**EXHIBIT
      10.2**


**Award
      Number: ____**




**PERICOM
        SEMICONDUCTOR CORPORATION**


**2001
      STOCK INCENTIVE PLAN**




**RESTRICTED
      STOCK AWARD GRANT NOTICE AND**


**RESTRICTED
      STOCK AWARD AGREEMENT**




Pericom
      Semiconductor Corporation, a California corporation, (the “ **Company** ”),
      pursuant to its 2001 Stock Incentive Plan, as amended from time to time (the
      “ **Plan** ”),
      hereby grants to the individual listed below (the “ **Grantee** ”),
      the
      number of shares of the Company’s Common Stock set forth below
      (the “ **Shares** ”).
      This
      Restricted Stock Award is subject to all of the terms and conditions as set
      forth herein and in the Restricted Stock Award Agreement that is attached hereto
      (the “ **Restricted
      Stock Award Agreement** ”)
      (including without limitation the Restrictions on the Shares set forth in the
      Restricted Stock Award Agreement) and the Plan, each of which is incorporated
      herein by reference. Unless otherwise defined herein, the terms defined in
      the
      Plan shall have the same defined meanings in this Grant Notice and the
      Restricted Stock Award Agreement.




**Grantee:****Date
                of Grant:****Total
                Number of Shares of Restricted Stock:**
            
            Shares**Purchase
                Price:**
            
            $_______________________________________________________________**Vesting
                Schedule:**
            
            [To
                be specified in individual Grant Notices. Note that Awards must vest
                over
                a period of not less than 4 years] Subject to the Grantee’s Continuous
                Service and other limitation set forth in this Grant Notice, the
                Plan and
                the Restricted Stock Award Agreement, this Award shall vest in accordance
                with the Vesting Schedule.





THE
      GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED
      STOCK
      AWARD SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS
      SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE RESTRICTED STOCK
      AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
      AGREES THAT NOTHING IN THIS NOTICE, THE RESTRICTED STOCK AWARD AGREEMENT, OR
      THE
      PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS
      OR
      CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY
      WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE GRANTEE’S EMPLOYER TO TERMINATE
      GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.
      THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT
      AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE’S STATUS IS AT
      WILL




The
      Grantee acknowledges receipt of a copy of the Plan and the Restricted Stock
      Award Agreement, and represents that he or she is familiar with the terms and
      provisions thereof, and hereby accepts the Restricted Stock Award subject to
      all
      of the terms and provisions hereof and thereof. The Grantee has reviewed this
      Grant Notice, the Plan, and the Restricted Stock Award Agreement in their
      entirety, has had an opportunity to obtain the advice of counsel prior to
      executing this Grant Notice, and fully understands all provisions of this Grant
      Notice, the Plan and the Restricted Stock Award Agreement. The Grantee hereby
      agrees to accept as binding, conclusive and final all decisions or
      interpretations of the Administrator of the Plan upon any questions arising
      under the Plan, this Grant Notice or the Restricted Stock Award Agreement,
      and
      separately hereby agrees that all disputes arising out of or relating to this
      Grant Notice, the Plan and the Restricted Stock Award Agreement shall be
      resolved in accordance with Section 11 of the Restricted Stock Award Agreement.
      The Grantee further agrees to notify the Company upon any change in the
      residence address indicated in this Grant Notice. [If the Grantee is married,
      his or her spouse has signed the Consent of Spouse attached to this Grant
      Notice.]








**PERICOM
                SEMICONDUCTOR CORPORATION:**
            
            **GRANTEE:**By:
            
            
            By:Print
                Name:
            
            
            Print Name:Title:Address:
            
            
            Address:







**PERICOM
      SEMICONDUCTOR CORPORATION**


**2001
      STOCK INCENTIVE PLAN**


**RESTRICTED
      STOCK AWARD AGREEMENT**




1.  Award
      of Restricted Stock .




(a)  Award .
      In
      consideration of the Grantee’s agreement to remain in the service or employ of
      Pericom Semiconductor Corporation, a California corporation (the “ **Company** ”),
      or a
      Related Entity and for other good and valuable consideration, the Company hereby
      grants as of the Date of Grant set forth in the Restricted Stock Award Grant
      Notice (the “ **Grant
      Notice** ”)
      to the
      Grantee (the “ **Grantee** ”)
      named
      in the Grant Notice an award (the “ **Award** ”)
      with
      respect to the number of shares of Common Stock set forth in the Grant Notice,
      subject to the terms and provisions of the Grant Notice, this Restricted Stock
      Award Agreement (this “ **Agreement** ”)
      and
      the Company’s 2001 Stock Incentive Plan, as amended from time to time (the
“ **Plan** ”).




(b)  Definitions .
      All
      capitalized terms used in this Agreement without definition shall have the
      meanings ascribed in the Plan and the Grant Notice.




(c)  Incorporation
      of Terms of Plan .
      The
      Award is subject to the terms and conditions of the Plan which are incorporated
      herein by reference. In the event of any inconsistency between the Plan and
      this
      Agreement, the terms of the Plan shall control.




(d)  Purchase
      Price; Book Entry Form .
      The
      purchase price of the Shares is set forth on the Grant Notice. At the sole
      discretion of the Administrator, the Shares will be issued in either (i)
      uncertificated form, with the Shares recorded in the name of the Grantee in
      the
      books and records of the Company’s transfer agent with appropriate notations
      regarding the restrictions on transfer imposed pursuant to this Agreement,
      and
      upon vesting and the satisfaction of all conditions set forth in Section 2(d)
      hereof, the Company shall cause certificates representing the Shares to be
      issued to the Grantee; or (ii) certificate form pursuant to the terms of
      Sections 1(e) and 1(f) hereof.




(e)  Legend .
      Certificates representing Shares issued pursuant to this Agreement shall, until
      all restrictions on transfer imposed pursuant to this Agreement lapse or shall
      have been removed and new certificates are issued, bear the following legend
      (or
      such other legend as shall be determined by the Administrator):




"THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
      REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN
      RESTRICTED STOCK AWARD AGREEMENT, DATED [____________ __, 200_], BY AND BETWEEN PERICOM
      SEMICONDUCTOR CORPORATION AND THE
      REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR
      INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
      OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
      OF SUCH AGREEMENT.”


(f)  Escrow .
      The
      Secretary of the Company or such other escrow holder as the Administrator may
      appoint may retain physical custody of the certificates representing the Shares
      until all of the restrictions on transfer imposed pursuant to this Agreement
      lapse or shall have been removed; in such event the Grantee shall not retain
      physical custody of any certificates representing unvested Shares issued to
      him
      or her.







2.  Restrictions .




(a)  Forfeiture .
      Any
      Award which is not vested as of the date the Grantee ceases to be an Employee
      or
      Consultant shall thereupon be forfeited immediately and without any further
      action by the Company. For purposes of this Agreement, “ **Restrictions** ”
shall
      mean the restrictions on sale or other transfer set forth in Section 4 hereof
      and the exposure to forfeiture set forth in this Section 2(a).




(b)  Vesting
      and Lapse of Restrictions .
      Subject
      to Sections 2(a) and 2(c) hereof, the Award shall vest and Restrictions shall
      lapse in accordance with the vesting schedule set forth on the Grant Notice.
      During any authorized leave of absence, the Award shall cease to vest after
      the
      leave of absence exceeds a period of ninety (90) days. Vesting shall resume
      upon
      the Grantee’s termination of the leave of absence and return to service to the
      Company or a Related Entity. In the event of the Grantee’s change in status from
      Employee to Consultant or from an Employee whose customary employment is 20
      hours or more per week to an Employee whose customary employment is fewer than
      20 hours per week, vesting of the Award shall continue only to the extent
      determined by the Administrator as of such change in status.




(c)  Acceleration
      of Vesting .
      Notwithstanding Sections 2(a) and 2(b), the Award shall be subject to the
      provisions of Section 11 of the Plan relating to vesting acceleration in
      connection with a Corporate Transaction, Change in Control or Related Entity
      Disposition and, as applicable, non-assumption or replacement of the Award
      or
      specified termination of the Grantee’s Continuous Service.




(d)  Tax
      Withholding; Conditions to Issuance of Certificates .
      Notwithstanding any other provision of this Agreement (including without
      limitation Section 2(b)):




(i)  No
      certificates representing Shares shall be delivered to the Grantee or his or
      her
      legal representative unless and until the Grantee or his or her legal
      representative shall have paid to the Company the full amount of all federal
      and
      state withholding or other taxes applicable to the taxable income of the Grantee
      resulting from the grant of Shares or the lapse or removal of the Restrictions.
      Upon vesting of the Award, the Company or the Grantee’s employer may offset or
      withhold (from any amount owed by the Company or the Grantee’s employer to the
      Grantee) or collect from the Grantee or his or her legal representative an
      amount sufficient to satisfy such tax obligations and/or the employer’s
      withholding obligations.




(ii)  The
      Company shall not be required to issue or deliver any certificate or
      certificates for any Shares prior to the fulfillment of all of the following
      conditions: (A) the admission of the Shares to listing on all stock exchanges
      on
      which such Common Stock is then listed, (B) the completion of any registration
      or other qualification of the Shares under any state or federal law or under
      rulings or regulations of the Securities and Exchange Commission or other
      governmental regulatory body, which the Administrator shall, in its sole and
      absolute discretion, deem necessary and advisable, (C) the obtaining of any
      approval or other clearance from any state or federal governmental agency that
      the Administrator shall, in its absolute discretion, determine to be necessary
      or advisable and (D) the lapse of any such reasonable period of time following
      the date the Restrictions lapse as the Administrator may from time to time
      establish for reasons of administrative convenience.




3.  Section
      83(b) Election .
      The
      Grantee understands that Section 83(a) of the Code taxes as ordinary income
      the difference between the amount, if any, paid for the Shares and the Fair
      Market Value of such Shares at the time the Restrictions on such Shares lapse.
      The Grantee understands that, notwithstanding the preceding sentence, the
      Grantee may elect to be taxed at the time of the date of grant, rather that
      at
      the time the Restrictions lapse, by filing an election under Section 83(b)
      of the Code (an “ **83(b)
      Election** ”)
      with
      the Internal Revenue Service within 30 days of the date of grant. In the event
      the Grantee files an 83(b) Election, the Grantee will recognize ordinary income
      in an amount equal to the difference between the amount, if any, paid for the
      Shares and the Fair Market Value of such shares as of the date of grant. The
      Grantee further understands that an additional copy of such 83(b) Election
      form
      should be filed with his or her federal income tax return for the calendar
      year
      in which the date of this Agreement falls. The Grantee acknowledges that the
      foregoing is only a summary of the effect of United States federal income
      taxation with respect to the Award hereunder, and does not purport to be
      complete. THE GRANTEE
      FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE
      GRANTEE’S 83( b )
      ELECTION, AND THE COMPANY HAS DIRECTED THE GRANTEE TO SEEK INDEPENDENT ADVICE
      REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME
      TAX
      LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE GRANTEE MAY
      RESIDE, AND THE TAX CONSEQUENCES OF THE GRANTEE’S DEATH.







4.  Restricted
      Stock Not Transferable .
      No
      Shares that are subject to Restrictions or any interest or right therein or
      part
      thereof shall be liable for the debts, contracts or engagements of the Grantee
      or his or her successors in interest or shall be subject to disposition by
      transfer, alienation, anticipation, pledge, encumbrance, assignment or any
      other
      means whether such disposition be voluntary or involuntary or by operation
      of
      law by judgment, levy, attachment, garnishment or any other legal or equitable
      proceedings (including bankruptcy), and any attempted disposition thereof shall
      be null and void and of no effect; *provided,
      however,* that
      this Section 4 notwithstanding, with the consent of the Administrator, the
      Shares may be transferred by gift or domestic relations order to members of
      the
      Grantee’s Immediate Family as may be expressly approved by the Administrator,
      pursuant to any such conditions and procedures the Administrator may
      require.




5.  Rights
      as Shareholder .
      Except
      as otherwise provided herein, upon the date of grant the Grantee shall have
      all
      the rights of a shareholder with respect to the Shares, subject to the
      Restrictions herein, including the right to vote the Shares and the right to
      receive any cash or stock dividends paid to or made with respect to the Shares; *provided,
      however,* that at
      the discretion of the Company, and prior to the delivery of Shares, the Grantee
      may be required to execute a shareholders agreement in such form as shall be
      determined by the Company.




6.  Not
      a
      Contract of Employment .
      Nothing
      in this Agreement or in the Plan shall confer upon the Grantee any right to
      continue to serve as an Employee or Consultant of the Company or any of its
      Related Entities.




7.  Entire
      Agreement: Governing Law .
      The
      Grant Notice, the Plan and this 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 the Grantee
      with respect to the subject matter hereof, and may not be modified adversely
      to
      the Grantee’s interest except by means of a writing signed by the Company and
      the Grantee. Nothing in the Grant Notice, the Plan and this Agreement (except
      as
      expressly provided therein) is intended to confer any rights or remedies on
      any
      persons other than the parties. The Grant Notice, the Plan and this Agreement
      are to be construed in accordance with and governed by the internal laws of
      the
      State of California (as permitted by Section 1646.5 of the California Civil
      Code, or any similar successor provision) without giving effect to any choice
      of
      law rule that would cause the application of the laws of any jurisdiction other
      than the internal laws of the State of California to the rights and duties
      of
      the parties. Should any provision of the Grant Notice, the Plan or this
      Agreement be determined by a court of law to be illegal or unenforceable, such
      provision shall be enforced to the fullest extent allowed by law and the other
      provisions shall nevertheless remain effective and shall remain
      enforceable.




8.  Conformity
      to Securities Laws .
      The
      Grantee acknowledges that the Plan and this Agreement are intended to conform
      to
      the extent necessary with all provisions of the Securities Act of 1933, as
      amended, and the Exchange Act, and any and all regulations and rules promulgated
      thereunder by the Securities and Exchange Commission, including, without
      limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein
      to the contrary, the Plan shall be administered, and the Awards are granted,
      only in such a manner as to conform to such laws, rules and regulations. To
      the
      extent permitted by applicable law, the Plan and this Agreement shall be deemed
      amended to the extent necessary to conform to such laws, rules and
      regulations.







9.  Amendment,
      Suspension and Termination .
      To the
      extent permitted by the Plan, this Agreement may be wholly or partially amended
      or otherwise modified, suspended or terminated at any time or from time to
      time
      by the Administrator or the Board *,
      provided,* that,
      except as may otherwise be provided by the Plan, no amendment, modification,
      suspension or termination of this Agreement shall affect the Award without
      the
      prior written consent of the Grantee.




10.  Headings .
      The
      captions used in the Grant Notice and this Agreement are inserted for
      convenience and shall not be deemed a part of the Award for construction or
      interpretation.




11.  Dispute
      Resolution .
      The
      provisions of this Section 11 shall be the exclusive means of resolving disputes
      arising out of or relating to the Grant Notice, the Plan and this Agreement.
      The
      Company, the Grantee, and the Grantee’s assignees pursuant to Section 4 hereof
      (the “ **Parties** ”)
      shall
      attempt in good faith to resolve any disputes arising out of or relating to
      the
      Grant Notice, the Plan and this Agreement by negotiation between individuals
      who
      have authority to settle the controversy. Negotiations shall be commenced by
      either Party by notice of a written statement of the Party’s position and the
      name and title of the individual who will represent the Party. Within thirty
      (30) days of the written notification, the Parties shall meet at a mutually
      acceptable time and place, and thereafter as often as they reasonably deem
      necessary, to resolve the dispute. If the dispute has not been resolved by
      negotiation, the Parties agree that any suit, action, or proceeding arising
      out
      of or relating to the Grant Notice, the Plan or this Agreement shall be brought
      in the United States District Court for the Northern District of California
      located in the City of San Jose, California (or should such court lack
      jurisdiction to hear such action, suit or proceeding, in a California state
      court in the County of Santa Clara) and that the Parties shall submit to the
      jurisdiction of such court. The Parties irrevocably waive, to the fullest extent
      permitted by law, any objection the Party may have to the laying of venue for
      any such suit, action or proceeding brought in such court. THE PARTIES ALSO
      EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
      SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 11
      shall for any reason be held invalid or unenforceable, it is the specific intent
      of the Parties that such provisions shall be modified to the minimum extent
      necessary to make it or its application valid and enforceable.




12.  Notices .
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or upon deposit in the United
      States mail by certified mail, (if the parties are within the United States)
      or
      upon deposit for delivery by an internationally recognized express mail courier
      service (for international delivery of notice) with postage and fees prepaid,
      addressed to the Grantee to his or her address shown in the Company records,
      and
      to the Company at its principal executive office.




13.  Successors
      and Assigns .
      The
      Company may assign any of its rights under this Agreement to single or multiple
      assignees, and this Agreement shall inure to the benefit of the successors
      and
      assigns of the Company. Subject to the restrictions on transfer herein set
      forth, this Agreement shall be binding upon the Grantee and his or her heirs,
      executors, administrators, successors and assigns.





**CONSENT
      OF SPOUSE**




I,
      ____________________, spouse of _______________, have read and approve the
      foregoing Restricted Stock Award Agreement (the “Agreement”). In consideration
      of issuing to my spouse the shares of the common stock of Pericom Semiconductor
      Corporation set forth in the Agreement, I hereby appoint my spouse as my
      attorney-in-fact in respect to the exercise of any rights under the Agreement
      and agree to be bound by the provisions of the Agreement insofar as I may have
      any rights in said Agreement or any shares of the common stock of Pericom
      Semiconductor Corporation issued pursuant thereto under the community property
      laws or similar laws relating to marital prop-erty in effect in the state of
      our
      residence as of the date of the signing of the foregoing Agreement.


Dated:
                  _______________, _____Signature
                  of Spouse







**Award
      Number:**




**PERICOM
        SEMICONDUCTOR CORPORATION**


**2004
      STOCK INCENTIVE PLAN**




**RESTRICTED
      STOCK AWARD GRANT NOTICE AND**


**RESTRICTED
      STOCK AWARD AGREEMENT**




Pericom
      Semiconductor Corporation, a California corporation, (the “ **Company** ”),
      pursuant to its 2004 Stock Incentive Plan, as amended from time to time (the
      “ **Plan** ”),
      hereby grants to the individual listed below (the “ **Grantee** ”),
      the
      number of shares of the Company’s Common Stock set forth below
      (the “ **Shares** ”).
      This
      Restricted Stock Award is subject to all of the terms and conditions as set
      forth herein and in the Restricted Stock Award Agreement that is attached hereto
      (the “ **Restricted
      Stock Award Agreement** ”)
      (including without limitation the Restrictions on the Shares set forth in the
      Restricted Stock Award Agreement) and the Plan, each of which is incorporated
      herein by reference. Unless otherwise defined herein, the terms defined in
      the
      Plan shall have the same defined meanings in this Grant Notice and the
      Restricted Stock Award Agreement.




**Grantee:****Date
                of Grant:****Total
                Number of Shares of Restricted Stock:**
            
            Shares**Purchase
                Price:**
            
            $_______________________________________________________**Vesting
                Schedule:**
            
            [To
                be specified in individual Grant Notices. Note that Awards must vest
                over
                a period of not less than 4 years.] Subject to the Grantee’s Continuous
                Service and other limitation set forth in this Grant Notice, the
                Plan and
                the Restricted Stock Award Agreement, this Award shall vest in accordance
                with the Vesting Schedule.





THE
      GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED
      STOCK
      AWARD SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS
      SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE RESTRICTED STOCK
      AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND
      AGREES THAT NOTHING IN THIS NOTICE, THE RESTRICTED STOCK AWARD AGREEMENT, OR
      THE
      PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS
      OR
      CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY
      WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE GRANTEE’S EMPLOYER TO TERMINATE
      GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.
      THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT
      AGREEMENT WITH THE COMPANY TO THE CONTRARY, GRANTEE’S STATUS IS AT
      WILL




The
      Grantee acknowledges receipt of a copy of the Plan and the Restricted Stock
      Award Agreement, and represents that he or she is familiar with the terms and
      provisions thereof, and hereby accepts the Restricted Stock Award subject to
      all
      of the terms and provisions hereof and thereof. The Grantee has reviewed this
      Grant Notice, the Plan, and the Restricted Stock Award Agreement in their
      entirety, has had an opportunity to obtain the advice of counsel prior to
      executing this Grant Notice, and fully understands all provisions of this Grant
      Notice, the Plan and the Restricted Stock Award Agreement. The Grantee hereby
      agrees to accept as binding, conclusive and final all decisions or
      interpretations of the Administrator of the Plan upon any questions arising
      under the Plan, this Grant Notice or the Restricted Stock Award Agreement,
      and
      separately hereby agrees that all disputes arising out of or relating to this
      Grant Notice, the Plan and the Restricted Stock Award Agreement shall be
      resolved in accordance with Section 11 of the Restricted Stock Award Agreement.
      The Grantee further agrees to notify the Company upon any change in the
      residence address indicated in this Grant Notice. [If the Grantee is married,
      his or her spouse has signed the Consent of Spouse attached to this Grant
      Notice.]





**PERICOM
                  SEMICONDUCTOR CORPORATION:**
              
              **GRANTEE:**By:
              
              
              By:Print
                  Name:
              
              
              Print Name:Title:Address:
              
              
              Address:







**PERICOM
      SEMICONDUCTOR CORPORATION**


**2004
      STOCK INCENTIVE PLAN**


**RESTRICTED
      STOCK AWARD AGREEMENT**




1.  Award
      of Restricted Stock .




(a)  Award .
      In
      consideration of the Grantee’s agreement to remain in the service or employ of
      Pericom Semiconductor Corporation, a California corporation (the “ **Company** ”),
      or a
      Related Entity and for other good and valuable consideration, the Company hereby
      grants as of the Date of Grant set forth in the Restricted Stock Award Grant
      Notice (the “ **Grant
      Notice** ”)
      to the
      Grantee (the “ **Grantee** ”)
      named
      in the Grant Notice an award (the “ **Award** ”)
      with
      respect to the number of shares of Common Stock set forth in the Grant Notice,
      subject to the terms and provisions of the Grant Notice, this Restricted Stock
      Award Agreement (this “ **Agreement** ”)
      and
      the Company’s 2004 Stock Incentive Plan, as amended from time to time (the
“ **Plan** ”).




(b)  Definitions .
      All
      capitalized terms used in this Agreement without definition shall have the
      meanings ascribed in the Plan and the Grant Notice.




(c)  Incorporation
      of Terms of Plan .
      The
      Award is subject to the terms and conditions of the Plan which are incorporated
      herein by reference. In the event of any inconsistency between the Plan and
      this
      Agreement, the terms of the Plan shall control.




(d)  Purchase
      Price; Book Entry Form .
      The
      purchase price of the Shares is set forth on the Grant Notice. At the sole
      discretion of the Administrator, the Shares will be issued in either (i)
      uncertificated form, with the Shares recorded in the name of the Grantee in
      the
      books and records of the Company’s transfer agent with appropriate notations
      regarding the restrictions on transfer imposed pursuant to this Agreement,
      and
      upon vesting and the satisfaction of all conditions set forth in Section 2(d)
      hereof, the Company shall cause certificates representing the Shares to be
      issued to the Grantee; or (ii) certificate form pursuant to the terms of
      Sections 1(e) and 1(f) hereof.




(e)  Legend .
      Certificates representing Shares issued pursuant to this Agreement shall, until
      all restrictions on transfer imposed pursuant to this Agreement lapse or shall
      have been removed and new certificates are issued, bear the following legend
      (or
      such other legend as shall be determined by the Administrator):




"THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
      REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN
      RESTRICTED STOCK AWARD AGREEMENT, DATED [____________ __, 200_], BY AND BETWEEN PERICOM
      SEMICONDUCTOR CORPORATION AND THE
      REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR
      INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
      OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
      OF SUCH AGREEMENT.”


(f)  Escrow .
      The
      Secretary of the Company or such other escrow holder as the Administrator may
      appoint may retain physical custody of the certificates representing the Shares
      until all of the restrictions on transfer imposed pursuant to this Agreement
      lapse or shall have been removed; in such event the Grantee shall not retain
      physical custody of any certificates representing unvested Shares issued to
      him
      or her.







2.  Restrictions .




(a)  Forfeiture .
      Any
      Award which is not vested as of the date the Grantee ceases to be an Employee
      or
      Consultant shall thereupon be forfeited immediately and without any further
      action by the Company. For purposes of this Agreement, “ **Restrictions** ”
shall
      mean the restrictions on sale or other transfer set forth in Section 4 hereof
      and the exposure to forfeiture set forth in this Section 2(a).




(b)  Vesting
      and Lapse of Restrictions .
      Subject
      to Sections 2(a) and 2(c) hereof, the Award shall vest and Restrictions shall
      lapse in accordance with the vesting schedule set forth on the Grant Notice.
      During any authorized leave of absence, the Award shall cease to vest after
      the
      leave of absence exceeds a period of ninety (90) days. Vesting shall resume
      upon
      the Grantee’s termination of the leave of absence and return to service to the
      Company or a Related Entity. In the event of the Grantee’s change in status from
      Employee to Consultant or from an Employee whose customary employment is 20
      hours or more per week to an Employee whose customary employment is fewer than
      20 hours per week, vesting of the Award shall continue only to the extent
      determined by the Administrator as of such change in status.




(c)  Acceleration
      of Vesting .
      Notwithstanding Sections 2(a) and 2(b), the Award shall be subject to the
      provisions of Section 11 of the Plan relating to vesting acceleration in
      connection with a Corporate Transaction or Change in Control and, as applicable,
      the non-assumption or replacement of the Award or specified termination of
      the
      Grantee’s Continuous Service.




(d)  Tax
      Withholding; Conditions to Issuance of Certificates .
      Notwithstanding any other provision of this Agreement (including without
      limitation Section 2(b)):




(i)  No
      certificates representing Shares shall be delivered to the Grantee or his or
      her
      legal representative unless and until the Grantee or his or her legal
      representative shall have paid to the Company the full amount of all federal
      and
      state withholding or other taxes applicable to the taxable income of the Grantee
      resulting from the grant of Shares or the lapse or removal of the Restrictions.
      Upon vesting of the Award, the Company or the Grantee’s employer may offset or
      withhold (from any amount owed by the Company or the Grantee’s employer to the
      Grantee) or collect from the Grantee or his or her legal representative an
      amount sufficient to satisfy such tax obligations and/or the employer’s
      withholding obligations.




(ii)  The
      Company shall not be required to issue or deliver any certificate or
      certificates for any Shares prior to the fulfillment of all of the following
      conditions: (A) the admission of the Shares to listing on all stock exchanges
      on
      which such Common Stock is then listed, (B) the completion of any registration
      or other qualification of the Shares under any state or federal law or under
      rulings or regulations of the Securities and Exchange Commission or other
      governmental regulatory body, which the Administrator shall, in its sole and
      absolute discretion, deem necessary and advisable, (C) the obtaining of any
      approval or other clearance from any state or federal governmental agency that
      the Administrator shall, in its absolute discretion, determine to be necessary
      or advisable and (D) the lapse of any such reasonable period of time following
      the date the Restrictions lapse as the Administrator may from time to time
      establish for reasons of administrative convenience.




3.  Section
      83(b) Election .
      The
      Grantee understands that Section 83(a) of the Code taxes as ordinary income
      the difference between the amount, if any, paid for the Shares and the Fair
      Market Value of such Shares at the time the Restrictions on such Shares lapse.
      The Grantee understands that, notwithstanding the preceding sentence, the
      Grantee may elect to be taxed at the time of the date of grant, rather that
      at
      the time the Restrictions lapse, by filing an election under Section 83(b)
      of the Code (an “ **83(b)
      Election** ”)
      with
      the Internal Revenue Service within 30 days of the date of grant. In the event
      the Grantee files an 83(b) Election, the Grantee will recognize ordinary income
      in an amount equal to the difference between the amount, if any, paid for the
      Shares and the Fair Market Value of such shares as of the date of grant. The
      Grantee further understands that an additional copy of such 83(b) Election
      form
      should be filed with his or her federal income tax return for the calendar
      year
      in which the date of this Agreement falls. The Grantee acknowledges that the
      foregoing is only a summary of the effect of United States federal income
      taxation with respect to the Award hereunder, and does not purport to be
      complete. THE GRANTEE
      FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE
      GRANTEE’S 83( b )
      ELECTION, AND THE COMPANY HAS DIRECTED THE GRANTEE TO SEEK INDEPENDENT ADVICE
      REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME
      TAX
      LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE GRANTEE MAY
      RESIDE, AND THE TAX CONSEQUENCES OF THE GRANTEE’S DEATH.







4.  Restricted
      Stock Not Transferable .
      No
      Shares that are subject to Restrictions or any interest or right therein or
      part
      thereof shall be liable for the debts, contracts or engagements of the Grantee
      or his or her successors in interest or shall be subject to disposition by
      transfer, alienation, anticipation, pledge, encumbrance, assignment or any
      other
      means whether such disposition be voluntary or involuntary or by operation
      of
      law by judgment, levy, attachment, garnishment or any other legal or equitable
      proceedings (including bankruptcy), and any attempted disposition thereof shall
      be null and void and of no effect; *provided,
      however,* that
      this Section 4 notwithstanding, the Award shall be transferable (i) by will
      and
      by the laws of descent and distribution, and (ii) during the lifetime of the
      Grantee, to the extent and in the manner authorized by the Administrator.
      Notwithstanding the foregoing, the Grantee may designate one or more
      beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a
      beneficiary designation form provided by the Administrator.




5.  Rights
      as Shareholder .
      Except
      as otherwise provided herein, upon the date of grant the Grantee shall have
      all
      the rights of a shareholder with respect to the Shares, subject to the
      Restrictions herein, including the right to vote the Shares and the right to
      receive any cash or stock dividends paid to or made with respect to the Shares; *provided,
      however,* that at
      the discretion of the Company, and prior to the delivery of Shares, the Grantee
      may be required to execute a shareholders agreement in such form as shall be
      determined by the Company.




6.  Not
      a
      Contract of Employment .
      Nothing
      in this Agreement or in the Plan shall confer upon the Grantee any right to
      continue to serve as an Employee or Consultant of the Company or any of its
      Related Entities.




7.  Entire
      Agreement: Governing Law .
      The
      Grant Notice, the Plan and this 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 the Grantee
      with respect to the subject matter hereof, and may not be modified adversely
      to
      the Grantee’s interest except by means of a writing signed by the Company and
      the Grantee. Nothing in the Grant Notice, the Plan and this Agreement (except
      as
      expressly provided therein) is intended to confer any rights or remedies on
      any
      persons other than the parties. The Grant Notice, the Plan and this Agreement
      are to be construed in accordance with and governed by the internal laws of
      the
      State of California (as permitted by Section 1646.5 of the California Civil
      Code, or any similar successor provision) without giving effect to any choice
      of
      law rule that would cause the application of the laws of any jurisdiction other
      than the internal laws of the State of California to the rights and duties
      of
      the parties. Should any provision of the Grant Notice, the Plan or this
      Agreement be determined by a court of law to be illegal or unenforceable, such
      provision shall be enforced to the fullest extent allowed by law and the other
      provisions shall nevertheless remain effective and shall remain
      enforceable.




8.  Conformity
      to Securities Laws .
      The
      Grantee acknowledges that the Plan and this Agreement are intended to conform
      to
      the extent necessary with all provisions of the Securities Act of 1933, as
      amended, and the Exchange Act, and any and all regulations and rules promulgated
      thereunder by the Securities and Exchange Commission, including, without
      limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein
      to the contrary, the Plan shall be administered, and the Awards are granted,
      only in such a manner as to conform to such laws, rules and regulations. To
      the
      extent permitted by applicable law, the Plan and this Agreement shall be deemed
      amended to the extent necessary to conform to such laws, rules and
      regulations.







9.  Amendment,
      Suspension and Termination .
      To the
      extent permitted by the Plan, this Agreement may be wholly or partially amended
      or otherwise modified, suspended or terminated at any time or from time to
      time
      by the Administrator or the Board *,
      provided,* that,
      except as may otherwise be provided by the Plan, no amendment, modification,
      suspension or termination of this Agreement shall affect the Award without
      the
      prior written consent of the Grantee.




10.  Headings .
      The
      captions used in the Grant Notice and this Agreement are inserted for
      convenience and shall not be deemed a part of the Award for construction or
      interpretation.




11.  Dispute
      Resolution .
      The
      provisions of this Section 11 shall be the exclusive means of resolving disputes
      arising out of or relating to the Grant Notice, the Plan and this Agreement.
      The
      Company, the Grantee, and the Grantee’s assignees pursuant to Section 4 hereof
      (the “ **Parties** ”)
      shall
      attempt in good faith to resolve any disputes arising out of or relating to
      the
      Grant Notice, the Plan and this Agreement by negotiation between individuals
      who
      have authority to settle the controversy. Negotiations shall be commenced by
      either Party by notice of a written statement of the Party’s position and the
      name and title of the individual who will represent the Party. Within thirty
      (30) days of the written notification, the Parties shall meet at a mutually
      acceptable time and place, and thereafter as often as they reasonably deem
      necessary, to resolve the dispute. If the dispute has not been resolved by
      negotiation, the Parties agree that any suit, action, or proceeding arising
      out
      of or relating to the Grant Notice, the Plan or this Agreement shall be brought
      in the United States District Court for the Northern District of California
      located in the City of San Jose, California (or should such court lack
      jurisdiction to hear such action, suit or proceeding, in a California state
      court in the County of Santa Clara) and that the Parties shall submit to the
      jurisdiction of such court. The Parties irrevocably waive, to the fullest extent
      permitted by law, any objection the Party may have to the laying of venue for
      any such suit, action or proceeding brought in such court. THE PARTIES ALSO
      EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
      SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 11
      shall for any reason be held invalid or unenforceable, it is the specific intent
      of the Parties that such provisions shall be modified to the minimum extent
      necessary to make it or its application valid and enforceable.




12.  Notices .
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or upon deposit in the United
      States mail by certified mail, (if the parties are within the United States)
      or
      upon deposit for delivery by an internationally recognized express mail courier
      service (for international delivery of notice) with postage and fees prepaid,
      addressed to the Grantee to his or her address shown in the Company records,
      and
      to the Company at its principal executive office.




13.  Successors
      and Assigns .
      The
      Company may assign any of its rights under this Agreement to single or multiple
      assignees, and this Agreement shall inure to the benefit of the successors
      and
      assigns of the Company. Subject to the restrictions on transfer herein set
      forth, this Agreement shall be binding upon the Grantee and his or her heirs,
      executors, administrators, successors and assigns.





**CONSENT
      OF SPOUSE**




I,
      ____________________, spouse of _______________, have read and approve the
      foregoing Restricted Stock Award Agreement (the “Agreement”). In consideration
      of issuing to my spouse the shares of the common stock of Pericom Semiconductor
      Corporation set forth in the Agreement, I hereby appoint my spouse as my
      attorney-in-fact in respect to the exercise of any rights under the Agreement
      and agree to be bound by the provisions of the Agreement insofar as I may have
      any rights in said Agreement or any shares of the common stock of Pericom
      Semiconductor Corporation issued pursuant thereto under the community property
      laws or similar laws relating to marital prop-erty in effect in the state of
      our
      residence as of the date of the signing of the foregoing Agreement.


Dated:
                    _______________, _____Signature
                    of Spouse