SILICON STORAGE TECHNOLOGY INC
NONSTATUTORY STOCK OPTION
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<TYPE>EX-10.11B
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<FILENAME>exh1011b.htm
<DESCRIPTION>NONSTATUTORY STOCK OPTION
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<B><FONT SIZE=2><P ALIGN="RIGHT">Exhibit 10.11B</P></B>


<B><P ALIGN="CENTER">NONSTATUTORY STOCK OPTION</P>
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<FONT SIZE=2><P></FONT>[[Name]], Optionee:</P>

<P ALIGN="JUSTIFY">Silicon Storage Technology, Inc. (the "Company"), pursuant to
its Equity Incentive Plan (the "Plan") has this day granted to you, the optionee
named above, an option to purchase shares of the common stock of the Company
("Common Stock").  This option is not intended to qualify and will not be
treated as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The grant hereunder is in connection with and in furtherance
of the Company's compensatory benefit plan for participation of the Company's
employees (including officers), directors or consultants and may be accepted
electronically at the website of [OptionsLink]. </P>

<P ALIGN="JUSTIFY">The details of your option are as follows:</P>

<B><P ALIGN="JUSTIFY">1.</B> &#9;The total number of shares of Common Stock
subject to this option is [[Sharespell]] ([[Shares]]).  Subject to the limitations
contained herein, 12/48th of the shares will vest (become exercisable) on
[[FirstExDate]] and 1/48th of the shares will then vest each month thereafter
until either (i) you cease to provide services to the Company for any reason, or
(ii) this option becomes fully vested.</P>

<B><P ALIGN="JUSTIFY">2.</B>&#9;

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<B><P ALIGN="JUSTIFY">(a)</B> The exercise price of this option is
[[SpellPrice]] ($[[Price]]) per share, being not less than the fair market value of
the Common Stock on the date of grant of this option.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">(b)</B>&#9;Payment of the exercise price per share is due
in full upon exercise of all or any part of each installment which has accrued
to you.  You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:</P>

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<P ALIGN="JUSTIFY">(i)Payment of the exercise price per share in cash (including
check) at the time of exercise;</P>
<P ALIGN="JUSTIFY">(ii)Payment pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board which results in the receipt of
cash (or check) by the Company prior to the issuance of Common Stock;</P>
<P ALIGN="JUSTIFY">(iii)Provided that at the time of exercise the Company's
Common Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of already-owned shares of Common Stock, held for the period
required to avoid a charge to the Company's reported earnings, and owned free
and clear of any liens, claims, encumbrances or
security interests, which Common Stock shall be valued
at its fair market value on the date of exercise; or</P>

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<P ALIGN="JUSTIFY">(iv)Payment by a combination of the methods of payment
permitted by subparagraph 2(b)(i) through 2(b)(iii) above.</P>

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<B><P ALIGN="JUSTIFY">3.</B>&#9;The minimum number of shares with respect to
which this option may be exercised at any one time is one hundred (100), except
(a) as to an installment subject to exercise' as set forth in paragraph 1, which
amounts to fewer than one hundred (100) shares, in which case, as to the
exercise of that installment, the number of shares in such installment shall be
the minimum number of shares, and (b) with respect to the final exercise of this
option this minimum shall not apply.  This option may not be exercised for any
number of shares which would require the issuance of anything other @ whole
shares.</P>

<B><P ALIGN="JUSTIFY">4.</B>&#9;Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Act or, if such
shares are not then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of the Act.</P>

<B><I><P ALIGN="JUSTIFY">5.</B></I>&#9;The term of this option commences on
[[AgreeDate]], the date of grant and, unless sooner terminated as set forth below
or in the Plan, terminates on [[TermDate]] (which date shall be no more than ten
(10) years from the date this option is granted).  In no event may this option
be exercised on or after the date on which it terminates.  This option shall
terminate prior to the expiration of its term as follows: three (3) months after
the termination of your employment with the Company or an affiliate of the
Company (as defined in the Plan) for any reason or for no reason unless:</P>

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<B><P ALIGN="JUSTIFY">(a)</B>&#9;such termination of employment is due to your
permanent and total disability (within the meaning of Section 422(c)(6) of the
Code), in which event the option shall terminate on the earlier of the
termination date set forth above or twelve (12) months following such
termination of employment; or</P>

<B><P ALIGN="JUSTIFY">(b)</B>&#9;such termination of employment is due to your
death, in which event the option shall terminate on the earlier of the
termination date set forth above or eighteen (18) months after your death;
or</P>

<B><P ALIGN="JUSTIFY">&#9;(c)</B>&#9;during any part of such three (3) month
period the option is not exercisable solely because of the condition set forth
in paragraph 4 above, in which event the option shall not terminate until the
earlier of the termination date set forth above or until it shall have been
exercisable for an aggregate period of three (3) months after the termination of
employment; or</P>

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<B><P ALIGN="JUSTIFY">(d)</B>&#9;exercise of the option within three (3) months
after termination of your employment with the Company or with an affiliate would
result in liability under section 16(b) of the Securities Exchange Act of 1934
(the "Exchange Act), in which case the option will  terminate on the earlier of
(i) the termination date set forth above, (ii) the tenth (10th) day after the
last date upon which exercise would result in such liability or (iii) six (6)
months and ten (10) days after the termination of your employment with the
Company or an affiliate.</P>

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<P ALIGN="JUSTIFY">However, this option may be exercised following termination
of employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of paragraph 1 of
this option.</P>


<B><P ALIGN="JUSTIFY">6.</B>&#9;

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<P ALIGN="JUSTIFY"><B>(a)</B> This option may be exercised, to the
extent specified above, by delivering a notice of exercise (in a form designated
by the Company) together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate, during regular
business hours, together with such additional documents as the Company may then
require pursuant to subparagraph 12(e) of the Plan.</P>

<B><P ALIGN="JUSTIFY">(b)</B>&#9;By exercising this option you agree that:</P>

<DIR>

<P ALIGN="JUSTIFY">(i)  the Company may require you to enter an arrangement
providing for the cash payment by you to the Company of any tax withholding
obligation of the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are
subject at the time of exercise; or (3) the disposition of shares acquired upon
such exercise; and</P>

<P ALIGN="JUSTIFY">   (ii)  you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the
Common Stock issued upon exercise of this option that occurs within two (2)
years after the date of this option grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of this option.</P>

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<B><P ALIGN="JUSTIFY">7.</B>&#9; This option is not transferable, except by will
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order as satisfying the requirements of Rule 16b-3 of the Exchange Act
(a "QDRO"), and is exercisable during your life only by you or a transferee
pursuant to a QDRO.  Notwithstanding the foregoing, by delivering written notice
to the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to exercise
this option.</P>

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<B><P ALIGN="JUSTIFY">8.</B>&#9;This option is not an employment contract and
nothing in this option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company, or of the
Company to continue your employment with the Company.  In the event that this
option is granted to you in connection with the performance of services as a
consultant or director, references to employment, employee and similar terms
shall be deemed to include the performance of services as a consultant or a
director, as the case may be, <I>provided, however,</I> that no rights as an
employee shall arise by reason of the use of such terms.</P>

<B><P ALIGN="JUSTIFY">9.</B>&#9;Any notices provided for in this option or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by the Company to you, five (5)
days after deposit in the United States mail, postage prepaid, addressed to you
at the address specified below or at such other address as you hereafter
designate by written notice to the Company.</P>

<B><P ALIGN="JUSTIFY">10</B>.&#9;This option is subject to all the provisions of
the Plan, a copy of which is attached hereto and its provisions are hereby made
a part of this option, including without limitation the provisions of paragraph
6 of the Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan.  In the event of any conflict
between the provisions of this option and those of the Plan, the provisions of
the Plan shall control.</P>

<P>Dated:  [[AgreeDate]]</P>

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<P ALIGN="CENTER">Very truly yours,</P>
<FONT SIZE=2><P ALIGN="CENTER">&#9;&#9;&#9;SILICON STORAGE TECHNOLOGY, INC.</P>
</FONT><P>&#9;&#9;&#9;&#9;&#9;&#9;By: ______________________<br>
       Duly Authorized on behalf<br>
   of the Board of Directors</P>
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<FONT SIZE=2><P>ATTACHMENTS:</P>
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       <P>Silicon Storage Technology, Inc.  Equity Incentive Plan<br>
   Notice of Exercise<br>
   Q &amp; A Prospectus</P>

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<P>The undersigned:</P>
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<B><P ALIGN="JUSTIFY">(a)</B>&#9;Acknowledges receipt of the foregoing option and the
attachments referenced
therein and understands that all rights and liabilities with respect to this
option are set forth in
   the option and&#9;the Plan; and</P>

<B><P ALIGN="JUSTIFY">(b)</B>&#9;Acknowledges that as of the date of grant of
this option, it sets forth the entire understanding between the undersigned
optionee and the Company and its affiliates regarding the acquisition of stock
in the Company and supersedes all prior oral and written agreements on that
subject with the exception of (i) the options previously granted and delivered
to the undersigned under stock option plans of the Company, and (ii) the
following agreements only:</P>
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<B><P ALIGN="JUSTIFY">NONE </B>  __________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   (Initial)</P>

<B><P ALIGN="JUSTIFY">OTHER </B> ___________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; __________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; __________________________</P>

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<P>__________________________<br>
 [[Name]]







<P>(Acceptance designated electronically at the website of [OptionsLink])</P>

<P>&#9;&#9;&#9;&#9;&#9;&#9;Address: ______________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; __________________________<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; __________________________</P>


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