OAK TECHNOLOGY INC, S-8, 2000-01-12

OAK TECHNOLOGY INC
S-8, 2000-01-12
SEMICONDUCTORS & RELATED DEVICES

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As filed with the Securities and Exchange Commission on January 12, 2000
Registration No. 333-____________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------

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

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OAK TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 77-0161486
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

139 KIFER COURT
SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices) (Zip Code)

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XIONICS DOCUMENT TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN
XIONICS DOCUMENT TECHNOLOGIES, INC. 1995 STOCK OPTION PLAN
XIONICS DOCUMENT TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN
XIONICS DOCUMENT TECHNOLOGIES, INC. 1996 DIRECTOR STOCK OPTION PLAN
(AS ASSUMED BY OAK TECHNOLOGY, INC.)
(Full title of the Plan)

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YOUNG K. SOHN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OAK TECHNOLOGY, INC.
139 KIFER COURT
SUNNYVALE, CALIFORNIA 94086
(Name and address of agent for service)

(408) 737-0888
(Telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
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Proposed Proposed
Title of Securities to be Amount to be Maximum Offering Maximum Aggregate Amount of
Registered Registered(1) Price per Share(2) Offering Price(2) Registration Fee
------------------------------------- ---------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Xionics Document Technologies, Inc.
1993 STOCK OPTION PLAN
-------------------------------
Common Stock, $0.001 par value 103,507 shares $2.45 $253,592.15 $66.95

Xionics Document Technologies, Inc.
1995 STOCK OPTION PLAN
-------------------------------
Common Stock, $0.001 par value 420,787 shares $0.39 $164,106.93 $43.33

Xionics Document Technologies, Inc.
1996 STOCK OPTION PLAN
-------------------------------
Common Stock, $0.001 par value 2,773,046 shares $2.33 $6,461,197.18 $1,705.76

Xionics Document Technologies, Inc.
1996 DIRECTOR STOCK OPTION PLAN
------------------------------------
Common Stock, $0.001 par value 25,197 shares $2.22 $55,937.34 $14.77
----------------- ---------------------
3,322,537 shares
-----------------
-----------------
Aggregate Registration Fee $1,830.81
---------------------
---------------------

</TABLE>

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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Xionics Document
Technologies, Inc. 1993 Stock Option Plan, 1995 Stock Option Plan,
1996 Stock Option Plan and 1996 Director Stock Option Plan (as
assumed by Registrant) by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in
the number of the outstanding shares of Registrant's Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the weighted
average exercise price per share in effect for the outstanding
options under the Xionics Document Technologies, Inc. 1993 Stock
Option Plan, 1995 Stock Option Plan, 1996 Stock Option Plan and 1996
Director Stock Option Plan as assumed by Registrant.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

Oak Technology, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

(a) The Registrant's Annual Report on Form 10-K filed with the
Commission on September 28, 1999 for the fiscal year ended
June 30, 1999, as amended by Forms 10-K/A filed with the
Commission on October 26, 1999 and December 9, 1999,
respectively;

(b) The Registrant's Quarterly Report on Form 10-Q filed with
the Commission on November 15, 1999 for the period ended
September 30, 1999;

(c) The Registrant's Registration Statement No. 000-25298 on Form
8-A filed with the SEC on December 16, 1994, in which there is
described the terms, rights and provisions applicable to the
Registrant's Common Stock; and

(d) The Registrant's Registration Statement No. 000-25298 on Form
8-A12G filed with the SEC on August 21, 1997, together with
Amendment No. 1 on Form 8-A12B/A filed with the SEC on
November 25, 1998, in which there is described the terms,
rights and provisions applicable to the Registrant's Preferred
Stock Purchase Rights.

All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. DESCRIPTION OF SECURITIES

Not Applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of the directors' "duty of care." While the relevant statute
does not change directors' duty of care, it enables corporations to limit
available relief to equitable remedies such as injunction or rescission. The
statute has no effect on directors' duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit. The Registrant has adopted
provisions in its Restated Certificate of Incorporation which eliminate the
personal liability of its directors to the Registrant and its stockholders for
monetary damages for breach or alleged breach of their duty of care. The
Restated Bylaws of the Registrant provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Registrant's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under

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Delaware law. Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to
indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act.

In addition, the Registrant has entered into indemnification
agreements with its directors and certain officers that provide for the maximum
indemnification permitted by law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8. EXHIBITS

EXHIBIT NUMBER EXHIBIT
- -------------- -------
<C> <S>
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statements No. 000-25298 on
Form 8-A and No. 000-25298 on Form 8-A12G (together with
Amendment No. 1 on Form 8-A12B/A), together with any exhibits
thereto, which are incorporated herein by reference pursuant
to Items 3(b) and 3(c) to this Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Xionics Document Technologies, Inc. 1993 Stock Option Plan.
99.2 Xionics Document Technologies, Inc. 1995 Stock Option Plan.
99.3 Xionics Document Technologies, Inc. 1996 Stock Option Plan.
99.4 Xionics Document Technologies, Inc. 1996 Director Stock Option
Plan.
99.5 Form of Xionics Document Technologies, Inc. Stock Option
Agreement.
99.6 Form of Oak Technology, Inc. Stock Option Assumption
Agreement.

</TABLE>

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: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Xionics Document
Technologies, Inc. 1993 Stock Option Plan, 1995 Stock Option Plan, 1996 Stock
Option Plan and 1996 Director Stock Option Plan as assumed by Registrant.

B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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.

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C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.

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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 Sunnyvale, State of California on this
11th day of January, 2000.

OAK TECHNOLOGY, INC.

By: /s/ Young K. Sohn
-----------------------------------------
Young K. Sohn
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Oak Technology,
Inc., a Delaware corporation, do hereby constitute and appoint Robert O. Hersh,
Shawn Soderberg and Timothy Tomlinson and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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

SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Young K. Sohn President, Chief Executive Officer and January 11, 2000
- -------------------------------------
Young K. Sohn Director (Principal Executive Officer)

/s/ Robert O. Hersh Vice President and Chief Financial Officer January 11, 2000
- -------------------------------------
Robert O. Hersh (Principal Financial and Accounting Officer)

/s/ David D. Tsang Chairman of the Board and Director January 11, 2000
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David D. Tsang

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SIGNATURE TITLE DATE
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/s/ Richard B. Black Vice-Chairman of the Board and Director January 11, 2000
- -------------------------------------
Richard B. Black

/s/ Ta-lin Hsu Director January 11, 2000
- -------------------------------------
Ta-lin Hsu

/s/ Timothy Tomlinson Director January 11, 2000
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Timothy Tomlinson

Director January __, 2000
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Albert Y.C. Yu

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

OAK TECHNOLOGY, INC.

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EXHIBIT INDEX

EXHIBIT NUMBER EXHIBIT
<C> <S>
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statements No.
000-25298 on Form 8-A and No. 000-25298 on Form 8-A12G
(together with Amendment No. 1 on Form 8-A12B/A), together
with any exhibits thereto, which are incorporated herein
by reference pursuant to Items 3(b) and 3(c) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 Xionics Document Technologies, Inc. 1993 Stock Option Plan.
99.2 Xionics Document Technologies, Inc. 1995 Stock Option Plan.
99.3 Xionics Document Technologies, Inc. 1996 Stock Option Plan.
99.4 Xionics Document Technologies, Inc. 1996 Director Stock Option Plan.
99.5 Form of Xionics Document Technologies, Inc. Stock Option Agreement.
99.6 Form of Oak Technology, Inc. Stock Option Assumption Agreement.

</TABLE>

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EXIHIBIT 5

OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

January 11, 2000

Oak Technology, Inc.
139 Kifer Court
Sunnyvale, California 94086

Re: Oak Technology, Inc.- Registration Statement for Offering
of an Aggregate of 3,322,537 Shares of Common Stock

Dear Ladies and Gentlemen:

We have acted as counsel to Oak Technology, Inc. a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
of 3,322,537 shares of the Company's common stock (the "Shares") issuable
pursuant to outstanding options under the Xionics Document Technologies, Inc.
1993 Stock Option Plan, 1995 Stock Option Plan, 1996 Stock Option Plan and
1996 Director Stock Option Plan as assumed by the Company in connection with
the Company's acquisition of Xionics Document Technologies, Inc (the "Assumed
Plans").

This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the Company's assumption of
the Assumed Plans and the options outstanding thereunder. Based on such review,
we are of the opinion that, if, as and when the Shares have been issued and sold
(and the consideration therefor received) pursuant to the provisions of option
agreements evidencing the outstanding options under the Assumed Plans and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.

This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Assumed Plans or the Shares.

Very truly yours,

/s/ BROBECK, PHLEGER & HARRISON LLP

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Oak Technology, Inc.:

We consent to incorporation by reference in the registration statement on Form
S-8 of Oak Technology, Inc. dated on or about January 11, 2000, of our report
dated July 30, 1999, relating to the consolidated balance sheets of Oak
Technology, Inc. and subsidiaries as of June 30, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended June 30, 1999, and the related
consolidated financial statement schedule, which report appears in the June 30,
1999 Annual Report on Form 10-K/A of Oak Technology, Inc., dated December 9,
1999.

/s/ KPMG LLP

Mountain View, California
January 10, 2000

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EXHIBIT 99.1

XIONICS DOCUMENT TECHNOLOGIES, INC. 1993 STOCK OPTION PLAN

<PAGE>

XIONICS INTERNATIONAL HOLDINGS, INC.

1993 STOCK OPTION PLAN

<PAGE>

TABLE OF CONTENTS
<S> <C>
1. Purpose 1

2. Definitions 1

3. Term of the Plan 2

4. Stock Subject to the Plan 2

5. Administration 2

6. Eligibility 3

7. Time of Granting Options 3

8. Option Price 3

9. Option Period 3

10. Limit on Incentive Option Characterization 4

11. Exercise of Option 4

12. Restrictions on Issue of Shares 4

13. Purchase for Investment; Subsequent Registration 5

14. Withholding; Notice of Disposition of Stock Prior to Expiration of Specified Holding Period 5

15. Termination of Association with the Company 6

16. Transferability of Options 6

17. Adjustment of Number of Option Shares 6

18. Reservation of Stock 7

19. Limitation of Rights in Stock; No Special Employment or Other Rights 7

20. Termination and Amendment; Notice 8

21. Notices and Other Communications 8

22. Governing Law 8
</TABLE>

<PAGE>

XIONICS INTERNATIONAL HOLDINGS, INC.

1993 STOCK OPTION PLAN

1. PURPOSE

This Plan is intended to encourage ownership of Stock by employees and
directors of and consultants to the Company and its Affiliates and to provide
additional incentives for them to promote the success of the Company's business.
The Plan is intended to be an incentive stock option plan within the meaning of
Section 422 of the Code but not all Options granted hereunder are required to be
Incentive Options.

2. DEFINITIONS

As used in this Plan the following terms shall have the following
meanings:

2.1. AFFILIATE means a parent or subsidiary corporation of the Company,
as defined in Section 424(e) and (f), respectively, of the Code.

2.2. BOARD means the Company's Board of Directors.

2.3. CODE means the federal Internal Revenue Code of 1986, as amended.

2.4. COMMITTEE means a committee the members of which have been
appointed by the Board to serve from time to time at its pleasure and delegated
the responsibility for the administration of the Plan, as provided in Section 5
of the Plan. For any period during which no such committee is in existence all
authority and responsibility assigned the Committee under the Plan shall be
exercised, if at all, by the Board.

2.5. COMPANY means Xionics International Holdings, Inc., a corporation
organized under the laws of the State of Delaware.

2.6. EMPLOYMENT AGREEMENT means an agreement, if any, between the
Company and an Optionee, setting forth, INTER ALIA, conditions and restrictions
upon the transfer of shares of Stock.

2.7. FAIR MARKET VALUE means the value of a share of Stock on any date
as determined by the Committee.

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2.8. GRANT DATE means the date as of which an Option is granted, as
determined under Section 7.

2.9. INCENTIVE OPTION means an Option which by its terms is to be
treated as an "incentive stock option" within the meaning of Section 422 of the
Code.

2.10. NONSTATUTORY OPTION means any Option that is not an Incentive
Option.

2.11. OPTION means an option to purchase shares of Stock granted under
the Plan.

2.12. OPTION AGREEMENT means an agreement between the Company and an
Optionee, setting forth the terms and conditions of an Option.

2.13. OPTION PRICE means the price paid by an Optionee for a share of
Stock upon exercise of an Option.

2.14. OPTIONEE means a person eligible to receive an Option, as
provided in Section 6, to whom an Option shall have been granted under the Plan.

2.15. PLAN means this 1993 Stock Option Plan of the Company, as
amended from time to time.

2.16. STOCK means Common Stock, par value $.01 per share, of the
Company.

2.17. SHAREHOLDERS AGREEMENT means the agreement between the Company
and certain shareholders, setting forth, INTER ALIA, certain restrictions upon
the transfer of shares of Stock.

2.18. TEN PERCENT OWNER means a person who owns, or is deemed within
the meaning of Section 422(b) (6) of the Code to own, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
(or any Affiliate). Whether a person is a Ten Percent Owner shall be determined
with respect to each Option based on the facts existing immediately prior to the
Grant Date of such Option.

2.19. VESTING YEAR for any portion of any Incentive Option means the
calendar year in which that portion of the Option first becomes exercisable.

<PAGE>

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3. TERM OF THE PLAN

Options may be granted hereunder at any time in the period commencing
on the approval of the Plan by the Board and ending on the tenth anniversary of
the earlier of the adoption of the Plan by the Board or approval of the Plan by
the Company's shareholders.

4. STOCK SUBJECT TO THE PLAN

At no time shall the number of shares of Stock then outstanding which
are attributable to the exercise of Options granted under the Plan, plus the
number of shares then issuable upon exercise of outstanding Options granted
under the Plan, exceed 1,026,015 shares, SUBJECT, HOWEVER, to the provisions of
Section 17 of the Plan. Shares to be issued upon the exercise of Options granted
under the Plan may be either authorized but unissued shares or shares held by
the Company in its treasury. If any Option expires or terminates for any reason
without having been exercised in full, the shares not purchased thereunder shall
again be available for Options thereafter to be granted.

5. ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making the following
determinations with respect to each Option to be granted by the Company: (a) the
employee, director or consultant to receive the Option; (b) whether the Option
(if granted to an employee) will be an Incentive Option or Nonstatutory Option;
(c) the time of granting the Option; (d) the number of shares subject to the
Option; (e) the Option Price; (f) the Option period; (g) the Option exercise
date or dates; and (h) the effect of termination of employment or other
association with the Company and its Affiliates on the subsequent exercisability
of the Option. In making such determinations, the Committee may take into
account the nature of the services rendered by the respective employees,
directors and consultants, their present and potential contributions to the
success of the Company and its subsidiaries, and such other factors as the
Committee in its discretion shall deem relevant. Subject to the provisions of
the Plan (including Section 20), the Committee shall also have complete
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the
respective Option Agreements (which need not be identical), and to make all

<PAGE>

-4-

other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations on the matters referred to in this Section 5
shall be conclusive.

6. ELIGIBILITY

Options may be granted under the Plan to any one or more of the
employees and directors of and consultants to one or more of the Company or an
Affiliate.

7. TIME OF GRANTING OPTIONS

The granting of an Option shall take place at the time specified in the
Option Agreement. Only if expressly so provided in the Option Agreement shall
the Grant Date be the date on which an Option Agreement shall have been duly
executed and delivered by the Company and the Optionee.

8. OPTION PRICE

The Option Price under each Incentive Option shall be not less than
100% of the Fair Market Value of Stock on the Grant Date, or not less than 110%
of the Fair Market Value of Stock on the Grant Date if the Optionee is a Ten
Percent Owner. The Option Price under each Nonstatutory Option shall not be so
limited solely by reason of this Section 8.

9. OPTION PERIOD

No Incentive Option may be exercised later than the tenth anniversary
of the Grant Date, or not later than the fifth anniversary of the Grant Date, if
the Optionee is a Ten Percent Owner. The Option period under each Nonstatutory
Option shall not be so limited solely by reason of this Section 9. An Option may
become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine. In the case of an Option not otherwise immediately
exercisable in full, the Committee may accelerate the exercisability of such
Option in whole or in part at any time, provided the acceleration of the
exercisability of any Incentive Option would not cause the Option to fail to
comply with the provisions of Section 422 of the Code.

10. LIMIT ON INCENTIVE OPTION CHARACTERIZATION

No Incentive Option shall be considered an Incentive Option to the
extent pursuant to its terms it would permit the Optionee to purchase for the
first time in any Vesting

<PAGE>

-5-

Year under that Incentive Option more than the number of shares of Stock
calculated by dividing the current limit by the Option Price. The current limit
for any Optionee for any Vesting Year shall be $100,000 minus the aggregate Fair
Market Value at the date of grant of the number of shares of Stock available for
purchase for the first time in the Vesting Year under each other Incentive
Option granted to the Optionee under the Plan after December 31, 1986 and each
other incentive stock option granted to the Optionee after December 31, 1986
under any other incentive stock option plan of the Company and its Affiliates.

11. EXERCISE OF OPTION

An Option may be exercised by the Optionee giving written notice, in
the manner provided in Section 21 specifying the number of shares with respect
to which the Option is then being exercised. The notice shall be accompanied by
payment in the form of cash, or certified or bank check payable to the order of
the Company in an amount equal to the option price of the shares to be purchased
or, if the Committee had so authorized on the grant of any particular option
hereunder (and subject such conditions, if any, as the Committee may deem
necessary to avoid adverse accounting effects to the Company) by delivery of
that number of shares of Stock having a fair market value equal to the option
price of the shares to be purchased. Receipt by the Company of such notice and
payment shall constitute the exercise of the Option. Within 30 days thereafter
but subject to the remaining provisions of the Plan, the Company shall deliver
or cause to be delivered to the Optionee or his agent a certificate or
certificates for the number of shares then being purchased. Such shares shall be
fully paid and nonassessable.

12. RESTRICTIONS ON ISSUE OF SHARES

12.1. Notwithstanding any other provision of the Plan, if, at any time,
in the reasonable opinion of the Company the issuance of shares of Stock covered
by the exercise of any Option may constitute a violation of law, then the
Company may delay such issuance and the delivery of a certificate for such
shares until (i) approval shall have been obtained from such governmental
agencies, other than the Securities and Exchange Commission, as may be required
under any applicable law, rule, or regulation, and (ii) in the case where such
issuance would constitute a violation of a law administered by or a regulation
of the Securities and Exchange Commission, one of the following conditions shall
have been satisfied:

<PAGE>

-6-

(a) the shares with respect to which such Option has been
exercised are at the time of the issue of such shares effectively registered
under the Securities Act of 1933, as amended (the "Securities Act"); or

(b) a no-action letter in form and substance reasonably
satisfactory to the Company with respect to the issuance of such shares shall
have been obtained by the Company from the Securities and Exchange Commission.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

12.2. Each certificate representing shares issued upon the exercise of
an Option will bear restrictive legends which may refer to this Plan and to
applicable restrictions under the Shareholders Agreement and Employment
Agreement.

13. PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION

13.1. Unless the shares to be issued upon exercise of an Option granted
under the Plan have been effectively registered under the Securities Act, the
Company shall be under no obligation to issue any shares covered by any Option
unless the person who exercises such Option, in whole or in part, shall give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that he
or she is acquiring the shares issued pursuant to such exercise of the Option as
an investment and not with a view to, or for sale in connection with, the
distribution of any such shares.

13.2. Each share of Stock issued pursuant to the exercise of an Option
granted pursuant to this Plan may bear a reference to the investment
representation made in accordance with this Section 13 and to the fact that no
registration statement has been filed with the Securities and Exchange
Commission in respect to said Stock.

<PAGE>

-7-

or offering circular as is reasonably necessary for such purpose and may require
reasonable indemnity to the Company and its officers and directors from such
holder against all losses, claims, damage and liabilities arising from such use
of the information so furnished and caused by an untrue statement of any
material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made.

13.4. Whenever shares are to be issued in satisfaction of an Option
granted hereunder, the Company shall have the right to require the Optionee (a)
to execute and deliver and otherwise become a party to the Shareholders
Agreement in respect of such shares, or (b) to grant the Company a right of
first refusal before any sale or other disposition of such shares by the
Optionee on commercially customary terms and conditions.

14. WITHHOLDING; NOTICE OF DISPOSITION OF STOCK
PRIOR TO EXPIRATION OF SPECIFIED HOLDING PERIOD

14.1. Whenever shares are to be issued in satisfaction of an Option
granted hereunder, the Company shall have the right to require the Optionee to
remit to the Company an amount sufficient to satisfy federal, state, local or
other withholding tax requirements if and to the extent required by law (whether
so required to secure for the Company an otherwise available tax deduction or
otherwise) prior to the delivery of any certificate or certificates for such
shares.

14.2. The Company may require as a condition to the issuance of shares
covered by any Incentive Option that the party exercising such Option give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that he
or she will report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code. If
and to the extent that the realization of income in such a disposition imposes
upon the Company federal, state, local or other withholding tax requirements, or
any such withholding is required to secure for the Company an otherwise
available tax deduction, the Company shall have the right to require that the
recipient remit to the Company an amount sufficient to satisfy those
requirements, and the Company may require as a condition to the issuance of
shares covered by an Incentive Option that the party exercising

<PAGE>

-8-

such option give a satisfactory written representation promising to make such a
remittance.

15. TERMINATION OF ASSOCIATION WITH THE COMPANY

16. TRANSFERABILITY OF OPTIONS

Options shall not be transferable, otherwise than by will or the laws
of descent and distribution, and may be exercised during the life of the
Optionee only by the Optionee.

17. ADJUSTMENT OF NUMBER OF OPTION SHARES

17.1. In the event of any stock dividend payable in Stock or any
split-up or contraction in the number of shares of Stock after the date of the
Option Agreement and prior to the exercise in full of the Option, the number of
shares subject to such Option Agreement and the price to be paid for each share
subject to the Option shall be proportionately adjusted.

17.2. In the event of an any reclassification or change of outstanding
shares of Stock, shares of stock or other securities equivalent in kind and
value to those shares an Optionee would have received if he or she had held the
full number of shares of Stock subject to the Option immediately prior to such
reclassification or change and had continued to hold those shares (together with
all other shares, stock and securities thereafter issued in respect thereof) to
the time of the exercise of the Option shall thereupon be subject to the Option.

<PAGE>

-9-

the Company as a whole or substantially as a whole, shares of stock or other
securities equivalent in kind and value to those shares and other securities an
Optionee would have received if he or she had held the full number of shares of
Stock remaining subject to the Option immediately prior to such consolidation,
merger, sale or conveyance and had continued to hold those shares (together with
all other shares, stock and securities thereafter issued in respect thereof) to
the time of the exercise of the Option shall thereupon be subject to the Option.
However, except to the extent any Option Agreement shall provide different or
additional terms, in any such transaction the Committee, in its discretion, may
provide instead that any outstanding Option shall terminate, to the extent not
exercised by the Optionee prior to termination, as of the date of the
transaction, in consideration of the Company's payment to the Optionee of an
amount of cash equal to the difference between the aggregate Fair Market Value
of the shares of Stock for which the Option is then exercisable and the
aggregate exercise price for such shares under the Option.

17.4. Upon dissolution or liquidation of the Company, the Option shall
terminate, but the Optionee (if at the time in the employ of or otherwise
associated with the Company or any of its Affiliates) shall have the right,
immediately prior to such dissolution or liquidation, to exercise the Option to
the extent exercisable on the date of such dissolution or liquidation.

17.5. No fraction of a share shall be purchasable or deliverable upon
exercise, but in the event any adjustment hereunder of the number of shares
covered by the Option shall cause such number to include a fraction of a share,
such number of shares shall be adjusted to the nearest smaller whole number of
shares. In the event of changes in the outstanding Stock by reason of any stock
dividend, split-up, contraction, reclassification, or change of outstanding
shares of Stock of the nature contemplated by this Section 17, the number of
shares of Stock available for the purpose of the Plan as stated in Section 4
shall be correspondingly adjusted.

18. RESERVATION OF STOCK

The Company shall at all times during the term of the Plan and any
outstanding Options granted hereunder reserve or otherwise keep available such
number of shares of Stock as will be sufficient to satisfy the requirements of
the Plan (if then in effect) and such Options and shall pay all

<PAGE>

-10-

fees and expenses necessarily incurred by the Company in connection therewith.

19. LIMITATION OF RIGHTS IN STOCK;
NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

The Optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the shares of Stock covered by an Option,
except to the extent that the Option shall have a been exercised with respect
thereto and, in addition, a certificate shall have been issued therefor and
delivered to the Optionee or his agent. Nothing contained in the Plan or in any
Option shall confer upon any Optionee any right with respect to the continuation
of his or her employment or other association with the Company (or any
Affiliate), or interfere in any way with the right of the Company (or any
Affiliate), subject to the terms of any separate employment or consulting
agreement or provision of law or corporate articles or by-laws to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease the compensation of the Optionee from the rate in existence at the
time of the grant of an Option.

20. TERMINATION AND AMENDMENT; NOTICE

The Board may at any time terminate the Plan or make such modifications
of the Plan as it shall deem advisable. No termination or amendment of the Plan
may, without the consent of the Optionee to whom any Option shall theretofore
have been granted, adversely affect the rights of such Optionee under such
Option.

The Committee shall similarly have the right to terminate or amend any
Option outstanding on the date of any such action, provided, however, that any
amended Option shall remain consistent with all applicable terms of the Plan,
and provided, further, however, that no termination or amendment of an
outstanding Option shall adversely affect the rights of the Optionee under such
Option without the consent of the Optionee.

The Committee shall give prompt notice to any Optionee of any amendment
to the Plan, and the occurrence of any event that would trigger rights with
respect to any Options granted under the Plan, including the occurrence of any
"Disposition" or any "IPO", as those terms are defined in certain option
agreements governing Options.

<PAGE>

-11-

21. NOTICES AND OTHER COMMUNICATIONS

All notices and other communications required or permitted under the
Plan shall be effective if in writing and if delivered or sent by certified or
registered mail, return receipt requested (a) if to the Optionee, at his or her
residence address last filed with the Company, and (b) if to the Company, at Two
Corporation Way, Peabody, MA 01960 Attention: Chief Executive Officer or to such
other persons or addresses as the Optionee or the Company may specify by a
written notice to the other from time to time.

22. GOVERNING LAW

This Plan shall be interpreted and enforced in accordance with the laws
of the Commonwealth of Massachusetts.

<PAGE>

1993 STOCK OPTION PLAN AMENDMENTS

1. Paragraph 11. of the Plan was amended on August 13, 1996. Paragraph 11. as
amended reads as follows:

11. EXERCISE OF OPTION

An Option may be exercised by the Optionee giving written
notice, in the manner provided in Section 21 specifying the number of
shares with respect to which the Option is then being exercised. The
notice shall be accompanied by payment in the form of cash, or
certified or bank check payable to the order of the Company in an
amount equal to the option price of the shares to be purchased or, if
the Committee had so authorized on the grant of any particular Option
hereunder (and subject to such conditions, if any, as the Committee may
deem necessary to avoid adverse accounting effects to the Company) by
delivery of that number of shares of Stock having a fair market value
equal to the option price of the shares to be purchased. Receipt by the
Company of such notice and payment shall constitute the exercise of the
Option. Within 30 days thereafter but subject to the remaining
provisions of the Plan, the Company shall deliver or cause to be
delivered to the Optionee or his/her agent a certificate or
certificates for the number of shares then being purchased. Such shares
shall be fully paid and nonassessable.

Notwithstanding the foregoing, in lieu of payment by cash or
check accompanying the written notice of exercise described above, an
Optionee may, unless prohibited by applicable law, elect to effect
payment by including with the written notice referred to above
irrevocable instructions to deliver for sale to a registered securities
broker acceptable to the Company a number of the shares subject to the
Option being exercised sufficient, after brokerage commissions, to
cover the aggregate exercise price of such Option and, if the Optionee
further elects, the Optionee's withholding tax obligations with respect
to such exercise, together with irrevocable instructions to such broker
to sell such shares and to remit directly to the Company such aggregate
exercise price and, if the Optionee has so elected, the amount of such
withholding tax obligation. The Company shall not be required to
deliver to such securities broker any stock certificate for such shares
until it has received from the broker such exercise price and, if the
Optionee has so elected, such withholding tax obligation amount.

<PAGE>

2. Paragraph 15. of the Plan was amended on August 13, 1996. Paragraph 15. as
amended reads as follows:

15. TERMINATION OF ASSOCIATION WITH THE COMPANY

Unless the Committee shall provide otherwise in the grant of a
particular Option under the Plan, the Option shall cease to be
exercisable in any respect 90 days after the Optionee's employment or
other association with the Company is terminated, whether voluntarily
or otherwise, for any reason other than death of the Optionee, and
shall cease to be exercisable in any respect one year after the
Optionee's employment with the Company is terminated by reason of the
Optionee's death. Such Option shall be exercisable within such 90 day
period only to the extent exercisable on the date of such termination.
Military or sick leave shall not be deemed a termination of employment
or other association, provided that it does not exceed the longer of 90
days or the period during which the absent Optionee's reemployment
rights, if any, are guaranteed by statute or by contract. The Committee
may in its discretion deem an Optionee's absence of more than 90 days
for any reason as a termination of employment for purposes of this
Paragraph 15.

<PAGE>

EXHIBIT 99.2

XIONICS DOCUMENT TECHNOLOGIES, INC. 1995 STOCK OPTION PLAN
<PAGE>

XIONICS DOCUMENT TECHNOLOGIES, INC.

1995 STOCK OPTION PLAN

1. PURPOSE

2. DEFINITIONS

As used in this Plan the following terms shall have the following
meanings:

2.1. AFFILIATE means a parent or subsidiary corporation of the Company,
as defined in Sections 424 (e) and (f), respectively, of the Code.

2.2. BOARD means the Company's Board of Directors.

2.3. CODE means the federal Internal Revenue Code of 1986, as amended.

2.4. COMMITTEE means a committee the members of which have been
appointed by the Board to serve from time to time at its pleasure
and delegated the responsibility for the administration of the
Plan, as provided in Section 5 of the Plan. For any period during
which no such committee is in existence all authority and
responsiblity assigned the Committee under the Plan shall be
exercised, if at all, by the Board.

2.5. COMPANY means Xionics Document Technologies, Inc., a corporation
organized under the laws of the State of Delaware.

2.6. EMPLOYMENT AGREEMENT means an agreement, if any, between the
Company and the Optionee, setting forth, INTER ALIA, conditions
and restrictions upon transfer of shares of Stock.

2.7. FAIR MARKET VALUE means the value of a share of Stock on any date
as determined by the Committee.

2.8. Grant Date means the date as of which an Option is granted, as
determined under Section 7.

2.9. Incentive Option means an Option which by its terms is to be
treated as an "incentive stock option" within the meaning of
Section 422 of the Code.

3
<PAGE>

2.10. Nonstatutory Option means any Option that is not an Incentive
Option.

2.11. Option means an option to purchase shares of Stork granted under
the Plan.

2.12. Option Agreement means an agreement between the Company and an
Optionee, setting forth the terms and conditions of an Option.

2.13. Option Price means the price paid by an Optionee for a share of
stock upon exercise of an Option.

2.14. Optionee means a person eligible to receive an Option, as provided
in Section 6, to whom an Option shall have been granted under the
Plan.

2.15. Plan means this 1995 Stock Option Plan of the Company, as amended
from time to time.

2.16. Stock means Common Stock, par value $.01 per share, of the
Company.

2.17. Shareholders Agreement means the agreement between the Company and
certain shareholders, setting forth, inter alia, certain
restrictions upon the transfer of shares of Stock.

2.18. Ten Percent Owner means a person who owns, or is deemed within the
meaning of Section 422 (b) (6) of the Code to own, stock
possessing more than 10% of the total combined voting power of
all classes of stock of the Company (or any Affiliate). Whether a
person is Ten Percent Owner shall be determined with respect to
each Option based on the facts existing immediately prior to the
Grant Date of such Option.

2.19. Vesting Year for any portion of any Incentive Option means the
calendar year in which that portion of the Option first becomes
exercisable.

3. TERM OF THE PLAN

Options may be granted hereunder at the time in the period commencing on
the approval of the Plan by the Board and ending on the tenth anniversary of the
earlier of the adoption of the Plan by the Board or approval of the Plan by the
Company's shareholders.

4
<PAGE>

4. STOCK SUBJECT TO THE PLAN

At no time shall the number of shares of Stock then outstanding which
are attributable to the exercise of Options granted under the Plan, plus the
number of shares then issuable upon exercise of outstanding Options granted
under the plan, exceed 1,725,000 shares, subject, however, to the provisions of
Section 17 of the Plan. Shares to be issued upon the exercise of Options granted
under the Plan may be either authorized but unissued shares or shares held by
the Company in its treasury. If any Option expires or terminates for any reason
without having been exercised in full, the shares not purchased thereunder shall
again be available for Options thereafter to be grunted.

5. ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making the following
determinations with respect to each Option to be granted by the Company: (a)
the employee, director or consultant to receive the Option; (b) whether the
Option (if granted to an employee) will be an Incentive Option or
Nonstatutory Option; (c) the time of granting the Option; (d) the number of
shares subject to the Option; (e) the Option Price; (f) the Option period;
(g) the Option exercise date or dates; and (h) the effect of termination of
employment or other association with the Company and its affiliates on the
subsequent exercisability of the Option. In making such determinations, the
Committee may take into account the nature of the services rendered by the
respective employees, directors, and consultants, their present and potential
contributions to the success of the Company and its subsidiaries, and such
other factors as the Committee in its discretion shall deem relevant.
Subject to the provisions of the Plan (including Section 20), the Committee
shall also have complete authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, to determine the terms and
provisions of the respective Option determine the terms and provisions of
the respective Option Agreements (which need not be identical), and to make
all other determinations necessary or advisable for the administration of the
Plan. The Committee's determinations on the matters referred to in this
Section 5 shall be conclusive.

6. ELIGIBILITY

Options may be granted under the Plan to any one or more of the employees
and directors of and consultants to one or more of the Company or an Affiliate.

7. TIME OF GRANTING OPTIONS

The granting of an Option shall take place at the time specified in
the Option Agreement. Only if expressly so provided in the Option Agreement
shall the Grant Date be the date on which an Option Agreement shall have been
duly executed and delivered by the Company and the Optionee.

5
<PAGE>

8. OPTION PRICE

The Option Price under each Incentive Option shall be not less than 100%
of the Fair Market Value of Stock on the Grant Date, not less than 110% of the
Fair Market Value of Stock on Grant Date if the Optionee is a Ten Percent Owner.
The Option Price under each Nonstatutory Option shall not be so limited solely
by reason of this Section 8.

9. OPTION PERIOD

No Incentive Option may be exercised later than the tenth anniversary of
the Grant Date, or not later than the fifth anniversary of the Grant Date, if
the Optionee is a Ten Percent Owner. The Option period under each Nonstatutory
Option shall not be so limited solely by reason of this Section 9. An Option may
become exercisable in such installments, cumulative or non-cumulative, as the
Committee may determine. In the case of an Option not otherwise immediately
exercisable in full, the Committee may accelerate the exercisability of such
Option in whole or in part at any time, provided the acceleration of the
exercisability of any Incentive Option would not cause the Option to fail to
comply with the provisions of Section 422 of the Code.

10. LIMIT ON INCENTIVE OPTION CHARACTERIZATION

No Incentive Option shall be considered an Incentive Option to the extent
pursuant to its terms it would permit the Optionee to purchase for the first
time in any Vesting Year under that Incentive Option more than number of shares
of Stock calculated by dividing the current limit by the Option Price. The
current limit for any Optionee for any Vesting Year shall be $100,000 minus the
aggregate Fair Market Value at the date of grant of the number of shares of
Stock available for purchase for the first time in the Vesting Year under each
other Incentive Option granted to the Optionee under the Plan after, 1995 and
each other incentive stock option granted to the Optionee after, 1995 under any
other incentive stock option plan of the Company and its Affiliates.

11. EXERCISE OF OPTION

An Option may be exercised by the Optionee giving written notice, in the
manner provided in Section 21 specifying the number of shares with respect to
which the Option is then being exercised. The notice shall be accompanied by
payment in the form of cash, or certified or bank check payable to the order of
the Company in an amount equal to the option price of the shares to be purchased
or, if the Committee had so authorized on the grant of any particular Option
hereunder (and subject such conditions, if any, as the Committee may deem
necessary to avoid adverse accounting effects to the Company) by delivery of
that number of shares of Stock having a fair market value equal to the option
price of the shares to be purchased. Receipt by the Company of such notice and
payment shall constitute the exercise of the Option. Within 30 days thereafter
but subject to the remaining provisions of the Plan, the Company shall deliver
or cause to be delivered to the

6
<PAGE>

Optionee or his/her agent a certificate or certificates for the number of shares
then being purchased. Such shares shall be fully paid and nonassessable.

12. RESTRICTIONS ON ISSUE OF SHARES

12.1. Notwithstanding any other provision of the Plan, if, at any time,
in the reasonable opinion of the Company the issuance of shares of Stock covered
by the exercise of any Option may constitute a violation of law, then the
Company may delay such issuance and delivery of certificate for such shares
until (i) approval shall have been obtained from such governmental agencies,
other than the Securities and Exchange Commission, as may be required under any
applicable law, rule, or regulation, and (ii) in the case where such issuance
would constitute a violation of a law administered by or a regulation of the
Securities and Exchange Commission, one of the following conditions shall have
been satisfied:

(a) the shares with respect to which such Option has been exercised
are at the time of the issue of such shares effectively registered under the
Securities Act of '1933, as amended (the "Securities Act"); or

(b) a no-action letter in form and substance reasonably satisfactory to
the Company with respect to the issuance of such shares shall have been obtained
by the Company from the Securities and Exchange Commission.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

12.2. Each certificate representing shares issued upon the exercise of an
Option will bear restrictive legends which may refer to this Plan and to
applicable restrictions under the Shareholders Agreement and Employment
Agreement.

13. PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION

13.1. Unless the shares to be issued upon exercise of an Option granted
under the Plan have been effectively registered under the Securities Act, the
Company shall be under no obligation to issue any shares covered by any Option
unless the person who exercises such Option, in whole or in part, shall give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may re reasonably rely, that
he or she is acquiring the shares issued pursuant to such exercise of the Option
as an investment and not with a view to, or for sale in connection with, the
distribution of any such shares.

7
<PAGE>

13.3. If the Company shall deem it necessary or desirable to register
under the Securities Act or other applicable statutes any shares with respect to
which an Option shall have been granted, or to qualify any such shares for
exemption from the Securities Act or applicable statutes, then the Company shall
take such action at its own expense. The Company may require from each Option
holder, or each holder of shares of Stock acquired pursuant to the Plan, such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors from such holder against all losses, claims, damage and liabilities
arising from such use of the information so furnished and caused by any untrue
statement of any material fact therein or caused by the omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made.

14. WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO EXPIRATION OF
SPECIFIED HOLDING PERIOD

14.2. The Company may require as a condition to the issuance of shares
covered by any Incentive Option that the party exercising such Option give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that he
or she will report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422 (a) (1) of the Code.
If and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, the Company shall have the right to require
that the recipient remit to the Company an amount sufficient to satisfy those
requirements, and the Company may require as a condition to the issuance of
shared covered by an Incentive Option that the party exercising such option give
a satisfactory written representation promising to make such a remittance.

8
<PAGE>

15. TERMINATION OF ASSOCIATION WITH THE COMPANY

16. TRANSFERABILITY OF OPTIONS

Options shall not be transferable, otherwise than by will or the laws of
descent and distribution, and may be exercised during the life of the Optionee
only by the Optionee.

17. ADJUSTMENT OF NUMBER OF OPTION SHARES

17.1. In the event of any stock dividend payable in Stock or any
split-up or contraction in the number of shares of Stock after the date of the
Option Agreement and prior to the exercise in full of the Option, the number of
shares subject to such Option Agreement and price to be paid for each share
subject to the Option shall be proportionately adjusted.

17.2. In the event of any reclassification or change of outstanding
shares of Stock, shares of stock or other securities equivalent in kind and
value to those shares an Optionee would have received if he or she had held the
full number of shares of Stock subject to the Option immediately prior to such
reclassification or change and had continued to hold those shares (together with
all other shares, stock and securities thereafter issued in respect thereof) to
the time of the exercise of the Option shall thereupon be subject to the Option.

17.3. Subject to the remainder of this Section 17.3, in the event of any
consolidation or merger of the Company with or into another company or in case
of any sale or conveyance to another company or entity of the property of the
Company as a whole or substantially as a whole, shares of stock or other
securities equivalent in kind and value to those shares and other securities an
Optionee would have received if he or she had held the full number of shares of
Stock remaining subject to the Option immediately prior such consolidation,
merger, sale or conveyance and had continued to hold those shares (together with
all other shares, stock, and securities thereafter issued in respect thereof) to
the time of the exercise of the Option shall thereupon be subject to the Option.
However, except to the extent any Option Agreement shall provide different or
additional terms, in any such transaction the Committee, in its discretion, may
provide instead that any outstanding Option shall terminate, to the extent not
exercised by the Optionee prior to termination, as of the date of the
transaction, in consideration of the Company's

9
<PAGE>

payment to the Optionee of an amount of cash equal to the difference between the
aggregate Fair Market Value of the shares of Stock for which the Option is then
exercisable and the aggregate exercise price for such shares under the Option.

18. RESERVATION OF STOCK

fees and expenses necessarily incurred by the Company in connection therewith.

19. LIMITATION OF RIGHTS IN STOCK;
NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

The Optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the shares of Stock covered by an Option,
except to the extent that the Option shall have been exercised with respect
thereto and, in addition, a certificate shall have been issued therefor and
delivered to the Optionee or his agent. Nothing contained in the Plan or in any
Option shall confer upon any Optionee any right with respect to the continuation
of his or her employment to other association with the Company (or any
Affiliate), or interfere in any way with the right of the Company (or any
Affiliate), subject to the terms of any separate employment of consulting
agreement or provision of law or corporate articles or by-laws to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease the compensation of the Optionee from the rate in existence at the
time of the grant of an Option.

10
<PAGE>

20. TERMINATION AND AMENDMENT; NOTICE

The Committee shall give prompt notice to any Optionee of any amendment
to the Plan, and the occurrence of any event that would trigger rights with
respect to any Options granted under the plan, including the occurrence of any
"Disposition" or any "IPO", as those terms are defined in certain option
agreements governing Options.

21. NOTICES AND OTHER COMMUNICATIONS

All notices and other communications required or permitted under the Plan
shall be effective if in writing and if delivered or sent by certified or
registered mail, return receipt requested (a) if to the Optionee, at his or her
residence address last filed with the company, and (b) if to the Company, at 70
Blanchard Road, Burlington, MA 01803, Attention: Chief Executive Officer or to
such other persons or addresses as the Optionee or the Company may specify by
written notice to the other from time to time.

22. GOVERNING LAW

This Plan shall be interpreted and enforced in accordance with the laws
of the Commonwealth of Massachusetts.

11
<PAGE>

1995 STOCK OPTION PLAN AMENDMENTS

1. Paragraph 11. of the Plan was amended on August 13, 1996. Paragraph 11. as
amended reads as follows:

11. EXERCISE OF OPTION

An Option may be exercised by the Optionee giving written notice,
in the manner provided in Section 21 specifying the number of shares with
respect to which the Option is then being exercised. The notice shall be
accompanied by payment in the form of cash, or certified or bank check
payable to the order of the Company in an amount equal to the option
price of the shares to be purchased or, if the Committee had so
authorized on the grant of any particular Option hereunder (and subject
to such conditions, if any, as the Committee may deem necessary to avoid
adverse accounting effects to the Company) by delivery of that number of
shares of Stock having a fair market value equal to the option price of
the shares to be purchased. Receipt by the Company of such notice and
payment shall constitute the exercise of the Option. Within 30 days
thereafter but subject to the remaining provisions of the Plan, the
Company shall deliver or cause to be delivered to the Optionee or his/her
agent a certificate or certificates for the number of shares then being
purchased. Such shares shall be fully paid and nonassessable.

Notwithstanding the foregoing, in lieu of payment by cash or check
accompanying the written notice of exercise described above, an Optionee
may, unless prohibited by applicable law, elect to effect payment by
including with the written notice referred to above irrevocable
instructions to deliver for sale to a registered securities broker
acceptable to the Company a number of the shares subject to the option
being exercised sufficient, after brokerage commissions, to cover the
aggregate exercise price of such Option and, if the Optionee further
elects, the Optionee's withholding tax obligations with respect to such
exercise, together with irrevocable instructions to such broker to sell
such shares and to remit directly to the Company such aggregate exercise
price and, if the Optionee has so elected, the amount of such withholding
tax obligation. The Company shall not be required to deliver to such
securities broker any stock certificate for such shares until it has
received from the broker such exercise price and, if the Optionee has so
elected, such withholding tax obligation amount.
<PAGE>

2. Paragraph 15. of the Plan was amended on August 13, 1996. Paragraph 15. as
amended reads as follows:

15. TERMINATION OF ASSOCIATION WITH THE COMPANY

Unless the Committee shall provide otherwise in the grant of a
particular Option under the Plan, the Option shall cease to be
exercisable in any respect 90 days after the Optionee's employment or
other association with the Company is terminated, whether voluntarily or
otherwise, for any reason other than death of the Optionee, and shall
cease to be exercisable in any respect one year after the Optionee's
employment with the Company is terminated by reason of the Optionee's
death. Such Option shall be exercisable within such 90 day period only to
the extent exercisable on the date of such termination. Military or sick
leave shall not be deemed a termination of employment or other
association, provided that it does not exceed the longer of 90 days or
the period during which the absent Optionee's reemployment rights, if
any, are guaranteed by statute or by contract. The Committee may in its
discretion deem an Optionee's absence of more than 90 days for any reason
as a termination of employment for purposes of this Paragraph 15.
<PAGE>

EXHIBIT A

Section 11. of each of the Corporation's 1993, 1995 and 1996 Stock Option Plans
is amended by inserting the following at the end thereof:

"Notwithstanding the foregoing, in lieu of payment by cash or check
accompanying the written notice of exercise described above, an Optionee
may, unless prohibited by applicable law, elect to effect payment by
including with the written notice referred to above irrevocable
instructions to deliver for sale to a registered securities broker
acceptable to the Corporation a number of the shares subject to the
Option being exercised sufficient, after brokerage commissions, to cover
the aggregate exercise price of such Option and, if the Optionee further
elects, the Optionee's withholding tax obligations with respect to such
exercise, together with irrevocable instructions to such broker to sell
such shares and to remit directly to the Corporation such aggregate
exercise price and, if the Optionee has so elected, the amount of such
withholding tax obligation. The Corporation shall not be required to
deliver to such securities broker any stock certificate for such shares
until it has received from the broker such exercise price and, if the
Optionee has so elected, such withholding tax obligation amount."

<PAGE>

EXHIBIT 99.3

XIONICS DOCUMENT TECHNOLOGIES, INC. 1996 STOCK OPTION PLAN

<PAGE>

XIONICS DOCUMENT TECHNOLOGIES, INC.

1996 STOCK OPTION PLAN

<PAGE>

TABLE OF CONTENTS

Page
----
<S> <C>
1. Purpose 3

2. Definitions 3,4

3. Term of the Plan 4

4. Stock Subject to the Plan 5

5. Administration 5

6. Eligibility 5

7. Time of Granting Options 5

8. Option Price 6

9. Option Period 6

10. Limit on Incentive Option Characterization 6

11. Exercise of Option 6,7

12. Restrictions on Issue of Shares 7

13. Purchase for Investment; Subsequent Registration 7,8

14. Withholding; Notice of Disposition of Stock
Prior to Expiration of Specified Holding Period 8

15. Termination of Association with the Company 9

16. Transferability of Options 9

17. Adjustment of Number of Option Shares 9,10

18. Reservation of Stock 10

19. Limitation of Rights in Stock;
No Special Employment or Other Rights 10

20. Termination and Amendment; Notice 11

21. Notice and Other Communications 11

22. Governing Law 11
</TABLE>

<PAGE>

XIONICS DOCUMENT TECHNOLOGIES, INC.

1996 STOCK OPTION PLAN

1. PURPOSE

2. DEFINITIONS

As used in this Plan the following terms shall have the following meanings:

2.1 AFFILIATE means a parent or subsidiary corporation of the Company,
as defined in Sections 424(e) and (f), respectively, of the Code.

2.2 BOARD means the Company's Board of Directors.

2.3 CODE means the federal Internal Revenue Code of 1986, as amended.

2.4 COMMITTEE means a committee the members of which have been
appointed by the Board to serve from time to time at its pleasure
and delegated the responsibility for the administration of the Plan,
as provided in Section 5 of the Plan. For any period during which no
such committee is in existence all authority and responsibility
assigned the Committee under the Plan shall be exercised, if at all,
by the Board.

2.5 COMPANY means Xionics Document Technologies, Inc., a corporation
organized under the laws of the State of Delaware.

2.6 EMPLOYMENT AGREEMENT means an agreement, if any, between the Company
and the Optionee, setting forth, INTER ALIA conditions and
restrictions upon transfer of shares of Stock.

2.7 FAIR MARKET VALUE means the value of a share of Stock on any date as
determined by the Committee.

2.8 GRANT DATE means the date as of which an Option is granted, as
determined under Section 7.

3
<PAGE>

2.9 INCENTIVE OPTION means an Option which by its terms is to be treated
as an "incentive stock option" within the meaning of Section 422 of
the Code,

2.10 NONSTATUTORY OPTION means any Option that is not an Incentive
Option.

2.11 OPTION means an option to purchase shares of Stock granted under the
Plan.

2.12 OPTION AGREEMENT means an agreement between the Company and an
Optionee, setting forth the terms and conditions of an Option.

2.13 OPTION PRICE means the price paid by an Optionee for a share of
stock upon exercise of an Option.

2.14 OPTIONEE means a person eligible to receive an Option, as provided
in Section 6, to whom an Option shall have been granted under the
Plan.

2.15 PLAN means this 1996 Stock Option Plan of the Company, as amended
from time to time.

2.16 STOCK means Common Stock, par value $.01 per share, of the Company.

2.17 SHAREHOLDERS AGREEMENT means the agreement between the Company and
certain shareholders, setting forth, INTER ALIA, certain
restrictions upon the transfer of shares of Stock.

2.18 TEN PERCENT OWNER means a person who owns, or is deemed within the
Meaning of Section 422(b)(6) of the Code to own, stock possessing
more than 10% of the total combined voting power of all classes of
stock of the Company (or any Affiliate). Whether a person is Ten
Percent Owner shall be determined with respect to each Option based
on the facts existing immediately prior to the Grant Date of such
Option.

2.19 VESTING YEAR for any portion of any Incentive Option means the
calendar Year in which that portion of the Option first becomes
exercisable.

3. TERM OF THE PLAN

4
<PAGE>

4. STOCK SUBJECT TO THE PLAN

At no time shall the number of shares of Stock then outstanding which are
attributable to the exercise of Options granted under the Plan, plus the number
of shares then issuable upon exercise of outstanding Options granted under the
plan, exceed 950,000 shares, subject, however, to the provisions of Section 17
of the Plan. Shares to be issued upon the exercise of Options granted under the
Plan may be either authorized but unissued shares or shares held by the Company
in its treasury. If any Option expires or terminates for any reason without
having been exercised in full, the shares not purchased thereunder shall again
be available for Options thereafter to be granted.

5. ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the provisions
of the Plans, the Committee shall have complete authority, in its discretion, to
make or to select the manner of making the following determinations with respect
to each Option to be granted by the Company: (a) the employee, director or
consultant to receive the Option; (b) whether the Option (if granted to an
employee) will be an Incentive Option or Nonstatutory Option; (c) the time of
granting the Option; (d) the number of shares subject to the Option; (e) the
Option Price; (f) the Option period; (g) the Option exercise date or dates; and
(h) the effect of termination of employment or other association with the
Company and its affiliates on the subsequent exercisability of the Option. In
making such determinations, the Committee may take into account the nature of
the services rendered by the respective employees, directors, and consultants,
their present and potential contributions to the success of the Company and its
subsidiaries, and such other factors as the Committee in its discretion shall
deem relevant. Subject to the provisions of the Plan (including Section 20), the
Committee shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Option determine the terms and
provisions of the respective Option Agreements (which need not be identical),
and to make all other determinations necessary or advisable for the
administration of the Plan. The Committee's determinations on the matters
referred to in this Section 5 shall be conclusive.

6. ELIGIBILITY

Options may be granted under the Plan to any one or more of the employees
and directors of and consultants to one or more of the Company or an Affiliate.

7. TIME OF GRANTING OPTIONS

5
<PAGE>

8. OPTION PRICE

The Option Price under each Incentive Option shall be not less than 100% of
the Fair Market Value of Stock on the Grant Date, not less than 110% of the Fair
Market Value of Stock on Grant Date if the Optionee is a Ten Percent Owner. The
Option Price under each Nonstatutory Option shall not be so limited solely by
reason of this Section 8.

9. OPTION PERIOD

No Incentive Option may be exercised later than the tenth anniversary of
the Grant Date, or not later than the fifth anniversary of the Grant Date, if
the Optionee is a Ten Percent Owner. The Option period under each Nonstatutory
Option shall not be so limited solely by reason of this Section 9. An Option
may become exercisable in such installments, cumulative or non-cumulative, as
the Committee may determine. In the case of an Option not otherwise immediately
exercisable in full, the Committee may accelerate the exercisability of such
Option in whole or in part at any time, provided the acceleration of the
exercisability of any Incentive Option would not cause the Option to fail to
comply with the provisions of Section 422 of the Code.

10. LIMIT ON INCENTIVE OPTION CHARACTERIZATION

No Incentive Option shall be considered an Incentive Option to the extent
pursuant to its terms it would permit the Optionee to purchase for the first
time in any Vesting Year under that Incentive Option more than number of shares
of Stock calculated by dividing the current limit by the Option Price. The
current limit for any Optionee for any Vesting Year shall be $100,000 minus the
aggregate Fair Market Value at the date of grant of the number of shares of
Stock available for purchase for the first time in the Vesting Year under each
other Incentive Option granted to the Optionee under the Plan after January 1,
1996 and each other incentive stock option granted to the Optionee after
January 1, 1996 under any other incentive stock option plan of the Company and
its Affiliates.

11. EXERCISE OF OPTION

An Option may be exercised by the Optionee giving written notice, in the
manner provided in Section 21 specifying the number of shares with respect to
which the Option is then being exercised. The notice shall be accompanied by
payment in the form of cash, or certified or bank check payable to the order of
the Company in an amount equal to the option price of the shares to be purchased
or, if the Committee had so authorized on the grant of any particular Option
hereunder (and subject to such conditions, if any, as the Committee may deem
necessary to avoid adverse accounting effects to the Company) by delivery of
that number of shares of Stock having a fair market value equal to the option
price of the shares to be purchased. Receipt by the Company of such notice and
payment shall constitute the exercise of the Option. Within 30 days thereafter
but subject to the

6
<PAGE>

remaining provisions of the Plan, the Company shall deliver or cause to be
delivered to the Optionee or his/her agent a certificate or certificates for the
number of shares then being purchased. Such shares shall be fully paid and
nonassessable.

12. RESTRICTIONS ON ISSUE OF SHARES

12.1 Notwithstanding any other provision of the Plan, if, at anytime, in
the reasonable opinion of the Company the issuance of shares of Stock covered by
the exercise of an Option may constitute a violation of law, then the Company
may delay such issuance and delivery of certificate for such shares until
(I) approval shall have been obtained from such governmental agencies, other
than the Securities and Exchange Commission, as may be required under any
applicable law, rule, or regulation, and (ii) in the case where such issuance
would constitute a violation of a law administered by or a regulation of the
Securities and Exchange Commission, one of the following conditions shall have
been satisfied:

(a) the shares with respect to which such Option has been exercised are
at the time of the issue of such shares effectively registered under the
Securities Act of 1933, as amended (the "Securities Act"); or

(b) a no-action letter in form and substance reasonably satisfactory to
the Company with respect to the issuance of such shares shall have been obtained
by the Company from the Securities and Exchange Commission.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

12.2 Each certificate representing shares issued upon the exercise of an
Option will bear restrictive legends which may refer to this Plan and to
applicable restrictions under the Shareholders Agreement and Employment
Agreement,

13. PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION

13.1 Unless the shares to be issued upon exercise of an Option granted
under the Plan have been effectively registered under the Securities Act, the
Company shall be under no obligation to issue any shares covered by any Option
unless the person who exercises such Option, in whole or in part, shall give a
written representation to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may re reasonably rely, that
he or she is acquiring the shares issued pursuant to such exercise of the Option
as an investment and not with a view to, or for sale in connection with, the
distribution of any such shares.

13.2 Each share of Stock issued pursuant to the exercise of an Option
granted pursuant to this Plan may bear a reference to the investment
representation made in

7
<PAGE>

accordance with this Section 13 and to the fact that no registration statement
has been filed with the Securities and Exchange Commission in respect to said
Stock-

13.3 If the Company shall deem it necessary or desirable to register
under the Securities Act or other applicable statutes any shares with respect to
which an Option shall have been granted, or to qualify any such shares for
exemption from the Securities Act or applicable statutes, then the Company shall
take such action at its own expense. The Company may require from each Option
holder, or each holder of shares of Stock acquired pursuant to the Plan, such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors from such holder against all losses, claims, damage and liabilities
arising from such use of the information so furnished and caused by any untrue
statement of any material fact therein or caused by the omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made.

13.4 Whenever shares are to be issued in satisfaction of an Option
granted hereunder, the Company shall have the right to require the Optionee
(a) to execute and deliver and otherwise become a party to the Shareholders
Agreement in respect of such shares, or (b) to grant the Company a right of
first refusal before any sale or other disposition of such shares by the
Optionee on commercially customary terms and conditions.

14. WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO EXPIRATION OF
SPECIFIED HOLDING PERIOD

14.1 Whenever shares are to be issued in satisfaction of an Option
granted hereunder, the Company shall have the right to require the Optionee to
remit to the Company an amount sufficient to satisfy federal, state, local or
other withholding tax requirements if and to the extent required by law (whether
so required to secure for the Company an otherwise available tax deduction or
otherwise) prior to the delivery of any certificate or certificates for such
shares.

14.2 The Company may require as a condition to the issuance of shares
covered by any Incentive Option that the party exercising such option give a
written representation, to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that he
or she will report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code.
If and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, the Company shall have the right to require
that the recipient remit to the Company an amount sufficient to satisfy those
requirements, and the Company may require as a condition to the issuance of
shares

8
<PAGE>

covered by an Incentive Option that the party exercising such option give a
satisfactory written representation promising to make such a remittance.

15. TERMINATION OF ASSOCIATION WITH THE COMPANY

16. TRANSFERABILITY OF OPTIONS

Options shall not be transferable, otherwise than by will or the laws of
descent and distribution, and may be exercised during the life of the Optionee
only by the Optionee.

17. ADJUSTMENT OF NUMBER OF OPTION SHARES

17.1 In the event of any stork dividend payable in Stock or any split-up
or contraction in the number of shares of Stock after the date of the Option
Agreement and prior to the exercise in full of the Option, the number of shares
subject to such Option j Agreement anti price to be paid for each share subject
to the Option shall be proportionately adjusted.

17.2 In the event of any reclassification or change of outstanding shares
of Stock, shares of stock or other securities equivalent in kind and value to
those shares an Optionee would have received if he or she had held the full
number of shares of Stock subject to the Option immediately prior to such
reclassification or change and had continued to hold those shares (together with
all other shares, stock and securities thereafter issued in respect thereof) to
the time of the exercise of the Option shall thereupon be subject to the Option.

17.3 Subject to the remainder of this Section 17.3, in the event of any
consolidation or merger of the Company with or into another company or in case
of any sale or conveyance to another company or entity of the property of the
Company as a whole or substantially as a whole, shares of stock or other
securities equivalent in kind and value to those shares and other securities an
Optionee would have received if he or she had held the full number of shares of
Stock remaining subject to the Option immediately prior such consolidation,
merger, sale or conveyance and had continued to hold those shares (together with
all other shares, stock, and securities thereafter issued in respect thereof) to
the time of the exercise of the Option shall thereupon be subject to the

9
<PAGE>

Option. However, except to the extent any Option Agreement shall provide
different or additional terms, in any such transaction the Committee, in its
discretion, may provide instead that any outstanding Option shall terminate, to
the extent not exercised by the Optionee prior to termination, as of the date of
the transaction, in consideration of the Company's payment to the Optionee of an
amount of cash equal to the difference between the aggregate Fair Market Value
of the shares of Stock for which the Option is then exercisable and the
aggregate exercise price for such shares under the Option.

17.4 Upon dissolution or liquidation of the Company, the Option shall
terminate, but the Optionee (if at the time in the employ of or otherwise
associated with the Company or any of its Affiliates) shall have the right,
immediately prior to such dissolution or liquidation, to exercise the Option to
the extent exercisable on the date of such dissolution or liquidation.

17.5 No fraction of a share shall be purchasable or deliverable upon
exercise, but in the event any adjustment hereunder of the number of shares
covered by the Option shall cause such number to include a fraction of a share,
such number of shares shall be adjusted to the nearest smaller whole number of
shares. In the event of changes in the outstanding Stock by reason of any stock
dividend, split-up, contraction, reclassification, or change of outstanding
shares of Stock of the nature contemplated by this Section 17, the number of
shares of Stock available for the purpose of the Plan as stated in Section 4
shall be correspondingly adjusted.

18. RESERVATION OF STOCK

19. LIMITATION OF RIGHTS IN STOCK;
NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

The Optionee shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the shares of Stock covered by an Option, except
to the extent that the Option shall have been exercised with respect thereto
and, in addition, a certificate shall have been issued therefor and delivered to
the Optionee or his agent. Nothing contained in the Plan or in any Option shall
confer upon any Optionee any right with respect to the continuation of his or
her employment to other association with the Company (or any Affiliate), or
interfere in any way with the right of the Company (or any Affiliate), subject
to the terms of any separate employment of consulting agreement or provision of
law or corporate articles or by-laws to the contrary, at any time to terminate
such employment or consulting agreement or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the grant
of an Option.

10
<PAGE>

20. TERMINATION AND AMENDMENT; NOTICE

The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable. No termination or amendment of the Plan
may, without the consent of the Optionee to whom any Option shall theretofore
have been granted, adversely affect the rights of such Optionee under such
Option.

The Committee shall give prompt notice to any Optionee of any amendment to
the Plan, and the occurrence of any event that would trigger rights with respect
to any Options granted under the Plan, including the occurrence of any
"Disposition" or any "IPO", as those terms are defined in certain option
agreements governing Options.

21. NOTICE AND OTHER COMMUNICATIONS

All notices and other communications required or permitted under the Plan
shall be effective in writing and if delivered or sent by certified or
registered mail, return receipt requested (a) if to the Optionee, at his or her
residence address last filed with the Company, and (b) if to the Company, at 70
Blanchard Road, Burlington, MA 01803, Attention: Chief Executive Officer or to
such other persons or addresses as the Optionee or the Company may specify by
written notice to the other from time to time.

22. GOVERNING LAW

This Plan shall be interpreted and enforced in accordance with the laws of
the Commonwealth of Massachusetts.

<PAGE>

EXHIBIT 99.4

XIONICS DOCUMENT TECHNOLOGIES, INC. 1996 DIRECTOR STOCK OPTION PLAN

<PAGE>

XIONICS DOCUMENT TECHNOLOGIES, INC.

1996 Director Stock Option Plan

1. PURPOSE.

The Xionics Document Technologies,. Inc. 1996 Director Stock Option Plan
(the "Plan") has been. adopted to assist in attracting and retaining
non-employee members of the Corporation's Board of Directors and to foster
alignment of their interests with those of stockholders of the Corporation. This
Plan is intended to satisfy all of the conditions of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.

2. DEFINITIONS.

As used herein, the following words or terms have the meanings set forth
below:

2.1 "Affiliate" means any business entity that is directly or indirectly
controlled by the Corporation or any entity in which the Corporation has a
significant equity interest, as determined by the senior legal officer of the
Corporation.

2.2 "Board of Directors" means the Board of Directors of the Corporation.

2.3 "Common Stock" means the Common Stock, par value $.01 per share, of the
Corporation.

2.4 "Compensation Committee" means the Compensation Committee of the Board
of Directors.

2.5 "Corporation" means Xionics Document Technologies, Inc., a corporation
established under the laws of the State of Delaware.

2.6 "Effective Date" has. the meaning set forth in Section 3.

2.7 "Fair Market Value, in the case of a share of Common Stock on a
particular day, means the closing price of the Common Stock for that day as
reported in the NASDAQ National Market Issues" section of the Eastern Edition
of THE WALL STREET JOURNAL, or if no prices are quoted for that day, for the
last preceding day on which such prices of Common Stock are so quoted. In the
event "NASDAQ National Market Issues" cease to be reported or the Common Stock
to be included therein, the Compensation Committee shall select some other
appropriate method for determining Fair Market Value.

2.8 "Grant Date" means the business day immediately following the
annual meeting of stockholders of the Corporation (or special meeting or written
consent in lieu

<PAGE>
-2-

thereof), commencing with the first annual meeting of stockholders following the
end of the Corporation's 1997 fiscal year.

2.9 "Non-Employee Director" means as of any date a person who on such date
is a director of the Corporation and is not an employee of the Corporation or
any Affiliate. A director of the Corporation who is also an employee of the
Corporation or any Affiliate shall become eligible to participate in the Plan
upon termination of such employment.

2.10 "Option" means a nonstatutory option to purchase Shares granted under
the Plan, pursuant to Article 7.

2.11 "Option Agreement" means an agreement between the Corporation and a
Non-Employee Director, setting forth the terms and conditions of an Option,
substantially in the form of Annex A hereto.

2.12 "Option Price" means the price to be paid by an Option holder upon
exercise of an Option.

2.13 "Optionee" means a person eligible to receive an Option to whom an
Option shall have been granted under the Plan, and any permitted transferee of
such Option pursuant Section 7.4.

2.14 "Shares" means shares of Common Stock.

3. EFFECTIVE DATE.

The Plan shall become effective on July __, 1996 (the "Effective Date") the
date it was adopted by the Board of Directors, provided that the Plan is
approved by the stockholders of the Corporation within one year after that date.
Although Options may be granted before such stockholder approval, no Option may
be exercised until such approval is obtained and any such Options will be null
and void if such approval is not obtained by the anniversary of the Effective
Date.

4. ADMINISTRATION.

4.1 The Plan shall be administered by the Compensation Committee. Subject
to the provisions set forth herein, the Compensation Committee shall have full
authority to construe and interpret the terms of the Plan and to make all
determinations and take all other actions necessary or advisable for the
administration of the Plan. The Compensation Committee may delegate to one or
more employees of the Corporation or any Affiliate the authority to Perform
administrative functions under the Plan.

4.2 Any determinations or actions made or taken by the Compensation
Committee pursuant to this Article shall be binding and final.

<PAGE>
-3-

5. SHARES AVAILABLE FOR OPTIONS; ANTI-DILUTION ADJUSTMENTS.

5.1 The maximum number of Shares that may be issued under the Plan shall be
350,000, subject to adjustment in accordance with the provisions of Section 5,2.
Any Shares subject to an Option which for any reason expires or is terminated
unexercised as to such shares may again be the subject of an Option. Shares
delivered upon exercise of an Option under the Plan may consist in whole or in
part of authorized but unissued Shares or treasury Shares.

5.2 Pro rata adjustment shall be made in the maximum number of Shares
subject to the Plan and to the number of Shares thereafter included in each
Option grant to give effect to any stock dividends, stock splits, stock
combinations, recapitalizations and other similar changes in the capital
structure of the Corporation. Pro rata adjustments shall be made in the number,
kind and price of Shares covered by any outstanding Option hereunder to give
effect to any stock dividends, stock splits, stock combinations,
recapitalizations and similar changes in the capital structure of the
Corporation, or a merger, dissolution or reorganization of the Corporation,
after the date the Option is granted, so that the Optionee is treated in a
manner equivalent to that of holders of the underlying Common Stock.

6. ELIGIBILITY.

Options shall be granted only to Non-Employee Directors,. as provided in
Article 7.

7. OPTION GRANTS.

7.1 ANNUAL GRANTS. On each Grant Date, each person who is then a
Non-Employee Director shall receive an Option to purchase such number of Shares
as is determined by the Compensation Committee.

7.2 OPTION PRICE, EXERCISABILITY AND TERM. The Option Price for each Option
shall be the Fair Market Value on the Grant Date. Each Option shall become
exercisable in full on the first anniversary of the Grant Date, PROVIDED,
HOWEVER, that in the event any Optionee ceases to be a director of the
Corporation after the Grant Date of an Option and before such anniversary, by
reason of death or for any other reason except the resignation of that director
prior to the normal expiration of his or her term (a "Resignation"), such
exercisability shall be accelerated so that such Option shall become exercisable
in full as of the date of such cessation. No Option shall be exercisable later
than ten years after the Grant Date. Each Optionee shall enter into an agreement
with the Corporation with respect thereto substantially in the form of the
Option Agreement.

7.3 TERMINATION OF OPTIONS. Any Option shall terminate and may no longer be
exercised on the tenth anniversary of its Grant Date, or prior thereto (i) in
the event of the Optionee's Resignation before the first anniversary of the
Grant Date, or (ii) if the Optionee dies before such tenth anniversary, in
accordance with the following sentence. If the Optionee dies at a time when he
or she might have exercised an Option, then his or her

<PAGE>
-4-

estate, personal representative or beneficiary to whom it has been transferred
pursuant to Section 7.4 may at any time prior to the tenth anniversary of its
Grant Date and within a period of one year after the Optionee's death, but not
thereafter, exercise the Option to the extent the Optionee might have exercised
it at the time of death.

7.4 RESTRICTIONS ON TRANSFERABILITY. Options shall be transferable by the
Optionee by will or the laws of descent and distribution. Otherwise, Options
shall be transferable only if such transfer is permitted by the Compensation
Committee in its discretion. The foregoing restriction shall not, however,
preclude the Optionee from effecting "cashless" exercise of an Option, in
accordance with and as described in Section 7.5(ii).

7.5 NOTICE OF EXERCISE AND PAYMENT.

(i) An exercisable Option may be exercised in whole or in
part. An Option shall be exercisable only by delivery of a written
notice to the Corporation's Treasurer or Secretary, specifying the
number of Shares for which it is exercised. If the Shares are not at
that time effectively registered under the Securities Act of, 1933, as
amended, the Optionee shall include with such notice a letter, in form
and substance satisfactory to the Corporation, confirming that the
Shares are being Purchased for the Optionee's own account for
investment and not with a view to distribution. Payment shall be made
in full at the time the Option is exercised, by cash or check, except
as otherwise permitted by Section 7.5(ii) below.

(ii) In lieu of payment by cash or check accompanying the
written notice of exercise as described in Section 7.5(i), an Optionee
may, unless prohibited by applicable law, elect to effect payment by
including with the written notice referred to in Section 7.5(i)
irrevocable instructions to deliver for sale to a registered securities
broker acceptable to the Corporation a number of the Shares subject to
the Option being exercised sufficient, after brokerage commissions, to
cover the aggregate exercise price of such Option and, if the Optionee
further elects, the Optionee's withholding obligations with respect to
such exercise referred to in Section 7.7, together with irrevocable
instructions to such broker to sell such Shares and to remit directly
to the Corporation such aggregate exercise price and, if the Optionee
has so elected, the amount of such withholding obligation. The
Corporation shall not be required to deliver to such securities broker
any stock certificate for such Shares until it has received from the
broker such exercise price and, if the Optionee has so elected, such
withholding obligation amount.

7.6 NO RIGHTS AS SHAREHOLDER. No Optionee shall have any rights as a
shareholder or any claim to dividends paid with respect to any Shares to which
the Option relates until the date such Shares are issued to him or her.

7.7 WITHHOLDING TAXES. The Corporation's obligation to deliver Shares upon
exercise of an Option shall be subject to the Optionee's satisfaction of all
applicable federal,

<PAGE>
-5-

state and local income and employment tax withholding obligations. Th Optionee
shall satisfy such obligations by making a payment of the requisite amount in
cash or by check, unless the Optionee has elected to effect such payment through
a "cashless" exercise in ,accordance with Section 7.5(ii).

8. DURATION.

This Plan shall terminate (i) ten years from the Effective Date, (ii) on
September 30, 1996, if the Corporation has not consummated its initial public
offering of Common Stock prior to such time, or (iii) pursuant to Section 9.2,
and no Options shall be granted thereafter.

9. GENERAL PROVISIONS.

9.1 NO RIGHT TO SERVICE. Participating in the Plan does not constitute a
guarantee or contract of service as a director.

9.2 AMENDMENT AND TERMINATION. The Board of Directors may amend, suspend or
terminate the Plan or any portion thereof at any time; PROVIDED, HOWEVER, that
no such amendment, suspension or termination shall adversely affect or impair
any then outstanding Option without the consent of the Optionee.

9.3 REGISTRATION OF SHARES. Nothing in the Plan shall be . construed to
require the Corporation to register under the Securities Act of 1933, as
amended, any Options or Shares subject to Options.

9.4 GOVERNING LAW. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.

<PAGE>

ANNEX A

XIONICS DOCUMENT TECHNOLOGIES, INC.

NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

UNDER THE XIONICS DOCUMENT TECHNOLOGIES, INC. 1996 DIRECTOR STOCK OPTION PLAN

Xionics Document Technologies, Inc. (the "Company") hereby grants,
effective [_________] (the "Grant Date"), to [__________] (the "Optionee") an
option (the "Director Option") to purchase a maximum of shares of its Common
Stock, $.01 par value per share (the "Common Stock"), at a price of $[_____] per
share, subject to the following.

1. RELATIONSHIP TO PLAN. This Director Option is granted pursuant to
Section 7 of the Company's 1996 Director Stock Option Plan (the "Plan"), and is
in all respects subject to the terms, conditions and definitions of the Plan,
which shall be administered by the Compensation Committee of the Company's Board
of Directors (the "Compensation Committee") pursuant to the terms of the Plan.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to such terms in the Plan. The Optionee hereby accepts this
Director Option subject to all the terms and provisions of the Plan (including,
without limitation, provisions relating to expiration of this Director Option
and adjustment of the number of shares subject to this Director Option and the
exercise price therefor). The Optionee further agrees that all decisions under
and interpretations of the Plan by the Compensation Committee shall be final,
binding and conclusive upon the Optionee and his heirs.

2. VESTING AND TERM. This Director Option shall become exercisable in full
on the one-year anniversary of the Grant Date. This Director Option will remain
exercisable until the tenth (10th) anniversary of the Grant Date, unless the
Director Option has earlier terminated in accordance with the provisions of the
Plan.

3. METHODS OF EXERCISE. This Director Option shall be exercisable by a
written notice in the form described under Section 7.5 of the Plan. The notice
shall be accompanied either by cash, personal check equal to the option price or
instructions as to payment in shares of Common Stock pursuant to Section 7.5(ii)
of the Plan.

4. ADJUSTMENT OF NUMBER OF SHARES. In the event of any stock dividend
payable in Common Stock or any split-up or contraction in the number of shares
of Common Stock occurring after the date of this Agreement and prior to the
exercise in full of this Director Option, the number of shares for which this
Director Option may thereafter be exercised shall be proportionately adjusted.
In case of any reclassification or change of outstanding shares of Common Stock,
shares of stock or other securities equivalent in kind and value to those shares
which a holder would have received if he or she had held the full

<PAGE>

EXHIBIT 99.5

FORM OF XIONICS DOCUMENT TECHNOLOGIES, INC. STOCK OPTION AGREEMENT

<PAGE>

XIONICS DOCUMENT TECHNOLOGIES, INC.

STOCK OPTION AGREEMENT

(TIME VESTED)

AGREEMENT dated this Enter Day in Numeric (Example: First) day of Enter
Month 199Enter Last Number of Year (9 = 1999) between Xionics Document
Technologies, Inc., a corporation organized under the laws of the State of
Delaware (the "Company"), and the individual identified below, residing at the
address there set out (the "Optionee")

1. GRANT OF OPTION. Pursuant to the Company's 199Enter Last Number of
Option Plan Year (3,5 or 6) Stock Option Plan as attached hereto as EXHIBIT A
(the "Plan"), the Company grants to the Optionee an option (the "Option) to
purchase from the Company all or any part of a total of Enter Number of Options
(1,000) shares (the "Optioned Shares") of the Company's Common Stock, par value
$.01 per share (the "Stock"), at a price of Enter Price in words (Six) Dollars
and Enter Cents in Words (Seventy Five and Three Quarter) Cents ($Enter Price
(6.7575)) per share. This Option is granted as of the date hereof.

2. CHARACTER OF OPTION. This Option is intended to be treated as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, amended.

3. DURATION OF OPTION. This Option shall expire on the tenth anniversary of
the date of this Agreement.

4. EXERCISE OF OPTION. Optioned Shares shall become available for purchase
under this Option in sixteen (16) equal installments of Enter Number of Options
Per Quarter Vesting (# of Options divided by 16) Optioned Shares each, one such
installment available from and after the first day of each of the sixteen (16)
consecutive calendar quarters beginning subsequent to the date of this
Agreement.

Until its expiration, exercise of this Option at any time may be for any number
of Optioned Shares then available for purchase under this Option and shall be
effected in the manner specified in Section 11 of the Plan.

5. TRANSFER OF OPTION. This Option may not be transferred except by will or
the laws of descent and distribution, and during the lifetime of the Optionee,
may be exercised only by the Optionee.

6. INCORPORATION OF PLAN TERMS. This Option is granted subject to all of
the applicable terms and provisions of the Plan, including but not limited to
the limitations on the Company's obligation to deliver Optioned Shares upon
exercise set forth in Section

<PAGE>

12 (RESTRICTIONS ON ISSUES OF SHARES), Section 13 (PURCHASE FOR INVESTMENT;
SUBSEQUENT REGISTRATION), and Section 14 (WITHHOLDING NOTICE OF DISPOSITION OF
STOCK PRIOR TO EXPIRATION OF SPECIFIED HOLDING PERIOD)

7. MISCELLANEOUS. This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts and shall be
binding upon and inure to the benefit of any successor or assign of the
Company and any executor, administrator, trustee, guardian, or other legal
representative of the Optionee.

IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date first above written.

XIONICS DOCUMENT TECHNOLOGIES, INC. OPTIONEE

By:
-------------------------------- -------------------------------
Peter J. Simone Enter Full Name
President and CEO

Option Number: 00000Enter Last Three Digits of Option Number from Share Data.

<PAGE>

EXHIBIT 99.6

OAK TECHNOLOGY, INC.

STOCK OPTION ASSUMPTION AGREEMENT
XIONICS DOCUMENT TECHNOLOGIES, INC.

OPTIONEE: < < FirstName > > < < LastName > >

STOCK OPTION ASSUMPTION AGREEMENT effective as of the _____
day of January, 2000 by Oak Technology, Inc., a Delaware corporation ("Oak").

WHEREAS, the undersigned individual ("Optionee") holds one or
more outstanding options to purchase shares of the common stock of Xionics
Document Technologies, Inc., a Delaware corporation ("Xionics"), which were
granted to Optionee under the Xionics ____ Stock Option Plan (the "Plan") and
are each evidenced by a Stock Option Agreement (the "Option Agreement").

WHEREAS, Xionics has been acquired by Oak through the merger
of Xionics with and into Vermont Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Oak (the "Merger"), pursuant to the Agreement and
Plan of Reorganization, dated July 29, 1999, by and among Oak, Vermont
Acquisition Corp. and Xionics (the "Merger Agreement").

WHEREAS, the provisions of the Merger Agreement require Oak to
assume all obligations of Xionics under all outstanding options under the Plan
at the consummation of the Merger and to issue to the holder of each outstanding
option an agreement evidencing the assumption of such option.

WHEREAS, pursuant to the provisions of the Merger Agreement,
the share equivalent exchange ratio (the "Exchange Ratio") in effect for the
options to be assumed in the Merger is 1.5748 shares of Oak common stock, par
value $0.001 per share ("Oak Stock"), for each outstanding share of Xionics
common stock ("Xionics Stock").

WHEREAS, this Agreement became effective immediately upon the
consummation of the Merger (the "Effective Time") in order to reflect certain
adjustments to Optionee's outstanding options that have become necessary by
reason of the assumption of those options by Oak in connection with the Merger.

NOW, THEREFORE, it is hereby agreed as follows:

1. The number of shares of Xionics Stock subject to the
options held by Optionee immediately prior to the Effective Time (the "Xionics
Options") and the exercise price payable per share are set forth below. Oak
hereby assumes, as of the Effective Time, all the duties and obligations of
Xionics under each of the Xionics Options. In connection with such

<PAGE>

assumption, the number of shares of Oak Stock purchasable under each Xionics
Option hereby assumed and the exercise price payable thereunder have been
adjusted to reflect the Exchange Ratio. Accordingly, the number of shares of Oak
Stock subject to each Xionics Option hereby assumed shall be as specified for
that option below, and the adjusted exercise price payable per share of Oak
Stock under the assumed Xionics Option shall also be as indicated for that
option below.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
XIONICS OPTIONS
- ----------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
PRE-MERGER AS ASSUMED BY OAK
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------ ----------------------------- ------------------------- -------------------------------
<S> <C> <C> <C>
- ------------------------------ ----------------------------- ------------------------- -------------------------------
- ------------------------------ ----------------------------- ------------------------- -------------------------------
# of Shares of Xionics Stock Exercise Price # of Shares Adjusted Exercise
per Share of Oak Stock Price per Share
- ------------------------------ ----------------------------- ------------------------- -------------------------------
- ------------------------------ ----------------------------- ------------------------- -------------------------------
Xionics Shares Xionics Price Oak Shares Oak Price
- ------------------------------ ----------------------------- ------------------------- -------------------------------
</TABLE>

2. The intent of the foregoing adjustments to each assumed
Xionics Option is to assure that the spread between the aggregate fair market
value of the shares of Oak Stock purchasable under each such option and the
aggregate exercise price as adjusted pursuant to this Agreement will,
immediately after the consummation of the Merger, be not less than the spread
which existed, immediately prior to the Merger, between the then aggregate fair
market value of the Xionics Stock subject to the Xionics Option and the
aggregate exercise price in effect at such time under the Option Agreement. Such
adjustments are also intended to preserve, immediately after the Merger, on a
per share basis, the same ratio of exercise price per option share to fair
market value per share which existed under the Xionics Option immediately prior
to the Merger.

3. The following provisions shall govern each Xionics Option
hereby assumed by Oak:

a. Unless the context otherwise requires, all references in
each Option Agreement and in the Plan (i) to the "Company" shall mean
Oak, (ii) to "Shares," "Stock" or "Common Stock" shall mean shares of
Oak Stock, (iii) to the "Board" shall mean the Board of Directors of
Oak and (iv) to the "Committee" shall mean the Compensation Committee
of the Board of Directors of Oak.

b. The grant date and the expiration date of each assumed
Xionics Option and all other provisions that govern either the exercise
or the termination of the assumed Xionics Option shall remain the same
as set forth in the Plan and the Option Agreement applicable to that
option, and the provisions of the Plan and the Option Agreement shall
accordingly govern and control Optionee's rights to purchase Oak Stock
under the assumed Xionics Option.

c. Pursuant to the terms of the Option Agreement, none of your
Xionics Options as assumed by Oak in connection with the transaction
vested or became exercisable on an accelerated basis upon the
consummation of the Merger. Accordingly, each such assumed Xionics
Option shall continue to vest for any remaining unvested shares of Oak
Stock subject to that option in accordance with the same installment
vesting schedule in effect under the applicable Option Agreement
immediately prior to

2
<PAGE>

the Effective Time; provided, however, that the number of shares
subject to each such installment shall be adjusted to reflect the
Exchange Ratio.

d. For purposes of applying any and all provisions of the
Option Agreement relating to Optionee's status as an employee,
director, consultant, or advisor providing service to Xionics,
Optionee, shall be deemed to continue in such status for so long as
Optionee renders service as an employee, director, consultant, or
advisor, respectively, to Oak or a subsidiary. Accordingly, the
provisions of the Option Agreement governing the termination of the
assumed Xionics Options upon Optionee's cessation of service with
Xionics shall hereafter be applied on the basis of Optionee's cessation
of such service with respect to Oak or a subsidiary, and each assumed
Xionics Option shall accordingly terminate, within the designated time
period in effect under the Option Agreement for that option, following
such cessation of such service for Oak or a subsidiary.

e. The adjusted exercise price payable for the Oak Stock
subject to each assumed Xionics Option shall be payable in any of the
forms authorized under the Option Agreement applicable to that option.
For purposes of determining the holding period of any shares of Oak
Stock delivered in payment of such adjusted exercise price, the period
for which such shares were held as Xionics Stock prior to the Merger
shall be taken into account.

f. In order to exercise each assumed Xionics Option, Optionee
must deliver to Oak a written notice of exercise in which the number of
shares of Oak Stock to be purchased thereunder must be indicated. The
exercise notice must be accompanied by payment of the adjusted exercise
price payable for the purchased shares of Oak Stock and should be
delivered to Oak at the following address:

Oak Technology, Inc.
139 Kifer Court
Sunnyvale, California 94086
Attention: Option Plan Administrator

4. Except to the extent specifically modified by this Option
Assumption Agreement, all of the terms and conditions of each Option
Agreement as in effect immediately prior to the Merger shall continue
in full force and effect and shall not in any way be amended, revised
or otherwise affected by this Stock Option Assumption Agreement.

3
<PAGE>

IN WITNESS WHEREOF, Oak Technology, Inc. has caused this Stock Option
Assumption Agreement to be executed on its behalf by its duly authorized officer
effective as of the ______ day of January, 2000.

OAK TECHNOLOGY, INC.

By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------

ACKNOWLEDGMENT

The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Xionics Options hereby assumed by Oak are as set
forth in the Option Agreement, the Plan, as applicable, and such Stock Option
Assumption Agreement.

--------------------------------------------
< < FIRSTNAME > > < < LASTNAME > >, Optionee

DATED: __________________, 2000