0000907687-01-500034 Sample Contracts

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FORM OF
Actel Corp • June 1st, 2001 • Semiconductors & related devices

In exchange for your agreement to cancel one or more stock options ("Old Option(s)") you received from Actel Corporation ("Actel"), Actel hereby promises to grant you a stock option or options, as applicable, covering the number of shares of Actel's common stock specified above (the "New Option(s)"). We currently expect to grant the New Options on December 31, 2001. The exercise price of each New Option will be the closing price of Actel's common stock as listed on the Nasdaq National Market on the date of grant. Each New Option will vest according to the same vesting schedule as the Old Option it replaces, subject to your continued employment with Actel on a full-time basis or your being on a bona fide leave of absence (as described below). Each New Option will otherwise be subject to the standard terms and conditions under Actel's 1986 Incentive Stock Option Plan or 1995 Employee and Consultant Plan, as applicable (the "Plan"), and the applicable form of stock option agreement.

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