EXHIBIT 10.4

                              OAK TECHNOLOGY, INC.
                        AGREEMENT OF PLAN PARTICIPATION

     This Agreement is made and entered into as of May 6, 2002, by and between
Oak Technology, Inc., a Delaware corporation (the "Company"), and the executive
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named below (the "Executive").  Each capitalized term herein not otherwise
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defined shall have the meaning ascribed to it in the Oak Technology, Inc.
Retention and Severance Plan For Executives (the "Plan").
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                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, the Company has adopted the Plan to provide retention and
severance benefits to certain executives of the Company under the circumstances
provided in the Plan.

     NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS, FOR GOOD AND VALUABLE
CONSIDERATION, AS SPECIFIED IN EXHIBIT A, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED:

1.     Executive shall participate in the Plan thereunder and receive the
rights and benefits provided in the Plan and this Agreement pursuant to the
terms and conditions thereof.

2.     Upon a Termination Upon Change of Control, as defined in the Plan,
Executive will receive (a) one (1) year Base Salary and one (1) year of bonus
at 100% of target in one lump sum amount under Section 2.2.1; (b) an additional
twelve (12) months of acceleration of vesting (in addition to months of vesting
already earned) under Section 2.3.1 of the Plan; and (c) twelve (12) months of
paid COBRA coverage.

3.     Upon a Termination in Absence of Change of Control, as defined in the
Plan, Executive will receive (a) four (4) months of Base Salary continuation
under Section 3.2.1; (b) an additional four (4) months of continued vesting (in
addition to months of vesting already earned) under Section 3.3 of the Plan;
and (c) four (4) months of paid COBRA coverage.

4.     Executive agrees that by executing this Agreement and participating in
the Plan, Executive waives and terminates his or her rights to any cash
severance or option or restricted stock acceleration or continued vesting under
any agreement other than this Agreement (whether written or oral) with Company
that provides that upon a change of control or termination of employment
Executive would be entitled to receive any cash severance or acceleration or
continued vesting.

5.     Executive has read and understands, and agrees to be bound by, the terms
and conditions of the Plan and this Agreement.  Nothing in this Agreement or
the Plan will be construed to limit or otherwise affect in any manner
whatsoever the right or power of the Company to terminate Executive's
employment or other relationship with the Company at any time, for any reason
or no reason, with or without cause.  No amendment or termination of the Plan
shall reduce any of Executive's rights or benefits under the Plan or this
Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

OAK TECHNOLOGY, INC.                      EXECUTIVE:
By:
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    Name:                                 Name:
    Date:                                 Date:


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<PAGE>
                                  Appendix A
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                               RELEASE OF CLAIMS


     THIS RELEASE OF CLAIMS ("Release") is between            ("Executive") and
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Oak Technology, Inc. ("Oak Technology"), a Delaware corporation.
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     1.     Payment of Separation Benefits.  I understand that my employment
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with Oak Technology has terminated.  Oak Technology has agreed that if I choose
to sign this Release on or after my last day of employment, Oak Technology will
provide me separation benefits pursuant to Oak Technology, Inc. Retention and
Severance Plan (the "Plan") and the Agreement of Plan Participation (the
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"Agreement") dated May 6, 2002 (the "Separation Benefits").  I understand that
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I am not entitled to these Separation Benefits unless I sign this Release.
Executive agrees to waive or terminate his or her rights to any cash severance
or option or restricted stock acceleration or continued vesting under any
agreement other than the Agreement (whether written or oral) with Oak
Technology that provides that upon a change of control or termination of
employment Executive would be entitled to receive any cash severance or
acceleration or continued vesting.  This Release, the Plan and the Agreement
contain the entire understanding of Oak Technology and Executive with respect
to cash severance or option or restricted stock acceleration or continued
vesting and supercede any prior agreements with respect to these matters.  I
understand that in addition to the Separation Benefits and regardless of
whether I sign this Release, Oak Technology will pay me all of my accrued
salary and vacation earned through my date of termination and any remaining
unpaid balance of my sign-on bonus.

2.     Release.
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     (a)     Executive and his respective heirs, executors, successors and
assigns, hereby fully and forever release each other and their respective
heirs, executors, successors, agents, officers and directors, from and agree
not to sue concerning, any and all claims, actions, obligations, duties, causes
of action, whether now known or unknown, suspected or unsuspected, that either
of them may possess based upon or arising out of any matter, cause, fact,
thing, act, or omission whatsoever occurring or existing at any time prior to
and including the date of Executive's termination of employment (collectively,
the "Released Matters"), as follows:
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             (i)     any and all claims relating to or arising from Executive's
employment relationship with Oak Technology and the termination of that
relationship;

             (ii)     any and all claims relating to, or arising from,
Executive's right to purchase, or actual purchase of, shares of stock of Oak
Technology, including, without limitation, any claims of fraud,
misrepresentation, breach of fiduciary duty, breach of duty under applicable
state corporate law, and securities fraud under any state or federal law;

             (iii)     any and all claims for wrongful discharge of employment;
termination in violation of public policy; discrimination; breach of contract,
both express and implied; breach of a covenant of good faith and fair dealing,
both express and implied or promissory estoppel;

             (iv)     any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the Employee Retirement Income Security Act of 1974, the Worker
Adjustment and Retraining Notification Act, Older Workers Benefit Protection
Act, and the California Fair Employment and Housing Act, and Labor Code section
201, et. seq.;

             (v)     any and all claims for violation of the federal, or any
state,  constitution;

             (vi)     any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

             (vii)     any and all claims for attorneys' fees and costs.

     This Release does not extend to, and does not result in, a waiver or
release of any of the following:  (a) any claim by Executive for workers'
compensation or unemployment benefits; (b) Executive's rights to indemnity
under the Indemnity Agreement signed by the parties, as well as under Labor
Code section 2802; and (c) all rights and benefits to which Executive is
entitled under the Plan and Agreement.

        (b)     Executive and Oak Technology acknowledge that they have been
advised by legal counsel and are familiar with Section 1542 of the Civil Code
of the State of California, which states:

              A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
              THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
              HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
              WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
              HIS SETTLEMENT WITH THE DEBTOR.

     Executive expressly waives any right or benefit that he has or may have
under Section 1542 of the California Civil Code or any similar provision of the
statutory or non-statutory law of any other jurisdiction, including Delaware.

     3.     Acknowledgment of Waiver of Claims under ADEA.  Executive
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acknowledges that Executive is waiving and releasing any rights Executive may
have under the Age Discrimination in Employment Act of 1967 ("ADEA") and that
this waiver and release is knowing and voluntary.  Executive and Oak Technology
agree that this waiver and release does not apply to any rights or claims that
may arise under ADEA after the Effective Date (defined below) of this Release,
Executive acknowledges that the consideration given for this Release in
addition to anything of value to which Executive was already entitled.
Executive further acknowledges that Executive has been advised by this writing
that:

        (a)     Executive should consult with an attorney prior to executing
this Release;

        (b)     Executive has at least twenty-one (21) days within which to
consider this Release, although Executive may accept the terms of this Release
at any time within those 21 days;

        (c)     Executive has at least seven (7) days following the execution
of this Release by the parties to revoke this Release; and

        (d)     This Release will not be effective until the revocation period
has expired (the "Effective Date").
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    4.     Indemnity and Employee Invention Agreement.  Executive and Oak
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Technology agree that all rights and obligations of the parties under any
indemnity agreement between the parties and under any invention assignment and
confidentiality agreement will continue in effect.

    5.     Voluntary Execution of Agreement.  This Release is executed
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voluntarily and without any duress or undue influence on the part or behalf of
the parties hereto, with the full intent of releasing all claims.  The parties
acknowledge that:

             (a)     they have read this Release;

             (b)     they have been represented in the preparation,
negotiation, and execution of this Release by legal counsel of their own choice
or that they have voluntarily declined to seek such counsel;

             (c)     they understand the terms and consequences of this Release
and of the releases it contains;

             (d)     they are fully aware of the legal and binding effect of
this Release.

EXECUTIVE HAS CONSULTED WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE AND
UNDERSTANDS THAT, BY SIGNING THIS RELEASE, EXECUTIVE IS GIVING UP ANY LEGAL
CLAIMS EXECUTIVE HAS AGAINST OAK TECHNOLOGY EXCEPT AS SET FORTH IN THE PLAN OR
AGREEMENT.  EXECUTIVE FURTHER ACKNOWLEDGES THAT EXECUTIVE DOES SO KNOWINGLY,
WILLINGLY, AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE PLAN
AND THE AGREEMENT.

EXECUTIVE                        OAK TECHNOLOGY, INC.

By:                              By:
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Title:                           Title:
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Date:                            Date:
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