Exhibit 10.1


OMNIVISION
TECHNOLOGIES, INC.


2007 EQUITY INCENTIVE PLAN 


1.                                       Definitions.  As used herein, the following definitions
will apply:


(a)                                  “Administrator”
means the Board or any of its Committees as will be administering the 2007
Plan, in accordance with Section 4 of the 2007 Plan.


(b)                                 “Applicable
Laws” means the requirements relating to the administration of equity-based
awards 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 Awards are, or will be, granted under the 2007 Plan.


(c)                                  “Award”
means, individually or collectively, a grant under the 2007 Plan of Options, Restricted
Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units,
Performance Shares and other stock or cash awards as the Administrator may
determine.


(d)                                 “Award
Agreement” means the written or electronic agreement setting forth the terms
and provisions applicable to each Award granted under the 2007 Plan.  The Award Agreement is subject to the terms
and conditions of the 2007 Plan.


(e)                                  “Board”
means the Board of Directors of the Company.


(f)                                    “Change
in Control” means the occurrence of any of the following events:


(i)                     Any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes
the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then outstanding
voting securities; or


(ii)                  The consummation
of the sale or disposition by the Company of all or substantially all of the
Company’s assets;


(iii)               A change in the
composition of the Board occurring within a two-year period, as a result of
which fewer than a majority of the directors are Incumbent Directors.  “Incumbent Directors” means directors who
either (A) are Directors as of the effective date of the 2007 Plan, or
(B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination (but will not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company); or


(iv)              The consummation of
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.


(g)                                 “Code”
means the Internal Revenue Code of 1986, as amended.  Any reference to a section of the Code herein
will be a reference to any successor or amended section of the Code.













(h)                                 “Committee”
means a committee of Directors or of other individuals satisfying Applicable
Laws appointed by the Board in accordance with Section 4 hereof.


(i)                                     “Common
Stock” means the common stock of the Company.


(j)                                     “Company”
means OmniVision Technologies, Inc., a Delaware corporation, or any successor
thereto.


(k)                                  “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity.


(l)                                     “Determination
Date” means the latest possible date that will not jeopardize the
qualification of an Award granted under the 2007 Plan as “performance-based
compensation” under Section 162(m) of the Code.


(m)                               “Director”
means a member of the Board.


(n)                                 “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code, provided that in the case of Awards other than Incentive Stock Options,
the Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards
adopted by the Administrator from time to time.


(o)                                 “Employee”
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. 
Neither service as a Director nor payment of a director’s fee by the
Company will be sufficient to constitute “employment” by the Company.


(p)                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


(q)                                 “Fair
Market Value” means, as of any date, the value of Common Stock as the
Administrator may determine in good faith by reference to the price of such
stock on any established stock exchange or a national market system on the day
of determination if the Common Stock is so listed on any established stock
exchange or a national market system.  If
the Common Stock is not listed on any established stock exchange or a national
market system, the value of the Common Stock as the Administrator may determine
in good faith.


(r)                                    “Fiscal
Year” means the fiscal year of the Company.


(s)                                  “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise
intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder.


(t)                                    “Inside
Director” means a Director who is an Employee.


(u)                                 “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not
intended to qualify as an Incentive Stock Option.


(v)                                 “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.


(w)                               “Option”
means a stock option granted pursuant to the 2007 Plan.


(x)                                   “Outside
Director” means a Director who is not an Employee.


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


(z)                                   “Participant”
means the holder of an outstanding Award.













(aa)                            “Performance
Period” means any Fiscal Year of the Company or such other period as
determined by the Administrator in its sole discretion.


(bb)                          “Performance
Share” means an Award denominated in Shares which may be earned in whole or
in part upon attainment of Performance Goals or other vesting criteria as the
Administrator may determine pursuant to Section 10.


(cc)                            “Performance
Unit” means an Award which may be earned in whole or in part upon
attainment of Performance Goals or other vesting criteria as the Administrator
may determine and which may be settled for cash, Shares or other securities or
a combination of the foregoing pursuant to Section 10.


(dd)                          “Period
of Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture. 
Such restrictions may be based on the passage of time, the achievement
of target levels of performance, or the occurrence of other events as determined
by the Administrator.


(ee)                            “2007
Plan” means this 2007 Equity Incentive Plan.


(ff)                                “Restricted
Stock” means Shares issued pursuant to a Restricted Stock award under
Section 7 of the 2007 Plan, or issued pursuant to the early exercise of an
Option.


(gg)                          “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the
Fair Market Value of one Share, granted pursuant to Section 8.  Each Restricted Stock Unit represents an
unfunded and unsecured obligation of the Company.


(hh)                          “Retirement”
means a Service Provider who retires from the Company on or after age sixty-two
(62) and such Service Provider has at least five (5) years of service with the
Company at the date of retirement; provided, that, the Administrator,
notwithstanding the foregoing, has the discretion to determine when a Service
Provider retires so long as such determination is not less favorable than
provided for in the foregoing definition.


(ii)                                  “Rule
16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the 2007 Plan.


(jj)                                  “Section 16(b)”  means Section 16(b) of the Exchange Act.


(kk)                            “Service
Provider” means an Employee, Director or Consultant.


(ll)                                  “Share”
means a share of the Common Stock, as adjusted in accordance with Section 14
of the 2007 Plan.


(mm)                      “Stock
Appreciation Right” means an Award, granted alone or in connection with an
Option, that pursuant to Section 9 is designated as a Stock Appreciation
Right.


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


(oo)                          “Successor
Corporation” has the meaning given to such term in Section 14(c) of
the 2007 Plan.


2.                                       Purposes
of the 2007 Plan.  The purposes of
the 2007 Plan are:


·                                          to
attract and retain the best available personnel for positions of substantial
responsibility,


·                                          to
provide incentives to individuals who perform services to the Company, and


·                                          to
promote the success of the Company’s business.













The 2007 Plan
permits the grant of Incentive Stock Options, Nonstatutory Stock Options,
Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Performance Units, Performance Shares and other stock or cash awards as the
Administrator may determine.


3.                                       Stock
Subject to the 2007 Plan.


(a)                                  Stock
Subject to the 2007 Plan.  Subject to
the provisions of Section 14 of the 2007 Plan, the maximum aggregate
number of Shares that may be awarded and sold under the 2007 Plan is 6,000,000
Shares.  The Shares may be authorized,
but unissued, or reacquired Common Stock.


(b)                                 Full
Value Awards.  Any Shares subject to
Awards granted with an exercise price less than the Fair Market Value on the
date of grant of such Awards will be counted against the numerical limits of
this Section 3 as two Shares for every one Share subject thereto.  Further, if Shares acquired pursuant to any
such Award are forfeited to or repurchased by the Company and would otherwise
return to the 2007 Plan pursuant to Section 3(c), 2 times the number of
Shares so forfeited or repurchased will return to the 2007 Plan and will again
become available for issuance.


(c)                                  Lapsed
Awards.  If an Award expires or
becomes unexercisable without having been exercised in full, or, with respect
to Restricted Stock, Restricted Stock Units, Performance Shares or Performance
Units, is forfeited to or repurchased by the Company, the unpurchased Shares
(or for Awards other than Options and Stock Appreciation Rights, the forfeited
or repurchased Shares) which were subject thereto will become available for
future grant or sale under the 2007 Plan (unless the 2007 Plan has
terminated).  With respect to Stock
Appreciation Rights, all of the Shares covered by the Award (that is, Shares
actually issued pursuant to a Stock Appreciation Right, as well as the Shares
that represent payment of the exercise price) shall cease to be available under
the 2007 Plan.  However, Shares that have
actually been issued under the 2007 Plan under any Award will not be returned
to the 2007 Plan and will not become available for future distribution under
the 2007 Plan; provided, however, that if unvested Shares of Restricted Stock,
Restricted Stock Units, Performance Shares or Performance Units are repurchased
by the Company or are forfeited to the Company, such Shares will become
available for future grant under the 2007 Plan. 
Shares used to pay the tax and exercise price of an Award will not
become available for future grant or sale under the 2007 Plan.  To the extent an Award under the 2007 Plan is
paid out in cash rather than Shares, such cash payment will not result in
reducing the number of Shares available for issuance under the 2007 Plan.  Notwithstanding the foregoing and, subject to
adjustment provided in Section 14, the maximum number of Shares that may
be issued upon the exercise of Incentive Stock Options shall equal the
aggregate Share number stated in Section 3(a), plus, to the extent
allowable under Section 422 of the Code, any Shares that become available
for issuance under the 2007 Plan under this Section 3(c).


(d)                                 Share
Reserve.  The Company, during the
term of this 2007 Plan, will at all times reserve and keep available such
number of Shares as will be sufficient to satisfy the requirements of the 2007
Plan.


4.                                       Administration
of the 2007 Plan.


(a)                                  Procedure.


(i)                     Multiple
Administrative Bodies.  Different
Committees with respect to different groups of Service Providers may administer
the 2007 Plan.


(ii)                  Section
162(m).  To the extent that the
Administrator determines it to be desirable to qualify Awards granted hereunder
as “performance-based compensation” within the meaning of Section 162(m) of the
Code, the 2007 Plan will be administered by a Committee of two or more “outside
directors” within the meaning of Section 162(m) of the Code.


(iii)               Rule 16b-3.  To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder will be structured to satisfy the requirements for
exemption under Rule 16b-3.


(iv)              Other
Administration.  Other than as
provided above, the 2007 Plan will be administered by (A) the Board or
(B) a Committee, which committee will be constituted to satisfy Applicable
Laws.













(b)                                 Powers
of the Administrator.  Subject to the
provisions of the 2007 Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator
will have the authority, in its discretion:


(i)                     to determine
the Fair Market Value;


(ii)                  to select the
Service Providers to whom Awards may be granted hereunder;


(iii)               to determine the
terms and conditions, not inconsistent with the terms of the 2007 Plan, of any
Award granted hereunder;


(iv)              to construe and
interpret the terms of the 2007 Plan and Awards granted pursuant to the 2007
Plan;


(v)                 to prescribe,
amend and rescind rules and regulations relating to the 2007 Plan, including
rules and regulations relating to sub-plans established for the purpose of
satisfying applicable foreign laws;


(vi)              to modify or amend
each Award (subject to Section 19(c) of the 2007 Plan);


(vii)           to authorize any person
to execute on behalf of the Company any instrument required to effect the grant
of an Award previously granted by the Administrator;


(viii)        to allow a Participant to
defer the receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant under an Award pursuant to such procedures
as the Administrator may determine; and


(ix)                to make all other
determinations deemed necessary or advisable for administering the 2007 Plan.


(c)                                  Effect
of Administrator’s Decision.  The
Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards.


5.                                       Eligibility.  Nonstatutory Stock Options, Restricted Stock,
Restricted Stock Units, Stock Appreciation Rights, Performance Units,
Performance Shares and such other cash or stock awards as the Administrator
determines may be granted to Service Providers. 
Incentive Stock Options may be granted only to Employees.


6.                                       Stock
Options.


(a)                                  Limitations.  Each Option will be designated in the Award
Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first
time by the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options will be
treated as Nonstatutory Stock Options. 
For purposes of this Section 6(a), Incentive Stock Options will be
taken into account in the order in which they were granted.  The Fair Market Value of the Shares will be
determined as of the time the Option with respect to such Shares is granted.


(b)                                 Number
of Shares.  The Administrator will
have complete discretion to determine the number of Shares subject to Options
granted to any Participant, provided that during any Fiscal Year, no
Participant may be granted Options covering more than 1,000,000 Shares.  Notwithstanding the foregoing limitation, in
connection with a Participant’s initial service as an Employee, an Employee may
be granted Options covering up to an additional 1,000,000 Shares.













(c)                                  Term
of Option.  The Administrator will
determine the term of each Option in its sole discretion; provided, however,
that the term will be no more than ten (10) years from the date of grant
thereof.  Moreover, in the case of an
Incentive Stock Option granted to a Participant who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock Option will be five (5)
years from the date of grant or such shorter term as may be provided in the
Award Agreement.


(d)                                 Option
Exercise Price and Consideration.


(i)                     Exercise
Price.  The per share exercise price
for the Shares to be issued pursuant to exercise of an Option will be
determined by the Administrator, but will be no less than 100% of the Fair
Market Value per Share on the date of grant. 
In addition, in the case of an Incentive Stock Option granted to an
Employee who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price will be no
less than 110% of the Fair Market Value per Share on the date of grant.  Notwithstanding the foregoing provisions of
this Section 6(d), Options may be granted with a per Share exercise price
of less than 100% of the Fair Market Value per Share on the date of grant
pursuant to a transaction described in, and in a manner consistent with,
Section 424(a) of the Code.  The exercise
price for an Option may not be reduced without the consent of the Company’s
stockholders.  This will include, without
limitation, a repricing of the Option as well as an Option exchange program
whereby the Participant agrees to cancel an existing Option in exchange for an
Option, Stock Appreciation Right or other Award.


(ii)                  Waiting
Period and Exercise Dates.  At the
time an Option is granted, the Administrator will fix the period within which
the Option may be exercised and will determine any conditions that must be
satisfied before the Option may be exercised.


(iii)               Form of
Consideration.  The Administrator
will determine the acceptable form(s) of consideration for exercising an
Option, including the method of payment, to the extent permitted by Applicable
Laws.


(e)                                  Exercise
of Option.


(i)                     Procedure
for Exercise; Rights as a Stockholder. 
Any Option granted hereunder will be exercisable according to the terms
of the 2007 Plan and at such times and under such conditions as determined by
the Administrator and set forth in the Award Agreement.  An Option may not be exercised for a fraction
of a Share.


An Option will be
deemed exercised when the Company receives: (i) notice of exercise (in
such form as the Administrator specify from time to time) from the person entitled
to exercise the Option, and (ii) full payment for the Shares with respect
to which the Option is exercised (together with all applicable withholding
taxes).  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 14 of the 2007 Plan.


(ii)                  Termination
of Relationship as a Service Provider. 
If a Participant ceases to be a Service Provider, other than upon the
Participant’s death or Disability, the Participant may exercise his or her
Option within such period of time as is specified in the Award Agreement 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 Award
Agreement).  In the absence of a
specified time in the Award Agreement, the Option will remain exercisable for
three (3) months following the Participant’s termination.  Unless otherwise provided by the
Administrator, if on the date of termination the Participant is not vested as
to his or her entire Option, the Shares covered by the unvested portion of the
Option will revert to the 2007 Plan.  If
after termination the Participant does not exercise his or her Option within
the time specified by the Administrator, the Option will terminate, and the
Shares covered by such Option will revert to the 2007 Plan.


(iii)               Disability of
Participant.  If a Participant ceases
to be a Service Provider as a result of the Participant’s Disability, the
Participant may exercise his or her Option within such period of time as is
specified in the Award 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 Award Agreement). 
In the absence of a specified time in the Award Agreement, the Option
will remain exercisable for twelve (12) months following the Participant’s
termination.  Unless otherwise provided
by the Administrator, if on the date of termination the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will revert to the 2007 Plan.  If after termination the Participant does not
exercise his or her Option within the time specified herein, the Option will
terminate, and the Shares covered by such Option will revert to the 2007 Plan.













(iv)              Death of
Participant.  If a Participant dies
while a Service Provider, the Option may be exercised following the Participant’s
death within such period of time as is specified in the Award Agreement to the
extent that the Option is vested on the date of death (but in no event may the
option be exercised later than the expiration of the term of such Option as set
forth in the Award Agreement), by the Participant’s designated beneficiary,
provided such beneficiary has been designated prior to Participant’s death in a
form acceptable to the Administrator.  If
no such beneficiary has been designated by the Participant, then such Option
may be exercised by the personal representative of the Participant’s estate or
by the person(s) to whom the Option is transferred pursuant to the Participant’s
will or in accordance with the laws of descent and distribution.  In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for twelve (12) months
following Participant’s death.  Unless
otherwise provided by the Administrator, if at the time of death Participant is
not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will immediately revert to the 2007 Plan.  If the Option is not so exercised within the
time specified herein, the Option will terminate, and the Shares covered by
such Option will revert to the 2007 Plan.


(v)                 Other
Termination.  A Participant’s Award
Agreement may also provide that if the exercise of the Option following the
termination of Participant’s status as a Service Provider (other than upon the
Participant’s death or Disability) would result in liability under
Section 16(b), then the Option will terminate on the earlier of
(A) the expiration of the term of the Option set forth in the Award
Agreement, or (B) the 10th day after the last date on which such exercise
would result in such liability under Section 16(b).  Finally, a Participant’s Award Agreement may
also provide that if the exercise of the Option following the termination of
the Participant’s status as a Service Provider (other than upon the Participant’s
death or disability) would be prohibited at any time solely because the
issuance of Shares would violate the registration requirements under the
Securities Act, then the Option will terminate on the earlier of (A) the
expiration of the term of the Option, or (B) the expiration of a period of
three (3) months after the termination of the Participant’s status as a Service
Provider during which the exercise of the Option would not be in violation of
such registration requirements.


7.                                       Restricted
Stock.


(a)                                  Grant
of Restricted Stock.  Subject to the
terms and provisions of the 2007 Plan, the Administrator, at any time and from
time to time, may grant Shares of Restricted Stock to Service Providers in such
amounts as the Administrator, in its sole discretion, will determine.


(b)                                 Restricted
Stock Agreement.  Each Award of
Restricted Stock will be evidenced by an Award Agreement that will specify the
Period of Restriction, the number of Shares granted, and such other terms and
conditions as the Administrator, in its sole discretion, will determine.  Notwithstanding the foregoing sentence,
during any Fiscal Year no Participant may receive more than an aggregate of
200,000 Shares of Restricted Stock; provided, however, that in connection with
a Participant’s initial service as an Employee, an Employee may be granted an
aggregate of up to an additional 300,000 Shares of Restricted Stock.  Unless the Administrator determines
otherwise, Shares of Restricted Stock will be held by the Company as escrow
agent until the restrictions on such Shares have lapsed.


(c)                                  Transferability.  Except as provided in this Section 7,
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction.


(d)                                 Other
Restrictions.  The Administrator, in
its sole discretion, may impose such other restrictions on Shares of Restricted
Stock as it may deem advisable or appropriate.


(e)                                  Vesting
Requirements.  Except as otherwise
provided in this Section 7, Shares of Restricted Stock covered by each
Restricted Stock grant made under the 2007 Plan will be released from escrow as
soon as practicable after the last day of the Period of Restriction.  The restrictions will lapse at a rate
determined by the Administrator; provided, however, that except as otherwise
provided in Section 14(c), Shares of Restricted Stock will not vest more
rapidly than one-third (1/3rd) of the total number of Shares of Restricted
Stock subject to an Award each year from the date of grant (or, with respect to
an Award granted to a Participant in connection with or as part of his or her
initial employment with the Company or any Parent or Subsidiary of the Company,
the date a Participant commences employment the Company or any Parent or
Subsidiary of the Company), unless the Administrator determines that the Award
is to vest upon the achievement of performance criteria and the period for
measuring such performance will cover at least twelve (12) months.  Notwithstanding the foregoing sentence, the
Administrator, in its sole discretion, may provide at the time of or following
the date of grant for accelerated vesting for an Award of Restricted Stock upon
or in connection with a Change in Control or upon or in connection with a
Participant’s termination of service, including, without limitation, due to
death, Disability or Retirement.













(f)                                    Voting
Rights.  During the Period of
Restriction, Service Providers holding Shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to those Shares, unless
the Administrator determines otherwise.


(g)                                 Dividends
and Other Distributions.  During the
Period of Restriction, Service Providers holding Shares of Restricted Stock
will be entitled to receive all dividends and other distributions paid with
respect to such Shares unless otherwise provided in the Award Agreement.  If any such dividends or distributions are
paid in Shares, the Shares will be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted Stock with respect
to which they were paid.


(h)                                 Return
of Restricted Stock to Company.  On
the date set forth in the Award Agreement, the Restricted Stock for which
restrictions have not lapsed will revert to the Company and will be available
for grant under the 2007 Plan.


8.                                       Restricted
Stock Units.


(a)                                  Grant.  Restricted Stock Units may be granted at any
time and from time to time as determined by the Administrator.  Each Restricted Stock Unit grant will be
evidenced by an Award Agreement that will specify such other terms and
conditions as the Administrator, in its sole discretion, will determine,
including all terms, conditions, and restrictions related to the grant, the
number of Restricted Stock Units and the form of payout, which, subject to
Section 8(d), may be left to the discretion of the Administrator.  Notwithstanding anything to the contrary in
this subsection (a), during any fiscal year of the Company, no Participant
may receive more than an aggregate of 200,000 Restricted Stock Units; provided,
however, that in connection with a Participant’s initial service as an
Employee, an Employee may be granted an aggregate of up to an additional
300,000 Restricted Stock Units.


(b)                                 Vesting
Criteria and Other Terms.  The
Administrator will set vesting criteria in its discretion, which, depending on
the extent to which the criteria are met, will determine the number of
Restricted Stock Units that will be paid out to the Participant ; provided,
however, that except as otherwise provided in Section 14(c), an Award of
Restricted Stock Units will not vest more rapidly than one-third (1/3rd) of the
total number of Restricted Stock Units subject to an Award each year from the
date of grant (or, with respect to an Award granted to a Participant in
connection with or as part of his or her initial employment with the Company or
any Parent or Subsidiary of the Company, the date a Participant commences
employment the Company or any Parent or Subsidiary of the Company), unless the
Administrator determines that the Award is to vest upon the achievement of
performance criteria and the period for measuring such performance will cover
at least twelve (12) months. 
Notwithstanding the foregoing sentence, the Administrator, in its sole
discretion, may provide at the time of or following the date of grant for
accelerated vesting for an Award of Restricted Stock Units upon or in
connection with a Change in Control or upon or in connection with a Participant’s
termination of service, including, without limitation, due to death, Disability
or Retirement.  The Administrator may set
vesting criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Administrator in its discretion.


(c)                                  Earning
Restricted Stock Units.  Upon meeting
the applicable vesting criteria, the Participant will be entitled to receive a
payout as specified in the Award Agreement. 
Notwithstanding the foregoing, at any time after the grant of Restricted
Stock Units, the Administrator, in its sole discretion, may reduce or waive any
vesting criteria that must be met to receive a payout.


(d)                                 Form
and Timing of Payment.  Payment of
earned Restricted Stock Units will be made as soon as practicable after the
date(s) set forth in the Award Agreement. 
The Administrator, in its sole discretion, may pay earned Restricted
Stock Units in cash, Shares, or a combination thereof.


(e)                                  Cancellation.  On the date set forth in the Award Agreement,
all unearned Restricted Stock Units will be forfeited to the Company.













9.                                       Stock
Appreciation Rights.


(a)                                  Grant
of Stock Appreciation Rights. 
Subject to the terms and conditions of the 2007 Plan, a Stock
Appreciation Right may be granted to Service Providers at any time and from
time to time as will be determined by the Administrator, in its sole
discretion.


(b)                                 Number
of Shares.  The Administrator will
have complete discretion to determine the number of Stock Appreciation Rights
granted to any Participant, provided that during any Fiscal Year, no
Participant may be granted Stock Appreciation Rights covering more than
1,000,000 Shares.  Notwithstanding the
foregoing limitation, in connection with a Participant’s initial service as an
Employee, an Employee may be granted Stock Appreciation Rights covering up to
an additional 1,000,000 Shares.


(c)                                  Exercise
Price and Other Terms.  The
Administrator, subject to the provisions of the 2007 Plan, will have complete
discretion to determine the terms and conditions of Stock Appreciation Rights
granted under the 2007 Plan, provided, however, that the exercise price will be
not less than one hundred percent (100%) of the Fair Market Value of a Share on
the date of grant.  The exercise price
for a Stock Appreciation Right may not be reduced without the consent of the
Company’s stockholders.  This will
include, without limitation, a repricing of the Stock Appreciation Right as
well as an exchange program whereby the Participant agrees to cancel an
existing Stock Appreciation Right in exchange for an Option, Stock Appreciation
Right or other Award.


(d)                                 Stock
Appreciation Right Agreement.  Each
Stock Appreciation Right grant will be evidenced by an Award Agreement that
will specify the exercise price, the term of the Stock Appreciation Right, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.


(e)                                  Expiration
of Stock Appreciation Rights.  A
Stock Appreciation Right granted under the 2007 Plan will expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the
Award Agreement; provided, however, that the term will be no more than ten (10)
years from the date of grant thereof. 
Notwithstanding the foregoing, the rules of Section 6(e) also will
apply to Stock Appreciation Rights.


(f)                                    Payment
of Stock Appreciation Right Amount. 
Upon exercise of a Stock Appreciation Right, a Participant will be
entitled to receive payment from the Company in an amount determined by
multiplying:


(i)             The difference
between the Fair Market Value of a Share on the date of exercise over the
exercise price; times


(ii)          The number of Shares
with respect to which the Stock Appreciation Right is exercised.


At the discretion
of the Administrator, the payment upon Stock Appreciation Right exercise may be
in cash, in Shares of equivalent value, or in some combination thereof.


10.                                 Performance
Units and Performance Shares.


(a)                                  Grant
of Performance Units/Shares. 
Performance Units and Performance Shares may be granted to Service
Providers at any time and from time to time, as will be determined by the
Administrator, in its sole discretion. 
The Administrator will have complete discretion in determining the
number of Performance Units/Shares granted to each Participant provided that
during any Fiscal Year, (i) no Participant may receive Performance Units
having an initial value greater than $2,000,000, and (ii) no Participant
may receive more than 200,000 Performance Shares.  Notwithstanding the foregoing limitation, in
connection with a Participant’s initial service as an Employee, an Employee may
be granted up to an additional 300,000 Performance Shares.


(b)                                 Value
of Performance Units/Shares.  Each
Performance Unit will have an initial value that is established by the
Administrator on or before the date of grant. 
Each Performance Share will have an initial value equal to the Fair
Market Value of a Share on the date of grant.













(c)                                  Performance
Objectives and Other Terms.  The
Administrator will set performance objectives or other vesting provisions;
provided, however, that except as otherwise provided in Section 14(c),
Performance Shares/Units will not vest more rapidly than one-third (1/3rd) of
the total number of Performance Shares/Units subject to an Award each year from
the date of grant (or, with respect to an Award granted to a Participant in
connection with or as part of his or her initial employment with the Company or
any Parent or Subsidiary of the Company, the date a Participant commences
employment the Company or any Parent or Subsidiary of the Company), unless the
Administrator determines that the Award is to vest upon the achievement of
performance criteria and the period for measuring such performance will cover
at least twelve (12) months. 
Notwithstanding the foregoing sentence, the Administrator, in its sole
discretion, may provide at the time of or following the date of grant for
accelerated vesting for an Award of Performance Shares/Units upon or in
connection with a Change in Control or upon or in connection with a Participant’s
termination of service, including, without limitation, due to death, Disability
or Retirement.  The Administrator may set
vesting criteria based upon the achievement of Company-wide, business unit, or
individual goals (including, but not limited to, continued employment), or any
other basis determined by the Administrator in its discretion.


(d)                                 Earning
of Performance Units/Shares.  After
the applicable Performance Period has ended, the holder of Performance
Units/Shares will be entitled to receive a payout of the number of Performance
Units/Shares earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding performance
objectives or other vesting provisions have been achieved.  After the grant of a Performance Unit/Share,
the Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Performance Unit/Share.


(e)                                  Form
and Timing of Payment of Performance Units/Shares.  Payment of earned Performance Units/Shares
will be made as soon as practicable after the expiration of the applicable
Performance Period.  The Administrator,
in its sole discretion, may pay earned Performance Units/Shares in the form of
cash, in Shares (which have an aggregate Fair Market Value equal to the value
of the earned Performance Units/Shares at the close of the applicable
Performance Period) or in a combination thereof.


(f)                                    Cancellation
of Performance Units/Shares.  On the
date set forth in the Award Agreement, all unearned or unvested Performance
Units/Shares will be forfeited to the Company, and again will be available for
grant under the 2007 Plan.


11.                                 Performance
Goals.  The granting and/or vesting
of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and
Performance Units and other incentives under the 2007 Plan may be made subject
to the attainment of performance goals relating to one or more business
criteria within the meaning of Section 162(m) of the Code and may provide for a
targeted level or levels of achievement (“Performance Goals”).  Performance Goals may fall within one or more
of the following categories:


(a)                                  Financial
Measures.  Cash flow; cash position;
earnings before interest and taxes; earnings before interest, taxes,
depreciation and amortization; earnings per Share; economic profit; economic
value added; equity or stockholder’s equity; market share; net income; net
profit; net sales; operating earnings; operating income; profit before tax;
ratio of debt to debt plus equity; ratio of operating earnings to capital spending;
sales growth; return on net assets; or total return to stockholders.


(b)                                 Sales
and Marketing Measures.  Number
and/or type of design wins, unit, revenue or gross margin/gross profit goals by
market or by customer.


(c)                                  Research
and Development Goals.  Achievement
of specific product design, specification or performance targets.


(d)                                 Production
Goals.  Achievement of specific unit,
yield or cost reduction targets.


(e)                                  Hiring
Goals.  Recruiting of specified
personnel with valuable skills and/or experience.


Any Performance
Goals may be used to measure the performance of the Company as a whole or one
part of the Company’s business and may be measured relative to a peer group or
to an index.  The Performance Goals may
differ from Participant to Participant and from Award to Award.  Prior to the Determination Date, the
Administrator will determine whether any significant element(s) will be
included in or excluded from the calculation of any Performance Goal with respect
to any Participant.  In all other respects,
Performance Goals will be calculated in accordance with the Company’s financial
statements, generally accepted accounting principles, or under a methodology
established by the Administrator prior to the issuance of an Award.













12.                                 Leaves
of Absence.  Unless the Administrator
provides otherwise, vesting of Awards granted hereunder will be suspended
during any unpaid leave of absence.  A
Service Provider will 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, or any
Subsidiary.  For purposes of Incentive
Stock Options, no such leave may exceed ninety (90) days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, then three (3) months
following the 91st day of such leave, any Incentive Stock Option held by the
Participant will cease to be treated as an Incentive Stock Option and will be
treated for tax purposes as a Nonstatutory Stock Option.


13.                                 Transferability
of Awards.  Unless determined
otherwise by the Administrator, an Award 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 Participant, only by the Participant.  If the Administrator makes an Award transferable,
such Award will contain such additional terms and conditions as the
Administrator deems appropriate.


14.                                 Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


(a)                                  Adjustments.  In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in
order to prevent diminution or enlargement of the benefits or potential
benefits intended to be made available under the 2007 Plan, shall adjust the
number and class of Shares that may be delivered under the 2007 Plan and/or the
number, class, and price of Shares covered by each outstanding Award, and the
numerical Share limits set forth in Sections 3, 6, 7, 8, 9 and 10.


(b)                                 Dissolution
or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator will
notify each Participant as soon as practicable prior to the effective date of
such proposed transaction.  To the extent
it has not been previously exercised, an Award will terminate immediately prior
to the consummation of such proposed action.


(c)                                  Change
in Control.  In the event of a Change
in Control, each outstanding Award will be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation (the “Successor Corporation”).  In the event that the Successor Corporation
refuses to assume or substitute for the Award, the Participant will fully vest
in and have the right to exercise all of his or her outstanding Options and
Stock Appreciation Rights, including Shares as to which such Awards would not
otherwise be vested or exercisable, all restrictions on Restricted Stock will
lapse, and, with respect to Restricted Stock Units, Performance Shares and
Performance Units, all Performance Goals or other vesting criteria will be
deemed achieved at target levels and all other terms and conditions met.  In addition, if an Option or Stock
Appreciation Right is not assumed or substituted for in the event of a Change
in Control, the Administrator will notify the Participant in writing or
electronically that the Option or Stock Appreciation Right will be fully vested
and exercisable for a period of time determined by the Administrator in its
sole discretion, and the Option or Stock Appreciation Right will terminate upon
the expiration of such period.


With respect to
Awards granted to Outside Directors that are assumed or substituted for, if on
the date of or following such assumption or substitution the Participant’s
status as a Director or a director of the Successor Corporation, as applicable,
is terminated other than upon a voluntary resignation by the Participant, then
the Participant will fully vest in and have the right to exercise Options
and/or Stock Appreciation Rights as to all of the Shares subject thereto,
including Shares as to which such Awards would not otherwise be vested or
exercisable, all restrictions on Restricted Stock will lapse, and, with respect
to Restricted Stock Units, Performance Shares and Performance Units, all
Performance Goals or other vesting criteria will be deemed achieved at target
levels and all other terms and conditions met.













For the purposes
of this subsection (c), an Award will be considered assumed if, following
the Change in Control, the Award confers the right to purchase or receive, for
each Share subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) or, in the
case of a Stock Appreciation Right upon the exercise of which the Administrator
determines to pay cash or a Performance Share or Performance Unit which the
Administrator can determine to pay in cash, the fair market value of the
consideration received in the merger or Change in Control 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 Change in Control is not
solely common stock of the Successor Corporation, the Administrator may, with
the consent of the Successor Corporation, provide for the consideration to be
received upon the exercise of an Option or Stock Appreciation Right or upon the
payout of a Performance Share or Performance Unit, for each Share subject to
such Award (or in the case of Performance Units, the number of implied shares
determined by dividing the value of the Performance Units by the per share
consideration received by holders of Common Stock in the Change in Control), to
be solely common stock of the Successor Corporation equal in fair market value
to the per share consideration received by holders of Common Stock in the
Change in Control.


Notwithstanding
anything in this Section 14(c) to the contrary, an Award that vests, is
earned or paid-out upon the satisfaction of one or more Performance Goals will
not be considered assumed if the Company or its successor modifies any of such
Performance Goals without the Participant’s consent; provided, however, a
modification to such Performance Goals only to reflect the Successor
Corporation’s post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.


15.                                 Tax
Withholding


(a)                                  Withholding
Requirements.  Prior to the delivery
of any Shares or cash pursuant to an Award (or exercise thereof), the Company
will have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, local, foreign or other taxes (including the Participant’s FICA
obligation) required to be withheld with respect to such Award (or exercise
thereof).


(b)                                 Withholding
Arrangements.  The Administrator, in its
sole discretion and pursuant to such procedures as it may specify from time to
time, may permit a Participant to satisfy such tax withholding obligation, in
whole or in part by (without limitation) (a) paying cash,
(b) electing to have the Company withhold otherwise deliverable cash or
Shares having a Fair Market Value equal to the amount required to be withheld,
(c) delivering to the Company already-owned Shares having a Fair Market
Value equal to the amount required to be withheld, or (d) selling a sufficient
number of Shares otherwise deliverable to the Participant through such means as
the Administrator may determine in its sole discretion (whether through a
broker or otherwise) equal to the amount required to be withheld.  The amount of the withholding requirement
will be deemed to include any amount which the Administrator agrees may be
withheld at the time the election is made, not to exceed the amount determined
by using the maximum federal, state or local marginal income tax rates
applicable to the Participant with respect to the Award on the date that the
amount of tax to be withheld is to be determined.  The Fair Market Value of the Shares to be
withheld or delivered will be determined as of the date that the taxes are
required to be withheld.


16.                                 No
Effect on Employment or Service. 
Neither the 2007 Plan nor any Award will confer upon a Participant any
right with respect to continuing the Participant’s relationship as a Service
Provider with the Company, nor will they interfere in any way with the
Participant’s right or the Company’s right to terminate such relationship at
any time, with or without cause, to the extent permitted by Applicable Laws.


17.                                 Date
of Grant.  The date of grant of an
Award will be, for all purposes, the date on which the Administrator makes the
determination granting such Award, or such other later date as is determined by
the Administrator.  Notice of the
determination will be provided to each Participant within a reasonable time after
the date of such grant.


18.                                 Term
of 2007 Plan.  Subject to
Section 22 of the 2007 Plan, the 2007 Plan will become effective upon its
adoption by the Board.  It will continue
in effect for a term of ten (10) years unless terminated earlier under
Section 19 of the 2007 Plan.


19.                                 Amendment
and Termination of the 2007 Plan.


(a)                                  Amendment
and Termination.  The Administrator
may at any time amend, alter, suspend or terminate the 2007 Plan.













(b)                                 Stockholder
Approval.  The Company will obtain
stockholder approval of any 2007 Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.


(c)                                  Effect
of Amendment or Termination.  No
amendment, alteration, suspension or termination of the 2007 Plan will impair
the rights of any Participant, unless mutually agreed otherwise between the
Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. 
Termination of the 2007 Plan will not affect the Administrator’s ability
to exercise the powers granted to it hereunder with respect to Awards granted
under the 2007 Plan prior to the date of such termination.


20.                                 Conditions
Upon Issuance of Shares.


(a)                                  Legal
Compliance.  Shares will not be
issued pursuant to the exercise of an Award unless the exercise of such Award
and the issuance and delivery of such Shares will comply with Applicable Laws
and will 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 Award, the Company may require the person exercising such
Award 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.


21.                                 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, will relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority will not have been obtained.


22.                                 Stockholder
Approval.  The 2007 Plan will be
subject to approval by the stockholders of the Company within twelve (12)
months after the date the 2007 Plan is adopted. 
Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws.