AMENDMENT NO. 2 TO
RAMTRON INTERNATIONAL CORPORATION
1999 STOCK OPTION PLAN
Ramtron International Corporation's 1999 Stock Option Plan (the "Plan") shall be amended as follows:
I. The following text is hereby deleted from Section 2.d. of the Plan, entitled "Company":
"and any 'parent' corporation, whether now or hereafter existing, as defined in Sections 424(e) and
(g) of the Code."
II. The following sentence is hereby inserted at the end of Section 2.h. of the Plan, entitled "Fair Market Value":
"Any alternative fair market value pricing method adopted by the Board of Directors shall be stated the Option
Agreement and shall be in compliance with the fair market value pricing rules set forth in Section 409A of the
III. The word "Company" is hereby deleted from the text of Section 2.m. of the Plan, entitled "Shares," and
replaced with the words "Ramtron International Corporation."
IV. The term "95%" is hereby deleted from the text of Section 6.d of the Plan, entitled "Exercise Price," and
replaced with the term "100%".
V. The following text is hereby inserted into Section 13 of the Plan as new sub-section 13.i. to read in its entirety
"i. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Plan and any
Option grants made hereunder comply with the provisions of
Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not
apply to the Optionee. This Plan and any Option grants made hereunder shall be administered in a manner
consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations
or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury
or the Internal Revenue Service."
"Neither an Optionee nor any of an Optionee's creditors or beneficiaries shall have the right to subject any
deferred compensation (within the meaning of Section 409A of th