GALILEO TECHNOLOGY LTD.
1997 GTI STOCK OPTION PLAN
1. Purposes of the Plan. The 1997 GTI Stock Option Plan amends and restates the Company's GTI Stock
Option Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its
Subsidiary and to promote the success of the Company and the Subsidiary's business. Options granted under the
Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the
time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the
regulations promulgated thereunder. Stock Purchase Rights may also be granted under the Plan. The Options and
Stock Purchase Rights offered pursuant to the Plan are a matter of separate inducement and are not in lieu of
salary or other compensation.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(e) "Company" means Galileo Technology Ltd., an Israeli company.
(f) "Consultant" means any person who is engaged by the Company or the for such services, and any Director of
the Company or the Subsidiary whether compensated for such services or not. If the Company registers any
class of any equity security pursuant to the Exchange Act, the term Consultant shall thereafter not include
Directors who are not compensated for their services or are paid only a Director's fee.
(g) "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship with
the Company or the Subsidiary is not interrupted or terminated. Continu