CIRRUS LOGIC INC, S-8, 1996-11-19

CIRRUS LOGIC INC
S-8, 1996-11-19
COMPUTER COMMUNICATIONS EQUIPMENT

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As filed with the Securities and Exchange Commission
on November 19, 1996

Registration No. 33-__________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CIRRUS LOGIC, INC.
(Exact Name of Registrant as specified in its charter)

California 77-0024818
(State of Incorporation) (I.R.S. Employer
Identification Number)

3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Address, including zip code, of
Registrant's principal executive offices)

1996 Stock Plan
Amended 1989 Employee Stock Purchase Plan
(Full Titles of the Plans)

Thomas F. Kelly
Chief Financial Officer
CIRRUS LOGIC, INC.
3100 West Warren Avenue
Fremont, CA 94538
(510) 623-8300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

COPIES TO:
Michael J. Danaher, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, no par value

- Upon exercise of
options and stock
purchase rights under
1996 Stock Plan 2,500,000 $21.12 (1) $52,800,0000 (1) $16,000

- Upon exercise of
options and stock
purchase rights under
Amended 1989 Employee
Stock Purchase Plan 600,000 (2) $21.12 (1) $12,672,000 (1) $ 3,840

<FN>

(1) Estimated solely for the purpose of calculating the amount of
the registration fee on the basis of the average of the high and low
prices reported in the Nasdaq National Market on November 15, 1996.

(2) The remaining 2,800,000 shares reserved for issuance under the Amended
1989 Employee Stock Purchase Plan were registered under seven Registration
Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914, 33-53990,
33-71862, 33-83148 and 33-65495 filed with the Commission on October 24,
1989, October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993, August 22, 1994 and December 28, 1995, respectively.

</TABLE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated by Reference.

There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

1. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated May 1, 1989, filed pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating
such description.

2. Registration Statements on Form S-8 numbered 33-31697,
33-37409, 33-43914, 33-47453, 33-53990, 33-60464, 33-71862, 33-83148 and
33-65495 filed with the Commission on October 24, 1989, October 24, 1990,
November 14, 1991, April 24, 1992, November 4, 1992, April 2, 1993, November
17, 1993, August 22, 1994 and December 28, 1995, respectively.

3. The Company's Annual Report on Form 10-K for the year ended
March 30, 1996 filed pursuant to Section 13(a) of the Exchange Act.

4. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996 filed pursuant to Section 13 of the Exchange Act.

5. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 28, 1996 filed pursuant to Section 13 of the Exchange Act.

6. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article IV of the Company's Articles of Incorporation and Article VI
of the Bylaws of the Company provide for indemnification of certain agents to
the maximum extent permitted by the California Corporations Code. Persons
covered by this indemnification provision include current and former directors,
officers, employees and other agents of the Company, as well as persons who
serve at the request of the Company as directors, officers, employees or agents
of another enterprise. In addition, the Company has entered into agreements
with its officers and directors which require the Corporation to indemnify its
officers and directors to the maximum extent permitted under California law.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Number

4.1 1996 Stock Plan.

4.2 The Forms of Stock Option Agreement and
Restricted Stock Purchase Agreement to the 1996 Stock Plan.

4.3 Amended 1989 Employee Stock Purchase Plan.

4.4 The Form of Stock Purchase Agreement to the Amended 1989
Employee Stock Purchase Plan is incorporated herein by reference. See
Registration Statements on Form S-8 numbered 33-31697, 33-37409, 33-43914,
33-53990, 33-71862, 33-83148 and 33-65495 filed with the Commission on October
24, 1989, October 24, 1990, November 14, 1991, November 4, 1992, November 17,
1993, August 22, 1994 and December 28, 1995, respectively.

5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.,
as to legality of securities being registered.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of Counsel (contained in Exhibit 5.1).

24.1 Power of Attorney (see page II-5).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fremont, State of California, on November 18,
1996.

CIRRUS LOGIC, INC.

/s/ Thomas F. Kelly
Thomas F. Kelly
Executive Vice President, Finance and
Administration, Chief Financial
Officer, and Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael L. Hackworth and Thomas F. Kelly
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Michael L. Hackworth
(Michael L. Hackworth)
President, Chief Executive Officer, and Director
(Principal Executive Officer)
November 19, 1996

/s/ Thomas F. Kelly
(Thomas F. Kelly)
Executive Vice President, Finance and Administration, Chief
Financial Officer, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
November 19, 1996

/s/ Suhas S. Patil
(Suhas S. Patil)
Chairman of the Board, Executive Vice President, Products &
Technology, and Director
November 19, 1996

/s/ C. Gordon Bell
(C. Gordon Bell)
Director
November 19, 1996

/s/ D. James Guzy
(D. James Guzy)
Director
November 19, 1996

/s/ C. Woodrow Rea
(C. Woodrow Rea)
Director
November 19, 1996

/s/ Walden C. Rhines
(Walden C. Rhines)
Director
November 19, 1996

/s/ Robert H. Smith
(Robert H. Smith)
Director
November 19, 1996

Exhibit
Number Description

4.1 1996 Stock Plan.

4.2 The Forms of Stock Option Agreement and
Restricted Stock Purchase Agreement to the 1996 Stock Plan.

4.3 Amended 1989 Employee Stock Purchase Plan.

4.4 The Form of Stock Purchase Agreement to the Amended 1989
Employee Stock Purchase Plan is incorporated herein by
reference. See Registration Statements on Form S-8 numbered
33-31697, 33-37409, 33-43914, 33-53990, 33-71862, 33-83148 and 33-65495
filed with the Commission on October 24, 1989, October 24,
1990, November 14, 1991, November 4, 1992, November 17, 1993,
August 22, 1994 and December 28, 1995, respectively.

5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as to
legality of securities being registered.

23.1 Consent of Ernst & Young LLP, Independent Auditors.

23.2 Consent of Counsel (contained in Exhibit 5.1).

24.1 Power of Attorney

CIRRUS LOGIC, INC.
1996 STOCK PLAN

1. Purposes of the Plan. The purposes of this Stock Plan are:
--------------------

. to attract and retain the best available personnel for positions of
substantial responsibility,

. to provide additional incentive to Employees and Consultants, and

. to promote the success of the Company's business.

Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time
of grant. Stock Purchase Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:
-----------

a) "Administrator" means the Board or any of its Committees as shall be
-------------
administering the Plan, in accordance with Section 4 of the Plan.

b) "Applicable Laws" means the legal requirements relating to the
---------------
administration of stock option plans under U. S. state corporate laws,
U.S. federal and state securities laws, the Code and the applicable
laws of any foreign country or jurisdiction where Options or Stock
Purchase Rights will be or are being granted under the Plan.

c) "Board" means the Board of Directors of the Company.
-----

d) "Code" means the Internal Revenue Code of 1986, as amended.
----

e) "Committee" means a Committee appointed by the Board in accordance
---------
with Section 4 of the Plan.

f) "Common Stock" means the Common Stock of the Company.
------------

g) "Company" means Cirrus Logic, Inc., a California corporation.
-------

h) "Consultant" means any person, including an advisor, engaged by the
----------
Company or a Parent or Subsidiary to render services and who is
compensated for such services. The term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or
who are not compensated by the Company for their services as
Directors.

i) "Continuous Status as an Employee or Consultant" means that the
----------------------------------------------
employment or consulting relationship with the Company, any Parent, or
Subsidiary, is not interrupted or terminated. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case
of (i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent,
any Subsidiary, or any successor. A leave of absence approved by the
Company shall include sick leave, military leave, or any other
personal leave approved by an authorized representative of the
Company. For purposes of Incentive Stock Options, no such leave may
exceed ninety days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company is not so guaranteed, on
the 181st day of such leave any

-1-
<PAGE>

Incentive Stock Option held by the Optionee shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as
a Nonstatutory Stock Option.

j) "Director" means a member of the Board.
--------

k) "Disability" means total and permanent disability as defined in
----------
Section 22(e)(3) of the Code.

l) "Employee" means any person, including Officers and Directors,
--------
employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor payment of a director's fee by the
Company shall be sufficient to constitute "employment" by the Company.

m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
------------

n) "Fair Market Value" means, as of any date, the value of Common Stock
-----------------
determined as follows:

i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the day of
determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the day
of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

iii) In the absence of an established market for the Common Stock, the
Fair Market Value shall be determined in good faith by the
Administrator.

o) "Incentive Stock Option" means an Option intended to qualify as an
----------------------
incentive stock option within the meaning of Section 422 of the Code
and the regulations promulgated thereunder.

p) "Nonstatutory Stock Option" means an Option not intended to qualify as
-------------------------
an Incentive Stock Option.

q) "Notice of Grant" means a written notice evidencing certain terms and
---------------
conditions of an individual Option or Stock Purchase Right grant. The
Notice of Grant is part of the Option Agreement.

r) "Officer" means a person who is an officer of the Company within the
-------
meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

s) "Option" means a stock option granted pursuant to the Plan.
------

-2-
<PAGE>

t) "Option Agreement" means a written agreement between the Company and
----------------
an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

u) "Optioned Stock" means the Common Stock subject to an Option or Stock
--------------
Purchase Right.

v) "Optionee" means an Employee or Consultant who holds an outstanding
--------
Option or Stock Purchase Right.

w) "Parent" means a "parent corporation", whether now or hereafter
------
existing, as defined in Section 424(e) of the Code.

x) "Plan" means this 1996 Stock Option Plan.
----

y) "Restricted Stock" means shares of Common Stock acquired pursuant to a
----------------
grant of Stock Purchase Rights under Section 11 below.

z) "Restricted Stock Purchase Agreement" means a written agreement
-----------------------------------
between the Company and the Optionee evidencing the terms and
restrictions applying to stock purchased under a Stock Purchase Right.
The Restricted Stock Purchase Agreement is subject to the terms and
conditions of the Plan and the Notice of Grant.

aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
----------
Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

bb) "Section 16(b)" means Section 16(b) of the Securities Exchange Act of
-------------
1934, as amended.

cc) "Share" means a share of the Common Stock, as adjusted in accordance
-----
with Section 13 of the Plan.

dd) "Stock Purchase Right" means the right to purchase Common Stock
--------------------
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

ee) "Subsidiary" means a "subsidiary corporation", whether now or
----------
hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the
-------------------------
Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 2,500,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

a) If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which
were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated); provided, however,
--------
that Shares that have actually been issued under the Plan, whether
upon exercise of an Option or Stock Purchase Right, shall not be
returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price, and
the original purchaser of such Shares did not receive any benefits of
ownership of such Shares, such Shares shall become available for
future grant under the Plan. For

-3-
<PAGE>

purposes of the preceding sentence, voting rights shall not be
considered a benefit of Share ownership.

4. Administration of the Plan.
--------------------------

a) Procedure.
---------

i) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
------------------------------
Plan may be administered by different bodies with respect to
Directors, Officers who are not Directors, and Employees who are
neither Directors nor Officers.

ii) Administration With Respect to Directors and Officers Subject to
----------------------------------------------------------------
Section 16(b). With respect to Option or Stock Purchase Right
-------------
grants made to Employees who are also Officers or Directors
subject to Section 16(b) of the Exchange Act, the Plan shall be
administered by (A) the Board, if the Board may administer the
Plan in a manner complying with the rules under Rule 16b-3
relating to the disinterested administration of employee benefit
plans under which Section 16(b) exempt discretionary grants and
awards of equity securities are to be made, or (B) a committee
designated by the Board to administer the Plan, which committee
shall be constituted to comply with the rules under Rule 16b-3
relating to the disinterested administration of employee benefit
plans under which Section 16(b) exempt discretionary grants and
awards of equity securities are to be made. Once appointed, such
Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the rules
under Rule 16b-3 relating to the disinterested administration of
employee benefit plans under which Section 16(b) exempt
discretionary grants and awards of equity securities are to be
made.

iii) Administration With Respect to Other Persons. With respect to
--------------------------------------------
Option or Stock Purchase Right grants made to Employees or
Consultants who are neither Directors nor Officers of the
Company, the Plan shall be administered by (A) the Board or (B) a
committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such
Committee shall serve in its designated capacity until otherwise
directed by the Board. The Board may increase the size of the
Committee and appoint additional members, remove members (with or
without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent
permitted by Applicable Laws.

b) Powers of the Administrator. Subject to the provisions of the Plan,
---------------------------
and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have
the authority, in its discretion:

i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(n) of the Plan;

ii) to select the Consultants and Employees to whom Options and Stock
Purchase Rights may be granted hereunder;

-4-
<PAGE>

iii) to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof, are granted
hereunder;

iv) to determine the number of shares of Common Stock to be covered
by each Option and Stock Purchase Right granted hereunder;

v) to approve forms of agreement for use under the Plan;

vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder. Such terms
and conditions include, but are not limited to, the exercise
price, the time or times when Options or Stock Purchase Rights
may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or Stock
Purchase Right or the shares of Common Stock relating thereto,
based in each case on such factors as the Administrator, in its
sole discretion, shall determine;

vii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

viii) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to sub-
plans established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;

ix) to modify or amend each Option or Stock Purchase Right (subject
to Section 15(c) of the Plan), including the discretionary
authority to extend the post-termination exercisability period of
Options longer than is otherwise provided for in the Plan;

x) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator;

xi) to determine the terms and restrictions applicable to Options and
Stock Purchase Rights and any Restricted Stock; and

xii) to make all other determinations deemed necessary or advisable
for administering the Plan.

c) Effect of Administrator's Decision. The Administrator's decisions,
----------------------------------
determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options or Stock Purchase Rights.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be
-----------
granted to Employees and Consultants. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or
Consultant who has been granted an Option or Stock Purchase Right may be
granted additional Options or Stock Purchase Rights.

-5-
<PAGE>

6. Limitations.
-----------

a) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year (under all plans of the Company and
any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options.

b) Neither the Plan nor any Option or Stock Purchase Right shall confer
upon an Optionee any right with respect to continuing the Optionee's
employment or consulting relationship with the Company, nor shall they
interfere in any way with the Optionee's right or the Company's right
to terminate such employment or consulting relationship at any time,
with or without cause.

c) The following limitations shall apply to grants of Options to
Employees:

i) No Employee shall be granted, in any fiscal year of the Company,
Options to purchase more than 400,000 Shares.

ii) In connection with his or her initial employment, an Employee may
be granted Options to purchase up to an additional 800,000 Shares
which shall not count against the limit set forth in subsection
(i) above.

iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 13.

iv) If an Option is cancelled in the same fiscal year of the Company
in which it was granted (other than in connection with a
transaction described in Section 13), the cancelled Option will
be counted against the limits set forth in subsections (i) and
(ii) above.

7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become
------------
effective upon the earlier to occur of its adoption by the Board or its
approval by the shareholders of the Company as described in Section 19 of
the Plan. It shall continue in effect for a term of ten (10) years unless
terminated earlier under Section 15 of the Plan.

8. Term of Option. The term of each Option shall be stated in the Notice of
--------------
Grant; provided, however, that in the case of an Incentive Stock Option,
the term shall be ten (10) years from the date of grant or such shorter
term as may be provided in the Notice of Grant.

9. Option Exercise Price and Consideration.
---------------------------------------

a) Exercise Price. The per share exercise price for the Shares to be
--------------
issued pursuant to exercise of an Option shall be no less than 100% of
the Fair Market Value per Share on the date of grant.

b) Waiting Period and Exercise Dates. At the time an Option is granted,
---------------------------------
the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied
before the Option may be exercised. In so doing, the Administrator
may specify that an Option may not be exercised until either the
completion

-6-
<PAGE>

of a service period or the achievement of performance criteria with
respect to the Company or the Optionee.

c) Form of Consideration. The Administrator shall determine the
---------------------
acceptable form of consideration for exercising an Option, including
the method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration may consist entirely of:

i) cash;

ii) check;

iii) promissory note;

iv) other Shares which (A) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more
than six months on the date of surrender, and (B) have a Fair
Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be
exercised;

v) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to
pay the exercise price;

vi) a reduction in the amount of any Company liability to the
Optionee, including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation
program or arrangement;

vii) any combination of the foregoing methods of payment; or

viii) such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws.

10. Exercise of Option.
------------------

a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
-----------------------------------------------
hereunder shall be exercisable according to the terms of the Plan and
at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.

i) An Option may not be exercised for a fraction of a Share.

ii) An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and
(ii) full payment for the Shares with respect to which the Option
is exercised. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted
by the Option Agreement and the Plan. Shares issued upon
exercise of an Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the Optionee and
his or her spouse. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of
the Company), no

-7-
<PAGE>

right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such stock certificate promptly
after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in
Section 13 of the Plan.

iii) Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which
the Option is exercised.

b) Termination of Employment or Consulting Relationship. Upon
----------------------------------------------------
termination of an Optionee's Continuous Status as an Employee or
Consultant, other than upon the Optionee's death or Disability, the
Optionee may exercise his or her Option within such period of time as
is specified in the Notice of Grant to the extent that he or she is
entitled to exercise it on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in
the Notice of Grant). In the absence of a specified time in the
Notice of Grant, the Option shall remain exercisable for three (3)
months following the Optionee's termination. Notwithstanding the
above, in the event the Company is involved in a merger as a result of
which Optionees are precluded from selling shares of the acquiring
company until the publication of financial results covering post-
merger combined operations ("Pooling Restrictions"), options held by
Optionees subject to such Pooling Restrictions (including options that
are assumed or substituted pursuant to Section 13(c)) shall remain
exercisable until five (5) business days after the expiration of such
Pooling Restrictions (but not beyond the original term of the Option)
notwithstanding an earlier termination of such Optionee's Continuous
Status as an Employee or Consultant. If, on the date of termination,
the Optionee is not entitled to exercise his or her entire Option, the
Shares covered by the unexercisable portion of the Option shall revert
to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

c) Notwithstanding the above, in the event of an Optionee's change in
status from Consultant to Employee or Employee to Consultant, the
Optionee's Continuous Status as an Employee or Consultant shall not
automatically terminate solely as a result of such change in status.
In such event, an Incentive Stock Option held by the Optionee shall
cease to be treated as an Incentive Stock Option and shall be treated
for tax purposes as a Nonstatutory Stock Option three months and one
day following such change of status.

d) Disability of Optionee. Upon termination of an Optionee's Continuous
----------------------
Status as an Employee or Consultant as a result of the Optionee's
Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months (or such other period of time as is
determined by the Administrator) from the date of termination, but
only to the extent that the Optionee is entitled to exercise it on the
date of termination (and in no event later than the expiration of the
term of the Option as set forth in the Notice of Grant). If, on the
date of termination, the Optionee is not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable portion of
the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

-8-
<PAGE>

e) Death of Optionee. In the event of the death of an Optionee, the
-----------------
Option may be exercised at any time within twelve (12) months (or such
other period of time as is determined by the Administrator) following
the date of death (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant), by the
Optionee's estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent that the
Optionee was entitled to exercise the Option at the date of death.
If, at the time of death, the Optionee was not entitled to exercise
his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after
death, the Optionee's estate or a person who acquired the right to
exercise the Option by bequest or inheritance does not exercise the
Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

f) Rule 16b-3. Options granted to individuals subject to Section 16 of
----------
the Exchange Act ("Insiders") must comply with the applicable
provisions of Rule 16b-3 and shall contain such additional conditions
or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

11. Stock Purchase Rights.
---------------------

a) Rights to Purchase. Stock Purchase Rights may be issued either alone,
------------------
in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it
shall advise the offeree in writing, by means of a Notice of Grant, of
the terms, conditions and restrictions related to the offer, including
the number of Shares that the offeree shall be entitled to purchase,
the price to be paid, and the time within which the offeree must
accept such offer, which shall in no event exceed ninety (90) days
from the date upon which the Administrator made the determination to
grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator. The aggregate number of Shares
subject to grants of Stock Purchase Rights shall not exceed ten
percent (10%) of the Shares subject to the Plan pursuant to Section 3.

b) Repurchase Option. Unless the Administrator determines otherwise, the
-----------------
Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary
termination of the purchaser's employment with the Company for any
reason (including death or Disability); provided that the minimum
period of employment over which any such Company repurchase option
lapses shall not be less than three (3) years. The purchase price for
Shares repurchased pursuant to the Restricted Stock purchase agreement
shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The
repurchase option shall lapse at a rate determined by the
Administrator.

c) Rule 16b-3. Stock Purchase Rights granted to Insiders, and Shares
----------
purchased by Insiders in connection with Stock Purchase Rights, shall
be subject to any restrictions applicable thereto in compliance with
Rule 16b-3. An Insider may only purchase Shares pursuant to the grant
of a Stock Purchase Right, and may only sell Shares purchased pursuant
to the grant of a Stock Purchase Right, during such time or times as
are permitted by Rule 16b-3.

-9-
<PAGE>

d) Other Provisions. The Restricted Stock Purchase Agreement shall
----------------
contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Administrator in its sole
discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each purchaser.

e) Rights as a Shareholder. Once the Stock Purchase Right is exercised,
-----------------------
the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the Stock Purchase Right is
exercised, except as provided in Section 13 of the Plan.

f) Issuance of Shares. As soon as possible after full payment of the
------------------
purchase price, the Shares purchased shall be duly issued; provided,
however, that the Administrator may require that the purchaser make
adequate provision for any Federal and State withholding obligations
of the Company as a condition to such purchase.

g) Shares Available Under the Plan. Exercise of a Stock Purchase Right in
-------------------------------
any manner shall result in a decrease in the number of Shares that
thereafter shall be available for reissuance under the Plan.

12. Non-Transferability of Options and Stock Purchase Rights. An Option or
--------------------------------------------------------
Stock Purchase Right may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws
of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
------------------------------------------------------------------------
Sale.
----

a) Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Option and Stock Purchase Right, and the number of
shares of Common Stock which have been authorized for issuance under the
Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right, as well as the price per
share of Common Stock covered by each such outstanding Option or Stock
Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an Option or Stock Purchase Right.

b) Dissolution or Liquidation. In the event of the proposed dissolution
--------------------------
or liquidation of the Company, the Administrator shall notify each Optionee
as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option or Stock Purchase
Right until ten (10) days prior to such transaction as to all of the
Optioned Stock covered thereby, including Shares

-10-
<PAGE>

as to which the Option would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option or Stock Purchase Right
shall lapse as to all such Shares, provided the proposed dissolution or
liquidation takes place at the time and in the manner contemplated. To the
extent it has not been previously exercised, an Option or Stock Purchase
Right will terminate immediately prior to the consummation of such proposed
action.

c) Merger or Asset Sale. In the event of a merger of the Company with or
--------------------
into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right shall be
assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation, or in
the event that the successor corporation refuses to assume or substitute
for the Option or Stock Purchase Right, the Optionee shall have the right
to exercise the Option or Stock Purchase Right as to all of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable.
If an Option or Stock Purchase Right is exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee that the Option or Stock Purchase
Right shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Stock Purchase Right shall terminate
upon the expiration of such period. For the purposes of this paragraph,
the Option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the
right to purchase or receive, for each Share of Optioned Stock subject to
the Option or Stock Purchase Right immediately prior to the merger or sale
of assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise
of the Option or Stock Purchase Right, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right, to be solely common stock of
the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Common Stock in the merger
or sale of assets.

14. Date of Grant. The date of grant of an Option or Stock Purchase Right
-------------
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall
be provided to each Optionee within a reasonable time after the date of such
grant.

15. Amendment and Termination of the Plan.
-------------------------------------

a) Amendment and Termination. The Board may at any time amend, alter,
-------------------------
suspend or terminate the Plan.

b) Shareholder Approval. The Company shall obtain shareholder approval of
--------------------
any Plan amendment to the extent necessary and desirable to comply with
Rule 16b-3 or with Sections 162(m) or 422 of the Code (or any successor
rule or statute or other applicable law, rule or regulation, including the
requirements of any exchange or quotation system on which the Common Stock
is listed or quoted). Such shareholder approval, if required, shall be
obtained in such a manner and to such a degree as is required by the
applicable law, rule or regulation.

c) Effect of Amendment or Termination. No amendment, alteration,
----------------------------------
suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise

-11-
<PAGE>

between the Optionee and the Administrator, which agreement must be in
writing and signed by the Optionee and the Company.

16. Conditions Upon Issuance of Shares.
----------------------------------

a) Legal Compliance. Shares shall not be issued pursuant to the exercise
----------------
of an Option or Stock Purchase Right unless the exercise of such Option or
Stock Purchase Right and the issuance and delivery of such Shares shall
comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, Applicable Laws, and the requirements
of any stock exchange or quotation system upon which the Shares may then be
listed or quoted, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.

b) Investment Representations. As a condition to the exercise of an
--------------------------
Option or Stock Purchase Right, the Company may require the person
exercising such Option or Stock Purchase Right to represent and warrant at
the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation
is required.

17. Liability of Company.
--------------------

a) Inability to Obtain Authority. The inability of the Company to obtain
-----------------------------
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.

b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an
--------------------------------
Option or Stock Purchase Right exceeds, as of the date of grant, the number
of Shares which may be issued under the Plan without additional shareholder
approval, such Option or Stock Purchase Right shall be void with respect to
such excess Optioned Stock, unless shareholder approval of an amendment
sufficiently increasing the number of Shares subject to the Plan is timely
obtained in accordance with Section 15(b) of the Plan.

18. Reservation of Shares. The Company, during the term of this Plan, will at
---------------------
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

19. Shareholder Approval Continuance of the Plan shall be subject to approval
--------------------
by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be
obtained in the manner and to the degree required under applicable federal
and state law.

-12-

EXHIBIT 4.2

CIRRUS LOGIC, INC.

FORM OF STOCK OPTION AGREEMENT AND
RESTRICTED STOCK PURCHASE AGREEMENT
-----------------------------------------

CIRRUS LOGIC, INC.
1996 STOCK PLAN
STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option
Agreement.

I. NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]
You have been granted an option to purchase Common Stock of
the Company, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:

Grant Number
Date of Grant
Vesting Commencement Date
Exercise Price per Share $
Total Number of Shares Granted
Total Exercise Price $
Type of Option: ___ Incentive Stock Option
___ Nonstatutory Stock Option
Term/Expiration Date:

Vesting Schedule:

This Option may be exercised, in whole or in part, in
accordance with the following schedule:

[25% of the Shares subject to the Option shall vest twelve
months after the Vesting Commencement Date, and 1/48 of the Shares
subject to the Option shall vest each month thereafter, subject to
the Optionee's Continuous Status as an Employee or Consultant not
terminating prior to such dates].

Termination Period:

This Option may be exercised for _____ [days/months] after
Optionee's Continuous Status as an Employee or Consultant
terminates. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the
Plan. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II. AGREEMENT

1. Grant of Option. The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant
attached as Part I of this Agreement (the "Optionee") an option
(the "Option") to purchase the number of Shares, as set forth in
the Notice of Grant, at the exercise price per share set forth in
the Notice of Grant (the "Exercise Price"), subject to the terms
and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 15(c) of the Plan, in the event of
a conflict between the terms and conditions of the Plan and the
terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive
Stock Option ("ISO"), this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code. However, if
this Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code Section 422(d) it
shall be treated as a Nonstatutory Stock Option ("NSO").

2. Exercise of Option.

(a) Right to Exercise. This Option is exercisable
during its term in accordance with the Vesting Schedule set out in
the Notice of Grant and the applicable provisions of the Plan and
this Option Agreement.

(b) Method of Exercise. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A
(the "Exercise Notice"), which shall state the election to
exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall
be completed by the Optionee and delivered to the Company. The
Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise
Price.

No Shares shall be issued pursuant to the exercise of
this Option unless such issuance and exercise complies with
Applicable Laws. Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to
the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

3. Method of Payment. Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof,
at the election of the Optionee:

(a) cash; or

(b) check; or

(c) consideration received by the Company under a
cashless exercise program implemented by the Company in connection
with the Plan; or

(d) surrender of other Shares which (i) in the case of
Shares acquired upon exercise of an option, have been owned by the
Optionee for more than six (6) months on the date of surrender,
and (ii) have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares.

4. Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime
of Optionee only by the Optionee. The terms of the Plan and this
Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

5. Term of Option. This Option may be exercised only
within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and
the terms of this Option Agreement.

6. Tax Consequences. Some of the federal tax consequences
relating to this Option, as of the date of this Option, are set
forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

(a) Exercising the Option.

(i) Nonstatutory Stock Option. The Optionee may
incur regular federal income tax liability upon exercise of a NSO.
The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the
Optionee is an Employee or a former Employee, the Company will be
required to withhold from his or her compensation or collect from
Optionee and pay to the applicable taxing authorities an amount in
cash equal to a percentage of this compensation income at the time
of exercise, and may refuse to honor the exercise and refuse to
deliver Shares if such withholding amounts are not delivered at
the time of exercise.

(ii) Incentive Stock Option. If this Option
qualifies as an ISO, the Optionee will have no regular federal
income tax liability upon its exercise, although the excess, if
any, of the Fair Market Value of the Exercised Shares on the date
of exercise over their aggregate Exercise Price will be treated as
an adjustment to alternative minimum taxable income for federal
tax purposes and may subject the Optionee to alternative minimum
tax in the year of exercise. In the event that the Optionee
changes his or her status from an Employee to a Consultant or a
Consultant to an Employee, any Incentive Stock Option of the
Optionee that remains unexercised shall cease to qualify as an
Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option on the date three (3) months and one (1)
day following such change of status.

(b) Disposition of Shares.

(i) NSO. If the Optionee holds NSO Shares for at
least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal income tax
purposes.

(ii) ISO. If the Optionee holds ISO Shares for at
least one year after exercise and two years after the grant date,
any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes. If the
Optionee disposes of ISO Shares within one year after exercise or
two years after the grant date, any gain realized on such
disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the excess, if any, of the
lesser of (A) the difference between the Fair Market Value of the
Shares acquired on the date of exercise and the aggregate Exercise
Price, or (B) the difference between the sale price of such Shares
and the aggregate Exercise Price. Any additional gain will be
taxed as capital gain, short-term or long-term depending on the
period that the ISO Shares were held.

(c) Notice of Disqualifying Disposition of ISO Shares.
If the Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to an ISO on or before the later of (i) two
years after the grant date, or (ii) one year after the exercise
date, the Optionee shall immediately notify the Company in writing
of such disposition. The Optionee agrees that he or she may be
subject to income tax withholding by the Company on the
compensation income recognized from such early disposition of ISO
Shares by payment in cash or out of the current earnings paid to
the Optionee.

7. Entire Agreement; Governing Law. The Plan is
incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be
modified adversely to the Optionee's interest except by means of a
writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of
law rules, of California.

8. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN
EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (AND NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING
SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR
CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT
ANY TIME, WITH OR WITHOUT CAUSE.

By your signature and the signature of the Company's
representative below, you and the Company agree that this Option
is granted under and governed by the terms and conditions of the
Plan and this Option Agreement. Optionee has reviewed the Plan
and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing
this Option Agreement and fully understands all provisions of the
Plan and Option Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions relating to the Plan and
Option Agreement. Optionee further agrees to notify the Company
upon any change in the residence address indicated below.

OPTIONEE: CIRRUS LOGIC, INC.

Signature By

Print Name Title

Residence Address

CONSENT OF SPOUSE

The undersigned spouse of Optionee has read and hereby
approves the terms and conditions of the Plan and this Option
Agreement. In consideration of the Company's granting his or her
spouse the right to purchase Shares as set forth in the Plan and
this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this
Option Agreement and further agrees that any community property
interest shall be similarly bound. The undersigned hereby
appoints the undersigned's spouse as attorney-in-fact for the
undersigned with respect to any amendment or exercise of rights
under the Plan or this Option Agreement.

Spouse of Optionee

EXHIBIT A
CIRRUS LOGIC, INC.
1996 STOCK PLAN
EXERCISE NOTICE

Cirrus Logic, Inc.
3100 Warren Avenue
Fremont, CA 94538

Attention: [Title]

1. Exercise of Option. Effective as of today,
________________, 199__, the undersigned ("Purchaser") hereby
elects to purchase ______________ shares (the "Shares") of the
Common Stock of Cirrus Logic, Inc. (the "Company") under and
pursuant to the 1996 Stock Plan (the "Plan") and the Stock Option
Agreement dated , 19___ (the "Option Agreement").
The purchase price for the Shares shall be $ , as
required by the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the
Company the full purchase price for the Shares.

3. Representations of Purchaser. Purchaser acknowledges
that Purchaser has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their
terms and conditions.

4. Rights as Shareholder. Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right
to vote or receive dividends or any other rights as a shareholder
shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise of
the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date of issuance,
except as provided in Section 13 of the Plan.

5. Tax Consultation. Purchaser understands that Purchaser
may suffer adverse tax consequences as a result of Purchaser's
purchase or disposition of the Shares. Purchaser represents that
Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any
tax advice.

6. Entire Agreement; Governing Law. The Plan and Option
Agreement are incorporated herein by reference. This Agreement,
the Plan and the Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements
of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's
interest except by means of a writing signed by the Company and
Purchaser. This agreement is governed by the internal substantive
laws, but not the choice of law rules, of California.

Submitted by: Accepted by:
PURCHASER: CIRRUS LOGIC, INC.

Signature By

Print Name Title

Address: Address:
3100 West Warren Avenue
Fremont, CA 94538

Date Received

CIRRUS LOGIC, INC.
1996 STOCK PLAN
NOTICE OF GRANT OF STOCK PURCHASE RIGHT

Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Notice of
Grant.

[Grantee's Name and Address]

You have been granted the right to purchase Common Stock of
the Company, subject to the Company's Repurchase Option and your
Continuous Status as an Employee or Consultant (as described in
the Plan and the attached Restricted Stock Purchase Agreement), as
follows:
Grant Number
Date of Grant
Price Per Share $
Total Number of Shares Subject
to This Stock Purchase Right
Expiration Date:

YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE
EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER
RIGHT TO PURCHASE THE SHARES. By your signature and the signature
of the Company's representative below, you and the Company agree
that this Stock Purchase Right is granted under and governed by
the terms and conditions of the Cirrus Logic, Inc. 1996 Stock Plan
and the Restricted Stock Purchase Agreement, attached hereto as
Exhibit A-1, both of which are made a part of this document. You
further agree to execute the attached Restricted Stock Purchase
Agreement as a condition to purchasing any shares under this Stock
Purchase Right.

GRANTEE: CIRRUS LOGIC, INC.

Signature By

Print Name Title

EXHIBIT A-1
CIRRUS LOGIC, INC.
1996 STOCK PLAN
RESTRICTED STOCK PURCHASE AGREEMENT

Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Restricted Stock
Purchase Agreement.

WHEREAS the Purchaser named in the Notice of Grant, (the
"Purchaser") is an Employee or Consultant, and the Purchaser's
continued participation is considered by the Company to be
important for the Company's continued growth; and

WHEREAS in order to give the Purchaser an opportunity to
acquire an equity interest in the Company as an incentive for the
Purchaser to participate in the affairs of the Company, the Admin-
istrator has granted to the Purchaser a Stock Purchase Right
subject to the terms and conditions of the Plan and the Notice of
Grant, which are incorporated herein by reference, and pursuant to
this Restricted Stock Purchase Agreement (the "Agreement").

NOW THEREFORE, the parties agree as follows:

1. Sale of Stock. The Company hereby agrees to sell to the
Purchaser and the Purchaser hereby agrees to purchase shares of
the Company's Common Stock (the "Shares"), at the per Share
purchase price and as otherwise described in the Notice of Grant.

2. Payment of Purchase Price. The purchase price for the
Shares may be paid by delivery to the Company at the time of
execution of this Agreement of cash, a check, or some combination
thereof.

3. Repurchase Option.

(a) In the event the Purchaser's Continuous Status as
an Employee or Consultant terminates for any or no reason
(including death or disability) before all of the Shares are
released from the Company's Repurchase Option (see Section 4), the
Company shall, upon the date of such termination (as reasonably
fixed and determined by the Company) have an irrevocable,
exclusive option (the "Repurchase Option") for a period of sixty
(60) days from such date to repurchase up to that number of shares
which constitute the Unreleased Shares (as defined in Section 4)
at the original purchase price per share (the "Repurchase Price").
The Repurchase Option shall be exercised by the Company by
delivering written notice to the Purchaser or the Purchaser's
executor (with a copy to the Escrow Holder) AND, at the Company's
option, (i) by delivering to the Purchaser or the Purchaser's
executor a check in the amount of the aggregate Repurchase Price,
or (ii) by cancelling an amount of the Purchaser's indebtedness to
the Company equal to the aggregate Repurchase Price, or (iii) by a
combination of (i) and (ii) so that the combined payment and
cancellation of indebtedness equals the aggregate Repurchase
Price. Upon delivery of such notice and the payment of the
aggregate Repurchase Price, the Company shall become the legal and
beneficial owner of the Shares being repurchased and all rights
and interests therein or relating thereto, and the Company shall
have the right to retain and transfer to its own name the number
of Shares being repurchased by the Company.

(b) Whenever the Company shall have the right to
repurchase Shares hereunder, the Company may designate and assign
one or more employees, officers, directors or shareholders of the
Company or other persons or organizations to exercise all or a
part of the Company's purchase rights under this Agreement and
purchase all or a part of such Shares. If the Fair Market Value
of the Shares to be repurchased on the date of such designation or
assignment (the "Repurchase FMV") exceeds the aggregate Repurchase
Price of such Shares, then each such designee or assignee shall
pay the Company cash equal to the difference between the
Repurchase FMV and the aggregate Repurchase Price of such Shares.

4. Release of Shares From Repurchase Option.

(a) _______________________ percent (______%) of the
Shares shall be released from the Company's Repurchase Option
[one year] after the Date of Grant and __________________
percent (______%) of the Shares [at the end of each month
thereafter], provided that the Purchaser's Continuous Status as an
Employee or Consultant does not terminate prior to the date of any
such release.

(b) Any of the Shares that have not yet been released
from the Repurchase Option are referred to herein as "Unreleased
Shares."

(c) The Shares that have been released from the
Repurchase Option shall be delivered to the Purchaser at the
Purchaser's request (see Section 6).

5. Restriction on Transfer. Except for the escrow
described in Section 6 or the transfer of the Shares to the
Company or its assignees contemplated by this Agreement, none of
the Shares or any beneficial interest therein shall be
transferred, encumbered or otherwise disposed of in any way until
such Shares are released from the Company's Repurchase Option in
accordance with the provi- sions of this Agreement, other than by
will or the laws of descent and distribution.

6. Escrow of Shares.

(a) To ensure the availability for delivery of the
Purchaser's Unreleased Shares upon repurchase by the Company
pursuant to the Repurchase Option, the Purchaser shall, upon
execution of this Agreement, deliver and deposit with an escrow
holder designated by the Company (the "Escrow Holder") the share
certificates representing the Unreleased Shares, together with the
stock assignment duly endorsed in blank, attached hereto as
Exhibit A-2. The Unreleased Shares and stock assignment shall be
held by the Escrow Holder, pursuant to the Joint Escrow
Instructions of the Company and Purchaser attached hereto as
Exhibit A-3, until such time as the Company's Repurchase Option
expires. As a further condition to the Company's obligations
under this Agreement, the Company may require the spouse of
Purchaser, if any, to execute and deliver to the Company the
Consent of Spouse attached hereto as Exhibit A-4.

(b) The Escrow Holder shall not be liable for any act
it may do or omit to do with respect to holding the Unreleased
Shares in escrow while acting in good faith and in the exercise of
its judgment.

(c) If the Company or any assignee exercises the
Repurchase Option hereunder, the Escrow Holder, upon receipt of
written notice of such exercise from the proposed transferee,
shall take all steps necessary to accomplish such transfer.

(d) When the Repurchase Option has been exercised or
expires unexercised or a portion of the Shares has been released
from the Repurchase Option, upon request the Escrow Holder shall
promptly cause a new certificate to be issued for the released
Shares and shall deliver the certificate to the Company or the
Purchaser, as the case may be.

(e) Subject to the terms hereof, the Purchaser shall
have all the rights of a shareholder with respect to the Shares
while they are held in escrow, including without limitation, the
right to vote the Shares and to receive any cash dividends
declared thereon. If, from time to time during the term of the
Repurchase Option, there is (i) any stock dividend, stock split or
other change in the Shares, or (ii) any merger or sale of all or
substantially all of the assets or other acquisition of the
Company, any and all new, substituted or additional securities to
which the Purchaser is entitled by reason of the Purchaser's
ownership of the Shares shall be immediately subject to this
escrow, deposited with the Escrow Holder and included thereafter
as "Shares" for purposes of this Agreement and the Repurchase
Option.

7. Legends. The share certificate evidencing the Shares,
if any, issued hereunder shall be endorsed with the following
legend (in addition to any legend required under applicable state
securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET
FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

8. Adjustment for Stock Split. All references to the
number of Shares and the purchase price of the Shares in this
Agreement shall be appropriately adjusted to reflect any stock
split, stock dividend or other change in the Shares which may be
made by the Company after the date of this Agreement.

9. Tax Consequences. The Purchaser has reviewed with the
Purchaser's own tax advisors the federal, state, local and foreign
tax consequences of this investment and the transactions
contemplated by this Agreement. The Purchaser is relying solely
on such advisors and not on any statements or representations of
the Company or any of its agents. The Purchaser understands that
the Purchaser (and not the Company) shall be responsible for the
Purchaser's own tax liability that may arise as a result of the
transactions contemplated by this Agreement. The Purchaser
understands that Section 83 of the Internal Revenue Code of 1986,
as amended (the "Code"), taxes as ordinary income the difference
between the purchase price for the Shares and the Fair Market
Value of the Shares as of the date any restrictions on the Shares
lapse. In this context, "restriction" includes the right of the
Company to buy back the Shares pursuant to the Repurchase Option.
The Purchaser understands that the Purchaser may elect to be taxed
at the time the Shares are purchased rather than when and as the
Repurchase Option expires by filing an election under Section
83(b) of the Code with the IRS within 30 days from the date of
purchase. The form for making this election is attached as
Exhibit A-5 hereto.

THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S
SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE
ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE
PURCHASER'S BEHALF.

10. General Provisions.

(a) This Agreement shall be governed by the internal
substantive laws, but not the choice of law rules of California.
This Agreement, subject to the terms and conditions of the Plan
and the Notice of Grant, represents the entire agreement between
the parties with respect to the purchase of the Shares by the
Purchaser. Subject to Section 15(c) of the Plan, in the event of
a conflict between the terms and conditions of the Plan and the
terms and conditions of this Agreement, the terms and conditions
of the Plan shall prevail. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in
this Agreement.

(b) Any notice, demand or request required or permitted
to be given by either the Company or the Purchaser pursuant to the
terms of this Agreement shall be in writing and shall be deemed
given when delivered personally or deposited in the U.S. mail,
First Class with postage prepaid, and addressed to the parties at
the addresses of the parties set forth at the end of this
Agreement or such other address as a party may request by
notifying the other in writing.

Any notice to the Escrow Holder shall be sent to the
Company's address with a copy to the other party hereto.

(c) The rights of the Company under this Agreement
shall be transferable to any one or more persons or entities, and
all covenants and agreements hereunder shall inure to the benefit
of, and be enforceable by the Company's successors and assigns.
The rights and obligations of the Purchaser under this Agreement
may only be assigned with the prior written consent of the
Company.

(d) Either party's failure to enforce any provision of
this Agreement shall not in any way be construed as a waiver of
any such provision, nor prevent that party from thereafter
enforcing any other provision of this Agreement. The rights
granted both parties hereunder are cumulative and shall not
constitute a waiver of either party's right to assert any other
legal remedy available to it.

(e) The Purchaser agrees upon request to execute any
further documents or instruments necessary or desirable to carry
out the purposes or intent of this Agreement.

(f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING
OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY
CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE
COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING
SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR
CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE PURCHASER'S RELATIONSHIP AS AN EMPLOYEE OR CONSULTANT
AT ANY TIME, WITH OR WITHOUT CAUSE.

By Purchaser's signature below, Purchaser represents that he
or she is familiar with the terms and provisions of the Plan, and
hereby accepts this Agreement subject to all of the terms and
provisions thereof. Purchaser has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Purchaser agrees to
accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising
under the Plan or this Agreement. Purchaser further agrees to
notify the Company upon any change in the residence indicated in
the Notice of Grant.

DATED: _____________________
PURCHASER: CIRRUS LOGIC, INC.

Signature By

Print Name Title

EXHIBIT A-2
ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED I, __________________________, hereby
sell, assign and transfer unto ______________________________
(__________) shares of the Common Stock of Cirrus Logic, Inc.
standing in my name of the books of said corporation represented
by Certificate No. _____ herewith and do hereby irrevocably
constitute and appoint __________________ to transfer the said
stock on the books of the within named corporation with full power
of substitution in the premises.

This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase Agreement (the "Agreement") between
Cirrus Logic, Inc. and the undersigned dated ______________,
19__.

Dated: _______________, 19

Signature:______________________________

INSTRUCTIONS: Please do not fill in any blanks other than the
signature line. The purpose of this assignment is to enable the
Company to exercise the Repurchase Option, as set forth in the
Agreement, without requiring additional signatures on the part of
the Purchaser.

EXHIBIT A-3
JOINT ESCROW INSTRUCTIONS

_______________, 199__

Corporate Secretary
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538

Dear :

As Escrow Agent for both Cirrus Logic, Inc., a California
corporation (the "Company"), and the undersigned purchaser of
stock of the Company (the "Purchaser"), you are hereby authorized
and directed to hold the documents delivered to you pursuant to
the terms of that certain Restricted Stock Purchase Agreement
("Agreement") between the Company and the undersigned, in
accordance with the following instructions:

1. In the event the Company and/or any assignee of the
Company (referred to collectively as the "Company") exercises the
Company's Repurchase Option set forth in the Agreement, the
Company shall give to Purchaser and you a written notice
specifying the number of shares of stock to be purchased, the
purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby
irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said
notice.

2. At the closing, you are directed (a) to date the stock
assignments necessary for the transfer in question, (b) to fill in
the number of shares being transferred, and (c) to deliver same,
together with the certificate evidencing the shares of stock to be
transferred, to the Company or its assignee, against the
simultaneous delivery to you of the purchase price (by cash, a
check, or some combination thereof) for the number of shares of
stock being purchased pursuant to the exercise of the Company's
Repurchase Option.

3. Purchaser irrevocably authorizes the Company to deposit
with you any certificates evidencing shares of stock to be held by
you hereunder and any additions and substitutions to said shares
as defined in the Agreement. Purchaser does hereby irrevocably
constitute and appoint you as Purchaser's attorney-in-fact and
agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein
contemplated, including but not limited to the filing with any
applicable state blue sky authority of any required applications
for consent to, or notice of transfer of, the securities. Subject
to the provisions of this paragraph 3, Purchaser shall exercise
all rights and privileges of a shareholder of the Company while
the stock is held by you.

4. Upon written request of the Purchaser, but no more than
once per calendar year, unless the Company's Repurchase Option has
been exercised, you shall deliver to Purchaser a certificate or
certificates representing so many shares of stock as are not then
subject to the Company's Repurchase Option. Within 90 days after
Purchaser's Continuous Status as an Employee or Consultant
terminates, you shall deliver to Purchaser a certificate or
certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company
or its assignees pursuant to exercise of the Company's Repurchase
Option.

5. If at the time of termination of this escrow you should
have in your possession any documents, securities, or other
property belonging to Purchaser, you shall deliver all of the same
to Purchaser and shall be discharged of all further obligations
hereunder.

6. Your duties hereunder may be altered, amended, modified
or revoked only by a writing signed by all of the parties hereto.

7. You shall be obligated only for the performance of such
duties as are specifically set forth herein and may rely and shall
be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have
been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to
do hereunder as Escrow Agent or as attorney-in-fact for Purchaser
while acting in good faith, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive
evidence of such good faith.

8. You are hereby expressly authorized to disregard any and
all warnings given by any of the parties hereto or by any other
person or corporation, excepting only orders or process of courts
of law, and are hereby expressly authorized to comply with and
obey orders, judgments or decrees of any court. In case you obey
or comply with any such order, judgment or decree, you shall not
be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such compliance, notwithstanding
any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been
entered without jurisdiction.

9. You shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or
delivering or purporting to execute or deliver the Agreement or
any documents or papers deposited or called for hereunder.

10. You shall not be liable for the outlawing of any rights
under the statute of limitations with respect to these Joint
Escrow Instructions or any documents deposited with you.

11. You shall be entitled to employ such legal counsel and
other experts as you may deem necessary properly to advise you in
connection with your obligations hereunder, may rely upon the
advice of such counsel, and may pay such counsel reasonable
compensation therefor.

12. Your responsibilities as Escrow Agent hereunder shall
terminate if you shall cease to be an officer or agent of the
Company or if you shall resign by written notice to each party.
In the event of any such termination, the Company shall appoint a
successor Escrow Agent.

13. If you reasonably require other or further instruments
in connection with these Joint Escrow Instructions or obligations
in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.

14. It is understood and agreed that should any dispute
arise with respect to the delivery and/or ownership or right of
possession of the securities held by you hereunder, you are
authorized and directed to retain in your possession without
liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or
judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but you shall
be under no duty whatsoever to institute or defend any such
proceedings.

15. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon
personal delivery or upon deposit in the United States Post
Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled
at the following addresses or at such other addresses as a party
may designate by ten days' advance written notice to each of the
other parties hereto.

COMPANY: Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538

PURCHASER:
_________________________

_________________________

ESCROW AGENT: Corporate Secretary
Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538

16. By signing these Joint Escrow Instructions, you become a
party hereto only for the purpose of said Joint Escrow
Instructions; you do not become a party to the Agreement.

17. This instrument shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and
permitted assigns.

18. These Joint Escrow Instructions shall be governed by,
and construed and enforced in accordance with, the internal
substantive laws, but not the choice of law rules, of California.

Very truly yours,
CIRRUS LOGIC, INC.

Title

PURCHASER:

Signature

Print Name

ESCROW AGENT:

_____________________________________ Corporate Secretary

EXHIBIT A-4
CONSENT OF SPOUSE

I, ____________________, spouse of ___________________, have
read and approve the foregoing Restricted Stock Purchase Agreement
(the "Agreement"). In consideration of the Company's grant to my
spouse of the right to purchase shares of Cirrus Logic, Inc., as
set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under
the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or
any shares issued pursuant thereto under the community property
laws or similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the
foregoing Agreement.

Dated: _______________, 19

__________________________________________
Signature of Spouse

EXHIBIT A-5
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b)
of the Internal Revenue Code of 1986, as amended, to include in
taxpayer's gross income for the current taxable year the amount of
any compensation taxable to taxpayer in connection with his or her
receipt of the property described below:

1. The name, address, taxpayer identification number and taxable
year of the undersigned are as follows:

NAME: TAXPAYER: SPOUSE:
ADDRESS:
IDENTIFICATION NO.: TAXPAYER: SPOUSE:
TAXABLE YEAR:

2. The property with respect to which the election is made is
described as follows: _____ shares (the "Shares") of the Common
Stock of Cirrus Logic, Inc. (the "Company").

3. The date on which the property was transferred is: ____, 19__.

4. The property is subject to the following restrictions:

The Shares may be repurchased by the Company, or its assignee,
upon certain events. This right lapses with regard to a
portion of the Shares based on the continued performance of
services by the taxpayer over time.

5. The fair market value at the time of transfer, determined
without regard to any restriction other than a restriction
which by its terms will never lapse, of such property is:
$_______________.

6. The amount (if any) paid for such property is:
$_______________.

The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the
undersigned's receipt of the above-described property. The
transferee of such property is the person performing the services
in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be
revoked except with the consent of the Commissioner.

Dated: ___________________, 19____
_________________________________________________
Taxpayer

The undersigned spouse of taxpayer joins in this election.
Dated: ___________________, 19____
_________________________________________________
Spouse of Taxpayer

EXHIBIT 4.3

CIRRUS LOGIC, INC.

AMENDED 1989 EMPLOYEE STOCK PURCHASE PLAN
-----------------------------------------

(As amended March 22, 1990, March 21, 1991,
April 7, 1992, May 25, 1993, May 5, 1994,
April 17, 1995 and May 21, 1996)

The following constitute the provisions of the 1989 Employee Stock Purchase
Plan of Cirrus Logic, Inc., as amended March 22, 1990, March 21, 1991, April 7,
1992, May 25, 1993, May 5, 1994, April 17, 1995 and May 21, 1996.

1. Purpose. The purpose of the Plan is to provide employees of the
-------
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

2. Definitions.
-----------

(a) "Board" shall mean the Board of Directors of the Company.
-----

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----

(d) "Company" shall mean Cirrus Logic, Inc., a California corporation.
-------

(e) "Compensation" shall mean gross earnings, including payments for
------------
overtime, incentive payments, bonuses and commissions.

(f) "Continuous Status as an Employee" shall mean the absence of any
--------------------------------
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than ninety (90) days or reemployment upon the expiration of such leave
is guaranteed by contract or statute.

(g) "Designated Subsidiaries" shall mean the Subsidiaries which have
-----------------------
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

-1-
<PAGE>

(h) "Employee" shall mean any person, including an officer, who is
--------
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or one of its Designated
Subsidiaries.

(i) "Exercise Date" shall mean the last day of each offering period of
-------------
the Plan.

(j) "Offering Date" shall mean the first day of each offering period
-------------
of the Plan.

(k) "Plan" shall mean this Amended 1989 Employee Stock Purchase Plan.
----

(l) "Subsidiary" shall mean a corporation, domestic or foreign, of
----------
which not less than fifty percent (50%) of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a Subsidiary.

3. Eligibility.
-----------

(a) Any person who is an Employee as of the Offering Date of the first
offering period shall be eligible to participate in such offering period under
the Plan; thereafter, any person who is an Employee fifteen (15) days prior to
the Offering Date of a given offering period shall be eligible to participate in
such offering period under the Plan. The eligibility criteria set forth in this
Paragraph 3(a) is subject to the requirements of the paragraph 5(a) and the
limitations imposed by Section 423(b) of the Code.

(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company, or (ii) which permits his rights to
purchase stock under all employee stock purchase plans (described in Section 423
of the Code) of the Company and its subsidiaries to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such
stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.

4. Offering Periods. The Plan shall be implemented by one offering during
----------------
each six month period of the Plan. The first offering period shall commence on
the effective date of the Company's initial public offering pursuant to a
Registration Statement filed with the Securities and Exchange Commission and
shall terminate on December 31, 1989. Subsequent offering periods shall
continue until the Plan is terminated in accordance with paragraph 19 hereof.
The Board of Directors of the Company shall have the power to change the
duration of offering periods with respect to future offerings without
shareholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first offering period to be affected.

-2-
<PAGE>

5. Participation.
-------------

(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deduction on the form
provided by the Company and filing it with the Company's payroll office fifteen
(15) days prior to the applicable Offering Date, unless a later time for filing
the subscription agreement is set by the Board for all eligible Employees with
respect to a given offering.

(b) Payroll deductions for a participant shall commence on the first
payroll following the Offering Date and shall end on the Exercise Date of the
offering to which such authorization is applicable, unless sooner terminated by
the participant as provided in paragraph 10.

6. Payroll Deductions.
------------------

(a) At the time a participant files his subscription agreement, he
shall elect to have payroll deductions made on each payday during the offering
period in an amount not exceeding fifteen percent (15%) of the Compensation
which he received on the payday immediately preceding the Offering Date, and the
aggregate of such payroll deductions during the offering period shall not exceed
fifteen percent (15%) of his aggregate Compensation during said offering period.

(b) All payroll deductions made by a participant shall be credited to
his account under the Plan. A participant may not make any additional payments
into such account.

(c) A participant may discontinue his participation in the Plan as
provided in paragraph 10, or may lower, but not increase, the rate of his
payroll deductions during the offering period by completing or filing with the
Company a new authorization for payroll deduction. The change in rate shall be
effective fifteen (15) days following the Company's receipt of the new
authorization.

7. Grant of Option.
---------------

(a) On the Offering Date of each offering period, each eligible
Employee participating in the Plan shall be granted an option to purchase (at
the per share option price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions to be
accumulated during such offering period (not to exceed an amount equal to
fifteen percent (15%) of his Compensation as of the date of the commencement of
the applicable offering period) by eighty-five percent (85%) of the fair market
value of a share of the Company's Common Stock on the Offering Date, subject to
the limitations set forth in Section 3(b) and 12 hereof. Fair market value of a
share of the Company's Common Stock shall be determined as provided in Section
7(b) herein.

(b) The option price per share of the shares offered in a given
offering period shall be the lower of: (i) eighty-five percent (85%) of the fair
market value of a share of the Common

-3-
<PAGE>

Stock of the Company on the Offering Date; or (ii) eighty-five percent (85%) of
the fair market value of a share of the Common Stock of the Company on the
Exercise Date. The fair market value of the Company's Common Stock on a given
date shall be determined by the Board in its discretion; provided, however, that
where there is a public market for the Common Stock, the fair market value per
Share shall be the mean of the bid and asked prices of the Common Stock for such
date, as reported in the Wall Street Journal (or, if not so reported, as
otherwise reported by the National Association of Securities Dealers Automated
Quotation (NASDAQ) System) or, in the event the Common Stock is listed on a
stock exchange, the fair market value per Share shall be the closing price on
such exchange on such date, as reported in the Wall Street Journal.

8. Exercise of Option. Unless a participant withdraws from the Plan as
------------------
provided in paragraph 10, his option for the purchase of shares will be
exercised automatically on the Exercise Date of the offering period, and the
maximum number of full shares subject to option will be purchased for him at the
applicable option price with the accumulated payroll deductions in his account.
The shares purchased upon exercise of an option hereunder shall be deemed to be
transferred to the participant on the Exercise Date. During his lifetime, a
participant's option to purchase shares hereunder is exercisable only by him.

9. Delivery. Within 30 days after the Exercise Date of each offering
--------
period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his option. Any cash remaining to the credit of a participant's account under
the Plan after a purchase by him of shares at the termination of each offering
period, or which is insufficient to purchase a full share of Common Stock of the
Company, shall be carried forward to the subsequent offering period.

10. Withdrawal; Termination of Employment.
-------------------------------------

(a) A participant may withdraw all but not less than all the payroll
deductions credited to his account under the Plan fifteen (15) days prior to the
Exercise Date of the offering period by giving written notice to the Company.
All of the participant's payroll deductions credited to his account will be paid
to him within thirty (30) days after receipt of his notice of withdrawal and his
option for the current period will be automatically terminated, and no further
payroll deductions for the purchase of shares will be made during the offering
period.

(b) Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date of the offering period for any reason,
including retirement or death, the payroll deductions credited to his account
will be returned to him or, in the case of his death, to the person or persons
entitled thereto under paragraph 14, and his option will be automatically
terminated.

(c) In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during the
offering period in which the

-4-
<PAGE>

employee is a participant, he will be deemed to have elected to withdraw from
the Plan and the payroll deductions credited to his account will be returned to
him and his option terminated.

(d) A participant's withdrawal from an offering will not have any
effect upon his eligibility to participate in a succeeding offering or in any
similar plan which may hereafter be adopted by the Company.

11. Interest. No interest shall accrue on the payroll deductions of a
--------
participant in the Plan.

12. Stock.
-----

(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 3,400,000 shares,
subject to adjustment upon changes in capitalization of the Company as provided
in paragraph 18. If the total number of shares which would otherwise be subject
to options granted pursuant to Section 7(a) hereof on the Offering Date of an
offering period exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.

(b) The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.

(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his spouse.

13. Administration. The Plan shall be administered by the Board of the
--------------
Company or a committee of members of the Board appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants. Members
of the Board who are eligible Employees are permitted to participate in the
Plan, provided that:

(a) Members of the Board who are eligible to participate in the Plan
may not vote on any matter affecting the administration of the Plan or the grant
of any option pursuant to the Plan.

(b) If a Committee is established to administer the Plan, no member of
the Board who is eligible to participate in the Plan may be a member of the
Committee.

14. Designation of Beneficiary.
--------------------------

-5-
<PAGE>

(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of the
offering period but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the Exercise Date of the offering period.

(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Plan who is living
at the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

15. Transferability. Neither payroll deductions credited to a
---------------
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 14 hereof) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.

16. Use of Funds. All payroll deductions received or held by the Company
------------
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

17. Reports. Individual accounts will be maintained for each participant
-------
in the Plan. Statements of account will be given to participating Employees
promptly following the Exercise Date, which statements will set forth the
amounts of payroll deductions, the per share purchase price, the number of
shares purchased and the remaining cash balance carried forward to the
subsequent offering period, if any.

18. Adjustments Upon Changes in Capitalization. Subject to any required
------------------------------------------
action by the shareholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the

-6-
<PAGE>

Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.

In the event of the proposed dissolution or liquidation of the Company, the
offering period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option
shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the option will terminate upon the expiration of such period.

The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.

19. Amendment or Termination. The Board of Directors of the Company may
------------------------
at any time terminate or amend the Plan. Except as provided in paragraph 18, no
such termination can affect options previously granted, nor may an amendment
make any change in any option theretofore granted which adversely affects the
rights of any participant, nor may an amendment be made without prior approval
of the shareholders of the Company (obtained in the manner described in
paragraph 21) if such amendment would increase the number of shares that may be
issued under the Plan.

20. Notices. All notices or other communications by a participant to the
-------
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

21. Shareholder Approval.
--------------------

-7-
<PAGE>

(a) Any required approval of the shareholders of the Company shall be
solicited substantially in accordance with Section 14(a) of the Exchange Act and
the rules and regulations promulgated thereunder.

(b) If any required approval by the shareholders of the Plan itself or
of any amendment to increase the number of shares reserved for issuance under
the Plan is solicited at any time other than in the manner described in
paragraph 21(a) hereof, then the Company shall, at or prior to the first annual
meeting of shareholders held subsequent to the granting of an option hereunder
to an officer or director do the following:

(i) furnish in writing to the holders entitled to vote for the Plan
substantially the same information which would be required (if proxies to be
voted with respect to approval or disapproval of the Plan or amendment were then
being solicited) by the rules and regulations in effect under Section 14(a) of
the Exchange Act at the time such information is furnished; and

(ii) file with, or mail for filing to, the Securities and Exchange
Commission four copies of the written information referred to in subsection (ii)
hereof not later than the date on which such information is first sent or given
to shareholders.

22. Conditions Upon Issuance of Shares. Shares shall not be issued with
----------------------------------
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

23. Term of Plan. The Plan shall become effective upon the earlier to occur of
------------
its adoption by the Board of Directors or its approval by the shareholders of
the Company as described in paragraph 21. It shall continue in effect for a
term of twenty (20) years unless sooner terminated under paragraph 19.

-8-

EXHIBIT 5.1

November 18, 1995

Cirrus Logic, Inc.
3100 West Warren Avenue
Fremont, CA 94538

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about November 18, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,500,000 and 600,000 shares of your
Common Stock, no par value (the "Shares"), reserved for issuance under your
1996 Stock Plan (the "Stock Plan") and the Amended 1989 Employee Stock Purchase
(the "Purchase Plan"), respectively. As your legal counsel, we have
examined the proceedings taken and proposed to be taken in connection
with the issuance, sale and payment of consideration for the Shares to be
issued under the Plans.

It is our opinion that, when issued and sold in compliance with
applicable prospectus delivery requirements and in the manner
referred to in the Plans and pursuant to the agreement which
which accompanies the Plans, the Shares will be legally and validly
issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name
wherever appearing in the Registration Statement and any
amendment thereto.

Sincerely,

/s/ WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Stock Plan and the Amended 1989 Employee
Stock Purchase Plan of Cirrus Logic, Inc. of our report dated April 24,
1996, except for the second paragraph of Note 8, as to which the date
is April 30, 1996; and the third paragraph of Note 14, as to which the date
is June 27, 1996, with respect to the consolidated financial statements and
schedule of Cirrus Logic, Inc. included in its Annual Report (Form 10-K) for
the year ended March 30, 1996, filed with the Securities and Exchange
Commission.

/s/ ERNST & YOUNG LLP

San Jose, California
November 15, 1996