an
unfunded and unsecured obligation of the Company.


(cc)                            “RESTRICTED
STOCK UNIT AGREEMENT” means the agreement described in Section 9 evidencing
each Award of a Restricted Stock Unit.


(dd)                          “SAR
AGREEMENT” means the agreement described in Section 10 evidencing ach
Award of a Stock Appreciation Right.


(ee)                            “SECURITIES
ACT” means the Securities Act of 1933, as amended.


(ff)                                “SERVICE”
means service as an Employee, Director, Non-Employee Director or Consultant.


(gg)                          “SHARE”
means one share of Common Stock.


(hh)                          “STOCK
APPRECIATION RIGHT” or “SAR” means a stock appreciation right awarded under the
Plan.


(ii)                                  “STOCK
OPTION AGREEMENT” means the agreement described in Section 6 evidencing
each Grant of an Option.


(jj)                                  “SUBSIDIARY”
means any “subsidiary corporation” of the Company as defined under Code section
424(f) (other than the Company).  An
entity that attains the status of a Subsidiary on a date after the adoption of
the Plan shall be considered a Subsidiary commencing as of such date.


(kk)                            “10-PERCENT
SHAREHOLDER” means an individual who owns more than ten percent (10%) of the
total combined voting power of all classes of outstanding stock of the Company,
its Parent or any of its Subsidiaries. 
In determining stock ownership, the attribution rules of section 424(d)
of the Code shall be applied.


SECTION 3. ADMINISTRATION.


(a)                                  Committee Composition.  A Committee appointed by the Board shall
administer the Plan.  The Board shall
designate one of the members of the Committee as chairperson.  If no Committee has been approved, the entire
Board shall constitute the Committee. 
Members of the Committee shall serve for such period of time as the
Board may determine and shall be subject to removal by the Board at any
time.  The Board may also at any time
terminate the functions of the Committee and reassume all powers and authority
previously delegated to the Committee.



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With respect
to officers or directors subject to Section 16 of the Exchange Act, the
Committee shall consist of those individuals who shall satisfy the requirements
of Rule 16b-3 (or its successor) under the Exchange Act with respect to
Awards granted to persons who are officers or directors of the Company under
Section 16 of the Exchange Act. 
Notwithstanding the previous sentence, failure of the Committee to
satisfy the requirements of Rule 16b-3 shall not invalidate any Awards
granted by such Committee.


The
Board may also appoint one or more separate committees of the Board, each
composed of one or more directors of the Company who need not qualify under
Rule 16b-3, who may administer the Plan with respect to Key Employees who
are not considered officers or directors of the Company under Section 16
of the Exchange Act, may grant Awards under the Plan to such Key Employees and
may determine all terms of such Awards.


Notwithstanding
the foregoing, the Board shall constitute the Committee and shall administer
the Plan with respect to all Awards granted to Non-Employee Directors.


(b)                                 Authority of the Committee.  Subject to the provisions of the Plan, the
Committee shall have full authority and discretion, subject to approval by the
Board to take any actions it deems necessary or advisable for the administration
of the Plan.  Such actions shall include:


(i)                                     selecting
Key Employees who are to receive Awards under the Plan;


(ii)                                  recommending
to the Board the type, number, vesting requirements and other features and
conditions of such Awards;


(iii)                               interpreting
the Plan;


(iv)                              making
all other decisions relating to the operation of the Plan;


(v)                                 creating
such plans or subplans as may be necessary or advisable to allow the grant of
Awards under the Plan in non-United States jurisdictions or to non-United
States taxpayers; and


(vi)                              effectuating
an exchange of Awards for other Awards or other consideration.


The
Committee may adopt such rules or guidelines, as it deems appropriate to
implement the Plan.  Subject to approval
by the Board, the Committee’s recommendations under the Plan shall be final and
binding on all persons.


(c)                                  Indemnification.  Each member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
(i) any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in
which he or she may be involved by reason of any action taken or failure to act
under the Plan or any Stock Option Agreement, SAR Agreement, Restricted Stock
Agreement or Restricted Stock Unit Agreement, and (ii) from any and all
amounts paid by him or her in settlement thereof, with the Company’s approval,
or paid by him or her in satisfaction of any judgment in any such claim,
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own
behalf.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be



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entitled under the Company’s Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or
under any power that the Company may have to indemnify them or hold them
harmless.


SECTION 4. ELIGIBILITY.


(a)                                  General Rules.  Only Employees, Directors, Non-Employee
Directors and Consultants shall be eligible for designation as Key Employees by
the Committee.


(b)                                 Incentive Stock Options.  Only Key Employees who are common-law
employees of the Company, a Parent or a Subsidiary shall be eligible for the
grant of ISOs.  In addition, a Key
Employee who is a 10-Percent Shareholder shall not be eligible for the grant of
an ISO unless the requirements set forth in section 422(c)(5) of the Code are
satisfied.


SECTION 5. SHARES SUBJECT TO
PLAN.


(a)                                  Basic Limitation.  The stock issuable under the Plan shall be
authorized but unissued Shares or treasury Shares.  The aggregate number of Shares reserved for
Awards under the Plan shall initially equal 4,811,250, which includes Shares
available for future grant under the Predecessor Plan and Shares subject to
Awards under the Predecessor Plan.


(b)                                 Annual Addition.  Beginning with the first fiscal year of the
Company beginning after the effective date of this Plan, on the first day of
each fiscal year, Shares shall be added to the Plan equal to the lesser of
(i) 5% (five percent) of the outstanding Shares as of the last day of the
prior fiscal year, (ii) 1,000,000 Shares, subject to the adjustment pursuant to
Section 11, or (iii) such lesser amount as the Board may determine.


(c)                                  Additional Shares.  If Awards are forfeited or terminate for any
other reason before being exercised, then the Shares underlying such Awards
shall again become available for Awards under the Plan.


If
SARs are exercised, then only the number of Shares (if any) actually issued in
settlement of such SARs shall reduce the number available under
Section 5(a) and the balance shall again become available for Awards under
the Plan.


If
earned RSUs are settled in Shares, then only the number of Shares actually
issued in settlement of such RSUs shall reduce the number available under
Section 5(a) and the balance shall again become available for Awards under the
Plan.


(d)                                 Dividend Equivalents.  Any dividend equivalents distributed under
the Plan shall not be applied against the number of Shares available for
Awards.


(e)                                  Limits on Options and SARS.  No Key Employee shall receive Options to
purchase Shares and/or SARs during any fiscal year covering in excess of
500,000.


(f)                                    Limits on Restricted Stock and Restricted Stock Units.  No Key Employee shall receive Award(s) of
Restricted Stock and/or Restricted Stock Units during any fiscal year covering
in excess of 500,000 Shares.


SECTION 6. TERMS AND CONDITIONS
OF OPTIONS.


(a)                                  Stock Option Agreement.  Each Grant under the Plan shall be evidenced
by a Stock Option Agreement between the Optionee and the Company.  Such Option shall be subject to all



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applicable terms and conditions of the Plan
and may be subject to any other terms and conditions that are not inconsistent
with the Plan and that the Committee deems appropriate for inclusion in a Stock
Option Agreement.  The provisions of the
various Stock Option Agreements entered into under the Plan need not be
identical.  A Stock Option Agreement may
provide that new Options will be granted automatically to the Optionee when he
or she exercises the prior Options.  The
Stock Option Agreement shall also specify whether the Option is an ISO or an
NSO.


(b)                                 Number of Shares.  Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 11.


(c)                                  Exercise Price.  An Option’s Exercise Price shall be
established by the Committee and set forth in a Stock Option Agreement.  To the extent required by applicable law the
Exercise Price of an ISO shall not be less than 100% of the Fair Market Value
(110% for 10-Percent Shareholders) of a Share on the date of Grant.


(d)                                 Exercisability and Term.  Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable.  The Stock Option Agreement shall also specify
the term of the Option; provided that the term of an ISO shall in no event
exceed ten (10) years from the date of Grant. 
To the extent required by applicable law, an Option that is granted to a
10-Percent Shareholder shall have a maximum term of five (5) years.  No Option can be exercised after the
expiration date provided in the applicable Stock Option Agreement.  A Stock Option Agreement may provide for
accelerated exercisability in the event of the Optionee’s death, disability or
retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee’s service.  A Stock Option Agreement may permit an
Optionee to exercise an Option before it is vested, subject to the Company’s
right of repurchase over any Shares acquired under the unvested portion of the
Option (an “early exercise”), which right of repurchase shall lapse at the same
rate the Option would have vested had there been no early exercise.  In no event shall the Company be required to
issue fractional Shares upon the exercise of an Option.


(e)                                  Modifications or Assumption of Options.  Within the limitations of the Plan, the
Committee may modify, extend or assume outstanding options or may accept the
cancellation of outstanding options (whether granted by the Company or by
another issuer) in return for the grant of new Options for the same or a
different number of Shares and at the same or a different Exercise Price.  The foregoing notwithstanding, no modification
of an Option shall, without the consent of the Optionee, alter or impair his or
her rights or obligations under such Option.


(f)                                    Transferability of Options.  Except as otherwise provided in the
applicable Stock Option Agreement and then only to the extent permitted by
applicable law, no Option shall be transferable by the Optionee other than by
will or by the laws of descent and distribution.  Except as otherwise provided in the
applicable Stock Option Agreement, an Option may be exercised during the
lifetime of the Optionee only or by the guardian or legal representative of the
Optionee.  No Option or interest therein
may be assigned, pledged or hypothecated by the Optionee during his lifetime,
whether by operation of law or otherwise, or be made subject to execution,
attachment or similar process.


(g)                                 No Rights As Stockholder.  An Optionee, or a transferee of an Optionee,
shall have no rights as a stockholder with respect to any Common Stock covered
by an Option until such person becomes entitled to receive such Common Stock by
filing a notice of exercise and paying the Exercise Price pursuant to the terms
of such Option.


(h)                                 Restrictions on Transfer.  Any Shares issued upon exercise of an Option
shall be subject to such rights of repurchase, rights of first refusal and
other transfer restrictions as the



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Committee may determine.  Such restrictions shall apply in addition to
any restrictions that may apply to holders of Shares generally and shall also
comply to the extent necessary with applicable law.


SECTION 7. PAYMENT FOR OPTION
SHARES.


(a)                                  General Rule.  The entire Exercise Price of Shares issued
upon exercise of Options shall be payable in cash at the time when such Shares
are purchased, except as follows:


(i)                                     In
the case of an ISO granted under the Plan, payment shall be made only pursuant
to the express provisions of the applicable Stock Option Agreement.  The Stock Option Agreement may specify that
payment may be made in any form(s) described in this Section 7.


(ii)                                  In
the case of an NSO granted under the Plan, the Committee may in its discretion,
at any time accept payment in any form(s) described in this Section 7.


(b)                                 Surrender of Stock.  To the extent that this Section 7(b) is
applicable, payment for all or any part of the Exercise Price may be made with
Shares which have already been owned by the Optionee for such duration as shall
be specified by the Committee.  Such
Shares shall be valued at their Fair Market Value on the date when the new
Shares are purchased under the Plan.


(c)                                  Other Forms of Payment.  To the extent that this Section 7(c) is
applicable, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.


SECTION 8. TERMS AND CONDITIONS
FOR AWARDS OF RESTRICTED STOCK.


(a)                                  Time, Amount and Form of Awards.  Awards under this Section 8 may be
granted in the form of Restricted Stock. 
Restricted Stock may also be awarded in combination with NSOs or SARs,
and such an Award may provide that the Restricted Stock will be forfeited in
the event that the related NSOs or SARs are exercised.


(b)                                 Agreements. 
Each Award of Restricted Stock under the Plan shall be evidenced by a
Restricted Stock Agreement between the Participant and the Company.  Such Awards shall be subject to all applicable
terms and conditions of the Plan and may be subject to any other terms and
conditions that are not inconsistent with the Plan and that the Committee deems
appropriate for inclusion in the applicable Agreement.  The provisions of the various Agreements
entered into under the Plan need not be identical.


(c)                                  Payment for Restricted Stock.  Restricted Stock may be issued with or
without cash consideration under the Plan.


(d)                                 Vesting Conditions.  Each Award of Restricted Stock shall become
vested, in full or in installments, upon satisfaction of the conditions
specified in the applicable Agreement. 
An Agreement may provide for accelerated vesting in the event of the
Participant’s death, Disability or retirement or other events.


(e)                                  Assignment or Transfer of Restricted Stock.  Except as provided in Section 14, or in
a Restricted Stock Agreement, or as required by applicable law, a Restricted
Stock Award granted under the Plan shall not be anticipated, assigned,
attached, garnished, optioned, transferred or made subject to any creditor’s
process, whether voluntarily, involuntarily or by operation of law.  Any act in violation of this
Section 8(e) shall be void. 
However, this Section 8(e) shall not preclude a Participant from
designating a beneficiary who will receive any outstanding Restricted Stock
Awards in



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the event of the Participant’s death, nor
shall it preclude a transfer of Restricted Stock Awards by will or by the laws
of descent and distribution.


(f)                                    Trusts. 
Neither this Section 8 nor any other provision of the Plan shall
preclude a Participant from transferring or assigning Restricted Stock to
(a) the trustee of a trust that is revocable by such Participant alone,
both at the time of the transfer or assignment and at all times thereafter
prior to such Participant’s death, or (b) the trustee of any other trust
to the extent approved in advance by the Committee in writing.  A transfer or assignment of Restricted Stock
from such trustee to any person other than such Participant shall be permitted
only to the extent approved in advance by the Committee in writing, and
Restricted Stock held by such trustee shall be subject to all of the conditions
and restrictions set forth in the Plan and in the applicable Restricted Stock
Agreement, as if such trustee were a party to such Agreement.


(g)                                 Voting and Dividend Rights.  The holders of Restricted Stock awarded under
the Plan shall have the same voting, dividend and other rights as the Company’s
other stockholders.  A Restricted Stock
Agreement, however, may require that the holders of Restricted Stock invest any
cash dividends received in additional Restricted Stock.  Such additional Restricted Stock shall be
subject to the same conditions and restrictions as the Award with respect to
which the dividends were paid.  Such
additional Restricted Stock shall not reduce the number of Shares available
under Section 5.


SECTION 9. TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS.


(a)                                  Time and Form of Awards.  Awards under this Section 9 may be granted in
the form of Restricted Stock Units.  Restricted Stock Units may be granted at any
time from time to time as determined by the Committee.


(b)                                 Restricted Stock Unit Agreement.  Each Award of Restricted Stock Units under
the Plan shall be evidenced by a Restricted Stock Unit Agreement between the
Participant and the Company.  Such Awards
shall be subject to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions that are not inconsistent with the
Plan and that the Committee deems appropriate for inclusion in the applicable
Agreement.  The provisions of the various
Agreements entered into under the Plan need not be identical.


(c)                                  Number of Shares.  Each Restricted Stock Unit Agreement shall
specify the number of Shares to which each RSU pertains and shall provide for
the adjustment of such number in accordance with Section 11.


(d)                                 Payment for Restricted Stock Units.  Earned Restricted Stock Units may be settled
only in cash, Shares or a combination of both, as determined by the Committee
in its sole discretion.  Payment of
earned Restricted Stock Units shall be made as soon as practicable after the
date(s) determined by the Committee and set forth in the Restricted Stock Unit
Agreement.


(e)                                  Vesting Conditions.  Each Award of Restricted Stock Units shall become
vested upon satisfaction of the conditions specified in the applicable
Agreement.  Such vesting conditions shall
be set by the Committee in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Shares, amount of cash
or a combination of both, as applicable, that will be paid out to the
Participant.  The Committee may set
vesting criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Committee in its discretion.


(f)                                    Earned Restricted Stock Units.  Upon meeting the applicable vesting
conditions, the Participant shall be entitled to receive a payout as determined
by the Committee.



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Notwithstanding the foregoing, at any time
after the grant of Restricted Stock Units, the Committee, in its sole
discretion, may reduce or waive any vesting conditions that must be met to
receive a payout.


(g)                                 Cancellation.  On the date set forth in the Restricted Stock
Unit Agreement, all unearned Restricted Stock Units shall be forfeited to the
Company.


SECTION 10. TERMS AND CONDITIONS
OF STOCK APPRECIATION RIGHTS.


(a)                                  SAR Agreement.  Each Award of a SAR under the Plan shall be
evidenced by a SAR Agreement between the Optionee and the Company.  Such SAR shall be subject to all applicable
terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan.  The
provisions of the various SAR Agreements entered into under the Plan need not
be identical.  SARs may be granted in
consideration of a reduction in the Optionee’s other compensation.


(b)                                 Number of Shares.  Each SAR Agreement shall specify the number
of Shares to which the SAR pertains and shall provide for the adjustment of
such number in accordance with Section 11.


(c)                                  Exercise Price.  Each SAR Agreement shall specify the Exercise
Price.  A SAR Agreement may specify an
Exercise Price that varies in accordance with a predetermined formula while the
SAR is outstanding.


(d)                                 Exercisability and Term.  Each SAR Agreement shall specify the date
when all or any installment of the SAR is to become exercisable.  The SAR Agreement shall also specify the term
of the SAR.  A SAR Agreement may provide
for accelerated exercisability in the event of the Optionee’s death, Disability
or retirement or other events and may provide for expiration prior to the end
of its term in the event of the termination of the Optionee’s Service.  SARs may also be awarded in combination with
Options or Restricted Stock, and such an Award may provide that the SARs will
not be exercisable unless the related Options or Restricted Stock are
forfeited.  A SAR may be included in an
ISO only at the time of Grant but may be included in an NSO at the time of
Grant or at any subsequent time, but not later than six months before the
expiration of such NSO.  A SAR granted
under the Plan may provide that it will be exercisable only in the event of a
Change in Control.


(e)                                  Exercise of SARs.  If, on the date when a SAR expires, the
Exercise Price under such SAR is less than the Fair Market Value on such date
but any portion of such SAR has not been exercised or surrendered, then such
SAR shall automatically be deemed to be exercised as of such date with respect
to such portion.  Upon exercise of a SAR,
the Optionee (or any person having the right to exercise the SAR after his or
her death) shall receive from the Company (i) Shares, (ii) cash or
(iii) a combination of Shares and cash, as the Committee shall
determine.  The amount of cash and/or the
Fair Market Value of Shares received upon exercise of SARs shall, in the
aggregate, be equal to the amount by which the Fair Market Value (on the date
of surrender) of the Shares subject to the SARs exceeds the Exercise Price.


(f)                                    Modification or Assumption of SARs.  Within the limitations of the Plan, the
Committee may modify, extend or assume outstanding SARs or may accept the
cancellation of outstanding SARs (whether granted by the Company or by another
issuer) in return for the grant of new SARs for the same or a different number
of Shares and at the same or a different Exercise Price.  The foregoing notwithstanding, no
modification of a SAR shall, without the consent of the Optionee, alter or
impair his or her rights or obligations under such SAR.



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SECTION 11. PROTECTION AGAINST
DILUTION.


(a)                                  Adjustments.  In the
event of a subdivision of the outstanding Shares, a declaration of a dividend
payable in Shares, a declaration of a dividend payable in a form other than
Shares in an amount that has a material effect on the price of Shares, a
combination or consolidation of the outstanding Shares (by reclassification or
otherwise) into a lesser number of Shares, a recapitalization, reorganization,
merger, liquidation, spin-off or a similar occurrence, the Committee shall make
such adjustments as it, in its reasonable discretion, deems appropriate in
order to prevent the dilution or enlargement of rights hereunder in one or more
of:


(i)                                     the
number of Shares available for future Awards and the Share limits under
Sections 5(b), 5(e) and 5(f);


(ii)                                  the
number of Shares covered by each outstanding Award; or


(iii)                               the
Exercise Price under each outstanding SAR or Option.


(b)                                 PARTICIPANT
RIGHTS.  Except as provided in this
Section 11, a Participant shall have no rights by reason of any issue by
the Company of stock of any class or securities convertible into stock of any
class, any subdivision or consolidation of shares of stock of any class, the
payment of any stock dividend or any other increase or decrease in the number
of shares of stock of any class.


SECTION 12. EFFECT OF A CHANGE IN
CONTROL.


(a)                                  Merger or Reorganization.  In the event that the Company is a party to a
merger or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization. 
Such agreement may provide, without limitation, for the assumption of
outstanding Awards by the surviving corporation or its parent, for their
continuation by the Company (if the Company is a surviving corporation), for accelerated
vesting or for their cancellation with or without consideration.


(b)                                 Acceleration.  The Committee may determine, at the time of
granting an Award or thereafter, that such Award shall become fully vested as
to all Shares subject to such Award in the event that a Change in Control
occurs with respect to the Company.


SECTION 13. LIMITATIONS ON
RIGHTS.


(a)                                  Retention Rights.  Neither the Plan nor any Award granted under
the Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the Company, a Parent, a Subsidiary or an
Affiliate.  The Company and its Parents
and Subsidiaries and Affiliates reserve the right to terminate the Service of
any person at any time, and for any reason, subject to applicable laws, the
Company’s Certificate of Incorporation and Bylaws and a written employment
agreement (if any).


(b)                                 Stockholders’ Rights.  A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Shares.  No adjustment shall be made
for cash dividends or other rights for which the record date is prior to the
date when such certificate is issued, except as expressly provided in Section 11.


(c)                                  Regulatory Requirements.  Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Shares under the Plan
shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required.  The Company reserves the right to restrict,
in whole or in part, the delivery of Shares pursuant to any Award prior to the



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satisfaction of all legal requirements
relating to the issuance of such Shares, to their registration, qualification
or listing or to an exemption from registration, qualification or listing.


SECTION 14. WITHHOLDING TAXES.


(a)                                  General. 
A Participant shall make arrangements satisfactory to the Company for
the satisfaction of any withholding tax obligations that arise in connection
with his or her Award.  The Company shall
not be required to issue any Shares or make any cash payment under the Plan
until such obligations are satisfied.


(b)                                 Share Withholding.  If a public market for the Company’s Shares
exists, the Committee may permit a Participant to satisfy all or part of his or
her minimum withholding or income tax obligations by having the Company
withhold all or a portion of any Shares that otherwise would be issued to him
or her or by surrendering all or a portion of any Shares that he or she
previously acquired.  Such Shares shall
be valued at their Fair Market Value on the date when taxes otherwise would be
withheld in cash.  Any payment of taxes
by assigning Shares to the Company may be subject to restrictions, including,
but not limited to, any restrictions required by rules of the Securities and
Exchange Commission.


SECTION 15. DURATION AND
AMENDMENTS.


(a)           Term
of the Plan.  The Plan, as set
forth herein, shall become effective on the date of its approval by the Company’s
stockholders.  To the extent required by
applicable law, the Plan shall terminate on the date that is 10 years after its
original adoption by the Board on November 12, 2002 and may be
terminated on any earlier date pursuant to Section 15(b).


(b)                                 Right to Amend or Terminate the Plan.  The Board may amend or terminate the Plan at
any time and for any reason.  The
termination of the Plan, or any amendment thereof, shall not affect any Award
previously granted under the Plan.  No
Awards shall be granted under the Plan after the Plan’s termination.  An amendment of the Plan shall be subject to
the approval of the Company’s stockholders only to the extent required by
applicable laws, regulations or rules.


SECTION 16. EXECUTION.


To
record the adoption of the Plan by the Board, the Company has caused its duly
authorized officer to execute this Plan on behalf of the Company.


	
  

  	
  CATALYST
  SEMICONDUCTOR, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas E.
  Gay III

  	
   

  
	
   

  	
  Title: Chief
  Financial Officer

  



 



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