SILICON STORAGE TECHNOLOGY INC
INCENTIVE STOCK OPTION
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<TYPE>EX-10.11A
<SEQUENCE>4
<FILENAME>exh1011a.htm
<DESCRIPTION>INCENTIVE STOCK OPTION
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<B><FONT SIZE=2><P ALIGN="RIGHT">Exhibit 10.11A</P></B>

<B><P ALIGN="CENTER">INCENTIVE STOCK OPTION</P>
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<P ALIGN="JUSTIFY">[[Name]], Optionee:</P>

<P ALIGN="JUSTIFY">Silicon Storage Technology, Inc. (the &quot;Company&quot;),
pursuant to its 1995 Equity Incentive Plan (the &quot;Plan&quot;) has this day
granted to you, the optionee named above, an option to purchase shares of the
common stock of the Company (&quot;Common Stock&quot;).  This option is intended
to qualify as an &quot;incentive stock option&quot; within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
&quot;Code&quot;).</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 [[Sharesspell]] ([[Shares]]).  Subject to the limitations
contained herein, 12/48ths 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>

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<B><P ALIGN="JUSTIFY">(a)</B>&#9;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>

<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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<B><P ALIGN="JUSTIFY">(i)</B>&#9;Payment of the exercise price per share in cash
(including check) at the time of exercise;</P>

<B><P ALIGN="JUSTIFY">(ii)</B>&#9;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>

<B><P ALIGN="JUSTIFY">&#9;(iii)&#9;</B>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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<B><P ALIGN="JUSTIFY">(iv)</B>&#9;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">2.</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 than whole
shares.</P>

<B><P ALIGN="JUSTIFY">3.</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><P ALIGN="JUSTIFY">4.</B>&#9;The term of this option commences on 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) unless one of the following circumstances exists:</P>

<DIR>

<B><P ALIGN="JUSTIFY">(a)</B>&#9;Your termination of employment is due to your
permanent and total disability (within the meaning of Section 422(c)(6) of the
Code).  This option will then terminate on the earlier of the termination date
set forth above or twelve (12) months following such termination of employment.
You should be aware that if your disability is not considered a permanent and
total disability within the meaning of Section 422(c)(6) of the Code, and you
exercise this option more than three (3) months following the date of your
termination of employment, your exercise will be treated for tax purposes as the
exercise of a "nonstatutory stock option" instead of an "incentive stock
option."</P>

<B><P ALIGN="JUSTIFY">(b)</B>&#9;Your termination of employment is due to your
death.  This option will then terminate on the earlier of the termination date
set forth above or eighteen (18) months after your death.</P>

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

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<B><P ALIGN="JUSTIFY">(d)</B>&#9;If your 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, then your option will terminate on the earlier of     (i)
the termination date set forth above, (ii) the tenth (l0th) 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>


<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>

<P ALIGN="JUSTIFY">In order to obtain the federal income tax advantages
associated with an &quot;incentive stock option&quot;, the Code requires that at
all times beginning on the date of grant of the option and ending on the day
three (3) months before the date of the option's exercise, you must be an
employee of the Company or an affiliate, except in the event of your death or
permanent and total disability.  The Company has provided for continued vesting
or extended exercisability of your option under certain circumstances for your
benefit, but cannot guarantee that your option will necessarily be treated as an
&quot;incentive stock option&quot; if you provide services to the Company or an
affiliate as a consultant or exercise your option more than three (3) months
after the date your employment with the Company and all affiliates
terminates.</P>

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

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<B><P ALIGN="JUSTIFY">(i)</B>&#9;the Company may require you to enter an
arrangement providing for the 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;</P>

<B><P ALIGN="JUSTIFY">(ii)</B>&#9;you will notify the Company in writing within
fifteen (15<I>) </I>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">5.</B>&#9;This option is not transferable, except by will
or by the laws of descent and distribution, and is exercisable during your life
only by you.  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>

<B><P ALIGN="JUSTIFY">6.</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.</P>

<B><P ALIGN="JUSTIFY">7.</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">8.</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 ALIGN="JUSTIFY">Dated:&#9;[[AgreeDate]]</P>

<P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;Very truly yours,</P>

<B><P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;SILICON STORAGE TECHNOLOGY,
INC.</P>

<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
</B><P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;By ______________________________</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;Duly authorized on behalf of the<br>
   &#9;&#9;&#9;&#9;&#9;&#9;&#9;Board of Directors</P>

<B><P>Attachments:</P>
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</B><P>Silicon Storage Technology, Inc. Equity Incentive Plan<br>
   Notice of Exercise<br>
   Q&amp;A Prospectus</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 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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