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EXHIBIT 10.10    
  


MIPS TECHNOLOGIES, INC.  


 DIRECTORS' STOCK OPTION PLAN  


(adopted by the Board of Directors on July 2, 1998

and approved by the Stockholder on July 2, 1998)

(as amended May 18, 1999)

(as amended January 24, 2002) 





 
MIPS TECHNOLOGIES, INC.  


 DIRECTORS' STOCK OPTION PLAN  


(adopted by the Board of Directors on July 2, 1998

and approved by the Stockholder on July 2, 1998)

(as amended May 18, 1999)

(as amended January 24, 2002) 


        1.    Purposes of the Plan.    The purposes of this Directors' Stock Option Plan are to attract and retain the best
available personnel for service as Directors of the Company, to provide additional incentive to the
Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board. 


        All
options granted hereunder shall be non-statutory stock options. 


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



        (a)  "Annual Meeting" means the Company's regularly scheduled annual meeting of stockholders, as provided for in the Company's
bylaws. 


        (b)  "Board" means the Board of Directors of the Company. 


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


        (d)  "Common Stock" means the Common Stock of the Company. 


        (e)  "Company" means MIPS Technologies, Inc., a Delaware corporation. 



        (f)    "Continuous Status as a Director" means the absence of any interruption or termination of service as a Director. 


        (g)  "Director" means a member of the Board. 


        (h)  "Employee" means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a Director's fee by the Company shall not be sufficient in and of itself to constitute "employment" by the Company. 



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


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



          (i)  If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock or the closing
bid, if no sales were reported, as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the day of determination, as reported in  The Wall Street Journal or such other source as the Board deems reliable; 


        (ii)  If
the Common Stock is quoted on the Nasdaq System (but not on the National Market System thereof) or regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high and low asked prices for the Common Stock on the day of determination, as reported in  The Wall Street
Journal or such other source as the Board deems reliable, or; 



        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board. 




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



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        (l)    "Optioned Stock" means the Common Stock subject to an Option. 


        (m)  "Optionee" means an Outside Director who receives an Option. 


        (n)  "Outside Director" means a Director who is not an Employee. 


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


        (p)  "Plan" means this Directors' Stock Option Plan. 


        (q)  "Service Provider" means an Employee, Director or consultant of the Company. 


        (r)  "Share" means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan. 



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




        3.    Stock Subject to the Plan.    Subject to the provisions of Section 10 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is 600,000 Shares plus an annual increase to be added each year on July 1 beginning on July 1, 1999 in an amount equal to
the lesser of (i) 100,000 shares, (ii) the number of shares subject to option grants in the prior year ending June 30 or (iii) a lesser number determined by the Board (the
"Pool") of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. 


        If
an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under the Plan. 


        4.    Administration of and Grants of Options under the Plan.    



        (a)    Administrator.    Except as otherwise required herein, the Plan shall be administered by the Board, or by a
compensation committee (the "Committee") appointed by the Board. 


        (b)    Procedure for Grants.    All grants of Options hereunder shall be automatic and non-discretionary
and shall be made strictly in accordance with the following provisions: 



          (i)  No
person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options granted to
Outside Directors. 


        (ii)  Each
Outside Director shall be automatically granted an Option to purchase 40,000 Shares (which number shall be subject to adjustment in the manner set forth in
Section 10 hereof upon the occurrence of any event described therein) upon the date on which such person first becomes a Director (an "Initial Grant"), whether through election by the
stockholders of the Company or by appointment by the Board to fill a vacancy. 



        (iii)  On
the date of each Annual Meeting during the term of this Plan, each Outside Director who has served as a Director for at least the previous six (6) months
shall automatically receive an Option to purchase 10,000 Shares, which number shall be subject to adjustment in the manner set forth in Section 10 hereof upon the occurrence of any event
described therein (a "Renewal Grant"). 


        (iv)  The
terms of each Option granted hereunder shall be as follows: 



        (A)  the
term of the Option shall be ten (10) years. 


        (B)  the
Option shall be exercisable only while the Outside Director remains a Service Provider, except as set forth in Section 8 hereof. 





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        (C)  the
exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Option. 


        (D)  the
Initial Grant will vest and become exercisable as follows: 


        1/36th
of the Shares subject to the Option shall vest on the first monthly anniversary of the Option's grant date, and 1/36th of the Shares subject to the
Option shall vest each monthly anniversary thereafter, subject to the Outside Director continuing to be a Service Provider on such dates. 


        (E)  the
Renewal Grants will immediately vest and become exercisable on the Option's grant date. 




        (v)  In
the event that any Option granted under the Plan would cause the number of Shares subject to outstanding Options plus the number of Shares previously purchased upon
exercise of Options to exceed the Pool, then each such automatic grant shall be for that number of Shares determined by dividing the total number of Shares remaining available for grant by the number
of Outside Directors on the automatic grant date. No further grants shall be made until such time, if any, as additional Shares become available for grant under the Plan through action of the
stockholders to increase the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously granted hereunder. 




        (c)    Powers of the Board.    Subject to the provisions and restrictions of the Plan, the Board or the Committee
shall have the authority, in its discretion: (i) to determine, upon review of relevant information and in accordance with Section 2(j) of the Plan, the Fair Market Value of the Common
Stock; (ii) to interpret the Plan; (iii) to prescribe, amend and rescind rules and regulations relating to the Plan; (iv) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option previously granted hereunder; and (v) to make all other determinations deemed necessary or advisable for the administration
of the Plan. 


        (d)    Effect of Board's Decision.    All decisions, determinations and interpretations of the Board or the Committee
shall be final. 




        5.    Eligibility.    Options may be granted only to Outside Directors. All Options shall be automatically granted in
accordance with the terms set forth in Section 4(b) hereof. An Outside Director who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or
Options in accordance with such provisions. 


        The
Plan shall not confer on any Optionee any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any
rights which the Director or the Company may have to terminate his or her directorship at any time. 


        6.    Term of Plan.    The Plan shall become effective upon the earlier to occur of its adoption by the Board or its
approval by the stockholders of the Company as described in Section 16 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under
Section 12 of the Plan. 


        7.    Exercise Price and Consideration. 



        (a)    Exercise Price.    The per Share exercise price for Optioned Stock shall be 100% of the Fair Market Value per
Share on the date of grant of the Option. 


        (b)    Form of Consideration.    The consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Board and may consist entirely of: (i) cash, (ii) check, (iii) promissory note, (iv) other shares which
(x) in the case of Shares acquired upon exercise of an Option either have been owned by the Optionee for 



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more than six (6) months on the date of surrender, or were not acquired directly or indirectly from the Company, and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise
price of the Shares as to which said Option shall be exercised, (v) authorization from the Company to retain from the total number of Shares as to which the Option is exercised that number of
Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (vi) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, (vii) by delivering
an irrevocable subscription agreement for the Shares which irrevocably obligates the Optionee to take and pay for the Shares not more than twelve (12) months after the date of delivery of the
subscription agreement, (viii) any combination of the foregoing methods of payment, or (ix) such other consideration and method of payment for the issuance of Shares to the extent
permitted by applicable law. 




        8.    Exercise of Option.    



        (a)    Procedure for Exercise; Rights as a Stockholder.    Any Option granted hereunder shall be exercisable at such
times as are set forth in Section 4(b) hereof; provided, however, that no Options shall be exercisable until stockholder approval of the Plan in accordance with Section 16 hereof has
been obtained. 




        An
Option may not be exercised for a fraction of a share. 


        An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise
the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable
under Section 7(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan. 


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



        (b)    Rule 16b-3.    Options granted to Outside Directors must comply with the applicable
provisions of Rule 16b-3 promulgated under the Exchange Act or any successor thereto and shall contain such additional conditions or restrictions as may be required thereunder to
qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 


        (c)    Termination of Status as a Service Provider.    If an Outside Director ceases to be a Service Provider, he or
she may, but only within three (3) months after the date he or she ceases to be a Service Provider, exercise an Option to the extent that he or she was entitled to exercise it at the date of
such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its ten (10) year term has expired. To the extent that the Optionee was not entitled to exercise
an Option at the date of such termination, or if the Optionee does not exercise such Option (which he or she was entitled to exercise) within the time specified herein, the Option shall terminate. 


        (d)    Disability of Optionee.    Notwithstanding the provisions of Section 8(c) above, in the event an
Optionee is unable to continue as a Service Provider as a result of the Optionee's total 



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and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may, but only within six (6) months from the date of termination, exercise an Option to the extent that
he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its ten (10) year term has expired. To the
extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option (which he or she was entitled to exercise) within the time
specified herein, the Option shall terminate. 


        (e)    Death of Optionee.    In the event of the death of an Optionee, the Option may be exercised, at any time within
six (6) months following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right
to exercise that had accrued at the date of death. Notwithstanding the foregoing, in no event may the Option be exercised after its ten (10) year term has expired. 




        9.    Non-Transferability of Options.    The Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 



        10.    Adjustments Upon Changes in Capitalization, Liquidation or Merger.  



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



        (b)    Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, all
outstanding Options will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such
instances, declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or her Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. 



        (c)    Merger or Asset Sale.    In the event of a merger of the Company with or into another corporation or the sale
of substantially all of the assets of the Company, outstanding Options may be assumed or equivalent options may be substituted by the successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation"). If an Option is assumed or substituted for, the Option or equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the
Optionee is a Service Provider of the Company or of the Successor Corporation. Following such assumption or substitution, if the Optionee's status as a Service Provider of the Company or of the
Successor Corporation, as applicable, is terminated other than upon a voluntary resignation by the Optionee, the Option or option shall become fully exercisable, including as to Shares for which it
would not otherwise be exercisable. Thereafter, the Option or option shall remain exercisable in accordance with Sections 8(c) through (e) above. 



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        If
the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option, the Option shall become fully vested and exercisable, including as to Shares
for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and upon the expiration of such period the Option shall terminate. 


        For
the purposes of this Section 10(c), an Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for
each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares). If such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 


        11.    Amendment and Termination of the Plan.    



        (a)    Amendment and Termination.    The Board may at any time amend, alter, suspend or discontinue the Plan, but no
amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the
extent necessary and desirable to comply with any applicable law or regulation, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required. 


        (b)    Effect of Amendment or Termination.    Any such amendment or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated. 




        12.    Time of Granting Options.    The date of grant of an Option or Right shall, for all purposes, be the date
determined in accordance with Section 4(b) hereof. Notice of the determination shall be given to each Outside Director to whom an Option is so granted within a reasonable time after the date of
such grant. 


        13.    Conditions Upon Issuance of Shares.    Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such compliance. 



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


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


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        15.    Option Agreement.    Options shall be evidenced by written option agreements in such form as the Board shall
approve. 


        16.    Stockholder Approval.    Continuance of the Plan shall be subject to approval by the stockholders of the
Company at or prior to the first annual meeting of stockholders subsequent to the granting of an Option hereunder. Such stockholder approval shall be obtained in the manner and to the degree required
under applicable state and federal law. 


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EXHIBIT 10.10