
                                ACTEL CORPORATION

                         MANAGEMENT CONTINUITY AGREEMENT



         This Management Continuity Agreement (the "Agreement") is made and
entered into by and between _____________________ (the "Employee") and Actel
Corporation, a California corporation (the "Company"), effective as of
_________________, _______ (the "Effective Date").

                                 R E C I T A L S

     A.   It is expected  that the Company  from time to time will  consider the
          possibility of an acquisition by or of another company or other change
          of  control.  The Board of  Directors  of the  Company  (the  "Board")
          recognizes  that  such  consideration  can  be a  distraction  to  the
          Employee and can cause the Employee to consider alternative employment
          opportunities.  The  Board  has  determined  that  it is in  the  best
          interests  of the  Company  and its  shareholders  to assure  that the
          Company will have the  continued  dedication  and  objectivity  of the
          Employee,  notwithstanding the possibility,  threat or occurrence of a
          Change of Control (as defined below) of the Company.

     B.   The Board believes that it is in the best interests of the Company and
          its shareholders to provide the Employee with an incentive to continue
          employment  and to motivate  the Employee to maximize the value of the
          Company upon a Change of Control for the benefit of its shareholders.

     C.   The Board  believes that it is imperative to provide the Employee with
          certain severance  benefits upon Employee's  termination of employment
          following a Change of Control that provides the Employee with enhanced
          financial  security and provides  incentive and  encouragement  to the
          Employee to remain with the Company notwithstanding the possibility or
          occurrence of a Change of Control.

     D.   Certain capitalized terms used in the Agreement are defined in Section
          4 below.

         The parties hereto agree as follows:

     1.   Term of Agreement.  This Agreement  shall terminate upon the date that
          all  obligations  of the parties hereto with respect to this Agreement
          have been satisfied.

     2.   At-Will Employment.  The Company and the Employee acknowledge that the
          Employee's  employment is and shall continue to be at-will, as defined
          under applicable law. If the Employee's  employment terminates for any
          reason,  including  (without  limitation) any  termination  prior to a
          Change of Control, the Employee shall not be entitled to any payments,
          benefits,  damages,  awards, or compensation other than as provided by
          this Agreement or as may otherwise be available in accordance with the
          Company's  established  employee  plans and  practices  or pursuant to
          other agreements with the Company.

     3.   Severance Benefits

          (a)  Termination   Following  A  Change  of  Control.   If  Employee's
               employment  with  the  Company  terminates  as  a  result  of  an
               Involuntary  Termination other than for Cause, or such Employee's
               employment is terminated due to the death of the Employee, at any
               time following a Change of Control when Employee's  options under
               the  Company's  stock  option plans that were not fully vested on
               the date of the Change of Control (the  "Unvested  Options") have
               not yet fully vested (the "Protection Period"),  then, subject to
               Section 4, one hundred  percent  (100%) of the  Unvested  Options
               held by the  Employee  shall  automatically  and  immediately  be
               accelerated  in full so as to become  completely  vested  and the
               Employee may exercise any option under the Company's stock option
               plans that was not fully  exercised  on the date of the Change of
               Control at any time  within  twelve  (12)  months  following  the
               Termination  Date (but in no event later than the  expiration  of
               the term of the option).

          (b)  Voluntary  Resignation;  Termination For Cause. If the Employee's
               employment  terminates  by  reason  of the  Employee's  voluntary
               resignation  (and is not an Involuntary  Termination),  or if the
               Employee is terminated for Cause,  then the Employee shall not be
               entitled to receive  severance or other benefits except for those
               (if any) as may then be  established  under  the  Company's  then
               existing  severance and benefits  plans and practices or pursuant
               to other agreements with the Company.

          (c)  Disability.  If the Company terminates the Employee's  employment
               as a result of the Employee's Disability, then the Employee shall
               not be entitled to receive severance or other benefits except for
               those (if any) as may then be  established  under  the  Company's
               then  existing  severance  and  benefits  plans and  practices or
               pursuant to other agreements with the Company.

          (d)  Termination  Apart  from  Change  of  Control.  In the  event the
               Employee's  employment is terminated for any reason, either prior
               to the  occurrence of a Change of Control or after the Protection
               Period,  then the Employee shall be entitled to receive severance
               and any other benefits only as may then be established  under the
               Company's  existing severance and benefits plans and practices or
               pursuant to other agreements with the Company.

          4.   Attorney  Fees,  Costs and Expenses.  The Company shall  promptly
               reimburse  Employee,  on a  monthly  basis,  for  the  reasonable
               attorney  fees,  costs and  expenses  incurred by the Employee in
               connection  with any action  brought by  Employee  to enforce his
               rights hereunder, regardless of the outcome of the action.

          5.   Limitation on Payments.  In the event that the severance benefits
               provided  for in  this  Agreement  or  otherwise  payable  to the
               Employee (i) constitute  "parachute  payments" within the meaning
               of Section 280G of the Internal  Revenue Code of 1986, as amended
               (the "Code") and (ii) but for this Section 5, would be subject to
               the excise tax  imposed  by  Section  4999 of the Code,  then the
               Employee's severance benefits under Section 3(a) shall be either

               (a)  delivered in full, or

               (b)  delivered as to such lesser  extent which would result in no
                    portion of such  severance  benefits being subject to excise
                    tax under Section 4999 of the Code,

               whichever  of the  foregoing  amounts,  taking  into  account the
               applicable federal,  state, and local income taxes and the excise
               tax  imposed  by  Section  4999,  results  in the  receipt by the
               Employee  on an  after-tax  basis,  of  the  greatest  amount  of
               severance benefits,  notwithstanding  that all or some portion of
               such severance  benefits may be taxable under Section 4999 of the
               Code.  Unless the Company  and the  Employee  otherwise  agree in
               writing, any determination required under this Section 5 shall be
               made in writing by the Company's  independent  public accountants
               immediately prior to Change of Control (the "Accountants"), whose
               determination  shall be conclusive  and binding upon the Employee
               and the  Company  for all  purposes.  For  purposes of making the
               calculations required by this Section 5, the Accountants may make
               reasonable  assumptions and approximations  concerning applicable
               taxes  and may rely on  reasonable,  good  faith  interpretations
               concerning the application of Sections 280G and 4999 of the Code.
               The Company and the  Employee  shall  furnish to the  Accountants
               such  information and documents as the Accountants may reasonably
               request in order to make a determination under this Section.  The
               Company shall bear all costs the Accountants may reasonably incur
               in connection with any calculations  contemplated by this Section
               5.

          6.   Definition  of Terms.  The  following  terms  referred to in this
               Agreement shall have the following meanings:

               (a)  Cause. "Cause" shall mean (i) any act of personal dishonesty
                    taken   by   the   Employee   in    connection    with   his
                    responsibilities  as an employee  and  intended to result in
                    substantial  personal  enrichment of the Employee,  (ii) the
                    conviction of a felony,  (iii) a willful act by the Employee
                    which constitutes gross misconduct and which is injurious to
                    the Company,  and (iv) following delivery to the Employee of
                    a written  demand for  performance  from the  Company  which
                    describes  the  basis  for the  Company's  belief  that  the
                    Employee  has  not   substantially   performed  his  duties,
                    continued  violations  by the  Employee  of  the  Employee's
                    obligations  to the Company which are  demonstrably  willful
                    and deliberate on the Employee's part.

               (b)  Change of Control.  "Change of Control" means the occurrence
                    of any of the following  events after the Effective Date:

                    (i)  Any  "person"  (as such term is used in Sections  13(d)
                         and 14(d) of the  Securities  Exchange Act of 1934,  as
                         amended)  is or  becomes  the  "beneficial  owner"  (as
                         defined in Rule 13d-3  under  said  Act),  directly  or
                         indirectly,  of securities of the Company  representing
                         50% or more of the total  voting power  represented  by
                         the Company's then outstanding voting securities; or

                    (ii) A change  in the  composition  of the  Board  occurring
                         within a two-year  period,  as a result of which  fewer
                         than  a  majority  of  the   directors   are  Incumbent
                         Directors.  "Incumbent  Directors" shall mean directors
                         who either (A) are  directors  of the Company as of the
                         date  hereof,  or (B) are  elected,  or  nominated  for
                         election, to the Board with the affirmative votes of at
                         least a majority of the Incumbent Directors at the time
                         of such election or  nomination  (but shall not include
                         an  individual  whose  election  or  nomination  is  in
                         connection  with an actual or threatened  proxy contest
                         relating to the election of directors to the Company);

                    (iii)The  shareholders  of the  Company  approve a merger or
                         consolidation   of   the   Company   with   any   other
                         corporation; or

                    (iv) The  shareholders  of the  Company  approve  a plan  of
                         complete liquidation of the Company or an agreement for
                         the  sale  or  disposition  by  the  Company  of all or
                         substantially all the Company's assets.

               (c)  Disability.  "Disability"  shall mean that the  Employee has
                    been unable to perform  his Company  duties as the result of
                    his incapacity due to physical or mental  illness,  and such
                    inability,  at least 26 weeks  after  its  commencement,  is
                    determined to be total and permanent by a physician selected
                    by  the  Company  or  its  insurers  and  acceptable  to the
                    Employee  or  the  Employee's  legal   representative  (such
                    Agreement  as  to  acceptability   not  to  be  unreasonably
                    withheld). Termination resulting from Disability may only be
                    effected  after  at least 30  days'  written  notice  by the
                    Company  of  its  intention  to  terminate  the   Employee's
                    employment.  In the  event  that the  Employee  resumes  the
                    performance  of  substantially  all of his duties  hereunder
                    before the termination of his employment  becomes effective,
                    the notice of intent to  terminate  shall  automatically  be
                    deemed to have been revoked.

               (d)  Involuntary  Termination.  "Involuntary  Termination"  shall
                    mean (i) without the Employee's  express written consent,  a
                    significant reduction in the Employee's duties, authority or
                    responsibilities,   relative  to  the   Employee's   duties,
                    authority,  or  responsibilities  as in  effect  immediately
                    prior to such  reduction,  or the  assignment to Employee of
                    such reduced duties,  authority,  or responsibilities;  (ii)
                    without  the   Employee's   express   written   consent,   a
                    substantial reduction, without good business reasons, in the
                    facilities  and  perquisites  (including  office  space  and
                    location)  available  to the Employee  immediately  prior to
                    such reduction; (iii) a reduction by the Company in the base
                    salary of the  Employee  as in effect  immediately  prior to
                    such reduction;  (iv) a material reduction by the Company in
                    the kind or level of employee  benefits,  including bonuses,
                    to which the Employee was entitled immediately prior to such
                    reduction  with  the  result  that  the  Employee's  overall
                    benefits   package  is   significantly   reduced;   (v)  the
                    relocation  of the Employee to a facility or a location more
                    than  thirty  (30) miles from the  Employee's  then  present
                    location,  without the Employee's  express written  consent;
                    (vi)  any  purported  termination  of  the  Employee  by the
                    Company  which is not effected for  Disability or for Cause,
                    or any purported  termination  for which the grounds  relied
                    upon are not  valid;  (vii) the  failure  of the  Company to
                    obtain the  assumption of this  agreement by any  successors
                    contemplated in Section 7(a) below; or (viii) any act or set
                    of facts or circumstances which would, under California case
                    law or statute, constitute a constructive termination of the
                    Employee.

               (e)  Termination Date.  "Termination Date" shall mean (i) if this
                    Agreement  is  terminated  by the  Company  for  Disability,
                    thirty (30) days after notice of termination is given to the
                    Employee (provided that the Employee shall not have returned
                    to the  performance of the Employee's  duties on a full-time
                    basis  during  such  thirty  (30)-day  period),  (ii) if the
                    Employee's  employment  is terminated by the Company for any
                    other reason,  the date on which a notice of  termination is
                    given,  provided  that if within  thirty (30) days after the
                    Company  gives  the  Employee  notice  of  termination,  the
                    Employee   notifies  the  Company  that  a  dispute   exists
                    concerning  the  termination or the benefits due pursuant to
                    this Agreement,  then the Termination Date shall be the date
                    on which  such  dispute  is  finally  determined,  either by
                    mutual  written  agreement  of the  parties,  or a by  final
                    judgment,   order,   or  decree  of  a  court  of  competent
                    jurisdiction  (the time for appeal  therefrom having expired
                    and no  appeal  having  been  perfected),  or  (iii)  if the
                    Agreement is terminated  by the Employee,  the date on which
                    the  Employee  delivers  the  notice of  termination  to the
                    Company.

          7.   Successors

               (a)  Company's Successors.  Any successor to the Company (whether
                    direct  or  indirect  and  whether  by   purchase,   merger,
                    consolidation,   liquidation,   or   otherwise)  to  all  or
                    substantially  all of the Company's  business  and/or assets
                    shall assume the obligations  under this Agreement and agree
                    expressly to perform the obligations under this Agreement in
                    the same manner and to the same extent as the Company  would
                    be required to perform such  obligations in the absence of a
                    succession.  For all purposes under this Agreement, the term
                    "Company"  shall  include  any  successor  to the  Company's
                    business  and/or  assets  which  executes  and  delivers the
                    assumption agreement described in this Section 7(a) or which
                    becomes bound by the terms of this Agreement by operation of
                    law.

               (b)  Employee's  Successors.  The terms of this Agreement and all
                    rights of the Employee  hereunder shall inure to the benefit
                    of, and be enforceable by, the Employee's  personal or legal
                    representatives,   executors,  administrators,   successors,
                    heirs, distributees, devisees, and legatees.

          8.   Notice

               (a)  General.  Notices and all other communications  contemplated
                    by this Agreement shall be in writing and shall be deemed to
                    have been  duly  given  when  personally  delivered  or when
                    mailed by U.S.  registered or certified mail, return receipt
                    requested and postage prepaid.  In the case of the Employee,
                    mailed notices shall be addressed to him at the home address
                    which  he  most  recently  communicated  to the  Company  in
                    writing. In the case of the Company, mailed notices shall be
                    addressed  to its  corporate  headquarters,  and all notices
                    shall be directed to the attention of its Secretary.

               (b)  Notice of  Termination.  Any  termination by the Company for
                    Cause  or  by  the  Employee  as a  result  of  a  voluntary
                    resignation   or  an   Involuntary   Termination   shall  be
                    communicated  by a notice of  termination to the other party
                    hereto  given  in  accordance  with  Section  8(a)  of  this
                    Agreement.   Such  notice   shall   indicate   the  specific
                    termination  provision in this Agreement  relied upon, shall
                    set forth in reasonable  detail the facts and  circumstances
                    claimed  to  provide  a  basis  for  termination  under  the
                    provision so indicated,  and shall  specify the  termination
                    date (which  shall be not more than 30 days after the giving
                    of such  notice).  The failure by the Employee to include in
                    the notice any fact or circumstance  which  contributes to a
                    showing of Involuntary Termination shall not waive any right
                    of the Employee  hereunder  or preclude  the  Employee  from
                    asserting such fact or  circumstance in enforcing his rights
                    hereunder.

          9.   Miscellaneous Provisions

               (a)  No Duty to Mitigate.  The Employee  shall not be required to
                    mitigate  the  amount of any  benefit  contemplated  by this
                    Agreement,  nor shall any such  benefit  be  reduced  by any
                    earnings  that the  Employee  may  receive  from  any  other
                    source.

               (b)  Waiver.  No provision of this  Agreement  shall be modified,
                    waived, or discharged  unless the  modification,  waiver, or
                    discharge is agreed to in writing and signed by the Employee
                    and by an authorized  officer of the Company (other than the
                    Employee). No waiver by either party of any breach of, or of
                    compliance   with,   any  condition  or  provision  of  this
                    Agreement by the other party shall be considered a waiver of
                    any other condition or provision or of the same condition or
                    provision at another time.

               (c)  Whole   Agreement.   No  agreements,   representations,   or
                    understandings  (whether oral or written and whether express
                    or  implied)  which  are not  expressly  set  forth  in this
                    Agreement  have been made or  entered  into by either  party
                    with respect to the subject  matter  hereof.  This Agreement
                    shall  take  precedence  over any other  documents  that may
                    conflict with this Agreement.

               (d)  Choice of Law. The validity,  interpretation,  construction,
                    and  performance of this Agreement  shall be governed by the
                    laws of the State of California.

               (e)  Severability.  The  invalidity  or  unenforceability  of any
                    provision or provisions of this  Agreement  shall not affect
                    the  validity  or  enforceability  of  any  other  provision
                    hereof, which shall remain in full force and effect.

               (f)  Counterparts.    This   Agreement   may   be   executed   in
                    counterparts, each of which shall be deemed an original, but
                    all of  which  together  will  constitute  one and the  same
                    instrument.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the Effective Date.



        ACTEL CORPORATION                                  EMPLOYEE





By:
   -----------------------------------       -----------------------------------
            John C. East                                  (Signature)
   President & Chief Executive Officer

