

                                ACTEL CORPORATION

                             STOCK OPTION AGREEMENT

                                  June 1, 2001



        1.     Grant of Option. Actel Corporation, a California corporation (the
"Company"),  hereby  grants to the  Optionee  named in the  Notice of Grant (the
"Optionee") an option to purchase the total number of shares of Common Stock set
forth in the Notice of Grant (the  "Shares") at the exercise price per share set
forth in the  Notice of Grant  (the  "Exercise  Price"),  subject  to the terms,
definitions,  and provisions of the Plan  identified in the Notice of Grant (the
"Plan"), which is incorporated herein by reference,  this Stock Option Agreement
("Option  Agreement"),  and the Notice of Grant (the "Option").  As used herein,
"Notice of Grant"  means each Notice of Stock Option  Grant  incorporating  this
Option Agreement by reference. Unless otherwise defined herein, terms defined in
the Plan are used herein as defined in the Plan.

               If designated an Incentive Stock Option,   the Option is intended
to qualify as an Incentive  Stock Option,  as defined in Section 422 of the Code
("ISO"). However, even if the Option is designated an Incentive Stock Option, it
shall be treated as a  Nonqualified  Stock  Option  ("NQ") to the extent that it
exceeds the $100,000 rule of Code Section 422(d).

        2.     Exercise  of  Option.  The  Option  shall  be   exercisable,   in
accordance  with the Vesting  Schedule set out in the Noticeof  Grant  ("Vesting
Schedule") and with the provisions of the Plan, as follows:

               (a)  Right to Exercise.


                    (i)  The Option  may not be  exercised  for a fraction  of a
                         share.

                    (ii) In the event of Optionee's death, disability,  or other
                         termination of director, employee, or consultant status
                         with the Company,  the  exercisability of the Option is
                         governed by Sections 5, 6, and 7 below,  subject to the
                         limitation contained in subsection 2(a)(iii).

                    (iii)In no event  may the  Option  be  exercised  after  the
                         Expiration  Date  set  forth  in the  Notice  of  Grant
                         ("Expiration Date").

               (b)  Method of  Exercise.  The  Option  shall be  exercisable  by
                    written  notice (in the form  attached as Exhibit A),  which
                    shall state the election to exercise the Option,  the number
                    of Shares in respect of which the Option is being exercised,
                    and such  other  representations  and  agreements  as to the
                    holder's  investment  intent with  respect to such shares of
                    Common  Stock as may be required by the Company  pursuant to
                    the  provisions  of the Plan.  Such written  notice shall be
                    signed by the  Optionee  and shall be delivered in person or
                    by  certified  mail to the  Secretary  of the  Company.  The
                    written  notice  shall  be  accompanied  by  payment  of the
                    Exercise  Price.  The Option shall be deemed to be exercised
                    upon  receipt  by  the  Company  of  such   written   notice
                    accompanied by the Exercise Price.


                No Shares will be issued  pursuant to the  exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered  transferred  to the  Optionee  on the date on which  the  Option  is
exercised with respect to such Shares.

        3.     Method  of  Payment.  The method of payment  for the Shares to be
issued  upon  exercise  of an  Option  may  consist  entirely  of  cash,  check,
promissory  note,  other  Shares of Common  Stock owned by the Optionee for more
than six months on the date of surrender  having a fair market value on the date
of surrender  equal to the  aggregate  exercise  price of the Shares as to which
said option shall be exercised,  delivery of a properly executed notice together
with such other  documentation  as the Committee and the broker,  if applicable,
shall require to effect an exercise of the option and delivery to the Company of
the sale or loan  proceeds  required,  or any  combination  of such  methods  of
payment,  or such other  consideration and method of payment for the issuance of
Shares to the extent  permitted  under  Sections  408 and 409 of the  California
General Corporation Law.

        4.     Restrictions on Exercise.  The Option may not be exercised until
such time as the Plan has been approved by the  shareholders of the Company,  or
if the  issuance of such  Shares upon such  exercise or the method of payment of
consideration  for such Shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part  207 of Title 12 of the Code of  Federal  Regulations  ("Regulation  U") as
promulgated by the Federal  Reserve Board. As a condition to the exercise of the
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

        5.     Termination  of  Relationship.  In the event  of  termination  of
Optionee's Continuous Status as a Director,  Employee,  or Consultant,  Optionee
may, to the extent  otherwise so entitled at the date of such  termination  (the
"Termination  Date"),  exercise  the  Option for 30 days  after  termination  of
Continuous Status as a Director,  Employee, or Consultant,  except as set out in
Sections 6 and 7 of this Option  Agreement below (but in no event later than the
Expiration  Date).  To the extent that Optionee was not entitled to exercise the
Option at the  Termination  Date,  or if Optionee  does not  exercise the Option
within the time specified herein, the Option shall terminate.

        6.     Disability of Optionee. Notwithstanding the provisions of Section
5 above, in the event a Director,  Employee, or Consultant is unable to continue
his Continuous Status as a Director,  Employee, or Consultant as a result of his
or her total and  permanent  disability  (as defined in Section  22(e)(3) of the
Internal Revenue Code), he or she may, but only within six months (or such other
period of time not exceeding 12 months as is determined by the Board at the time
of grant of the Option) from the  Termination  Date,  exercise the Option to the
extent he or she was entitled to exercise it at the Termination Date (or to such
greater  extent as the Board may provide).  To the extent that he or she was not
entitled to exercise the Option at the  Termination  Date,  or if he or she does
not exercise such Option (to the extent  exercisable)  within the time specified
herein, the Option shall terminate.

        7.     Death of Optionee.  Notwithstanding  the  provisions of Section 5
above,  in the event of the  death of an  Optionee,  the  entire  Option  may be
exercised at any time within twelve (12) months following the date of death (but
in no event later than the expiration of the term of such Option as set forth in
the Notice of Grant) by the  Optionee's  estate or by a person who  acquired the
right to exercise the Option by bequest or inheritance. If the Optionee's estate
or a person  who  acquired  the  right to  exercise  the  Option by  bequest  or
inheritance does not exercise the Option within the time specified  herein,  the
Option shall terminate.

        8.     Non-Transferability of Option. The Option may  not be transferred
in any manner  otherwise than by will or by the laws of descent or  distribution
and may be exercised  during the lifetime of Optionee only by him or her without
the  prior  written  consent  of the  Administrator.  The  terms of this  Option
Agreement   shall  be  binding  upon  the  executors,   administrators,   heirs,
successors, and assigns of the Optionee.

        9.     Term of Option.  The Option may be exercised  only in  accordance
with the Plan and the terms of this  Option  Agreement,  and in no event may the
Option be exercised after the Expiration Date.

        10.    Tax  Consequences.  Set forth below is a brief  summary as of the
date of this Option  Agreement of some of the federal and state tax consequences
of  exercise  of the Option  and  disposition  of the  Shares.  THIS  SUMMARY IS
NECESSARILY INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING THE OPTION OR DISPOSING
OF THE SHARES.

              (a)     Exercise of ISO. If the Option  qualifies as an ISO, there
         will be no regular  federal  income tax  liability  or state income tax
         liability upon the exercise of the Option, although the excess, if any,
         of the fair market value of the Shares on the date of exercise over the
         Exercise  Price  will be treated as an  adjustment  to the  alternative
         minimum tax for federal tax  purposes  and may subject the  Optionee to
         the alternative minimum tax in the year of exercise.

              (b)     Exercise of Nonqualified  Stock Option. If the Option does
         not  qualify  as an ISO,  there may be a  regular  federal  income  tax
         liability  and state  income tax  liability  upon the  exercise  of the
         Option.  The Optionee will be treated as having  received  compensation
         income (taxable at ordinary  income tax rates) equal to the excess,  if
         any,  of the fair  market  value of the Shares on the date of  exercise
         over the Exercise Price.  If Optionee is an employee,  the Company will
         be required to withhold from  Optionee's  compensation  or collect from
         Optionee and pay to the applicable  taxing  authorities an amount equal
         to a percentage of this compensation income at the time of exercise.

              (c)     Disposition of Shares. In the case of an NQ, if Shares are
         held for at least one year,  any gain  realized on  disposition  of the
         Shares will be treated as long-term  capital gain for federal and state
         income  tax  purposes.  In the case of an ISO,  if  Shares  transferred
         pursuant  to the Option  are held for at least one year after  exercise
         and are  disposed  of at least two years  after the Date of Grant,  any
         gain  realized  on  disposition  of the Shares  will also be treated as
         long-term  capital gain for federal and state income tax  purposes.  If
         Shares  purchased  under an ISO are  disposed of within  such  one-year
         period or within two years after the Date of Grant,  any gain  realized
         on such disposition will be treated as compensation  income (taxable at
         ordinary  income  rates) to the extent of the  difference  between  the
         Exercise Price and the lesser of the fair market value of the Shares on
         the date of exercise or the sale price of the Shares.

              (d)     Notice of Disqualifying  Disposition of ISO Shares. If the
         Option  granted to Optionee  herein is an ISO, and if Optionee sells or
         otherwise disposes of any of the Shares acquired pursuant to the ISO on
         or before  the later of (i) the date two years  after the Date of Grant
         and  (ii)  the  date one year  after  transfer  of such  Shares  to the
         Optionee  upon  exercise of the ISO,  the  Optionee  shall  immediately
         notify the Company in writing of such disposition.


               Optionee  agrees  that  Optionee  may be  subject  to income  tax
withholding by the Company on the compensation income recognized by the Optionee
from the early  disposition  by payment in cash or out of the  current  earnings
paid to the Optionee.

        11.    Successors  and Assigns.    The  Company  may  assign  any of its
rights  under this Option  Agreement  to single or multiple  assignees,  and the
rights and obligations of the Company under this Option Agreement shall inure to
the benefit of and be binding  upon the  successors  and assigns of the Company.
Subject to the restrictions on transfer set forth herein,  this Option Agreement
shall be inure to the  benefit of and be binding  upon  Optionee  and his or her
heirs, executors, administrators, successors, and assigns.

        12.    Interpretation.  Any dispute regarding the interpretation of this
Option Agreement,  including the Plan or the Notice of Grant incorporated herein
by reference,  shall be submitted by Optionee or by the Company to the Company's
Board of  Directors or the  committee  thereof that  administers  the Plan.  The
resolution of such dispute by the Board or committee  shall be final and binding
on the Company and on Optionee.

        13.    Governing Law;  Severability.  This  Option Agreement,  including
the Plan and the  Notice of Grant  incorporated  herein by  reference,  shall be
governed  by  and  construed  in  accordance  with  the  laws  of the  State  of
California, excluding the body of law pertaining to conflicts of law. Should any
provision of this Option Agreement be determined by a court of law to be illegal
or unenforceable,  the other provisions shall nevertheless  remain effective and
shall remain enforceable.

        14.    Notices.  Any notice  required  or  permitted  hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States mail, with postage and fees prepaid, addressed
to the other party at its address as shown below  beneath its  signature,  or to
such other  address as such party may  designate in writing from time to time to
the other party.

        15.    Entire Agreement. This Option Agreement,   including the Plan and
the Notice of Grant  incorporated  herein by reference,  constitutes  the entire
agreement of the parties,  and supersedes all prior  undertakings and agreements
of the Company and Optionee, with respect to the subject matter hereof.







<PAGE>


                                    EXHIBIT A

                                ACTEL CORPORATION

                          STOCK OPTION EXERCISE NOTICE



        1.     Exercise of Option. Effective as of today, _____________________,
_____, the undersigned  ("Optionee") hereby elects to exercise Optionee's option
to purchase  __________________  shares of the Common  Stock (the  "Shares")  of
Actel  Corporation  (the  "Company")  under and  pursuant  to the  Stock  Option
Agreement  dated  July 1, 1999 (the  "Option  Agreement"),  the  Notice of Stock
Option Grant  ("Notice of Grant")  relating to grant  number  __________________
(the "Option"), and the plan referenced in the Notice of Grant (the "Plan"). The
purchase price for the Shares shall be  $__________________,  as required by the
Notice of Grant and the Option Agreement.

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


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

        4.     Rights as  Shareholder.  Until the stock  certificate  evidencing
such Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive  dividends  or any other  rights as a  shareholder  shall  exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option.

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

        6.     Income Tax  Withholding.  Optionee  agrees that  Optionee  may be
subject to income tax  withholding  by the  Company on the  compensation  income
recognized by the Optionee from the early  disposition by payment in cash or out
of the current earnings paid to the Optionee.

        7.     Further  Instruments.  The parties  agree to execute such further
instruments  and to take such further  action as may be reasonable  necessary to
carry out the purposes and intent of this Exercise Notice,  the Plan, the Option
Agreement, and the Notice of Grant.

        8.     Entire  Agreement;  Governing Law;  Successors  and Assigns.  The
Plan, the Option Agreement,  and the Notice of Grant are incorporated  herein by
this reference.  This Exercise Notice,  the Plan, the Option Agreement,  and the
Notice of Grant  constitute the entire  agreement of the parties,  and supersede
all prior undertakings and agreements of the Company and Optionee,  with respect
to the subject matter hereof;  are governed by California  law,  except for that
body of law pertaining to conflict of laws; and,  subject to any restrictions on
transfer  set  forth in the  Plan or the  Option  Agreement,  are  binding  upon
Optionee  and  his or her  heirs,  executors,  administrators,  successors,  and
assigns.



Submitted by:                              Received and Accepted by:

             OPTIONEE:                           ACTEL CORPORATION




                                           By:
---------------------------------------       ----------------------------------
           (Signature)
                                           Name:
                                                --------------------------------
                                           Title:
---------------------------------------          -------------------------------
           (Print Name)                    Date:
                                                --------------------------------

Address:                                   Address:

---------------------------------------    955 East Arques Avenue
---------------------------------------    Sunnyvale, California  94086
---------------------------------------
