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                                                                   Exhibit 10.31

                              OAK TECHNOLOGY, INC.
                           EXECUTIVE STOCK OPTION PLAN

     1.   PURPOSE. This Plan is intended to provide incentives to attract, 
retain and motivate eligible persons whose present and potential 
contributions are important to the success of the Company and any Parent or 
Subsidiary of the Company by offering them an opportunity to participate in 
the Company's future performance through awards of Options, and to provide 
such eligible persons with a proprietary interest (or increase their existing 
proprietary interest) in the Company. Capitalized terms not defined in the 
text of the Plan are defined in Section 15.

     2.   STOCK SUBJECT TO THE PLAN. The capital stock subject to the Plan 
shall be shares of the Company's authorized but unissued Common Stock or 
treasury shares of Common Stock. The maximum aggregate number of shares of 
Common Stock which may be issued under the Plan is Two Million (2,000,000) 
subject to adjustments pursuant to Section 8 hereof. In the event that any 
outstanding Option under the Plan shall expire by its terms or is otherwise 
terminated for any reason (or if shares of Common Stock of the Company that 
are issued upon exercise of an Option are subsequently reacquired by the 
Company pursuant to contractual rights of the Company under the particular 
Option Agreement), the shares of Common Stock allocated to the unexercised 
portion of such Option (or the shares so reacquired by the Company pursuant 
to the terms of the Option Agreement) shall again become available to be made 
subject to Options granted under the Plan.

     3.   ADMINISTRATION.

          3.1   POWER AND AUTHORITY. The Plan shall be administered by the 
Board and/or the Committee. Subsequent references herein to the Board shall 
also mean the Committee if such Committee has been appointed, and, unless the 
powers of the Committee have been specifically limited, the Committee shall 
have all of the powers of the Board granted herein. Subject to the general 
purposes, terms and conditions of the Plan, the Board shall have full power 
and authority to implement and carry out the Plan. More specifically, the 
Board shall have the following powers and authority (which listing is 
provided by way of example and is not intended to be comprehensive or 
limiting to the extent of powers not included):

                3.1.1   SELECTION OF PARTICIPANTS. To determine the persons 
providing services to the Company to whom, and the time or times at which, 
Options to purchase Common Stock of the Company shall be granted.

                3.1.2   NUMBER OF OPTION SHARES. To determine the number of 
shares of Common Stock to be subject to Options granted to each Participant, 
provided that no person shall be eligible to receive Options to purchase more 
than Two Million (2,000,000) shares of Common Stock pursuant to the Plan 
during any fiscal year of the Company (the "Section 162(m) Grant Limit").

                3.1.3   EXERCISE PRICE. To determine the price to be paid for 
the shares of Common Stock upon the exercise of each Option.

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                3.1.4   TERM, VESTING AND EXERCISE SCHEDULE. To determine the 
term, vesting and exercise schedule of each Option, including the effect of a 
Participant's termination of employment or service.

                3.1.5   OTHER TERMS OF OPTIONS. To determine the terms and 
conditions of each Option Agreement (which need not be identical) entered 
into between the Company and any Participant.

                3.1.6   INTERPRETATION OF PLAN. To construe and interpret the 
Plan, any Option Agreement and any other agreement or document executed 
pursuant to the Plan and to prescribe, amend and rescind rules and 
regulations relating to the Plan.

                3.1.7   WAIVERS; CORRECTION OF DEFECTS. To grant waivers of 
Plan or Option Agreement conditions and to correct any defect, supply any 
omission or reconcile any inconsistency in the Plan or any Option Agreement.

                3.1.8   MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. To 
modify, extend, renew or grant a new Option in substitution for, any Option 
granted under the Plan; provided, however, that no such modification or 
cancellation and regrant of an Option shall, without the written consent of 
the Participant, alter or impair any rights of the Participant under any 
Option previously granted under the Plan.

                3.1.9   DELEGATION. To delegate to one or more officers or 
employees of the Company the authority to execute and deliver such 
instruments and documents, to do all such acts and things, and to take all 
such other steps deemed necessary, advisable or convenient for the effective 
administration of the Plan in accordance with its terms and purpose; 
provided, however, that the Committee shall exercise, and may not delegate 
any discretionary authority with respect to, all substantive decisions and 
functions regarding the Plan and Options granted under the Plan as those 
relate to Insiders of the Company.

                3.1.10  GENERAL AUTHORITY. To take such actions and make such 
determinations as the Board deems necessary or advisable for the 
administration of the Plan, subject to complying with the Plan and with 
applicable legal requirements.

          3.2   BOARD DISCRETION. The interpretation and construction by the 
Board of any provision of this Plan, or any Option granted pursuant hereto 
(including the applicable Option Agreement), shall be final, binding and 
conclusive upon all parties in interest. In the event of any conflict between 
any Option Agreement and the Plan, the terms of the Plan shall govern. No 
member of the Board shall be liable to the Company, any Parent or Subsidiary 
of the Company, or the holder of any Option granted under the Plan for any 
action, inaction, determination or interpretation made in good faith with 
respect to the Plan or any transaction under the Plan.

          3.3   INTENT TO COMPLY WITH SEC RULE 16b-3. With respect to 
Insiders, transactions under this Plan are intended to comply with all 
applicable conditions of SEC Rule 16b-3 or its successors under the Exchange 
Act. To the extent any provision of the Plan or any action by the Board fails 
to so comply, it shall be deemed null and void, to the extent permitted 

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by law and deemed advisable by the Board. Moreover, in the event the Plan 
does not include a provision required by Rule 16b-3 to be stated therein, 
such provision (other than one relating to eligibility requirements, or the 
price and amounts of awards) shall be deemed automatically to be incorporated 
by reference into the Plan insofar as Insider Participants are concerned.

     4.   ELIGIBILITY AND AWARD OF OPTIONS.

          4.1   AUTHORITY TO GRANT AND ELIGIBILITY. The Board shall have full 
and final authority, in its discretion and at any time and from time to time 
during the term of this Plan, to grant or authorize the granting of Options 
to such employees (including officers and directors), non-employee directors 
and consultants of the Company or any Parent or Subsidiary of the Company as 
it may select. For purposes of the foregoing sentence, "employees," 
"directors " and "consultants" shall include prospective employees, 
prospective directors and prospective consultants to whom Options are granted 
in connection with written offers of an employment or other service 
relationships with the Company or any Parent or Subsidiary. Any individual 
who is eligible to receive an Option under this Plan shall be eligible to 
hold more than one Option at any given time, in the discretion of the Board. 
The Board shall have full and final authority in its discretion to determine, 
in the case of employee Participants (including employees who are officers or 
directors), whether such Options shall be incentive stock options within the 
meaning of Section 422 of the Code ("Incentive Stock Options") or options 
that do not qualify as Incentive Stock Options ("Non-Qualified Stock 
Options"); however, no Incentive Stock Option may be granted to any person 
who is not a bona fide employee of the Company or any Parent or Subsidiary of 
the Company. Persons selected by the Board who are prospective employees of, 
non-employee directors of or consultants to be retained by, the Company or 
any Parent or Subsidiary of the Company shall be eligible to receive 
Non-Qualified Stock Options; provided, however, that in the case of such 
prospective employment or other engagement, the exercisability of such 
Options shall be subject in each case to such person in fact becoming an 
employee, non-employee director or consultant, as applicable, of the Company 
or any Parent or Subsidiary of the Company.

          4.2   CERTAIN RESTRICTIONS APPLICABLE TO OPTIONS. No Incentive 
Stock Option shall be granted to any Participant who, at the time such 
Incentive Stock Option is granted, owns stock possessing more than ten 
percent (10%) of the total combined voting power of all classes of 
outstanding capital stock of the Company, or any Parent or Subsidiary of the 
Company, unless the exercise price (as provided in Section 5.1 hereof) is not 
less than one hundred ten percent (110%) of the Fair Market Value of the 
Common Stock on the date the Incentive Stock Option is granted and the period 
within which such Incentive Stock Option may be exercised (as provided in 
Section 5.2 hereof) does not exceed five (5) years from the date the 
Incentive Stock Option is granted. For purposes of this Section 4.2, in 
determining stock ownership, a Participant shall be considered as owning the 
voting capital stock owned, directly or indirectly, by or for his or her 
brothers and sisters, spouse, ancestors and lineal descendants. Voting 
capital stock owned, directly or indirectly, by or for a corporation, 
partnership, estate or trust shall be considered as being owned 
proportionately by or for its stockholders, partners or beneficiaries, as 
applicable. Additionally, for purposes of this Section 4.2, outstanding 
capital stock shall include all capital stock actually issued and outstanding 
immediately after the grant of the Option to the Participant. 

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Outstanding capital stock shall not include capital stock authorized for 
issue under outstanding Options held by the Participant or by any other 
person. Additionally, the aggregate Fair Market Value (determined as of the 
date an Option is granted) of the Common Stock with respect to which 
Incentive Stock Options granted are exercisable for the first time by an 
employee Participant during any one calendar year (under this Plan and under 
all other incentive stock option plans of the Company and of any Parent or 
Subsidiary of the Company) shall not exceed One Hundred Thousand Dollars 
($100,000). If the aggregate Fair Market Value (determined as of the date an 
Option is granted) of the Common Stock with respect to which Incentive Stock 
Options granted are exercisable for the first time by a Participant during 
any calendar year exceeds One Hundred Thousand Dollars ($100,000), the 
Options for the first One Hundred Thousand Dollars ($100,000) worth of shares 
of Common Stock to become exercisable in such calendar year shall be 
Incentive Stock Options and the Options for the amount in excess of One 
Hundred Thousand Dollars ($100,000) that become exercisable in that calendar 
year shall be Non-Qualified Stock Options. In the event that the Code or the 
regulations promulgated thereunder are amended after the effective date of 
the Plan to provide for a different limit on the Fair Market Value of shares 
of Common Stock permitted to be subject to Incentive Stock Options, such 
different limit shall be automatically incorporated herein and shall apply to 
Options granted after the effective date of such amendment.

     5.   TERMS AND PROVISIONS OF OPTION AGREEMENTS. Each Option granted 
under the Plan shall be evidenced by an Option Agreement between the 
Participant and the Company. Each such Option Agreement shall set forth the 
number of shares of Common Stock subject to the Option and shall be subject 
to the following terms and conditions, and to such other terms and conditions 
not inconsistent herewith as the Board may deem appropriate in each case:

          5.1   EXERCISE PRICE. The price to be paid for each share of Common 
Stock upon the exercise of an Option shall be determined by the Board at the 
time the Option is granted; provided, however, that (1) no Non-Qualified 
Stock Option shall have an exercise price less than eighty-five percent (85%) 
of the Fair Market Value of the Common Stock on the date the Option is 
granted; (2) no Incentive Stock Option shall have an exercise price less than 
one hundred percent (100%) of the Fair Market Value of the Common Stock on 
the date the Option is granted and (3) all Incentive Stock Options granted to 
ten percent (10%) stockholders of the Company shall have an exercise price of 
not less than one hundred ten percent (110%) of Fair Market Value at the date 
of the grant, as provided in Section 4.2 hereof. Notwithstanding the 
foregoing, an Option (whether an Incentive Stock Option or a Non-Qualified 
Stock Option) may be granted with an exercise price lower than the minimum 
exercise price set forth above if such Option is granted pursuant to an 
assumption or substitution for another option in a manner complying with the 
provisions of Section 424(a) of the Code.

          5.2   TERM OF OPTIONS. The period or periods within which an Option 
may be exercised shall be determined by the Board at the time the Option is 
granted, but no exercise period shall exceed ten (10) years from the date the 
Option is granted (or five (5) years in the case of any Incentive Stock 
Option granted to a ten percent (10%) stockholder as described in Section 4.2 
hereof).

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          5.3   EXERCISABILITY. Options granted under this Plan shall be 
exercisable at such future time or times (or may be fully exercisable upon 
grant), whether or not in installments, as shall be determined by the Board 
and provided in the form of Option Agreement. Notwithstanding any other 
provisions of this Plan, no Option may be exercised after the expiration of 
ten (10) years from the date of grant.

          5.4   METHOD OF PAYMENT FOR COMMON STOCK UPON EXERCISE. Except as 
otherwise provided in the applicable Option Agreement (subject to the 
limitations of this Plan), the exercise price for each share of Common Stock 
purchased under an Option shall be paid in full in cash at the time of 
purchase (or by check acceptable to the Board). At the discretion of the 
Board, the Option Agreement may provide for (or the Board may permit) the 
exercise price to be paid by one or more of the following additional 
alternative methods: (1) the surrender of shares of the Company's Common 
Stock, in proper form for transfer, owned by the Participant exercising the 
Option and having a Fair Market Value on the date of exercise equal to the 
exercise price, provided that such shares (a) have been owned by the 
Participant for more than six (6) months and have been paid for within the 
meaning of Rule 144 under the Securities Act (and, if such shares were 
purchased from the Company by use of a promissory note, such note has been 
fully paid with respect to such shares) or (b) were obtained by the 
Participant in the public market, (2) to the extent permitted under the 
applicable provisions of the Delaware General Corporation Law, the delivery 
by the Participant exercising the Option of a full recourse promissory note 
in a form approved by the Company and executed by such Participant, bearing 
interest at a per annum rate which is not less than the "test rate," as set 
by the regulations promulgated under Sections 483 or 1274, as applicable, of 
the Code and as in effect on the date of exercise, (3) consummation of an 
immediate sale proceeds transaction ("Immediate Sale Proceeds"), which 
transaction may be executed (a) through a "same day sale" commitment from the 
Participant and a broker-dealer that is a member of the National Association 
of Securities Dealers (a "NASD Dealer") whereby the Participant irrevocably 
elects to exercise the Option and to sell a portion of the shares of Common 
Stock so purchased under the Option to pay for the aggregate exercise price, 
and whereby the NASD Dealer irrevocably commits upon receipt of such shares 
to forward the aggregate exercise price directly to the Company or (b) 
through a "margin" commitment from the Participant and a NASD Dealer whereby 
the Participant irrevocably elects to exercise the Option and to pledge the 
shares of Common Stock so purchased to the NASD Dealer in a margin account as 
security for a loan from the NASD Dealer in the amount of the aggregate 
exercise price, and whereby the NASD Dealer irrevocably commits upon receipt 
of such shares to forward the aggregate exercise price directly to the 
Company, or (4) any combination of the foregoing, so long as the sum of the 
cash so paid, plus the Fair Market Value of the shares of Common Stock so 
surrendered, the principal amounts of the promissory notes so delivered, and 
the Immediate Sale Proceeds so executed, is equal to the aggregate exercise 
price. No share of Common Stock shall be issued under any Option until full 
payment therefor has been made in accordance with the terms of the Option 
Agreement (and in compliance with the Plan). Any promissory note accepted 
upon the exercise of an Option from a Participant who is a consultant 
retained by the Company or any Parent or Subsidiary of the Company shall be 
adequately secured by collateral other than the shares of Common Stock 
acquired upon such exercise. Notwithstanding the foregoing, an Option may not 
be exercised by surrender to the Company of shares of the Company's Common 
Stock to the extent such 

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surrender of stock would constitute a violation of the provisions of any law, 
regulation and/or agreement restricting the redemption of the Company's 
Common Stock. Unless otherwise provided by the Board, in the event the 
Company at any time is subject to the regulations promulgated by the Board of 
Governors of the Federal Reserve System or any other governmental entity 
affecting the extension of credit in connection with the Company's 
securities, any promissory note shall comply with such applicable 
regulations, and the Optionee shall pay the unpaid principal and accrued 
interest, if any, to the extent necessary to comply with such applicable 
regulations. The Company reserves, at any and all times, the right, in the 
Company's sole and absolute discretion, to establish, decline to approve 
and/or terminate any program and/or procedure for the exercise of Options by 
means of an execution of Immediate Sale Proceeds.

          5.5   NON-ASSIGNABILITY. No Option granted under the Plan shall be 
assignable or transferable by a Participant except by will or the laws of 
descent and distribution and each Option granted under the Plan shall be 
exercisable only by the Participant (or his or her guardian or legal 
representative) during his or her lifetime.

          5.6   ALL OPTIONS SUBJECT TO TERMS OF THIS PLAN. In addition to the 
provisions contained in any Option Agreement granted under this Plan, each 
Option Agreement shall provide that it is subject to the terms and conditions 
of this Plan and each Participant shall be given a copy of this Plan. 
Further, any terms or conditions contained in any Option Agreement which are 
inconsistent in any respect with the provisions of this Plan shall be 
disregarded and void, or shall be deemed amended to the extent necessary to 
comply with the provisions of this Plan and the intent of the Board.

          5.7   OTHER PROVISIONS. Option Agreements under the Plan shall 
contain such other provisions, including, without limitation: (1) 
restrictions and conditions upon the exercise of the Option, (2) lock-up 
agreements (applicable in the event of the public offering of the Common 
Stock of the Company) restricting a Participant from any sales or other 
transfers of Common Stock received upon exercise of the Option for a 
designated period of time following the effective date of a registration 
statement under the Securities Act, (3) other restrictions on the 
transferability or right to retain shares of the Common Stock received upon 
the exercise of the Option, including repurchase rights at original cost 
based on a vesting schedule, (4) commitments to pay cash bonuses, make loans 
or transfer other property to a Participant upon exercise of any Option, and 
(5) restrictions required by applicable federal, state and foreign securities 
laws, as the Board shall deem necessary or advisable; provided that no such 
additional provision shall be inconsistent with any other term or condition 
of this Plan and no such additional provision shall cause any Incentive Stock 
Option granted hereunder to fail to qualify as an incentive stock option 
under Section 422 of the Code. Without limiting the generality of the 
foregoing, the Board may provide in the form of Option Agreement that, in 
lieu of an exercise schedule, the Option may immediately be exercisable in 
full and provide a "vesting schedule" with respect to the Common Stock so 
purchased, giving the Company (or its assignees) the right to repurchase the 
shares of Common Stock at cost (or some other specified amount) to the extent 
such shares have not become vested upon any termination of the Participant's 
employment or other engagement with the Company, which vesting may depend 

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upon or be related to the attainment of performance goals or other conditions 
(such as the passage of stated time periods) pursuant to which the obligation 
to resell such shares to the Company shall lapse.

     6.   SECURITIES LAW REQUIREMENTS. No shares of Common Stock shall be 
issued upon the exercise of any Option unless and until: (1) the Company and 
the Participant have satisfied all applicable requirements under the 
Securities Act and the Exchange Act, (2) any applicable listing requirement 
of any stock exchange on which the Company's Common Stock is listed has been 
satisfied, and (3) all other applicable provisions of state, federal and 
foreign law have been satisfied. The Board shall cause such legends to be 
placed on certificates evidencing shares of Common Stock issued upon exercise 
of an Option as, in the opinion of the Company's counsel, may be required by 
applicable federal, state and foreign securities laws.

     7.   WITHHOLDING TAXES. The exercise of any Option granted under this 
Plan shall be conditioned upon the Participant's payment to the Company of 
all amounts (in addition to the exercise price) required to meet federal, 
state, local or foreign taxes of any kind required by law to be withheld with 
respect to shares of Common Stock to be issued upon the exercise of such 
Option. The Company shall have the right (but not the obligation) to deduct 
from payments of any kind otherwise due to a Participant (whether regular 
salary, commissions, or otherwise) any federal, state, local or foreign taxes 
of any kind required by law to be withheld with respect to any shares of 
Common Stock issued upon exercise of Options granted under the Plan. The 
Board, in its discretion, may permit or require satisfaction of any such 
withholding obligations by withholding from the shares of Common Stock to be 
issued on exercise of an Option that number of shares of Common Stock having 
a Fair Market Value equal to the minimum amount required to be withheld, 
determined on the date that the amount of tax to be withheld is to be 
determined. In addition, the Board, in its discretion, may declare cash 
bonuses to a Participant to satisfy any such withholding requirements or may 
incorporate provisions in the applicable Option Agreement allowing (or after 
grant of the Option may permit, in its discretion) a Participant to satisfy 
any such withholding obligations, in whole or in part, by delivery of shares 
of the Company's Common Stock already owned by such Participant and which are 
not subject to repurchase, forfeiture, vesting or other similar requirements 
or restrictions. The Fair Market Value of any such shares used to satisfy 
such withholding obligations shall be determined as of the date the amount of 
tax to be withheld is to be determined.

     8.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR CHANGE OF CONTROL.

          8.1   STOCK SPLITS AND SIMILAR EVENTS. Appropriate adjustments 
shall be made in the number and class of shares of capital stock subject to 
the Plan as described in Section 2 of the Section 162(m) Grant Limit 
described in Section 3.1.2 and to any outstanding Options and in the exercise 
price of any outstanding Options in the event of a stock dividend, stock 
split, reverse stock split, recapitalization, combination, reclassification, 
or like change in the capital structure of the Company. In the event a 
majority of the shares which are of the same class as the shares that are 
subject to outstanding Options are exchanged for, converted into, or 
otherwise become shares of another corporation (the "New Shares"), the 
Company may unilaterally amend such Options to provide that each Option is 
exercisable for New Shares. In the event of any such 

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amendment, the number of shares subject to and the exercise price of each 
Option shall be adjusted in a fair and equitable manner.

          8.2   CHANGE OF CONTROL. In the event of a Change of Control (as 
defined below), the surviving, continuing, successor, or purchasing 
corporation or parent corporation thereof, as the case may be (the "Acquiring 
Corporation"), shall either assume the Company's rights and obligations under 
outstanding Options or substitute options for the Acquiring Corporation's 
stock for such outstanding Options. Any Options which are neither assumed or 
substituted for by the Acquiring Corporation in connection with the Change of 
Control nor exercised as of the date of the Change of Control shall terminate 
and cease to be outstanding effective as of the date of the Change of 
Control. A "Change of Control" shall be deemed to have occurred in the event 
any of the following occurs with respect to the Company:

                8.2.1   the direct or indirect sale or exchange by the 
stockholders of the Company of all or substantially all of the stock of the 
Company where the stockholders of the Company before such sale or exchange do 
not retain, directly or indirectly, at least a majority of the beneficial 
interest in the voting stock of the Company after such sale or exchange.

                8.2.2   a merger or consolidation in which the Company is a 
party where the stockholders of the Company before such merger or 
consolidation do not retain, directly or indirectly, at least a majority of 
the beneficial interest in the voting stock of the Company after such merger 
or consolidation.

                8.2.3   the sale, exchange, or transfer of all or 
substantially all of the assets of the Company other than a sale, exchange, 
or transfer to one (1) or more subsidiaries of the Company.

                8.2.4   a liquidation or dissolution of the Company.

          8.3   BOARD'S DETERMINATION FINAL AND BINDING UPON PARTICIPANTS. 
The foregoing determinations and adjustments in this Section 8 relating to 
stock or securities of the Company shall be made by the Board, whose 
determination in that respect shall be final, binding and conclusive. The 
Company shall give notice of any such adjustment or action to each Optionee; 
provided, however, that any such adjustment or action shall be effective and 
binding for all purposes, whether or not such notice is given or received.

          8.4   NO FRACTIONS OF SHARES. Fractions of shares shall not be 
issued by the Company. Instead, such fractions of shares shall be rounded up 
or down to the nearest share, as determined by the Board.

          8.5   NO RIGHTS EXCEPT AS EXPRESSLY STATED. Except as expressly 
provided in this Section 8, no additional rights shall accrue to any 
Participant by reason of any subdivision or combination of shares of the 
capital stock of any class or the payment of any stock dividend or any other 
increase or decrease in the number of shares of any class or by reason of any 
dissolution, liquidation, merger, consolidation or spin-off of assets or 
stock of another corporation, and any issuance by the Company of shares of 
stock of any class or of securities 

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convertible into shares of stock of any class shall not affect, and no 
adjustment by reason thereof shall be made with respect to, the number or 
exercise price of shares of Common Stock subject to Options granted hereunder.

          8.6   NO LIMITATIONS ON COMPANY'S DISCRETION. The grant of Options 
under this Plan shall not affect in any way the right or power of the Company 
to make adjustments, reclassifications, reorganizations or changes of its 
capital or business structure or to merge or consolidate or to dissolve, 
liquidate, sell or transfer all or any part of its business or assets.

     9.   NO ADDITIONAL EMPLOYMENT RELATED RIGHTS OR BENEFITS.

          9.1   NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in this Plan 
or in any Option Agreement shall confer upon any Participant any right with 
respect to the continuation of his or her employment or other engagement by 
the Company or any Parent or Subsidiary of the Company or interfere in any 
way with the right of the Company, subject to the terms of any separate 
employment or consulting agreement to the contrary, at any time to terminate 
such employment or consulting or other relationship or to increase or 
decrease the compensation of any Participant. Whether an authorized leave of 
absence, or absence in military or government service, shall constitute 
termination of a Participant's employment or other engagement shall be 
determined by the Board.

          9.2   OTHER EMPLOYEE BENEFITS. The amount of any compensation 
deemed to be received by any Participant as a result of the exercise of an 
Option or the sale of shares received upon such exercise will not constitute 
compensation with respect to which any other employment (or other engagement) 
related benefits of such Participant are determined, including, without 
limitation, benefits under any bonus, pension, profit-sharing, life insurance 
or salary continuation plan, except as otherwise specifically determined by 
the Board or as expressly provided for in the Option Agreement. The granting 
of an Option shall impose no obligation upon the Participant to exercise such 
Option.

     10.  RIGHTS AS A STOCKHOLDER AND ACCESS TO INFORMATION. No Participant 
and no person claiming under or through any such Participant shall be, or 
have any of the rights or privileges of, a stockholder of the Company in 
respect of any of the shares of capital stock issuable upon the exercise of 
any Option granted under this Plan, unless and until the Option is properly 
and lawfully exercised and a certificate representing the shares so purchased 
is duly issued to the Participant or to his or her estate. No adjustment 
shall be made for dividends or any other rights if the record date relating 
to such dividend or other right predates the date the Participant became a 
stockholder. Participants shall be provided annual financial statements of 
the Company. and such other information generally made available to the 
Company's stockholders.

     11.  USE OF PROCEEDS. The proceeds received from the sale of shares of 
the Common Stock upon exercise of Options granted under the Plan shall be 
used for general corporate purposes.

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     12.  RESERVATION OF SHARES. The Company, during the term of this Plan, 
shall at all times reserve and keep available such number of shares of its 
Common Stock as shall be sufficient to satisfy the requirements of the Plan 
and all Options issued hereunder.

     13.  TERM OF PLAN.

          13.1  EFFECTIVE DATE AND STOCKHOLDER APPROVAL. The Plan became 
effective when adopted by the Board on February 22, 1999, but to the extent 
required under any applicable law, rule or regulation, no Option granted 
under the Plan shall become exercisable unless and until the Plan shall have 
been approved by the Company's stockholders. If such stockholder approval is 
not obtained within twelve (12) months after the date of the Board's adoption 
of the Plan, no Incentive Stock Options may be granted hereunder. Subject to 
the foregoing limitation, Incentive Stock Options may be granted under the 
Plan at any time after the effective date and before the date fixed for 
termination of the Plan.

          13.2  TERMINATION. Unless sooner terminated in accordance with 
Section 14, the Plan shall terminate upon the earlier of: (1) the close of 
business on the last business day preceding the tenth (10th) anniversary of 
the date the Plan is adopted by the Board, or (2) the date on which all 
shares available for issuance under the Plan shall have been issued pursuant 
to Options granted under the Plan and none of such shares shall remain 
subject to contractual repurchase rights of the Company pursuant to "vesting" 
or other similar provisions. If the date of termination is determined under 
clause (1) above, then any Options outstanding on such date shall continue to 
have force and effect in accordance with the provisions of the Option 
Agreements evidencing such Options.

     14.  EARLY TERMINATION AND AMENDMENT OF THE PLAN. The Board may from 
time to time suspend or terminate the Plan or revise or amend it; provided, 
however, that, no amendment shall be effective without the approval of the 
Company's stockholders at a duly held meeting by the vote of a majority of 
the shares present and entitled to vote (or by written consent of the holders 
entitled to vote) in compliance with the requirements of the Company's Bylaws 
and the Delaware General Corporation Law, if (1) such amendment increases the 
aggregate number of shares of Common Stock that may be issued upon exercise 
of Options granted under the Plan (except for adjustments made pursuant to 
Section 8 hereof), (2) modifies the requirements as to eligibility to receive 
Incentive Stock Options under the Plan or (3) stockholder approval is 
required under an applicable law, regulation or rule.

     15.  DEFINITIONS. As used in the Plan, the following terms shall have 
the following meanings:

          15.1  "Board" means the Board of Directors of the Company as it may 
be  comprised from time to time.

          15.2  "Code" means the Internal Revenue Code of 1986, as amended, 
and applicable regulations.

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          15.3  "Committee" means the Compensation Committee of the Board 
comprised of at least two (2) directors.

          15.4  "Company" means Oak Technology, Inc., a corporation organized 
under the laws of the State of Delaware, or any successor corporation.

          15.5  "Disability" means a disability, whether temporary or 
permanent, partial or total, as determined by the Board.

          15.6  "Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

          15.7  "Fair Market Value" means, as of any date, the value of a 
share of the Company's Common Stock determined as follows:

                15.7.1  if such Common Stock is then quoted on the Nasdaq 
National Market System, its last reported sale price on the Nasdaq National 
Market System on that date or, if no such reported sale takes place on such 
date, the average of its closing bid and asked prices on the Nasdaq National 
Market System on the trading day next preceding such date;

                15.7.2  if such Common Stock is publicly traded and is then 
listed on a national securities exchange, its last reported sale price on the 
national securities exchange on which the Common Stock is then listed on that 
date or, if no such reported sale takes place on the such date, the average 
of its closing bid and asked prices on the national securities exchange on 
which the Common Stock is then listed on the trading day next preceding such 
date;

                15.7.3  if such Common Stock is publicly traded but is not 
quoted on the Nasdaq National Market System nor listed or admitted to trading 
on a national securities exchange, the average of its closing bid and asked 
prices on such date, as reported by The Wall Street Journal, for the 
over-the-counter market; or

                15.7.4  if none of the foregoing is applicable, by the Board 
in good faith, with such determination being based upon past arms'-length 
sales by the Company of its equity securities and other factors considered 
relevant in determining the Company's fair value.

     Notwithstanding anything to the contrary in this Section 15.7, any 
Option Agreement may provide for alternative means of valuation for the 
purpose of repurchase at fair market value of shares acquired.

          15.8  "Insider" means an officer or director of the Company or any 
other person whose transactions in the Company's Common Stock are subject to 
Section 16 of the Exchange Act.

          15.9  "Option" means an option to purchase shares of Common Stock 
pursuant to the Plan.

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          15.10 "Option Agreement" means an agreement described in Section 5 
entered into by the Company and a Participant, setting forth the terms, 
conditions and limitations applicable to the Option granted to the 
Participant.

          15.11 "Parent" means any corporation (other than the Company) in an 
unbroken chain of corporations ending with the Company if, at the time of 
granting of an Option, each of such corporations other than the Company owns 
stock possessing fifty percent (50%) or more of the total combined voting 
power of all classes of stock in one of the other corporations in such chain.

          15.12 "Participant" means a person who is granted one or more 
Options under the Plan.

          15.13 "Plan" means this Oak Technology, Inc. Executive Stock Option 
Plan, as amended from time to time.

          15.14 "SEC" means the Securities and Exchange Commission.

          15.15 "Securities Act" means the Securities Act of 1933, as amended.

          15.16 "Subsidiary" means any corporation (other than the Company) 
in an unbroken chain of corporations beginning with the Company if, at the 
time of granting of an Option, each of the corporations other than the last 
corporation in the unbroken chain owns stock possessing fifty percent (50%) 
or more of the total combined voting power of all classes of stock in one of 
the other corporations in such chain.



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