EXHIBIT 10.9

MIPS TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLANadopted by the Board of Directors on May 22, 1998
and approved by the Stockholder on May 22, 1998
(as amended August 27, 1998)
(as amended May 18, 1999 and approved by the Stockholders on October 28, 1999)
(as amended January 26, 2000)

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MIPS TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
adopted by Board of Directors on May 22, 1998
and approved by Stockholder on May 22, 1998
(as amended August 27, 1998)
(as amended May 18, 1999 and approved by the Stockholders on October 28, 1999)
(as amended January 26, 2000)

The following constitutes the provisions of the MIPS Technologies, Inc. Employee Stock Purchase Plan.

1.  PURPOSE.
The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company
through payroll deductions. It is believed that employee participation in ownership of the Company on this basis will be to the mutual benefit of the employees and the Company. It is the intention of
the Company that the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of the Code.

2.  DEFINITIONS.



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3.  ELIGIBILITY.



4.  OFFERING
PERIODS. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on or about each May 1 or
November 1,provided, however, that the Offering Date of the initial Offering Period shall be June 10, 1998. If the Company cannot make an
offer under the Plan on or about any May 1 or November 1 because of restrictions imposed by law, the Company may make an offer as soon as practical after the expiration of such
restrictions. The Board or the Committee shall have the power to change the duration of Offering Periods with respect to future offerings without stockholder approval, if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected.

5.  PARTICIPATION.



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6.  PAYROLL
DEDUCTIONS.



7.  GRANT
OF OPTION.



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8.  EXERCISE
OF OPTION.



9.  DELIVERY.
As promptly as practicable after the Exercise Date of each Offering Period, the Company shall arrange for the shares purchased upon exercise of his or her
option to be electronically credited to the participant's designated brokerage account at one of the securities brokerage firms participating in the Company's direct deposit program from time to time.
Any cash remaining to the credit of a participant's account under the Plan after a purchase by him or her of shares at the Exercise Date of each Offering Period which merely represents a fractional
share shall be credited to the participant's account for the next subsequent Offering Period; any additional cash shall be returned to said participant.

10. WITHDRAWAL;
TERMINATION OF EMPLOYMENT.



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11. AUTOMATIC
TRANSFER TO LOW PRICE OFFERING PERIOD. In the event that the fair market value of the Common Stock is lower on the first day of an Exercise Period (the
"Subsequent Exercise Period") than it was on the first Offering Date for that Offering Period (the "Initial Offering Period"), all participants in the Plan on the first day of the Subsequent Exercise
Period shall be deemed to have withdrawn from the Initial Offering Period on the first day of the Subsequent Exercise Period and to have enrolled as participants in a new Offering Period which begins
on or about that day. A participant may elect to remain in the Initial Offering Period by filing a written statement declaring such election with the Company prior to the time of the automatic change
to the new Offering Period.

12. INTEREST.
No interest shall accrue on the payroll deductions of a participant in the Plan.

13. STOCK.



If
the total number of shares which would otherwise be subject to options granted pursuant to Section 7(a) hereof on the Offering Date of an Offering Period exceeds the number of shares then
available under the Plan (after deduction of all shares for which options have been exercised or are then outstanding), the Company shall make a pro rata allocation of the shares remaining available
for option grant in as uniform and equitable a manner as is practicable. In such event, the Company shall give written notice of such reduction of the number of shares subject to the option to each
participant affected thereby and shall return any excess funds accumulated in each participant's account as soon as practicable after the affected Exercise Date of such Offering Period. Common Stock
to be sold to participants in the Plan may be, at the election of the Company, either treasury shares or shares authorized but unissued.



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14. ADMINISTRATION.
The Plan shall be administered by the Board or the Committee. The Board or the Committee shall have the authority to (i) make all factual
determinations in the administration or interpretation of the Plan, (ii) establish administrative regulations to further the purpose of the Plan, and (iii) take any other action
desirable or necessary to interpret, construe or implement properly the provisions of the Plan. The administration, interpretation or application of the Plan by the Board or the Committee shall be
final, conclusive and binding upon all participants. Members of the Board or the Committee who are eligible Employees are permitted to participate in the Plan, provided that:



15. DESIGNATION
OF BENEFICIARY.



16. RIGHTS
NOT TRANSFERABLE. Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 15 hereof) by the
participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance
with Section 10.

17. USE
OF FUNDS. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.

18. REPORTS.
Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating Employees as soon as
practicable following each Exercise Date. Such statements will set forth the amounts of payroll deductions, the per share purchase price, the number of shares purchased and the remaining cash balance,
if any.

19. ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any
increase or

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decrease in the number of issued shares of Common Stock resulting from a stock split, stock dividend, combination or reclassification of the Common Stock or any other increase or decrease in the
number of 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 issue 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 option.

In
the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each
outstanding option shall be assumed or an equivalent option 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 Board may, in its discretion, shorten any Exercise Periods then in progress by setting a new Exercise Date (the "New Exercise Date") and any
Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10
hereof.

The
Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by
each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into any other corporation.

20. AMENDMENT
OR TERMINATION. The Board may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 and this
Section 20, no such termination will affect options previously granted. Except as provided in Section 19 and this Section 20, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any participant. In addition, to the extent necessary, but only to such extent, to comply with Section 423 of the Code (or any
successor rule or provision or any other applicable law or regulation), the Company shall obtain stockholder approval of an amendment in such a manner and to such a degree as so required.

Without
stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board shall be entitled to change the
Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than
U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant
properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.

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In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the
extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:



Such
modifications or amendments shall not require stockholder approval or the consent of any Plan participants.

21. NOTICES.
All notices or other communications by a participant to the Company in connection with the Plan shall be deemed to have been duly given when received in
the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. Notices given electronically by the Company will be deemed to be written notices
under the Plan.

22. STOCKHOLDER
APPROVAL. The Plan was adopted by the Board on May 22, 1998 and approved by the shareholders of the Company on May 22, 1998 in accordance
with the requirements of Section 423(b)(2) of the Code.

23. CONDITIONS
UPON ISSUANCE OF SHARES. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder, 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, if required by applicable securities laws, the Company may require the participant for whose account the option is being exercised to
represent and warrant at the time of 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 applicable provisions of law.

24. NO
RIGHT TO EMPLOYMENT. Nothing shall confer upon any employee of the Company any right to continued employment with the Company any right to continued employment
with the Company or interfere in any way with the right of the Company to terminate the employment of any of its employees at any time, with or without cause.

25. TERM
OF PLAN. The Plan shall remain in effect until May 22, 2008, unless terminated earlier in accordance with Section 20.

26. GOVERNING
LAW. All rights and obligations under the Plan shall be construed and interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws.

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|MIPS Technologies Inc.               |  | EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
|------------------------------------ |  | ---------------------------------------------------
|                                    
|EMPLOYEE LAST NAME   FIRST NAME   MI |  | SOCIAL SECURITY #                                  
|                                     |  |                                                    
|                                    
|DAYTIME TELEPHONE NUMBER             |  | OFFICE LOCATION                                    
|                                     |  |                                                    
|                                    
|/ / ORIGINAL APPLICATION             |  | / / CHANGE                                         

|                             
|-----------------------------
|Beneficiary(ies) Full Name(s)
|                             
|                             
|                             
|                             
|                             
|                             
|                             

|Employee Signature        |  | Date
|------------------------- |  | ----
|Human Resources Signature |  | Date

PLEASE RETURN FORM TO Trish Leeper / HR

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