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                                                                   EXHIBIT 10.15
 
                              NEOMAGIC CORPORATION
                      1998 NONSTATUTORY STOCK OPTION PLAN
 
    1.  PURPOSES OF THE PLAN.  The purposes of this Nonstatutory Stock Option
Plan are:
 
       - to attract and retain the best available personnel for positions of
         substantial responsibility,
 
       - to provide additional incentive to Employees, Directors and
         Consultants, and
 
       - to promote the success of the Company's business.
 
    Options granted under the Plan will be Nonstatutory Stock Options.
 
    2.  DEFINITIONS.  As used herein, the following definitions shall apply:
 
        (a) "ADMINISTRATOR" means the Board or any of its Committees as shall be
    administering the Plan, in accordance with Section 4 of the Plan.
 
        (b) "APPLICABLE LAWS" means the requirements relating to the
    administration of stock option plans under U.S. state corporate laws, U.S.
    federal and state securities laws, the Code, any stock exchange or quotation
    system on which the Common Stock is listed or quoted and the applicable laws
    of any foreign country or jurisdiction where Options are, or will be,
    granted under the Plan.
 
        (c) "BOARD" means the Board of Directors of the Company.
 
        (d) "CODE" means the Internal Revenue Code of 1986, as amended.
 
        (e) "COMMITTEE" means a committee of Directors appointed by the Board in
    accordance with Section 4 of the Plan.
 
        (f) "COMMON STOCK" means the Common Stock of the Company.
 
        (g) "COMPANY" means NeoMagic Corporation, a Delaware corporation.
 
        (h) "CONSULTANT" means any person, including an advisor, engaged by the
    Company or a Parent or Subsidiary to render services to such entity.
 
        (i) "DIRECTOR" means a member of the Board.
 
        (j) "DISABILITY" means total and permanent disability as defined in
    Section 22(e)(3) of the Code.
 
        (k) "EMPLOYEE" means any person, including Officers, employed by the
    Company or any Parent or Subsidiary of the Company. A Service Provider shall
    not cease to be an Employee in the case of (i) any leave of absence approved
    by the Company or (ii) transfers between locations of the Company or between
    the Company, its Parent, any Subsidiary, or any successor. Neither service
    as a Director nor payment of a director's fee by the Company shall be
    sufficient to constitute "employment" by the Company.
 
        (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
    amended.
 
        (m) "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 Nasdaq
       National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
       its Fair Market Value shall be the closing sales price for such stock (or
       the closing bid, if no sales were reported) as quoted on such exchange or
       system for the last market trading day prior to the time of
       determination, as reported in THE WALL STREET JOURNAL or such other
       source as the Administrator deems reliable;
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            (ii) If the Common Stock is 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 bid
       and low asked prices for the Common Stock on the last market trading day
       prior to the day of determination, as reported in THE WALL STREET JOURNAL
       or such other source as the Administrator deems reliable;
 
           (iii) In the absence of an established market for the Common Stock,
       the Fair Market Value shall be determined in good faith by the
       Administrator.
 
        (n) "NOTICE OF GRANT" means a written or electronic notice evidencing
    certain terms and conditions of an individual Option grant. The Notice of
    Grant is part of the Option Agreement.
 
        (o) "OFFICER" means a person who is an officer of the Company within the
    meaning of Section 16 of the Exchange Act and the rules and regulations
    promulgated thereunder.
 
        (p) "OPTION" means a nonstatutory stock option granted pursuant to the
    Plan, that is not intended to qualify as an incentive stock option within
    the meaning of Section 422 of the Code and the regulations promulgated
    thereunder.
 
        (q) "OPTION AGREEMENT" means an agreement between the Company and an
    Optionee evidencing the terms and conditions of an individual Option grant.
    The Option Agreement is subject to the terms and conditions of the Plan.
 
        (r) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding
    options are surrendered in exchange for options with a lower exercise price.
 
        (s) "OPTIONED STOCK" means the Common Stock subject to an Option.
 
        (t) "OPTIONEE" means the holder of an outstanding Option granted under
    the Plan.
 
        (u) "PARENT" means a "parent corporation," whether now or hereafter
    existing, as defined in Section 424(e) of the Code.
 
        (v) "PLAN" means this 1998 Nonstatutory Stock Option Plan.
 
        (w) "SERVICE PROVIDER" means an Employee including an Officer,
    Consultant or Director.
 
        (x) "SHARE" means a share of the Common Stock, as adjusted in accordance
    with Section 12 of the Plan.
 
        (y) "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 12 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 2,500,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock.
 
    If an Option expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).
 
    4.  ADMINISTRATION OF THE PLAN.
 
    (a)  ADMINISTRATION.  The Plan shall be administered by (i) the Board or
(ii) a Committee, which committee shall be constituted to satisfy Applicable
Laws.
 
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    (b)  POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:
 
        (i) to determine the Fair Market Value of the Common Stock;
 
        (ii) to select the Service Providers to whom Options may be granted
    hereunder;
 
       (iii) to determine whether and to what extent Options are granted
    hereunder;
 
        (iv) to determine the number of shares of Common Stock to be covered by
    each Option granted hereunder;
 
        (v) to approve forms of agreement for use under the Plan;
 
        (vi) to determine the terms and conditions, not inconsistent with the
    terms of the Plan, of any award granted hereunder. Such terms and conditions
    include, but are not limited to, the exercise price, the time or times when
    Options may be exercised (which may be based on performance criteria), any
    vesting acceleration or waiver of forfeiture restrictions, and any
    restriction or limitation regarding any Option or the shares of Common Stock
    relating thereto, based in each case on such factors as the Administrator,
    in its sole discretion, shall determine;
 
       (vii) to reduce the exercise price of any Option to the then current Fair
    Market Value if the Fair Market Value of the Common Stock covered by such
    Option shall have declined since the date the Option was granted;
 
      (viii) to institute an Option Exchange Program;
 
        (ix) to construe and interpret the terms of the Plan and awards granted
    pursuant to the Plan;
 
        (x) to prescribe, amend and rescind rules and regulations relating to
    the Plan, including rules and regulations relating to sub-plans established
    for the purpose of qualifying for preferred tax treatment under foreign tax
    laws;
 
        (xi) to modify or amend each Option (subject to Section 14(b) of the
    Plan), including the discretionary authority to extend the post-termination
    exercisability period of Options longer than is otherwise provided for in
    the Plan;
 
       (xii) to authorize any person to execute on behalf of the Company any
    instrument required to effect the grant of an Option previously granted by
    the Administrator;
 
      (xiii) to determine the terms and restrictions applicable to Options;
 
       (xiv) to allow Optionees to satisfy withholding tax obligations by
    electing to have the Company withhold from the Shares to be issued upon
    exercise of an Option that number of Shares having a Fair Market Value equal
    to the amount required to be withheld. The Fair Market Value of the Shares
    to be withheld shall be determined on the date that the amount of tax to be
    withheld is to be determined. All elections by an Optionee to have Shares
    withheld for this purpose shall be made in such form and under such
    conditions as the Administrator may deem necessary or advisable; and
 
       (xv) to make all other determinations deemed necessary or advisable for
    administering the Plan.
 
    (c)  EFFECT OF ADMINISTRATOR'S DECISION.  The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.
 
    5.  ELIGIBILITY.  Options may be granted to Service Providers except
Officers and Directors; provided, however, that Options may be granted to an
Officer in connection with the Officer's initial employment by the Company.
 
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    6.  LIMITATION.  Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such relationship at any
time, with or without cause.
 
    7.  TERM OF PLAN.  The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for ten (10) years, unless sooner terminated
under Section 14 of the Plan.
 
    8.  TERM OF OPTION.  The term of each Option shall be stated in the Option
Agreement.
 
    9.  OPTION EXERCISE PRICE AND CONSIDERATION.
 
    (a)  EXERCISE PRICE.  The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator.
 
    (b)  WAITING PERIOD AND EXERCISE DATES.  At the time an Option is granted,
the Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions which must be satisfied before the Option may
be exercised.
 
    (c)  FORM OF CONSIDERATION.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:
 
        (i) cash;
 
        (ii) check;
 
       (iii) promissory note;
 
        (iv) other Shares which (A) in the case of Shares acquired upon exercise
    of an option, have been owned by the Optionee for more than six months on
    the date of surrender, and (B) 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) consideration received by the Company under a cashless exercise
    program implemented by the Company in connection with the Plan;
 
        (vi) a reduction in the amount of any Company liability to the Optionee,
    including any liability attributable to the Optionee's participation in any
    Company-sponsored deferred compensation program or arrangement;
 
       (vii) such other consideration and method of payment for the issuance of
    Shares to the extent permitted by Applicable Laws; or
 
      (viii) any combination of the foregoing methods of payment.
 
    10.  EXERCISE OF OPTION.
 
    (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.  Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vestings
of Options granted hereunder shall be tolled during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share.
 
    An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the
 
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Shares are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.
 
    Exercising an Option in any manner shall decrease the number of Shares
thereafter 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)  TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER.  If an Optionee
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option, but only within such
period of time as is specified in the Option Agreement, and only to the extent
that the Option is vested on the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Option Agreement).
In the absence of a specified time in the Option Agreement, the Option shall
remain exercisable for three (3) months following the Optionee's termination.
If, on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
 
    (c)  DISABILITY OF OPTIONEE.  If an Optionee ceases to be a Service Provider
as a result of the Optionee's Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement, to
the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
 
    (d)  DEATH OF OPTIONEE.  If an Optionee dies while a Service Provider, the
Option may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
 
    (e)  BUYOUT PROVISIONS.  The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.
 
    11.  NON-TRANSFERABILITY OF OPTIONS.  Unless determined otherwise by the
Administrator, an 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. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.
 
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    12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.
 
    (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock 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 of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock 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 of Common Stock 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 of Common Stock subject to an Option.
 
    (b)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable prior to the effective date of such proposed transaction.
The Administrator in its discretion may provide for an Optionee to have the
right to exercise his or her Option until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.
 
    (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, each outstanding Option shall be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing or electronically that the Option shall be fully vested and
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option shall terminate upon the expiration of such period. For the purposes
of this paragraph, the Option shall be considered assumed if, following the
merger or sale of assets, the option or right confers the right to purchase or
receive, for each Share of Optioned Stock, 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); provided, however, that 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 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.
 
    13.  DATE OF GRANT.  The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by
 
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the Administrator. Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.
 
    14.  AMENDMENT AND TERMINATION OF THE PLAN.
 
    (a)  AMENDMENT AND TERMINATION.  The Board may at any time amend, alter,
suspend or terminate the Plan.
 
    (b)  EFFECT OF AMENDMENT OR TERMINATION.  No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to options granted under the
Plan prior to the date of such termination.
 
    15.  CONDITIONS UPON ISSUANCE OF SHARES.
 
    (a)  LEGAL COMPLIANCE.  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 shall comply with Applicable Laws and shall be further subject to
the approval of counsel for the Company with respect to such compliance.
 
    (b)  INVESTMENT REPRESENTATIONS.  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.
 
    16.  INABILITY TO OBTAIN AUTHORITY.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.
 
    17.  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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