EXHIBIT 10.1


                             OAK TECHNOLOGY, INC.
                         RETENTION AND SEVERANCE PLAN
                        FOR THE CHIEF EXECUTIVE OFFICER

                             Adopted April 9, 2002

1.  GENERAL
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1.1	Purpose.  The purpose of this Plan is to provide specified
-------
         compensation and benefits to the Chief Executive Officer ("CEO") in
         the event of a "Termination Upon Change of Control" or a "Termination
         in Absence of Change of Control" as defined under this Plan.

    1.2  No Employment Agreement.  This Plan does not obligate the Company to
         -----------------------
         continue to employ CEO for any specific period of time, or in any
         specific role or geographic location.  Subject to the terms of any
         applicable written employment agreement between Company and the CEO,
         Company may assign the CEO to other duties, and either the CEO or
         Company may terminate CEO's employment at any time for any reason.

    1.3  Defined Terms.  Capitalized terms used in this Plan shall have the
         -------------
         meanings set forth in Section 5, unless the context clearly requires a
         different meaning.

2.  TERMINATION UPON CHANGE OF CONTROL
    ----------------------------------

    2.1  Prior Obligations.  In the event of the CEO's Termination Upon Change
         -----------------
         of Control, the CEO shall be entitled to the basic severance
         compensation described below.

         2.1.1 Accrued Salary and Vacation.  All salary and accrued vacation
               ---------------------------
               earned through the date of the CEO's termination of employment,
               less applicable federal and state withholding, shall be paid
               upon termination of employment.

         2.1.2 Accrued Bonus Payment.  The CEO shall receive a lump sum payment
               ---------------------
               of CEO's target bonus for the Company's prior fiscal year to the
               extent that any such bonus was earned and is unpaid on the date
               of termination of employment.

         2.1.3 Expense Reimbursement.  Within ten (10) days of submission of
               ---------------------
               proper expense reports by the CEO, the Company shall reimburse
               the CEO for all expenses incurred by the CEO, consistent with
               past practices, in connection with the business of the Company
               prior to the CEO's termination of employment.

         2.1.4 Employee Benefits.  The CEO shall receive the benefits, if any,
               -----------------
               under any 401(k) plan, nonqualified deferred compensation plan,
               employee stock purchase plan and other Company benefit plans to
               which the CEO may be entitled pursuant to the terms of such
               plans.

    2.2 Additional Cash Severance Benefits.  In the event of the CEO's
        ----------------------------------
        Termination Upon Change of Control, the CEO shall be entitled to the
        additional executive severance benefits described below.

        2.2.1 Cash Severance Payment.  The CEO shall receive a lump sum payment
              ----------------------
              in an amount equal to eighteen (18) months of Base Salary and
              eighteen (18) months of target bonus at the 100% level, less
              applicable federal and state withholding, paid within thirty (30)
              days of Termination Upon Change of Control.

    2.3 Stock Option or Restricted Stock Acceleration.
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        2.3.1 Acceleration Following Termination Upon Change of Control.  All
              ---------------------------------------------------------

              outstanding stock options granted under the Company's 1994 Stock
              Option Plan and the Executive Stock Option Plan that are
              unvested, and restricted stock issued by the Company to the CEO
              prior to the Change of Control shall have their vesting and
              exercisability accelerated by eighteen (18) months from the date
              of termination.  The CEO will have at least twelve (12) months to
              exercise any outstanding stock options following Termination Upon
              a Change of Control, but in no event more than ten (10) years
              from the initial grant date of such stock options.

        2.3.2 Acceleration Following Non-assumption Upon Change of Control.  If
              ------------------------------------------------------------
              there is a Change of Control transaction in which outstanding
              stock options granted under the Company's 1994 Stock Option Plan,
              the Executive Stock Option Plan and restricted stock issued by
              the Company prior to the transaction are not fully assumed by, or
              replaced by fully equivalent substitute options or restricted
              stock of, the Successor, then (1) all such unvested options and
              restricted stock shall have their vesting fully accelerated to be
              100% vested immediately prior to the effective date of the Change
              of Control and (2) the Company shall provide reasonable prior
              written notice to the CEO of (a) the date such unexercised
              options will terminate and (b) the period during which the CEO
              may exercise the fully vested options.  The CEO will have at
              least twelve (12) months to exercise any outstanding vested stock
              options following Termination Upon a Change of Control, but in no
              event more than ten (10) years from the initial grant date of
              such stock options.

    2.4 Extended Insurance Benefits.  If the CEO elects coverage under the
        ---------------------------
        Consolidated Budget Reconciliation Act of 1985 ("COBRA"), the CEO shall
        receive at the Company's expense continued provision of the Company's
        health related and other standard employee insurance coverages as in
        effect immediately prior to the CEO's Termination Upon Change of
        Control for a period of eighteen (18) months following such Termination
        Upon Change of Control.  The date of the "qualifying event" for the CEO
        and any dependents shall be the date upon which the CEO terminates
        employment.

3.  TERMINATION IN ABSENCE OF CHANGE OF CONTROL
    -------------------------------------------

    3.1 Prior Obligations.  In the event of the CEO's Termination in Absence of
        -----------------
        Change of Control, the CEO shall be entitled to the basic severance
        compensation described below.

        3.1.1 Accrued Salary and Vacation.  All salary and accrued vacation
              ---------------------------
              earned through the date of the CEO's termination of employment,
              less applicable federal and state withholding, shall be paid upon
              termination of employment.

        3.1.2 Accrued Bonus Payment.  The CEO shall receive a lump sum payment
              ---------------------
              of CEO's target bonus for the Company's prior fiscal year to the
              extent that any such bonus was earned and is unpaid on the date
              of termination of employment.

        3.1.3 Expense Reimbursement.  Within ten (10) days of submission of
              ---------------------
              proper expense reports by the CEO, the Company shall reimburse
              the CEO for all expenses incurred by the CEO, consistent with
              past practices, in connection with the business of the Company
              prior to the CEO's termination of employment.

        3.1.4 Employee Benefits.  The CEO shall receive the benefits, if any,
              -----------------
              under any 401(k) plan, nonqualified deferred compensation plan,
              employee stock purchase plan and other Company benefit plans to
              which the CEO may be entitled pursuant to the terms of such
              plans.


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    3.2 Continuation of Base Salary and Cash Severance Payment.  In the event
        ------------------------------------------------------
        of the CEO's Termination in Absence of Change of Control, the CEO shall
        be entitled to the additional executive severance benefits described
        below.

        3.2.1 Cash Severance Payment.  In the event of an CEO's Termination in
              ----------------------
              Absence of Change of Control, the CEO shall be entitled to
              receive, less applicable federal and state withholding, (i) CEO's
              Base Salary for a period of one (1) year in accordance with the
              Company's normal payroll practice and (ii) a lump sum payment of
              CEO's one (1) year target bonus at 100% of target.


    3.3 Vesting Continuation Following Termination in Absence of Change of
        ------------------------------------------------------------------
        Control.   All outstanding and unvested stock options granted (either
        -------
        under the Company's 1994 Stock Option Plan or its 1994 Outside
        Director's Stock Option Plan or its Executive Stock Option Plan) and
        restricted stock issued by the Company to the CEO prior to the CEO's
        Termination in Absence of Change of Control shall continue to vest and,
        in the case of stock options continue to remain exercisable (but in no
        event shall be exercisable for more than ten (10) years from the
        initial grant date of such stock options), as if the CEO remained
        employed by the Company for the period of twelve (12) additional
        months.

    3.4 Extended Insurance Benefits.
        ---------------------------

        3.4.1 Benefit Continuation.  If the CEO elects coverage under COBRA,
              --------------------
              CEO shall receive at the Company's expense continued provision of
              the Company's health related and other standard employee
              insurance coverages as in effect immediately prior to the CEO's
              Termination in Absence of Change of Control for a period of
              twelve (12) months following such Termination in Absence of
              Change of Control.  The date of the "qualifying event" for the
              CEO and any dependents shall be the date upon which the CEO
              terminates employment.

        3.4.2 Coverage Under Another Plan.   Notwithstanding the preceding
              ---------------------------
              provisions of this subsection 3.4, in the event the CEO becomes
              covered as a primary insured (that is, not as a beneficiary under
              a spouse's or partner's plan) under another employer's group
              health plan during the period provided for herein, the CEO
              promptly shall inform the Company and the Company shall cease
              provision of continued group health insurance for the CEO and any
              dependents.

4.  FEDERAL EXCISE TAX UNDER SECTION 280G
    -------------------------------------

    4.1 Reimbursement of Excise Tax.  If (1) any amounts payable to the CEO
        ---------------------------
        under this Plan are characterized as excess parachute payments pursuant
        to Section 4999 of the Internal Revenue Code of 1986, as amended (the
        "Code"), and (2) the CEO thereby would be subject to any United States
        federal excise tax due to that characterization, then the CEO may
        elect, in the CEO's sole discretion, to reduce the amounts payable
        under this Plan or to have any portion of applicable options or
        restricted stock not vest in order to avoid any "excess parachute
        payment" under Section 280G(b)(1) of the Code.

    4.2 Determination by Independent Public Accountants.  Unless the Company
        -----------------------------------------------
        and the CEO otherwise agree in writing, any determination required
        under this Section 4 shall be made in writing by independent public
        accountants agreed to by the Company and the CEO (the "Accountants"),
        whose determination shall be conclusive and binding upon the CEO and
        the Company for all purposes.  For purposes of making the calculations
        required by this Section 4, the Accountants may rely on reasonable,
        good faith interpretations concerning the application of Sections 280G
        and 4999 of the Code.  The Company and the CEO shall furnish to the
        Accountants such information and documents as the Accountants may
        reasonably request in order to make the required


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        determinations.  The Company shall bear all fees and expenses the
        Accountants may reasonably charge in connection with the services
        contemplated by this Section 4.

5.  DEFINITIONS
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    5.1 Capitalized Terms Defined.  Capitalized terms used in this Plan shall
        have the meanings set forth in this Section 5, unless the context
        clearly requires a different meaning.

    5.2 "Base Salary" means the base salary of the CEO immediately preceding
         -----------
        any Change of Control, or in the absence of Change of Control,
        immediately preceding the CEO's termination of employment.

    5.3 "Cause" means:
         -----
         (a) a good faith determination by the Board of Directors of the
             Company that the CEO willfully failed to follow the lawful written
             directions of the Board of Directors; provided that no termination
             for Cause shall occur unless the CEO: (i) has been provided with
             notice of the Company's intention to terminate the CEO for Cause,
             and (ii) has had at least 30 days to cure or correct  their
             behavior; or

         (b) engagement in gross misconduct which is materially detrimental to
             the Company; provided that no termination for Cause shall occur
             unless the CEO: (i) has been provided with notice of the Company's
             intention to terminate the CEO for Cause, and (ii) has had at
             least 30 days to cure or correct  their  behavior; or


         (c) willful and repeated failure or refusal to comply in any material
             respect to the Company's Assignment and Confidentiality Agreement,
             the Company's insider trading policy, or any other reasonable
             policies of the Company where non-compliance would be materially
             detrimental to the Company; provided that no termination for Cause
             shall occur unless the CEO: (i) has been provided with notice of
             the Company's intention to terminate the CEO for Cause, and (ii)
             has had at least 30 days to cure or correct  their behavior; or

         (d) commission of an unlawful or criminal act (serious in nature)
             which the Board of Directors reasonably believes would reflect
             adversely on the Company.

    5.4 "Change of Control" means:
         -----------------

         (a) any "person" (as such term is used in Sections 13(d) and 14(d) of
                  ------
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act")), other than a trustee or other fiduciary holding securities
             of the Company under an employee benefit plan of the Company,
             becomes the "beneficial owner" (as defined in Rule 13d-3
             promulgated under the Exchange Act), directly or indirectly, of
             securities of the Company representing 50% or more of (A) the
             outstanding shares of common stock of the Company or (B) the
             combined voting power of the Company's then-outstanding
             securities;

         (b) the Company is party to a merger or consolidation, or series of
             related transactions, which results in the voting securities of
             the Company outstanding immediately prior thereto failing to
             continue to represent (either by remaining outstanding or by being
             converted into voting securities of the surviving entity) at least
             fifty ("50%) percent of the combined voting power of the voting
             securities of the Company or such surviving entity outstanding
             immediately after such merger or consolidation;

         (c) the sale or disposition of all or substantially all of the
             Company's assets (or consummation of any transaction, or series of
             related transactions, having similar effect);


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         (d) as a result of a transaction as described in Section 5.4(a),
             5.4(b) or 5.4(c) above, there occurs a change in the composition
             of the Board of Directors of the Company within a two-year period
             after such transaction whereby fewer than a majority of the
             directors remain as Incumbent Directors;

         (e) the dissolution or liquidation of the Company; or

         (f) any transaction or series of related transactions that has the
             substantial effect of any one or more of the foregoing.

    5.5  "Company" shall mean Oak Technology, Inc., and, following a Change of
          -------
         Control, any Successor.

    5.6  "CEO" shall mean the chief executive officer of the Company whom the
          ---
         Company determines to be eligible to participate in the Plan and who
         has executed an Agreement of Plan Participation in the form set forth
         in Exhibit A hereto, incorporated by reference hereto and made part of
         this Plan.

    5.7  "Good Reason" means the occurrence of any of the following conditions,
          -----------
         without the CEO's informed written consent:

         (a) assignment to the CEO of a title position, responsibilities or
             duties that are materially less than the title position,
             responsibilities and duties which the CEO occupied immediately
             preceding any termination of employment;

         (b) a reduction in the CEO's Base Salary or target bonus opportunity
             or a material reduction in employee benefits;

         (c) the Company's requiring the CEO (i) to be based at any office or
             location more than 35 miles from the office where the CEO was
             employed immediately preceding the Change of Control, or (ii) to
             travel on Company business to a substantially greater extent than
             required immediately preceding the Change of Control,; or

         (d) any material breach by the Company of the terms of this Plan,
             including but not limited to the failure by the Company to require
             a Successor (whether direct or indirect, by purchase, merger,
             consolidation or otherwise) to all or substantially all of the
             business and/or assets of the Company to assume expressly and
             agree to perform the Company's Change of Control obligations, as
             if no such succession had taken place.

    5.8 "Incumbent Director" shall mean a director who either (1) is a director
         ------------------
         of the Company as of the Effective Date, or (2) is elected, or
         nominated for election, to the Board of Directors of the Company with
         the affirmative votes of at least a majority of the directors of the
         Company at the time of such election or nomination who were themselves
         elected, or nominated for election, to the Board of Directors of the
         Company with the affirmative votes of at least a majority of the
         directors of the Company at the time of his or her election or
         nomination, provided that in no event shall any director be deemed to
         be an Incumbent Director if such director was elected or nominated in
         connection with an actual or threatened proxy contest relating to the
         election of directors to the Company.

    5.9  "Permanent Disability" means that:
          --------------------
         (a) the CEO has been incapacitated by bodily injury, illness or
             disease so as to be prevented thereby from engaging in the
             performance of the CEO's duties;

         (b) such total incapacity shall have continued for a period of six
             consecutive months; and


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         (c) such incapacity will, in the opinion of a qualified physician, be
             permanent and continuous during the remainder of the CEO's life.

    5.10 "Successor" means the Company as defined above and any successor or
          ---------
          assign to substantially all of its business and/or assets.

    5.11 "Termination in Absence of Change of Control" means any termination of
          -------------------------------------------
          employment of CEO by the Company without Cause (i) that occurs prior
          to the date that the Company has reached a definitive agreement that
          would result in a Change of Control, (ii) that occurs after the
          Company announces that it has terminated any such definitive
          agreement and does not thereafter enter into discussions that lead to
          such a definitive agreement, or (iii) that occurs more than twelve
          (12) months following a Change of Control.  Notwithstanding the
          foregoing, the term "Termination in Absence of Change of Control"
          shall not include any termination of the employment of the CEO (1) by
          the Company for Cause; (2) by the Company as a result of the
          Permanent Disability of the CEO; (3) as a result of the death of the
          CEO; or (4) as a result of the voluntary termination of employment by
          the CEO.

    5.12  "Termination Upon Change of Control" means:
           ----------------------------------

          (a) any termination of the employment of the CEO by the Company
              without Cause during the period commencing on or after the date
              that the Company first publicly announces a definitive agreement
              that would result in a Change of Control (even though still
              subject to approval by the Company's stockholders and other
              conditions and contingencies) and ending on the date which is
              twelve (12) months following a Change of Control; or

          (b) any resignation by CEO for Good Reason where (i) such Good Reason
              occurs during the period commencing on or after the date that the
              Company first publicly announces a definitive agreement that
              would result in a Change of Control (even though still subject to
              approval by the Company's stockholders and other conditions and
              contingencies) and ending on the date which is twelve (12) months
              following the Change of Control, and (ii) such resignation occurs
              within six (6) months following the occurrence of such Good
              Reason.

              Notwithstanding the foregoing, the term "Termination Upon Change
              of Control"  shall not include any termination of the employment
              of the CEO (1) by the Company for Cause; (2) by the Company as a
              result of the Permanent Disability of the CEO; (3) as a result of
              the death of the CEO; or (4) as a result of the voluntary
              termination of employment by the CEO for reasons other than Good
              Reason.

6.  EXCLUSIVE REMEDY
    ----------------

    6.1 No Other Benefits Payable.  The CEO shall be entitled to no other
        -------------------------
        compensation, benefits, or other payments from the Company as a result
        of any termination of employment with respect to which the payments
        and/or benefits described in Sections 2, 3 and 4 have been provided to
        the CEO, except as expressly set forth in this Plan or, subject to the
        provisions of Sections 11 and 15, in a duly executed employment
        agreement between Company and the CEO.

    6.2 Release of Claims.  The Company may condition payment of the cash
        -----------------
        severance in Sections 2, 3 and 4 of this Plan and the stock option
        acceleration described in Sections 2, 3 and 4 of this Plan upon the
        delivery by the CEO of a signed release of claims in a form reasonably
        satisfactory to the Company; provided, however, that the CEO shall not
        be required to release any rights the CEO may have to be indemnified by
        the Company.

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7.  PROPRIETARY AND CONFIDENTIAL INFORMATION
    ----------------------------------------

    The Company shall condition payment of the cash severance benefits
    described in this Plan upon the CEO's acknowledgment of CEO's continuing
    obligation, the CEO agrees to continue to abide by the terms and conditions
    of the Company's confidentiality and/or proprietary rights agreement
    between the CEO and the Company.

8.  NON-SOLICITATION AND NONCOMPETITION
    -----------------------------------

    8.1 Agreement Not to Solicit.  If Company performs its obligations to
        ------------------------
        deliver the severance benefits set forth in Sections 2, 3 and 4 of the
        Plan, then for a period of one (1) year after the CEO's termination of
        employment, the CEO will not solicit the services or business of any
        employee (other than the CEO's administrative assistant), distributor,
        vendor, representative or customer of the Company to discontinue that
        person's or entity's relationship with or to the Company.

    8.2 Continuation of Benefits; Transition Services.  If Company performs its
        ---------------------------------------------
        obligations to deliver the severance benefits set forth in Sections 3
        and 4 of the Plan, then for a period of one (1) year after the CEO's
        Termination in Absence of Change of Control, to the maximum extent
        enforceable by law, the CEO will provide reasonable transition services
        as requested by the Company.


9.  ARBITRATION
    -----------

    9.1 Disputes Subject to Arbitration.  Any claim, dispute or controversy
        -------------------------------
        arising out of this Plan, the interpretation, validity or
        enforceability of this Plan or the alleged breach thereof shall be
        submitted by the parties to binding arbitration by the American
        Arbitration Association; provided, however, that (1) the arbitrator
        shall have no authority to make any ruling or judgment that would
        confer any rights with respect to the trade secrets, confidential and
        proprietary information or other intellectual property of the Company
        upon the CEO or any third party; and (2) this arbitration provision
        shall not preclude the Company from seeking legal and equitable relief
        from any court having jurisdiction with respect to any disputes or
        claims relating to or arising out of the misuse or misappropriation of
        the Company's intellectual property.  Judgment may be entered on the
        award of the arbitrator in any court having jurisdiction.

    9.2 Site of Arbitration.  The site of the arbitration proceeding shall be
        -------------------
        in Santa Clara County, California.

10. INTERPRETATION
    --------------

    This CEO and the Company agree that this Plan shall be interpreted in
    accordance with and governed by the laws of the State of California as
    applied to contracts entered into and entirely to be performed within that
    state.

11. CONFLICT IN BENEFITS; NONCUMULATION OF BENEFITS
    -----------------------------------------------

    11.1 No Limitation of Regular Benefit Plans.  Except as provided in Section
         --------------------------------------
         11.2 below, this Plan is not intended to and shall not affect, limit
         or terminate any plans, programs, or arrangements of the Company that
         are regularly made available to a significant number of employees or
         officers of the Company, including without limitation the Company's
         stock option plans.

    11.2 Noncumulation of Cash Benefits.  The CEO may not cumulate cash
         ------------------------------
         severance payments, stock options and restricted stock vesting under
         both this Plan and other plan or policy of the Company.  If the CEO
         has any other binding written agreement with the Company which
         provides that upon a Change of Control or termination of employment
         the CEO shall receive Change of Control or termination benefits, then
         no benefits shall be received by CEO under this Plan unless the CEO


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         agrees to waive CEO's rights to such benefits pursuant to Exhibit A,
         in which case this Plan shall supercede any such written agreement
         with respect to such benefits.

12. SUCCESSORS AND ASSIGNS
    ----------------------

    12.1 Successors of the Company.  The Company will require any successor or
         -------------------------
         assign (whether direct or indirect, by purchase, merger, consolidation
         or otherwise) to all or substantially all of the business and/or
         assets of the Company, expressly, absolutely and unconditionally to
         assume and agree to perform this Plan in the same manner and to the
         same extent that the Company would be required to perform it if no
         such succession or assignment had taken place.  Failure of the Company
         to obtain such agreement shall be a material breach of this Plan.

    12.2 No Assignment of Rights.  The interest of the CEO in this Plan or in
         -----------------------
         any distribution to be made under this Plan may not be assigned,
         pledged, alienated, anticipated, or otherwise encumbered (either at
         law or in equity) and shall not be subject to attachment, bankruptcy,
         garnishment, levy, execution, or other legal or equitable process.
         Any act in violation of this Section 12.2 shall be void.

    12.3 Heirs and Representatives of the CEO.  This Plan shall inure to the
         ------------------------------------
         benefit of and be enforceable by the CEO's personal and legal
         representatives, executors, administrators, successors, heirs,
         distributees, devises and legatees.

13. NOTICES
    -------
    For purposes of this Plan, notices and all other communications provided
    for in the Plan shall be in writing and shall be deemed to have been duly
    given when delivered or mailed by United States registered mail, return
    receipt requested, postage prepaid, as follows:

            If to the Company:     Oak Technology, Inc.
                                   1390 Kifer Road
                                   Sunnyvale, CA 94086
            Attention:             General Counsel


    and if to the CEO at the address specified by the CEO.  Either party may
    provide the other with notices of change of address, which shall be
    effective upon receipt.

14. NO REPRESENTATIONS
    ------------------

    The CEO acknowledges that in entering into this Plan, the CEO is not
    relying and has not relied on any promise, representation or statement made
    by or on behalf of the Company which is not set forth in this Plan.

15. MODIFICATION AND AMENDMENT

    At any time after the Effective Date of this Plan and prior to the date
    thirty (30) days before the earlier of (1) the date that the Company first
    publicly announces it is conducting negotiations leading to a Change of
    Control, or (2) the date that the Company enters into a definitive
    agreement that would result in a Change of Control (even though still
    subject to approval by the Company's stockholders and other conditions and
    contingencies), the Board of Directors of the Company shall have the right
    to amend, suspend or terminate this Plan at any time and for any reason.
    Notwithstanding the preceding sentence, however, no amendment or
    termination of this Plan shall reduce the CEO's rights or benefits under
    this Plan if the CEO was employed by the Company before the date the
    amendment is adopted or this Plan is terminated, as appropriate.


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16. VALIDITY
    --------

    16.1 Invalid Provisions.  If any one or more of the provisions (or any part
         ------------------
         thereof) of this Plan shall be held invalid, illegal or unenforceable
         in any respect, the validity, legality and enforceability of the
         remaining provisions (or any part thereof) shall not in any way be
         affected or impaired thereby.

    16.2 Execution by Company Executive Officer or Director.  This Plan and any
         --------------------------------------------------
         modifications or amendments shall require the approval of the Board of
         Directors of the Company.

17. EFFECTIVE DATE; TERM OF PLAN
    ----------------------------

    17.1 Effective Date.  The Effective Date of this Plan is the date the Plan
         --------------
 is adopted by the Board of Directors.

    17.2 Term of Plan.  The term of the Plan shall continue until December 31,
         ------------
         2004.

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