EXHIBIT 10.2


                               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 Chief
Executive Officer named below (the "CEO").  Each capitalized term herein not
otherwise defined shall have the meaning ascribed to it in the Oak Technology,
Inc. Retention and Severance Plan for the Chief Executive Officer (the "Plan").

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, the Company has adopted the Plan to provide retention and
severance benefits to the CEO 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.     CEO 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, CEO will receive (a) eighteen
(18) months Base Salary and eighteen (18) months of bonus at 100% of target in
one lump sum amount under Section 2.2.1; (b) an additional eighteen (18) months
of acceleration of vesting (in addition to months of vesting already earned)
under Section 2.3.1 of the Plan; and (c) eighteen (18) months of paid COBRA
coverage.

3.     Upon a Termination in Absence of Change of Control, CEO will receive (a)
twelve (12) months of Base Salary continuation and twelve (12) months of bonus
at 100% of target in one lump sum amount under Section 3.2.1; (b) an additional
twelve (12) months of continued vesting (in addition to months of vesting
already earned) under Section 3.3 of the Plan; and (c) twelve (12) months of
paid COBRA coverage.

4.     CEO 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 the Company
that provides that upon a change of control or termination of employment CEO
would be entitled to receive any cash severance or acceleration or continued
vesting.

5.     CEO 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 CEO'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
CEO'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.

COMPENSATION COMMITTEE               EXECUTIVE:
OAK TECHNOLOGY, INC.

Albert Yu                            Name: Young K. Sohn

David Rynne                          Date:
                                          --------------------------------

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                                  Appendix A
                                  ----------

                              RELEASE OF CLAIMS

     THIS RELEASE OF CLAIMS ("Release") is between Young K. Sohn ("CEO") and
Oak Technology, Inc. ("Oak Technology"), a Delaware corporation.

1.     Payment of Separation Benefits.  I understand that my employment 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 for the Chief Executive Officer (the "Plan") and the Agreement
of Plan Participation (the "Agreement") dated May 6, 2002 (the "Separation
Benefits").  I understand that I am not entitled to these Separation Benefits
unless I sign this Release.  CEO 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 CEO 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 CEO 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.
       -------

      (a)     CEO 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 CEO's termination of employment (collectively, the
"Released Matters"), as follows:

        (i)     any and all claims relating to or arising from CEO's employment
relationship with Oak Technology and the termination of that relationship;

        (ii)     any and all claims relating to, or arising from, CEO'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


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        (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 CEO for workers' compensation or
unemployment benefits; (b) CEO'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 CEO is entitled under the Plan and
Agreement.

           (b)     CEO 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.

    CEO 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.  CEO acknowledges
            ---------------------------------------------
that CEO is waiving and releasing any rights CEO may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary.  CEO 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, CEO acknowledges
that the consideration given for this Release in addition to anything of value
to which CEO was already entitled.  CEO further acknowledges that CEO has been
advised by this writing that:

           (a)     CEO should consult with an attorney prior to executing this
Release;
           (b)     CEO has at least twenty-one (21) days within which to
consider this Release, although CEO may accept the terms of this Release at any
time within those 21 days;

           (c)     CEO 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").

     4.     Indemnity and Employee Invention Agreement.  CEO and Oak 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
            --------------------------------
 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.

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

COMPENSATION COMMITTEE
OAK TECHNOLOGY, INC.

Albert Yu                      CEO:

David Rynne                    Name: Young K. Sohn

                               Date:
                                     ---------------------------------


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