EXHIBIT 10.02


                             AMENDED AND RESTATED
                      1994 EMPLOYEE STOCK PURCHASE PLAN
                  (As Amended And Restated February 5, 2002)


1.   Purpose of the Plan
     -------------------

     Oak Technology, Inc. 1994 Employee Stock Purchase Plan (the "Plan") is
intended to provide a suitable means by which eligible employees of Oak
Technology, Inc. (the "Company") and its participating affiliates may
accumulate, through voluntary, systematic payroll deductions, amounts regularly
credited to their account to be applied to the purchase of shares of the common
stock, par value $0.001, of the Company (the "Common Stock") pursuant to the
exercise of options granted from time to time hereunder.  The Plan provides
employees with the opportunities to acquire proprietary interests in the
Company, and will also provide them with additional incentives to continue
their employment and promote the best interests of the Company.  Options
granted under the Plan are intended to qualify under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code").  Notwithstanding, the
Plan authorizes the grant of options and the issuance of Common Stock which do
not qualify under Section 423 of the Code pursuant to sub-plans adopted by the
Committee designed to achieve desired tax and/or other objectives in particular
locations outside of the United States.


2.   Shares of Stock Subject to the Plan
     -----------------------------------

     Subject to the provisions of section 12, the maximum number of shares of
Common Stock which may be issued on the exercise of options granted under the
Plan shall be:

     (i) 2,300,000 shares, plus

     (ii) an annual increase to be added as of the first day of the Company's
fiscal year, beginning with fiscal year 2002, by an amount equal to the lesser
of (a) one percent (1%) of the total number of shares of Common Stock
outstanding on such date, (b) 500,000 shares of Common Stock, or (c) a lesser
amount determined by the Board.

     Any shares subject to an option under the Plan, which option for any
reason expires or is terminated unexercised as such shares, shall again be
available for issuance on the exercise of other options granted under the Plan.
Shares delivered on the exercise of options may, at the election of the Board
of Directors of the Company, be authorized but previously unissued Common Stock
or Common Stock reacquired by the Company, or both.


3.   Administration
     --------------

     The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the 'Committee'), which shall be comprised of not
less than two members of the Board of Directors of the Company, all of whom
shall be ineligible to participate in this Plan and shall otherwise qualify as
a 'Non-Employee Director' for purposes of Rule 16b-3 of the Securities Exchange
Act of 1934, as amended.  Subject to the provisions of the Plan, the Committee
shall have full discretion and exercise power (i) to determine the terms and
conditions under which the shares shall be offered and corresponding options
shall be granted under the Plan for the Offering Period (as defined in Section
6) consistent with the provisions of the Plan, and (ii) to resolve all
questions relating to the administration of the Plan.

     The interpretation and application by the Committee of any provision of
the Plan shall be final and conclusive on all employees and other persons
having, or claiming to have, an interest under the Plan.  The Committee may, in
its discretion, establish such rules and guidelines relating to the Plan as it
may deem desirable.


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     The Committee may employ such legal counsel, consultant and agents as it
may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such counsel or consultant or agent.  The Committee shall
keep minutes of its actions under the Plan.

     No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
options granted hereunder.

     Notwithstanding anything in the Plan to the contrary, with respect to any
Participant or eligible person who is resident outside of the United States,
the Committee may, in its sole discretion, amend the terms of the Plan in order
to conform such terms with the requirements of local law or to meet the
objectives of the Plan.  The Committee may, where appropriate, establish one or
more sub-plans for this purpose.


4.   Eligibility to Participate
     --------------------------

     The persons eligible to participate in this Plan shall be all individuals
classified as an employee on the payroll records of the Company or any
subsidiary of the Company (within the meaning of Section 424(f) of the Code)
which has been designated by the Committee as eligible to participate in the
Plan with respect to its employees (a 'Designated Subsidiary') who have been
actively employed by the Company or a Designated Subsidiary as of the beginning
of any Offering Period, but excluding employees whose customary employment is
(i) not more than five (5) months in any calendar year, or (ii) twenty (20)
hours or less per week.  An individual who is eligible to participate in the
Plan pursuant to the foregoing sentence is hereinafter referred to as an
'Employee'.

Nothing contained in the Plan shall confer upon any Employee any right to
continue in the employ of the Company or any of its subsidiaries, or interfere
in any way with the right of the Company or any of its subsidiaries to
terminate his employment at any time.


5.   Participation in the Plan
     -------------------------

     An Employee may participate in the Plan only as of the beginning of an
Offering Period.  If an Employee becomes eligible to participate in the Plan
after the commencement of an Offering Period, that Employee may not participate
in the Plan until the beginning of the next Offering Period.  A copy of the
Plan will be furnished to each Employee prior to the beginning of the first
Offering Period during which he may participate in the Plan.  To participate in
the Plan, an Employee must deliver (or cause to be delivered) to the Company,
by the beginning of the Offering Period during which he or she wishes to
participate in the Plan, a contingent subscription for Common Stock and
authorize for payroll deductions to effect the purchase of Common Stock
(hereinafter called a "Participation Election").  In the Participation Election
an Employee must:


     (i)   authorize payroll deductions within the limits prescribed in
Sections 8 and 9 and specify the percentage to be deducted regularly from his
Compensation (as defined in Section 8);

     (ii)   elect and authorize the purchase by him for each Purchase Period a
number of shares of the Company's Common Stock determined by dividing such
Employee's payroll deductions accumulated prior to such Exercise Date and
retained in the Employee's account as of the Exercise Date by the applicable
Purchase Price with respect to the applicable Purchase Period, providing that
such number of shares shall not exceed 500.

     (iii)  furnish the exact name or names and address or addresses in which
the stock certificates for Common Stock purchased by him under the Plan are to
be issued; and

     (iv)   agree to notify the Company if he should dispose of Common Stock
purchased through the Plan within two (2) years of the commencement of the
Purchase Period in which he purchased the Common Stock.


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     Stock certificates for shares of Common Stock purchased under the Plan may
be issued in the Employee's name or, if so designated by the Employee, in his
name and the name of another person who is a member of his family, with right
of survivorship.  For this purpose the "family" of an Employee shall include
only his spouse, his ancestors and lineal descendants and his brothers and
sisters.

     An Employee need not, and may not, make a down payment in order to
participate in the Plan.

     Participation in the Plan is entirely voluntary, and a participating
Employee may withdraw from participation, as provided in Section 15, during any
Purchase Period at any time prior to the Exercise Date for such Purchase
Period.

     The Committee may establish a maximum number of shares of Common Stock
which any Employee may purchase under the Plan for the Purchase Period, which
amount need not be the same for each Purchase Period.


6.   Offering Period, Purchase Period and Grant of Options
     -----------------------------------------------------

     The Plan shall be implemented by a series of consecutive, overlapping
Offering Periods that each last approximately twenty-four months (each, an
"Offering Period").  Offering Periods shall commence on the first business day
on or after February 1 and August 1 of each year (or on such date as the Board
shall determine), and terminate on the last business day in the periods ending
twenty-four months later.

Notwithstanding the foregoing, the Board shall have the power to change the
duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without shareholder approval if such change is
announced at least five (5) days prior to the scheduled beginning of the first
Offering Period to be affected thereafter.

     Each Offering Period shall consist of four consecutive purchase periods of
six months' duration (each, a "Purchase Period").  The last business day of
each Purchase Period shall be the Exercise Date for such Purchase Period.
Except as otherwise set forth below, a Purchase Period shall run from the first
business day in February each year to the last business day in July of the same
year and from the first business day in August each year to the last business
day in January of the following year.

     Notwithstanding the foregoing, the Board shall have the power to establish
for a future Offering Period a different duration or term for one or more
future Purchase Periods (including the commencing and ending dates for any such
Purchaser Period) without shareholder approval if such change is announced at
least five (5) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.

     During each Purchase Period, participating employees shall accumulate
credits to a bookkeeping account maintained by the Company (hereinafter
referred to as a "Stock Purchase Account") through payroll deductions to be
made at the close of each pay period for the purchase of shares of Common Stock
under the Plan.  For each Purchase Period, the Company shall grant options to
participating Employees with respect to the number of shares of Common Stock
(subject to the provisions of Sections 2, 5, 11 and 12) which shall be
purchasable through the application of the amounts credited to such Employee's
Stock Purchase Account at the purchase price per share determined on the
Exercise Date for the Purchase Period (such number of shares to be subject to
reduction in the event of a pro rata apportionment provided for in Section 17).


7.   Exercise Dates and Purchase Prices
     ----------------------------------

     The last business day of each Purchase Period shall constitute the
"Exercise Date" for such Purchase Period.  Subject to the provisions of Section
12, the purchase price per share of Common Stock to be purchased on an Exercise
Date pursuant to the exercise of options granted for the Purchase Period,
through the application of amounts credited during such Purchase Period to the
Stock Purchase Accounts of participating Employees, shall be the lesser of:


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     (A)  an amount equal to 85% of the Fair Market Value of the Common Stock
at the time such option is granted (i.e., the first day of the Offering
Period), or

     (B)  an amount equal to 85% of the Fair Market Value of the Common Stock
on the last day of the Purchase Period (i.e., the Exercise Date).

     For purposes of the Plan, the Fair Market Value of a share of Common Stock
on any date shall be (i) if the Common Stock is traded on an established
securities market, the closing selling price of such Common Stock on such date,
and (ii) if the Common Stock is not so traded, an amount determined by the
Committee in good faith and based upon such factors as it deems relevant to
such determination.  If the Fair Market Value is determined by clause (i)
above, and there are no sales of Common Stock on such date, then the closing
selling price for the Common Stock on the next preceding date for which there
does exist such quotation shall be determinative of the Fair Market Value.


8.   Payroll Deductions - Authorization and Amount
     ---------------------------------------------

     Employees shall authorize in their Participation Elections from 1% to 10%
(in whole percentage increments) of their Compensation to which such election
relates (subject to the limitations of Section 9).  For purposes of the Plan,
the "Compensation" of an Employee for any Offering Period shall mean the gross
amount of his base pay on the basis of his regular, straight-time hourly,
weekly or monthly rate for the number of hours normally worked, plus any sales
commission that contributes to an Employee's total target compensation during
the Offering Period, exclusive of overtime, bonuses, shift premiums and other
forms of compensation.

     A participating Employee may change the amount to be deducted from his
Compensation during the next Offering Period, subject to the limitations of
Sections 8 and 9, by delivering to the Company prior to the beginning of the
next Offering Period a revised Participation Election form. Notwithstanding the
foregoing, upon approval by the Board of Directors of the Company,
participating Employees may change the amount to be deducted from their
Compensation during the current Offering Period, subject to the limitations of
Sections 8 and 9, by delivering to the Company prior to the beginning of the
next Offering Period a revised Participation Election form.

     A participating Employee's authorization for payroll deductions will
remain in effect for the duration of the Plan, subject to the provisions of
Sections 11 and 14, unless his election to purchase Common Stock shall have
been terminated pursuant to the provisions of Section 13, the amount of the
deduction is changed, as provided in this Section 8, or the Employee withdraws
or is considered to have withdrawn from the Plan under Section 15 or 16.

All amounts credited to the Stock Purchase Accounts of participating Employees
shall be held in the general funds of the Company but shall be used from time
to time in accordance with the provisions of the Plan.


9.   Limitations on the Granting of Options
     --------------------------------------

     Anything in the Plan to the contrary notwithstanding, no participating
Employee may be granted an option which permits his rights to purchase Common
Stock under all employee stock purchase plans of the Company and its parent and
subsidiary companies (if any) to accrue at a rate which exceeds $25,000 of the
Fair Market Value of such Common Stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding at any
time.  For purposes of this Section 9:

     (i)   the right to purchase stock under an option accrues when the option
(or any portion thereof) first becomes exercisable during the calendar year;

     (ii)  the right to purchase stock under an option accrues at the rate
provided in the option, but in no case may such rate exceed $25,000 of the Fair
Market Value of such stock (determined at the time such option is granted) for
any one calendar year; and

     (iii) a right to purchase stock which has accrued under one option granted
pursuant to the Plan may not be carried over to any other option.


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     No participating Employee may be granted an option hereunder if such
Employee, immediately after the option is granted, owns (within the meaning of
Section 423 (b) (3) of the Code) stock possessing five (5) percent or more of
the total combined voting power or value of all classes of stock of the Company
or of its parent or subsidiary company.  For purposes of the Plan, the terms
"parent corporation" and "subsidiary corporation" shall have the respective
meanings set forth in section 424 of the Code.


10.   Stock Purchase Amounts
      ----------------------

     The amount deducted from the Compensation of each participating Employee
shall be credited to his individual Stock Purchase Account.  Employees
participating in the Plan may not make direct cash payments to their Stock
Purchase Accounts.

     Following the close of each Purchase Period, the Company will furnish to
each participating Employee a statement of that Employee's individual Stock
Purchase account.  This statement shall show (i) the total amount of payroll
deductions for the Purchase Period just closed, (ii) the number of full shares
(and the purchase price per share) of common stock purchased, pursuant to the
provisions of Section 11, by the participating Employee for the Purchase
Period, and (iii) any remaining balance of payroll deductions which are to be
refunded to the Employee following the close of the Purchase Period (or carried
forward to the next Purchase Period in the case of amounts representing
fractional shares).


11.  Issuance and Purchase of Common Stock
     -------------------------------------

     Shares of Common Stock may be purchased by a participating Employee only
on the Exercise Date for each Purchase Period; and the options which the
Company grants to participating Employees to the purchase of Common Stock for a
Purchase Period may be exercised only on the Exercise Date, and their elections
to purchase Common Stock pursuant to the exercise of such option shall not
become irrevocable until the close of business on the day prior to the Exercise
Date.  No fractional shares of common stock may be purchased hereunder.  The
purchase price per share shall be determined as set forth in Section 7.

     A participating Employee who purchases Common Stock, pursuant to the
exercise of options granted under the Plan, shall purchase as many full shares
as shall be stated in the his Participation Election that the Employee has
completed, subject to the limitations set forth in sections 8, 9, 12 and 17;
provided that in no event may shares be purchased other than by application of
the balance in the Stock Purchase Account on the Exercise Date and that in no
event may a participating Employee purchase a greater number of shares than
would be purchasable at the purchase price determined in accordance with
Section 7 through the application of the balance in his Stock Purchase Account
on the Exercise Date for the Purchase Period to which the option relates.  Any
balance remaining in such a participating Employee's Stock Purchase Account
following an Exercise Date shall be refunded to the Employee as soon as
practicable.

     Certificates for Common Stock so purchased shall be delivered
electronically to the Employee as soon as practicable.

     All rights as an owner of shares of the Common Stock purchased under the
Plan shall accrue to the participating Employee who purchased the shares
effective as of the Exercise Date on which the amounts credited to his Stock
Purchase Account were applied to the purchase of the shares; and such Employee
shall not have any rights as a shareholder prior to such Exercise Date by
reason of his having elected to purchase such shares.


12.  Dilution or Other Adjustment
     ----------------------------

     If the Company is a party to any merger or consolidation, or undergoes any
separation, reorganization or liquidation, the Board of Directors of the
Company shall have the power to make arrangements, which shall be binding upon
the Employees then participating in the Plan, for (i) the purchase of shares
subject to outstanding Participation Elections for the Purchase Period
occurring at such time, (ii) for the assumption of the Company's undertakings
with respect to the Plan by another corporation, or (iii) for the cancellation
of outstanding Participant


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Elections and options to purchase shares and payment by the Company of an
amount (not less than the amount then credited to the Employee's respective
Stock Purchase Accounts) determined by the Board of Directors in consideration
thereof.  In addition, in the event of a reclassification, stock split,
combination of shares, separation (including a spin-off), dividend on shares of
the Common Stock payable in stock, or other similar change in capitalization or
in the corporate structure of the shares of the Common Stock of the Company,
the Committee shall conclusively determine the appropriate adjustment in the
purchase price and other terms of purchase for shares subject to outstanding
Participation Elections for the Purchase Period occurring at such time, in the
number and kind of shares or other securities which may by purchased for such
Purchase Period and in the aggregate number of shares which may be purchased
under the Plan.  Any such adjustment in the shares or other securities subject
to the outstanding options granted to such Employee (including any adjustments
in the option price) shall be made in such manner as not to constitute a
modification as defined by Section 424(h)(3) of the Code and only to the extent
permitted by Sections 423 and 424 of the Code.



13.  No Assignment of Plan Rights or of Purchased Stock
     --------------------------------------------------

     An Employee must promptly advise the Company if a disposition shall be
made of any shares of Common Stock purchased by him under the Plan if such
disposition shall have occurred within two years of the commencement of the
Purchase Period in which he purchased such shares.

     A participating Employee's privilege to purchase Common Stock under the
Plan can be exercised only by him; and he cannot purchase Common Stock for
someone else, although he may designate (in accordance with the provisions of
Section 5) that stock certificates of Common Stock purchased by the Employee be
issued in the joint names of the Employee and a family member.

     An Employee participating in the Plan may not sell, transfer, pledge, or
assign to any other person any interest, privilege or right under the Plan or
in any amounts credited to his Stock Purchase Account; and if this provision
shall be violated, his election to purchase Common Stock shall terminate, and
the only right remaining thereunder will be to have paid to the person entitled
thereto the amount then credited to the Employee's Stock Purchase Account.


14.  Leave of Absence
     ----------------

     Should a participating Employee cease to remain in active service by
reason of an approved unpaid leave of absence, then the Employee shall have the
right, exercisable up until the last business day of the Purchase Period in
which such leave commences, to (a) withdraw from the Plan and have all amounts
then credited to the individual's Stock Purchase Account not already used for
the purchase of Common Stock repaid as soon as possible or (b) have such funds
held for the purchase of shares on his or her behalf on the next scheduled
Exercise Date.  In no event, however, shall any further payroll deductions be
collected on the Employee's behalf during such leave.  Upon the Employee's
return to active service within (i) ninety (90) days following the commencement
of such leave or, if longer, (ii) the period during which such Employee's right
to reemployment with the Company is guaranteed by either statute or contract,
his or her payroll deductions under the Plan shall automatically resume at the
rate in effect at the time the leave began, unless the Employee withdraws from
the Plan prior to his or her return.  However, if such return does not occur
prior to the Exercise Date for the Purchase Period in which the leave began,
the participating Employee will be considered to have withdrawn from the Plan
as provided for in Section 15.  In addition, if the participating Employee's
leave of absence exceeds ninety (90) days and the right to employment is not
guaranteed by statute or contract, the Employee shall be deemed to have
withdrawn from the Plan as provided in Section 15 on the ninety-first (91st)
day of such leave.


15.  Withdrawal from, and Reparticipation in the Plan
     ------------------------------------------------

     During any Purchase Period a participating Employee may withdraw from the
Plan at any time prior to the Exercise Date for the Purchase Period; and,
subject to, and in accordance with the provisions of sections 5 and 8, he may
again participate in the Plan at the beginning of any Purchase Period
subsequent to the Purchase Period in which he withdrew.  Withdrawal of a
participating Employee shall be effected by written notification prior to such
Exercise Date to the Company on a form which the Company shall provide for this
purpose ("Notice of Withdrawal").  In the event a participating Employee shall
withdraw from the Plan, all amounts then credited to his Stock Purchase Account
shall be returned as soon as practicable after his Notice of Withdrawal shall
have been received.

     If an Employee's payroll deductions shall be interrupted by any legal
process, a Notice of Withdrawal will be considered as having been received on
the day the interruption shall occur.


16.  Termination of Participation
     ----------------------------

     A participating Employee's right to continue participation in the Plan
will terminate upon the earliest to occur of (i) the Company's termination of
the Plan, (ii) the Employee's transfer to ineligible employment status, or
(iii) retirement, disability, death or other termination of employment with the
Company.  Upon the termination of an Employee's right to continue participation
in the Plan on account of the occurrence of any of the foregoing events, all
amounts then credited to the individuals Stock Purchase Account not already
used for the purchase of Common Stock will be repaid as soon as practicable.
Such repayments shall be made to the participating Employee unless the
termination of participation occurred by reason of such Employee's death, in
which event such repayment shall be made to such Employee's beneficiary.  For
this purpose, an Employee's beneficiary shall be the person, persons or entity
designated by the Employee on a form prescribed by and delivered to the Company
or, in the absence of an effective beneficiary designation, the Employee's
estate; provided, however, that the determination of the Employee's beneficiary
hereunder shall be subject to any applicable community property or other laws.
Notwithstanding any of the foregoing, the provisions of Section 14 shall govern
in the event of a participating Employee's termination of employment by reason
of an unpaid leave of absence.


17.  Apportionment of Stock
     ----------------------

     If at any time shares of Common Stock authorized for purposes of the Plan
shall not be available in sufficient number to meet the purchase requirements
under all outstanding Participation elections, the Committee shall apportion
the remaining available shares among the participating Employees on a pro rata
basis.  In no case shall any apportionment of shares be made with respect to a
participating Employee's election to purchase unless such election is then in
effect (subject only to any suspension provided for in the Plan).  The
Committee shall give notice of such apportionment and of the method of
apportionment used to each participating Employee to whom shares shall have
been apportioned.


18.  Government Regulations
     ----------------------

     The Plan, and the obligation of the Company to issue, sell and deliver
Common Stock under the Plan are subject to all applicable laws and to all
applicable rules, regulations and approvals of government agencies.


19.  Amendment or Termination
     ------------------------

     Except where otherwise delegated to the Committee, the Board of Directors
of the Company may at any time amend, suspend or terminate the Plan; provided,
however, that no amendment (other than an amendment authorized by Section 12)
may be made increasing the aggregate number of shares of Common Stock which may
be issued pursuant to the Plan, reducing the minimum purchase price at which
shares may be purchased hereunder, extending the maximum period during which
shares may be purchased hereunder or changing the class of employees eligible
to participate hereunder, without the approval of the holders of a majority of
the outstanding voting shares of the Company.


20.  Effective Date
     --------------

     The Plan shall become effective on the later of the IPO date (as hereafter
defined) or (ii) the date of its adoption by the Board of Directors of the
Company, subject to approval of the Plan by the holders of a majority of the
outstanding voting shares of the Company within 12 months after the date of the
Plan's adoption by said Board of Directors.  In the event of the failure to
obtain such shareholder approval, the Plan shall be null and void and the
Company shall have no liability thereunder.  No shares of the Common Stock may
be issued under the Plan until such shareholder approval has been obtained.
For purposes of this Section 20, the  "IPO Date" shall mean the date on which
shares of Common Stock of the Company are first sold to the public.


21.  Termination
     -----------

     Subject to earlier discontinuance, in accordance with Section 19, the Plan
shall terminate on the date preceding the date which is ten (10) years
following the effective date specified in Section 20.  Any unexpired Purchase
Period that commenced prior to such termination date shall forthwith expire on
such termination date, which shall be deemed the Exercise Date for such
Purchase Period.


22.  Automatic Transfer to Low Price Offering Period
     -----------------------------------------------

     To the extent permitted by any applicable laws, regulations or stock
exchange rules, if the Fair Market Value of the Common Stock on any Exercise
Date in an Offering Period is lower than the Fair Market Value of the Common
Stock on the first day of the Offering Period, then all participants in such
Offering Period will be automatically withdrawn from such Offering Period
immediately after the exercise of their options on such Exercise Date and
automatically re-enrolled in the immediately following Offering Period as of
the first day thereof.


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