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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

CIRRUS LOGIC, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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[CIRRUS LOGIC LETTERHEAD]

June 20, 2001

To our Stockholders:

I am pleased to invite you to attend the annual meeting of stockholders of
Cirrus Logic, Inc. to be held on Wednesday, July 25, 2001, at 1:00 p.m. at the
Omni Austin Hotel South Park, 4140 Governor's Row, Austin, Texas 78744.

Details regarding admission to the meeting and the business to be conducted
are more fully described in the accompanying Notice of Annual Meeting and Proxy
Statement.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the annual
meeting, I hope you will vote as soon as possible. You may vote over the
Internet, as well as by telephone, or by mailing a proxy card. Voting over the
Internet, by phone or by written proxy will ensure your representation at the
annual meeting if you do not attend in person. Please review the instructions on
the proxy card regarding each of these voting options.

We appreciate your support of and continued interest in Cirrus Logic.

Sincerely,

David D. French

TABLE OF CONTENTS

PAGE
----

Notice ............................................................................................. 1

Questions and Answers about the Proxy Materials, Voting Procedures and Annual Meeting .............. 2

Board Structure and Compensation ................................................................... 6

Proposal 1: Election of Directors ................................................................. 8

Proposal 2: Approval of an Amendment to the Cirrus Logic 1996 Stock Plan .......................... 9

Proposal 3: Approval of an Amendment to the Cirrus Logic 1990 Directors' Stock Option Plan ........ 15

Proposal 4: Approval of an Amendment to the Cirrus Logic 1989 Employee Stock Purchase Plan ........ 19

Proposal 5: Ratification of Ernst & Young LLP as Independent Auditors ............................. 22

Executive Officers ................................................................................. 23

Stock Ownership .................................................................................... 25

Executive Compensation and Other Information ....................................................... 27

Compensation Committee Report ...................................................................... 32

Audit Committee Report ............................................................................. 35

Certain Relationships and Related Transactions ..................................................... 37

Stock Performance Graph ............................................................................ 37

Section 16(a) Beneficial Ownership Reporting Compliance ............................................ 38

General Information ................................................................................ 38

Exhibit A .......................................................................................... A-1

A copy of the Annual Report to Stockholders of Cirrus Logic, Inc., which
includes financial statements, is being mailed with this proxy statement.
You may receive an additional copy of the Annual Report to Stockholders at
no charge upon request directed to:

Cirrus Logic Investor Relations
4210 S. Industrial Blvd., Austin, Texas 78744
telephone: (510) 226-2112; email: invest@corp.cirrus.com.
Financial reports may also be accessed on our Web site at
www.cirrus.com.

[CIRRUS LOGIC LOGO]

ANNUAL STOCKHOLDERS' MEETING

JULY 25, 2001
YOUR VOTE IS IMPORTANT

NOTICE

Cirrus Logic, Inc. (the "Company") will hold its 2001 Annual Meeting of
Stockholders as follows:

Wednesday, July 25, 2001
1:00 P.M.
Omni Austin Hotel South Park
4140 Governor's Row
Austin, Texas 78744

At the meeting, stockholders will vote to:

(i) elect six Cirrus Logic directors for one-year terms;

(ii) approve an amendment to the Cirrus Logic 1996 Stock Plan, increasing
the number of shares of Cirrus Logic common stock available for grant
under the plan by 3,300,000 shares;

(iii) approve an amendment to the Cirrus Logic 1990 Directors' Stock Plan,
increasing the number of shares of Cirrus Logic common stock available
for grant under the plan by 150,000 shares;

(iv) approve an amendment to the Cirrus Logic 1989 Employee Stock Purchase
Plan, increasing the number of shares of Cirrus Logic common stock
available to purchase under the plan by 200,000 shares;

(v) ratify the appointment of Ernst & Young LLP as independent auditors;
and

(vi) consider such other business as may properly come before the meeting.

You can vote four different ways. You can vote by attending the meeting, by
telephone, by the Internet, or by proxy card. For specific voting information,
please see "Questions and Answers About the Proxy Materials, the Annual Meeting
and the Voting Procedures" on page 2.

Stockholders of record at the close of business on June 6, 2001, are entitled to
vote. On that day, approximately 73.6 million shares of Cirrus Logic common
stock were issued and outstanding. Each share entitles the holder to one vote.

The Board asks you to vote in favor of each of the proposals. This Proxy
Statement provides you with detailed information about each proposal. We are
also using this Proxy Statement to discuss our compensation practices and
philosophy.

We encourage you to read this Proxy Statement carefully. In addition, you may
obtain information about Cirrus Logic from the Annual Report to Stockholders
included with this mailing and from documents that we have filed with the
Securities and Exchange Commission.

This Notice and Proxy Statement is dated June 20, 2001, and was first mailed
to stockholders on June 22, 2001.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS,
THE ANNUAL MEETING AND VOTING PROCEDURES

Q: WHY AM I RECEIVING THESE MATERIALS?

A: We are providing these proxy materials for you in connection with the
annual meeting of stockholders to take place on July 25, 2001. As a
stockholder, you are invited to attend the meeting and are entitled to and
requested to vote on the proposals described in this proxy statement.

Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?

A: The information included in this proxy statement relates to the proposals
to be voted on at the meeting, the voting process, the compensation of
directors and our most highly paid executive officers, and certain other
required information. Our 2001 Annual Report to Stockholders for the fiscal
year ended March 31, 2001 is also enclosed.

Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?

A: There are five proposals scheduled to be voted on at the meeting:

o the election of six directors;

o the approval of an amendment to the Cirrus Logic 1996 Stock Plan,
increasing the number of shares of Company common stock available for
grant under the Plan by 3,300,000 shares;

o the approval of an amendment to the Cirrus Logic 1990 Directors' Stock
Plan, increasing the number of shares of Company common stock
available for grant under the Plan by 150,000 shares;

o the approval of an amendment to the 1989 Employee Stock Purchase Plan,
increasing the number of shares of Company common stock available for
purchase under the Plan by 200,000 shares; and

o the ratification of the appointment of Ernst & Young LLP as
independent auditors of the Company.

Q: WHAT IS CIRRUS LOGIC'S VOTING RECOMMENDATION?

A: Our Board of Directors recommends that you vote your shares "FOR" each of
the nominees to the Board and "FOR" each of the other proposals.

Q: WHAT SHARES OWNED BY ME CAN BE VOTED?

A: All shares owned by you as of the close of business on June 6, 2001 (the
"Record Date"), may be voted by you. These shares include (1) shares held
directly in your name as the stockholder of record, including shares
purchased through Cirrus Logic's Employee Stock Purchase Plan, and (2)
shares held for you as the beneficial owner through a stockbroker or bank.

Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD
AND AS A BENEFICIAL OWNER?

A: Most Cirrus Logic stockholders hold their shares through a stockbroker,
bank or other nominee rather than directly in their own name. As summarized
below, there are some distinctions between shares held of record and those
owned beneficially.

STOCKHOLDER OF RECORD

If your shares are registered directly in your name with the Company's
transfer agent, EquiServe Trust Company, N.A. ("EquiServe"), you are
considered, with respect to those shares, the stockholder of record, and
these proxy materials are being sent directly to you by Cirrus Logic. As
the stockholder of record, you have the right to grant your voting proxy
directly to Cirrus Logic or to vote in person at the meeting. We have
enclosed a proxy card for you to use.

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BENEFICIAL OWNER

If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in street
name, and these proxy materials are being forwarded to you by your broker
or nominee that is considered, with respect to those shares, the
stockholder of record. As the beneficial owner, you have the right to
direct your broker how to vote and are also invited to attend the meeting.
However, since you are not the stockholder of record, you may not vote
these shares in person at the meeting. Your broker or nominee has enclosed
a voting instruction card for you to use in directing the broker or nominee
how to vote your shares.

Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?

A: Shares held directly in your name as the stockholder of record may be voted
in person at the annual meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification.

Even if you currently plan to attend the annual meeting, we recommend that
you also submit your proxy as described below so that your vote will be
counted if you later decide not to attend the meeting. Shares held in
street name may be voted in person by you only if you obtain a signed proxy
from the record holder giving you the right to vote the shares.

Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?

A: Whether you hold shares directly as the stockholder of record or
beneficially in street name, you may direct your vote without attending the
meeting. You may vote by granting a proxy or, for shares held in street
name, by submitting voting instructions to your broker or nominee. In most
instances, you will be able to do this over the Internet, by telephone or
by mail. Please refer to the summary instructions below and those included
on your proxy card or, for shares held in street name, the voting
instruction card included by your broker or nominee.

BY INTERNET--If you have Internet access, you may submit your proxy from
any location in the world by following the "Vote by Internet" instructions
on the proxy card.

BY TELEPHONE--If you live in the United States or Canada, you may submit
your proxy by following the "Vote by Phone" instructions on the proxy card.

BY MAIL--You may vote by mail by signing your proxy card or, for shares
held in street name, the voting instruction card included by your broker or
nominee and mailing it in the enclosed, postage prepaid and addressed
envelope. If you provide specific voting instructions, your shares will be
voted as you instruct. If you sign but do not provide instructions, your
shares will be voted as described below in "How Are Votes Counted?"

Q: CAN I CHANGE MY VOTE?

A: You may change your proxy instructions at any time prior to the vote at the
annual meeting. For shares held directly in your name, you may accomplish
this change by granting a new proxy bearing a later date (that
automatically revokes the earlier proxy) or by attending the annual meeting
and voting in person. Attendance at the meeting will not cause your
previously granted proxy to be revoked unless you specifically request it
to be revoked. For shares held beneficially by you, you may accomplish this
change by submitting new voting instructions to your broker or nominee.

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Q: HOW ARE VOTES COUNTED?

A: In the election of directors, you may vote "FOR" all of the nominees or
your vote may be "WITHHELD" with respect to one or more of the nominees.
For the other proposals, you may vote "FOR," "AGAINST" or "ABSTAIN." If you
"ABSTAIN," it has the same effect as a vote "AGAINST." If you sign your
proxy card or broker voting instruction card with no further instructions,
your shares will be voted in accordance with the recommendations of the
Board ("FOR" all of the Company's nominees to the Board, "FOR" all other
items described in this proxy statement and in the discretion of the proxy
holders on any other matters that properly come before the meeting).

Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?

A: In the election of directors, the six persons receiving the highest number
of "FOR" votes will be elected. All other proposals require the affirmative
"FOR" vote of a majority of those shares present and entitled to vote. If
you are a beneficial owner and do not provide the stockholder of record
with voting instructions, your shares may constitute broker non-votes, as
described in "What is the quorum requirement for the meeting?" below. In
tabulating the voting result for any particular proposal, shares that
constitute broker non-votes are not considered entitled to vote on that
proposal.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?

A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.

Q: HOW CAN I OBTAIN AN ADMISSION TICKET FOR THE MEETING?

A: Two cut-out admission tickets are included on the back of this proxy
statement. A limited number of tickets are available for additional joint
owners. To request additional tickets, please contact the Cirrus Logic
Corporate Secretary at our headquarters. If you forget to bring an
admission ticket, you will be admitted to the meeting only if you are
listed as a stockholder of record as of the close of business on June 6,
2001, and bring proof of identification. If you hold your shares through a
stockbroker or other nominee and fail to bring an admission ticket, you
will need to provide proof of ownership by bringing either a copy of the
voting instruction card provided by your broker or a copy of a brokerage
statement showing your share ownership as of June 6, 2001.

Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?

A: We will announce preliminary voting results at the meeting and publish
final results in our quarterly report on Form 10-Q for the second quarter
of the fiscal year ending March 31, 2002.

Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?

A: Other than the five proposals described in this proxy statement, we do not
expect any matters to be presented for a vote at the annual meeting. If you
grant a proxy, the persons named as proxy holders, Robert W. Fay, Cirrus
Logic's Vice President and Chief Financial Officer, Steven D. Overly,
Senior Vice President, Administration, General Counsel and Secretary, and
Stephanie Lucie, Vice President and Assistant Secretary, will have the
discretion to vote your shares on any additional matters properly presented
for a vote at the meeting. If for any unforeseen reason any of our nominees
is not available as a

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candidate for director, the persons named as proxy holders will vote your
proxy for such other candidate or candidates as may be nominated by the
Board of Directors.

Q: WHAT CLASSES OF SHARES ARE ENTITLED TO BE VOTED?

A: Each share of our common stock outstanding as of the Record Date is
entitled to one vote on all items being voted upon at the annual meeting.
On the Record Date, we had approximately 73.6 million shares of common
stock issued and outstanding.

Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?

A: The quorum requirement for holding the meeting and transacting business is
a majority of the outstanding shares entitled to be voted and present in
person or represented by proxy. Both abstentions and broker non-votes are
counted as present for the purpose of determining the presence of a quorum.
Abstentions are also counted as shares present and entitled to be voted.
Broker non-votes, however, are not counted as shares present and entitled
to be voted with respect to the matter on which the broker has expressly
not voted. Thus, broker non-votes will not affect the outcome of any of the
matters being voted upon at the meeting. Generally, broker non-votes occur
when shares held by a broker for a beneficial owner are not voted with
respect to a particular proposal because the broker has not received voting
instructions from the beneficial owner and the broker lacks discretionary
voting power to vote such shares.

Q: IS CUMULATIVE VOTING PERMITTED FOR THE ELECTION OF DIRECTORS?

A: No.

Q: WHO WILL COUNT THE VOTES?

A: A representative of EquiServe will tabulate the votes and act as the
inspector of the election.

Q: IS MY VOTE CONFIDENTIAL?

A: Proxy instructions, ballots and voting tabulations that identify individual
stockholders are handled in a manner that protects your voting privacy.
Your vote will not be disclosed either within Cirrus Logic or to third
parties except (1) as necessary to meet applicable legal requirements, (2)
to allow for the tabulation of votes and certification of the vote, or (3)
to facilitate a successful proxy solicitation by our Board. Occasionally,
stockholders provide written comments on their proxy card, which are then
forwarded to Cirrus Logic management.

Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?

A: The Company will pay the entire cost of preparing, assembling, printing,
mailing and distributing these proxy materials. If you choose to access the
proxy materials and/or vote over the Internet or by telephone, however, you
are responsible for Internet access or telephone charges you may incur. In
addition to the mailing of these proxy materials, the solicitation of
proxies or votes may be made in person, by telephone or by electronic
communication by our directors, officers and employees, who will not
receive any additional compensation for such solicitation activities. We
also have hired Georgeson Shareholder Communications Inc. to assist us in
the distribution of proxy materials and the solicitation of votes. We will
pay Georgeson a fee of $6,500 plus expenses for these services. We will
also reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses for forwarding
proxy and solicitation materials to our stockholders.

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Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF
STOCKHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?

A: You may submit proposals for consideration at future stockholder meetings.

STOCKHOLDER PROPOSALS: In order for a stockholder proposal to be considered
for inclusion in Cirrus Logic's proxy statement for next year's annual
meeting, the written proposal must be received by the Company no later than
February 22, 2002. Such proposals also will need to comply with Securities
and Exchange Commission regulations regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. Similarly, in order for a
stockholder proposal to be raised from the floor during next year's annual
meeting, written notice must be received by Cirrus Logic no later than
February 22, 2002, and shall contain such information as required under our
Bylaws.

COPY OF BYLAW PROVISIONS: You may contact the Cirrus Logic Corporate
Secretary at our headquarters for a copy of the relevant Bylaw provisions
regarding the requirements for making stockholder proposals and nominating
director candidates.

BOARD STRUCTURE AND COMPENSATION

Our Board currently has seven directors and the following three committees:
Audit, Compensation and Governance. The membership and the function of each
committee are described below. During the fiscal year ended March 31, 2001, the
Board held seven meetings and each director attended at least 85% of all Board
and applicable committee meetings. The members of the committees are identified
in the following table:

NAME OF DIRECTOR AUDIT COMPENSATION GOVERNANCE
- ---------------- ----- ------------ ----------

Non-Employee Directors:
D. James Guzy X
Michael L. Hackworth X Chair
Harold J. Raveche X X
Walden C. Rhines Chair X
Robert H. Smith Chair X X
Employee Directors:
Suhas S. Patil
David D. French
Number of Meetings in 5 2 0
Fiscal Year Ended March 31, 2001

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AUDIT COMMITTEE

The Audit Committee is composed of three independent directors who review
our auditing, accounting, financial reporting and internal control functions and
select our independent auditors. In addition, the committee monitors the
non-audit services of our independent auditors. In discharging its duties, the
Committee:

o reviews and approves the scope of the annual audit and the independent
auditors' fees;

o meets independently with our independent auditors and our senior
management; and

o reviews the general scope of our accounting, financial reportings, annual
audit and matters relating to internal control systems, as well as the
results of the annual audit.

For additional information relating to the Audit Committee, see the Report of
the Audit Committee of the Board of Directors on page 35 of this proxy
statement.

COMPENSATION COMMITTEE

The Compensation Committee determines, approves and reports to the Board
all elements of compensation for our executive officers including bonuses, as
described below in pages 32 through 35 of this proxy statement.

GOVERNANCE COMMITTEE

The Governance Committee meets or takes written action on special projects
designated by the Board from time to time.

DIRECTOR COMPENSATION ARRANGEMENTS

The following table provides information on Cirrus Logic's compensation and
reimbursement practices for non-employee directors during fiscal year ended
March 31, 2001. Directors who are employed by the Company do not receive any
compensation for their Board activities.

Quarterly Director Retainer............................................... $ 6,250
Board Meeting Attendance Fees (per day in attendance)..................... $ 2,000
Special Telephonic Board Meeting Attendance Fees.......................... $ 500
Committee Meeting Attendance Fees......................................... $ 250

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PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

ELECTION OF DIRECTORS

There are six nominees for election to our Board this year. All of the
nominees have served as directors since the last annual meeting. Information
regarding the business experience of each nominee is provided below. All
directors are elected annually to serve until the next annual meeting and until
their respective successors are elected. There are no family relationships among
our executive officers and directors.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF
EACH OF THE FOLLOWING NOMINEES.

VOTE REQUIRED

The six persons receiving the highest number of votes represented by
outstanding shares of common stock present or represented by proxy and entitled
to vote will be elected. Votes withheld from any director are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business, but have no other effect.

INFORMATION ABOUT NOMINEES

MICHAEL L. HACKWORTH
Director since 1985

MICHAEL L. HACKWORTH, age 60, is currently Chairman of the Board of Cirrus
Logic, a position he has held since July 1997. He served as President and Chief
Executive Officer from January 1985 to June 1998, and continued to serve as
Chief Executive Officer until February 1999. Mr. Hackworth served as President
and Chief Executive Officer of Aspirian (a private company) from June 1999 to
September 1999.

DAVID D. FRENCH
Director since 1999

DAVID D. FRENCH, age 44, is the President and Chief Executive Officer of Cirrus
Logic. Mr. French joined the Company in June 1998 as President and Chief
Operating Officer, and assumed additional duties with his appointment as Chief
Executive Officer in February 1999. As President and CEO, Mr. French oversees
worldwide operations and corporate functions. Formerly a Vice President and
General Manager for Analog Devices from February 1988 to June 1998, Mr. French
has worked in the semiconductor industry for more than 20 years, mostly as a
manager of businesses focused on embedded applications.

D. JAMES GUZY
Director since 1984

D. JAMES GUZY, age 65, is Chairman of SRC Computer Corporation, a developer of
computer systems. He is also Chairman of the Board of PLX Technology,
Incorporated and he has served as president of the Arbor Company, a limited
partnership involved in the electronics and computer industry, since 1969. Mr.
Guzy is also a director of Intel Corporation, Micro Component Technology, Inc.,
Novellus Systems, Inc., Davis Selected Group of Mutual Funds and Alliance
Capital Management Technology Fund.

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SUHAS S. PATIL
Director since 1984

SUHAS S. PATIL, age 56, a founder of Cirrus Logic's predecessor company in 1981,
and a founder of Cirrus Logic in 1984, was appointed Chairman Emeritus in July
1997. Prior to that time, he served as Chairman of the Board from 1984 to July
1997, and has held various offices within Cirrus Logic.

WALDEN C. RHINES
Director since 1995

WALDEN C. RHINES, age 54, is the Chairman and Chief Executive Officer and a
director of Mentor Graphics Corporation, a maker of electronic design automation
products. Mr. Rhines has been employed by Mentor Graphics since 1993. He is also
a director of TriQuint Semiconductor.

ROBERT H. SMITH
Director since 1990

ROBERT H. SMITH, age 64, is the Executive Vice President, Finance and
Administration, Chief Financial Officer and Secretary of Novellus Systems, Inc.,
a capital equipment manufacturer. Mr. Smith joined Novellus in 1995.

PROPOSAL NO. 2

APPROVAL OF AMENDMENT TO 1996 STOCK OPTION PLAN

The Company's stockholders are being asked to approve an amendment to the
1996 Stock Plan (the "1996 Plan"), which will increase the number of shares of
the Company's common stock reserved for issuance under the 1996 Plan by an
additional 3,300,000 shares. This proposed number represents less than 5% of the
number of shares of common stock of the Company issued and outstanding on April
30, 2001.

The Board of Directors believes the amendment is imperative to assure that
a sufficient reserve of the Company's common stock remains available for
issuance under the 1996 Plan to allow the Company to continue to utilize equity
incentives to attract and retain the services of key individuals essential to
the Company's long-term growth and financial success. Equity incentives play a
significant role in the Company's efforts to remain competitive in the market
for talented individuals in a high-tech and highly competitive environment. The
Company relies on these incentives as means to attract and retain highly
qualified individuals in the positions vital to the Company's success.

In addition, the Company has acquired other companies in the past, and
anticipates future acquisitions. It is important that the Company be able to
offer equity incentives to employees of the companies acquired so that they
remain incented after the acquisition has been completed.

The recent decline in the stock market, particularly affecting high tech
companies, has negatively impacted the Company. As of April 30, 2001, of the
9,246,009 shares of common stock that were subject to outstanding options under
the 1996 Plan, 5,580,700 options, or approximately 60% of all options
outstanding under the 1996 Plan, were underwater. This means that the exercise
price of 60% of the options outstanding was higher than the Company's stock
price as quoted on NASDAQ. In addition, as of April 30, 2001, over 50% of all
options outstanding under all of the Company's option plans were underwater.
This

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means that the exercise price of over 50% of all options outstanding was higher
than the Company's stock price as quoted on NASDAQ. Declining stock market
prices make retention more difficult, as prior equity grants contain less value
and key employees pursue equity opportunities elsewhere, where their initial
stock option grant is competitive in the current market environment.

The Company has evaluated alternative ways to incent employees, such as
repricing options, but has decided against any of these alternatives. The
Company feels it is imperative to be able to continue to grant options to
employees to remain competitive in its industry and its geographic location.

The following is a summary of the principal features of the 1996 Plan, as
most recently amended. Any stockholder who wishes to obtain a copy of the actual
plan document may do so upon written request to the Corporate Secretary at the
Company at 4210 S. Industrial Drive, Austin, Texas 78744.

The amendment was adopted by the board of directors on April 25, 2001,
subject to stockholder approval at the annual meeting. Proposal 2 seeks
stockholder approval of this amendment.

EQUITY INCENTIVE AWARDS

Two types of awards may be made under the 1996 Plan: (i) stock options and
(ii) stock purchase rights. The principal features of each award are described
below. The Compensation Committee of the Board has the exclusive authority to
grant stock options and issue stock purchase rights to the Company's executive
officers and non-employee Board members and also has the authority to make
option grants and issue stock purchase rights to all other eligible individuals.
However, the Board may at any time appoint a secondary committee of one or more
Board members to have separate but concurrent authority with the Compensation
Committee to make option grants and issue stock purchase rights to individuals
other than the Company's executive officers and non-employee Board members.

The term "1996 Plan Administrator," as used in this summary, means the
Compensation Committee and any secondary committee, to the extent each such
entity is acting within the scope of its administrative jurisdiction under the
1996 Plan.

SHARE RESERVE

12,000,000 shares of the Company's common stock have been reserved for
issuance over the term of the 1996 Plan, not including the 3,300,000 shares of
common stock subject to this Proposal.

As of April 30, 2001, 9,246,009 shares of common stock were subject to
outstanding options under the 1996 Plan, 1,089,656 shares of common stock had
been issued under the 1996 Plan, and 1,623,273 shares of common stock remained
available for future issuance.

No employee may receive option grants for more than 400,000 shares of
common stock in the aggregate per fiscal year other than in connection with the
employee's initial employment, for which option grants to purchase an additional
800,000 shares may be authorized. Stockholder approval of this Proposal will
also constitute a reapproval of the 400,000-share limitation for purposes of
Internal Revenue Code Section 162(m). The aggregate number of shares subject to
stock purchase rights may not exceed 1,200,000 shares.

The shares of common stock issuable under the 1996 Plan may be drawn from
shares of the Company's authorized but unissued shares of such common stock or
from shares of such common stock reacquired by the Company, including shares
repurchased on the open market.

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In the event any change is made to the outstanding shares of common stock
by reason of any recapitalization, stock dividend, stock split, combination of
shares, exchange of shares or other change in corporate structure effected
without the Company's receipt of consideration, appropriate adjustments will be
made to the securities issuable (in the aggregate and per employee) under the
1996 Plan and the securities and the exercise price per share in effect under
each outstanding option.

ELIGIBILITY

Employees (including officers) and independent consultants in the service
of the Company and its subsidiaries (whether now existing or subsequently
established) are eligible to participate in the 1996 Plan. Non-employee Board
members who are paid only a director's fee or who the Company does not
compensate for their services are ineligible to participate in the 1996 Plan.

As of April 30, 2001, each of the executive officers, two employee Board
members, and approximately 1,312 other employees and consultants were eligible
to participate in the 1996 Plan.

VALUATION

The fair market value per share of common stock on any relevant date under
the 1996 Plan will be deemed to be equal to the closing selling price per share
on that date on the Nasdaq National Market. On April 30, 2001, the fair market
value per share determined on such basis was $16.26.

DISCRETIONARY OPTION GRANTS

The 1996 Plan Administrator has complete discretion under the 1996 Plan to
determine which eligible individuals are to receive option grants, the time or
times when those grants are to be made, the number of shares subject to each
such grant, the status of any granted option as either an incentive stock option
or a non-statutory option under the federal tax laws, the vesting schedule (if
any) to be in effect for the option grant and the maximum term for which any
granted option is to remain outstanding.

Each granted option will have an exercise price per share determined by the
1996 Plan Administrator, but the exercise price will not be less than the fair
market value of the shares on the grant date. No granted option will have a term
in excess of ten years, and the option will generally become exercisable in one
or more installments over a specified period of service measured from the grant
date. However, one or more options may be structured so that they will be
immediately exercisable for any or all of the option shares; the shares acquired
under those options will be subject to repurchase by the Company, at the
exercise price paid per share, if the optionee ceases service with the Company
prior to vesting in those shares.

Upon cessation of service, the optionee will have a limited period of time
in which to exercise any outstanding option to the extent exercisable for vested
shares (in most cases, 90 days). The 1996 Plan Administrator has discretion to
extend the period following the optionee's cessation of service during which his
or her outstanding options may be exercised and/or to accelerate the
exercisability or vesting of such options in whole or in part. Such discretion
may be exercised at any time while the options remain outstanding, whether
before or after the optionee's actual cessation of service.

STOCK PURCHASE RIGHTS

Stock purchase rights may be issued at a price per share determined by the
1996 Plan Administrator. A stock purchase right gives the purchaser a period of
no longer than 90 days from the date of grant to accept the offer. A stock
purchase right is accepted by the execution of a restricted stock purchase
agreement between the Company and the purchaser. Unless the 1996 Plan
Administrator determines otherwise, the restricted stock

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purchase agreement shall give the Company a repurchase option exercisable upon
the voluntary or involuntary termination of the purchaser's employment or
consulting relationship with the Company for any reason (including death and
disability). The purchase price for any shares repurchased by the Company shall
be the original price paid by the purchaser. The repurchase option lapses at a
rate determined by the Administrator.

ACCELERATION

In the event that the Company is acquired by merger or asset sale, each
outstanding option may be assumed or equivalent options may be substituted by
the successor corporation. If the successor corporation does not assume the
options or substitute an equivalent option, then the option that is not to be
assumed or replaced will automatically accelerate in full, and all unvested
shares outstanding under options or stock purchase rights will immediately vest,
except to the extent the Company's repurchase rights with respect to those
shares are to be assigned to the successor corporation.

In the event of the proposed dissolution or liquidation of the Company, the
1996 Plan Administrator has the discretion to accelerate outstanding options or
stock purchase rights for a period ending ten days prior to the transaction.

FINANCIAL ASSISTANCE

The 1996 Plan Administrator may provide for payment of consideration to
exercise outstanding options with promissory notes, shares of common stock
(owned for more than six months), reduction of Company indebtedness to the
optionee, a same day exercise/sale program through a designated broker, or any
other valid legal consideration.

AMENDMENT AND TERMINATION

The Board may amend or modify the 1996 Plan at any time, subject to any
required stockholder approval pursuant to applicable laws and regulations.
Unless sooner terminated by the Board, the 1996 Plan will terminate on the
earliest of (i) May 20, 2006, (ii) the date on which all shares available for
issuance under the 1996 Plan have been issued as fully-vested shares, or (iii)
the termination of all outstanding options in connection with certain changes in
control or ownership of the Company.

FEDERAL INCOME TAX CONSEQUENCES

Options granted under the 1996 Plan may be either incentive stock options,
which satisfy the requirements of Section 422 of the Internal Revenue Code, or
non-statutory options, which are not intended to meet such requirements. The
Federal income tax treatment for the two types of options differs as follows:

Incentive Options. No taxable income is recognized by the optionee at the
time of the option grant, and no taxable income is generally recognized at the
time the option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise disposed
of. For Federal tax purposes, dispositions are divided into two categories:
qualifying and disqualifying. A qualifying disposition occurs if the sale or
other disposition is made after the optionee has held the shares for more than
two years after the option grant date and more than one year after the exercise
date. If either of these two holding periods is not satisfied, then a
disqualifying disposition will result.

If the optionee makes a disqualifying disposition of the purchased shares,
the Company will be entitled to an income tax deduction for the taxable year in
which such disposition occurs equal to the excess of (i) the fair market value
of such shares on the option exercise date over (ii) the exercise price paid for
the shares. If the optionee makes a qualifying disposition, the Company will not
be entitled to any income tax deduction.

Non-Statutory Options. No taxable income is recognized by an optionee upon
the grant of a

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non-statutory option. The optionee will, in general, recognize ordinary income
in the year in which the option is exercised equal to the excess of the fair
market value of the purchased shares on the exercise date over the exercise
price paid for the shares, and the optionee will be required to satisfy the tax
withholding requirements applicable to such income.

If the shares acquired upon exercise of the non-statutory option are
unvested and subject to repurchase by the Company in the event of the optionee's
termination of service prior to vesting in those shares, then the optionee will
not recognize any taxable income at the time of exercise but will have to report
as ordinary income, as and when the Company's repurchase right lapses, an amount
equal to the excess of (i) the fair market value of the shares on the date the
repurchase right lapses over (ii) the exercise price paid for the shares. The
optionee may, however, elect under Section 83(b) of the Internal Revenue Code to
include as ordinary income in the year of exercise of the option an amount equal
to the excess of (i) the fair market value of the purchased shares on the
exercise date over (ii) the exercise price paid for such shares. If the Section
83(b) election is made, the optionee will not recognize any additional income as
and when the repurchase right lapses.

The Company will be entitled to an income tax deduction equal to the amount
of ordinary income recognized by the optionee with respect to the exercised
non-statutory option. The deduction will, in general, be allowed for the taxable
year of the Company in which such ordinary income is recognized by the optionee.

The tax principles applicable to stock purchase rights under the 1996 Plan
will be substantially the same as those summarized above for the exercise of
non-statutory option grants.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Company anticipates that any compensation deemed paid by it in
connection with the disqualifying dispositions of incentive stock option shares,
or the exercise of non-statutory options with exercise prices equal to the fair
market value of the option shares on the grant date, will qualify as
performance-based compensation for purposes of Section 162(m) of the Internal
Revenue Code and will not have to be taken into account for purposes of the $1
million limitation per covered individual on the deductibility of the
compensation paid to certain of our executive officers. Accordingly, all
compensation deemed paid with respect to those options will remain deductible by
the Company without limitation under Section 162(m).

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ACCOUNTING TREATMENT

Under the current accounting principles in effect for equity incentive
programs such as the 1996 Plan, the option grants under the 1996 Plan will not
result in any direct charge to the Company's reported earnings. However, the
fair value of those options is required to be disclosed in the notes to the
Company's financial statements, and the Company must also disclose, in footnotes
to the Company's financial statements, the pro-forma impact those options would
have upon the Company's reported earnings were the fair value of those options
at the time of grant treated as a compensation expense. In addition, the number
of outstanding options may be a factor in determining the Company's earnings per
share on a diluted basis.

NEW PLAN BENEFITS

No stock options have been granted, and no shares of common stock have been
issued, on the basis of the share increase that is the subject of this Proposal.

STOCKHOLDER APPROVAL

The affirmative vote of at least a majority of the outstanding shares of
common stock present in person or by proxy at the annual meeting and entitled to
vote is required for approval of the amendment to the 1996 Plan. Should such
stockholder approval not be obtained, then the 3,300,000 share increase to the
share reserve under the 1996 Plan will not be implemented. The 1996 Plan will,
however, continue in effect, and option grants and stock purchase rights may
continue to be made under the 1996 Plan until all the shares available for
issuance under the 1996 Plan have been issued pursuant to such option grants and
direct stock issuances.

STOCK AWARDS

The following table sets forth information with respect to options granted
to each of the executive officers named in the Summary Compensation Table of the
Executive Compensation section of this proxy statement, the number of shares of
common stock subject to option grants made under the 1996 Plan from March 26,
2000 through March 31, 2001, together with the weighted average exercise price
payable per share. In addition, the table provides information regarding grants
of restricted stock purchase rights during the same period.

OPTION TRANSACTIONS

NUMBER OF
SHARES
UNDERLYING WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
NAME AND POSITION GRANTED (#) PER SHARE ($)
- ----------------- ----------- ----------------

David D. French ........................................................... 300,000 24.34
President, Chief Executive Officer, and Director Nominee
Terry Leeder .............................................................. 75,000 21.98
Vice President, Sales
Robert V. Dickinson (1) ................................................... 75,000 21.98
Vice President and General Manager, Optical Storage Division
Robert W. Fay ............................................................. 70,000 28.03
Vice President and Chief Financial Officer
Jason Carlson ............................................................. 50,000 32.56
Vice President and General Manager, Crystal Products Division
All executive officers as a group (11) .................................... 1,017,000 25.06
All other employees who received options as a group (1,274) ............... 5,727,139 26.84

- ----------
(1) Mr. Dickinson's employment terminated on April 13, 2001.

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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSAL
TO AMEND THE COMPANY'S STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE UNDER THE 1996 PLAN BY AN ADDITIONAL 3,300,000 SHARES.

PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO 1990 DIRECTORS' STOCK OPTION PLAN

The Company's stockholders are being asked to approve an amendment to the
1990 Directors' Stock Option Plan (the "Directors' Plan"), which will increase
the number of shares of the Company's common stock reserved for issuance under
the Directors' Plan by an additional 150,000 shares.

The Directors' Plan was adopted by the Board of Directors in January 1990
and approved by the stockholders in July 1990. A total of 240,000 shares of
Common Stock were initially reserved for issuance thereunder. Subsequent
amendments to the Directors' Plan increased the shares reserved to a total of
470,000.

On April 25, 2001, the Board of Directors approved an amendment to increase
the shares reserved for issuance under the Directors' Plan by an additional
150,000 shares, bringing the total number of shares reserved for issuance under
the Directors' Plan to 620,000, if approved by the shareholders. In addition,
the Board of Directors approved an amendment to the Directors' Plan to increase
the annual automatic grant made to each outside director from 5,000 options to
10,000 options. Any stockholder who wishes to obtain a copy of the actual plan
document may do so upon written request to the Corporate Secretary of the
Company at 4210 S. Industrial Drive, Austin, Texas 78744.

Proposal 3 seeks stockholder approval of these amendments.

ADMINISTRATION

The Directors' Plan is administered by the Board of Directors. All options
under the Directors' Plan shall be either automatic options or special options.
The timing of the grant of automatic options is determined by the Directors'
Plan and no discretion is permitted. The grant of special options shall be made
at the discretion of the Board (exclusive of the optionee); provided, however,
that no special option shall become exercisable unless approved by the
stockholders of the Company. No member of the Board may vote on the grant of any
option that relates to himself.

ELIGIBILITY

Only non-employee Directors ("Outside Directors") may participate in the
Directors' Plan. As of March 31, 2001, there were four Outside Directors
eligible to participate in this plan.

AUTOMATIC OPTION GRANTS

Each Outside Director is automatically granted an initial option to
purchase 25,000 shares of Common Stock upon the date such person first becomes a
Director, whether through election by the stockholders of the Company or
appointment by the Board of Directors to fill a vacancy. Each Outside Director
automatically receives, upon his annual reelection to the Board, an additional
option to purchase 10,000 shares of Common Stock.

SPECIAL OPTION GRANTS

Grants of special options shall be made at the discretion of the Board
(exclusive of the optionee); provided, however, that no special

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option shall become exercisable unless approved by the stockholders of the
Company.

TERMS OF OPTIONS

Options granted under the Directors' Plan shall have a term of ten years
and are exercisable only while the Outside Director remains an Outside Director
of the Company or within seven months of the date the Outside Director ceases to
serve as a Director. The exercise price of automatic options is 100% of the fair
market value per share on the date of grant of the option. The exercise price of
the special options shall be as determined by the Board (subject to stockholder
approval of the grant) and may be less than 100% of fair market value.

Initial automatic options are immediately exercisable and subject to
repurchase by the Company as to any unvested shares upon cessation of status as
an Outside Director. The Shares subject to the initial automatic option vest
cumulatively as to one-quarter of the aggregate number of shares on the first
annual anniversary of the date of grant and as to one forty-eighth of the total
shares each month thereafter; provided, however, that if the optionee ceases to
serve as an Outside Director of the Company, vesting ceases as of the date of
termination. Annual automatic options are fully vested on the date of grant and
are immediately exercisable. Special options shall be subject to vesting as
determined by the Board of Directors and approved by the stockholders.

Options granted under the Directors' Plan are intended to comply with Rule
16b-3 (or any successor rule) and shall contain any such additional conditions
or restrictions as may be required to qualify for the maximum exemption from
Section 16 of the Securities Exchange Act with respect to Directors' Plan
transactions.

EXERCISE OF OPTIONS

An option is exercised by giving written notice of exercise to the Company,
specifying the number of full shares of Common Stock to be purchased, and
tendering payment to the Company of the purchase price. The payment shall
consist entirely of cash, check, other shares of Common Stock having a fair
market value on the date of surrender equal to the aggregate exercise price of
the shares as to which the option shall be exercised (which, if acquired from
the Company, shall have been held for at least six months), or any combination
of such methods of payment.

DISABILITY OF OPTIONEE

If an Outside Director ceases to serve as a Director or is unable to
continue his service as a Director with the Company as a result of total and
permanent disability (as defined in Section 22(e)(3) of the Internal Revenue
Code), the Outside Director may exercise the option, but only within seven
months after the date he ceases to be a Director of the Company, and only to
purchase vested shares. To the extent that he was not entitled to exercise an
option at the date of such termination, or if he does not exercise such option
(which he or she was entitled to exercise) within the time specified herein, the
option shall terminate.

DEATH OF OPTIONEE

If the optionee dies during the term of the option and the optionee was, at
the time of his death, an Outside Director of the Company and who shall have
been in continuous status as a Director since the date of grant of the option,
the option may be exercised, at any time within seven months following the date
of death, by the optionee's estate or by a person who acquired the right to
exercise the option by bequest or inheritance, but only to the extent of the
shares that had vested at the date of death.

If the optionee dies within seven months after the termination of
continuous status as a Director, then the option may be exercised, at any time
within seven months following the termination of the optionee's continuous
status as a Director, or three months after the date of

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death, whichever is later, by the optionee's estate or by a person who acquired
the right to exercise the option by bequest or inheritance, but only to the
extent of the shares that had vested at the date of termination.

CAPITALIZATION CHANGES

In the event of any changes in the capitalization of the Company effected
without receipt of consideration by the Company, such as stock splits or stock
dividends, resulting in an increase or decrease in the number of shares of
Common Stock, proportionate adjustments will be made by the Company in the
shares subject to purchase and in the price per share.

EFFECT OF LIQUIDATION, DISSOLUTION, SALE OF ASSETS OR MERGER

In the event of a liquidation or dissolution of the Company, all options
will terminate immediately before consummation of such event. In the event of a
proposed sale of all or substantially all of the assets of the Company, or
merger of the Company with or into another corporation, all options shall be
assumed or equivalent options shall be substituted, by such successor
corporation or a parent or subsidiary of such successor corporation. If such
successor corporation refuses to assume the option or to substitute an
equivalent option, the Board shall, in lieu of such assumption or substitution,
provide that the optionee shall have the right to exercise the option as to all
of the optioned shares, including shares as to which the option would not
otherwise be exercisable, or that the restrictions on unvested shares shall be
removed, as the case may be. If the Board makes an option fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the optionee that the option shall be fully exercisable
for a period of 15 days from the date of such notice, and the option will
terminate upon the expiration of such period.

AMENDMENT AND TERMINATION

The Board of Directors may amend, alter, suspend or discontinue the
Directors' Plan; provided, however, that the terms of automatic options may not
be amended more than once in any six-month period. The Company shall obtain
stockholder approval of any Directors' Plan amendment that is required to comply
with Rule 16b-3. No action by the Board may affect options already granted under
the Directors' Plan without the consent of the optionee. The Directors' Plan
will terminate on January 16, 2010, unless terminated earlier by the Board.

FEDERAL INCOME TAX CONSEQUENCES

Options granted under the Directors' Plan are nonstatutory stock options.
An optionee will not recognize any taxable income at the time he is granted a
nonstatutory option. However, upon its exercise, the optionee will recognize
taxable income, generally measured by the excess of the then fair market value
of the shares of Common Stock purchased over the purchase price. Upon resale of
such shares by the optionee, any difference between the sale price and the
optionee's purchase price, to the extent not recognized as taxable income as
provided above, will be treated as long-term or short-term capital gain or loss,
depending on the holding period.

The Company will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory option.

STOCKHOLDER APPROVAL

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under this plan on the basis of such increase will immediately terminate without
ever becoming exercisable for the shares of common stock subject to those
options, and no additional options or stock purchase rights will be made on the
basis of such increase. The Directors' Plan will, however, continue in effect,
and option grants and stock purchase rights may continue to be made under this
plan until all the shares available for issuance under the plan have been issued
pursuant to such option grants and direct stock issuances.

PARTICIPATION IN THE DIRECTORS' PLAN

The grant of options under the Directors' Plan is determined by the
Directors' Plan with respect to automatic options and is subject to the
individual director's election, appointment or reelection to the Board. The
grant of special options is at the discretion of the Board of Directors and the
approval of the stockholders of the Company. Only Outside Directors are eligible
to participate in the Directors' Plan. The following table sets forth
information with respect to options granted under the Directors' Plan from March
26, 2000 through March 31, 2001 to the current Outside Directors. The term of
all options outstanding under the Option Plan is ten years from date of grant.

OPTION TRANSACTIONS

WEIGHTED
SHARES AVERAGE
SUBJECT TO EXERCISE PRICE
OPTIONS PER SHARE
NAME (OR GROUP) AND POSITION GRANTED (#) ($/SH.)
- ---------------------------- ----------- ----------------

Michael L. Hackworth ....................................................... 0 N/A
Chairman of the Board and Director Nominee
D. James Guzy .............................................................. 5,000 44.125
Director Nominee
Harold J. Raveche .......................................................... 25,000 44.125
Director
Walden C. Rhines ........................................................... 5,000 44.125
Director Nominee
Robert H. Smith ............................................................ 5,000 44.125
Director Nominee
All current Outside Directors as a group (5 persons) ....................... 40,000 44.125

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSAL
TO AMEND THE DIRECTORS' STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE UNDER THE 1996 DIRECTORS' PLAN BY AN ADDITIONAL 150,000
SHARES.

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PROPOSAL NO. 4

APPROVAL OF AMENDMENT TO EMPLOYEE STOCK PURCHASE PLAN

The Company's stockholders are being asked to approve an amendment to the
Second Amended and Restated 1989 Employee Stock Purchase Plan (the "Purchase
Plan"), which will increase the number of shares of the Company's common stock
reserved for issuance under the Purchase Plan by an additional 200,000 shares.

The Purchase Plan was adopted by the Board of Directors in March 1989 and
approved by the stockholders in May 1989. A total of 200,000 shares of Common
Stock were initially reserved for issuance thereunder. By subsequent amendments
to the Purchase Plan, the shares reserved have been increased to 5,600,000
shares. Any stockholder who wishes to obtain a copy of the actual plan document
may do so upon written request to the Corporate Secretary of the Company at 4210
S. Industrial Drive, Austin, Texas 78744.

On April 25, 2001, the Board of Directors approved an amendment to the
Purchase Plan to further increase the aggregate number of shares authorized for
issuance thereunder by 200,000 shares, bringing the total number of shares
reserved under the Purchase Plan to 5,800,000 shares. Proposal 4 seeks
stockholder approval of this amendment.

The Board considers the increase in shares necessary to meet the Company's
current needs. The Board further believes that the Purchase Plan is an integral
component of the Company's benefits program that is intended to provide
employees with an incentive to exert maximum effort for the success of the
Company and to participate in that success through the acquisition of the
Company's Common Stock. In addition, the Purchase Plan plays an important part
in employee retention, which is essential for the Company to remain competitive,
particularly when many other high-tech companies provide this type of program.
As of April 30, 2001, approximately 621, or 47%, of the Company's eligible
employees were participating in the Purchase Plan.

ADMINISTRATION

The Purchase Plan is administered by the Compensation Committee of the
Board of Directors.

ELIGIBILITY

Only employees may participate in the Purchase Plan. For this purpose, an
"employee" is any person who is regularly employed at least 20 hours per week
and five months per calendar year by the Company or any of its majority-owned
subsidiaries. No employee shall be permitted to subscribe for shares under the
Purchase Plan if, immediately upon purchase of the shares, the employee would
own 5% or more of the total combined voting power or value of all classes of
stock of the Company or its subsidiaries (including stock issuable upon exercise
of options held by him or her), nor shall any employee be granted an option that
would permit him or her to buy more than $25,000 worth of stock under the
Purchase Plan in any calendar year.

OFFERING PERIOD

There is generally one offering under the Purchase Plan during each six
month period. Since 1994, the offering periods have coincided with the
accounting and payroll schedules and include 13 pay periods per offering. The
current offering will end on June 30, 2001. The first day of an offering period
is referred to as the "Offering Date." The last day of an offering period is
referred to as the "Exercise Date."

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PURCHASE PRICE

The purchase price per share at which shares will be sold in an offering
under the Purchase Plan is the lower of (i) 85% of the fair market value of a
share of Common Stock on the Offering Date or (ii) 85% of the fair market value
of a share of Common Stock on the Exercise Date. The fair market value of the
Common Stock on a given date shall be the closing price as reported in the Wall
Street Journal.

PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS

The purchase price of the shares is accumulated by payroll deductions over
the offering period. The Purchase Plan provides that the aggregate of such
payroll deductions during the offering period shall not exceed 15 percent of
total compensation during said offering period. However, beginning with the
offering of July 1, 1990, each participant was limited to ten percent of base
compensation and the right to purchase a maximum of 500 shares in each offering.
Such restrictions will apply until the Compensation Committee takes further
action. During the offering period, a participant may discontinue his or her
participation in the Purchase Plan, and may decrease but not increase the rate
of payroll deductions.

All payroll deductions made for a participant are credited to the
participant's account under the Purchase Plan and are included with the general
funds of the Company. Funds received upon sales of stock under the Purchase Plan
are used for general corporate purposes.

WITHDRAWAL

A participant may terminate his or her interest in a given offering by
signing and delivering to the Company a notice of withdrawal from the Purchase
Plan at least 15 days prior to the Exercise Date of the offering period.

TERMINATION OF EMPLOYMENT

Termination of a participant's employment for any reason, including
retirement or death, cancels his or her participation in the Purchase Plan
immediately. In such event the payroll deductions credited to the participant's
account will be returned without interest to such participant or his or her
heirs.

CAPITALIZATION CHANGES

In the event of any changes in the capitalization of the Company effected
without receipt of consideration by the Company, such as stock splits or stock
dividends, resulting in an increase or decrease in the number of outstanding
shares of Common Stock, proportionate adjustments will be made by the Company in
the shares subject to purchase and in the price per share.

EFFECT OF LIQUIDATION, DISSOLUTION, SALE OF ASSETS OR MERGER

In the event of liquidation or dissolution of the Company, an employee's
participation in the Purchase Plan will be terminated immediately before
consummation of such event unless otherwise provided by the Board. In the event
of a sale of all or substantially all of the assets of the Company or a merger
of the Company with or into another corporation, the employee's rights may be
satisfied by assumption of the Company's obligations by such acquiring or
successor corporation. If such corporation refuses to assume those obligations,
the Board shall allow the immediate exercise of the employee's rights for
fifteen days, after which the employee's rights under the Purchase Plan shall
terminate.

AMENDMENT AND TERMINATION OF THE PLAN

The Board may at any time amend or terminate the Purchase Plan, except that
no such termination shall affect options previously granted and no amendment
shall make any change in an option granted prior thereto that adversely affects
the rights of any participant. Under the Purchase Plan, an amendment to increase
the number of shares reserved for

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issuance requires the approval of the stockholders of the Company. The Plan will
terminate in March 2009, unless terminated earlier by the Board.

FEDERAL INCOME TAX CONSEQUENCES

The Purchase Plan, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of Sections 421 and 423
of the Internal Revenue Code. Under these provisions, no income will be taxable
to a participant until the shares purchased under the Purchase Plan are sold or
otherwise disposed of. Upon sale or other disposition of the shares, the
participant will generally be subject to tax and the amount of the tax will
depend upon the holding period. If the shares are sold or otherwise disposed of
more than two years from the Offering Date, the participant will recognize
ordinary income measured as the lesser of (a) the excess of the fair market
value of the shares at the time of such sale or disposition over the purchase
price, or (b) an amount equal to 15% of the fair market value of the shares as
of the Offering Date. Any additional gain will be treated as long-term capital
gain. If the shares are sold or otherwise disposed of before the expiration of
this two-year holding period, the participant will recognize ordinary income
generally measured as the excess of the fair market value of the shares on the
date the shares are purchased over the purchase price. Any further gain or any
loss on such sale or disposition will be treated as capital gain or loss. The
Company generally is not entitled to a deduction for amounts taxed as ordinary
income or capital gain to a participant, except to the extent of ordinary income
recognized by participants upon a sale or disposition of shares prior to the
expiration of the holding period described above and subject to the limitation
on deductibility set forth in Section 162(m) of the Code.

STOCKHOLDER APPROVAL

The affirmative vote of at least a majority of the outstanding shares of
common stock present in person or by proxy at the annual meeting and entitled to
vote is required for approval of the amendment to the Purchase Plan. Should such
stockholder approval not be obtained, then the 200,000 share increase to the
share reserve under the Purchase Plan will not be implemented. The Purchase Plan
will, however, continue in effect, and shares may be purchased under this plan
until all of the shares available under the plan have been purchased.

PARTICIPATION IN THE PURCHASE PLAN

Participation in the Purchase Plan is voluntary and is dependent on each
eligible employee's election to participate and his or her respective
determination as to the level of payroll deductions. Accordingly, future
purchases under the Purchase Plan cannot be determined. The following table sets
forth information with respect to the shares purchased from March 26, 2000
through March 31, 2001 by (i) the executive officers named in the Summary
Compensation Table , (ii) all current executive officers as a group, and (iii)
all other employees as a group who participated in the Purchase Plan.

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STOCK PURCHASES

NUMBER OF
SHARES DOLLAR
NAME AND POSITION PURCHASED (#) VALUE (1)
- ----------------- ------------- ----------

David D. French ...................................................... 1,000 4,767
President and Chief Executive Officer
Terry Leeder ......................................................... 1,000 4,767
Vice President, Sales
Robert V. Dickinson (2) .............................................. 0 N/A
Vice President, Optical Storage Division
Jason Carlson ........................................................ 0 N/A
Vice President and General Manager,
Crystal Products Division
All current participating executive officers as a group
(10 persons) .................................................... 5,348 24,843
All other employees as a group (536 persons) ......................... 243,398 1,083,599

- ----------
(1) Market value on the date of purchase, minus the purchase price under the
Purchase Plan.

(2) Mr. Dickinson's employment terminated on April 13, 2001.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSAL
TO AMEND THE COMPANY'S STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE UNDER THE PURCHASE PLAN BY AN ADDITIONAL 200,000 SHARES.

PROPOSAL NO. 5

RATIFICATION OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors has appointed Ernst & Young
LLP as Cirrus Logic's independent auditors to audit Cirrus Logic's consolidated
financial statements for the fiscal year ending March 31, 2002. During fiscal
year ended March 31, 2001, Ernst & Young LLP served as Cirrus Logic's
independent auditors and also provided certain tax services. A representative of
Ernst & Young LLP is expected to attend the meeting and be available to respond
to questions and, if they desire, to make a statement.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS CIRRUS LOGIC'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING MARCH 31, 2002.

If the appointment is not ratified, our Board will consider whether it
should select other independent auditors. Ratification of the appointment of
Ernst & Young LLP as Cirrus Logic's independent auditors for fiscal year ending
March 31, 2002, requires the affirmative vote of a majority of the shares of
common stock present or represented by proxy and entitled to vote at the
meeting.

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OTHER MATTERS

The Company knows of no other matters that will be presented for
consideration at the annual meeting. If any other matters properly come before
the annual meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they represent as the Board of Directors may
recommend. Discretionary authority with respect to such other matters is granted
by the execution of the enclosed Proxy.

ADDITIONAL INFORMATION

EXECUTIVE OFFICERS

JASON CARLSON - VICE PRESIDENT AND GENERAL MANAGER, CRYSTAL PRODUCTS DIVISION

Mr. Carlson, age 39, joined the Company in January 2000 as Vice President and
General Manager of the newly formed Consumer Audio Products Division. Prior to
joining Cirrus Logic, he was employed at AudioLogic, Inc. from June 1994 until
it was acquired by Cirrus Logic in July 1999, most recently as President and
Chief Executive Officer.

CRAIG H. ENSLEY - VICE PRESIDENT, CORPORATE MARKETING

Mr. Ensley, age 51, was elected Vice President, Corporate Marketing, in March
1999. He was Vice President and General Manager, Flat Panel Electronics
Division, from April 1997 to February 1999. Previously, he served as Vice
President of our subsidiary, Crystal Semiconductor Corporation, from 1993.

ROBERT W. FAY - VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Mr. Fay, age 54, joined the Company in November 1999 as Vice President of
Finance and was promoted in April 2000 to Vice President, Chief Financial
Officer, Treasurer and Secretary. In December 2000, his title changed to Vice
President and Chief Financial Officer. Prior to joining the Company, Mr. Fay
worked at Harris Corporation from May 1978 to November 1999, most recently as
Vice President, Mergers & Acquisitions.

DAVID D. FRENCH - CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR NOMINEE

Mr. French, age 44, is the President and Chief Executive Officer of Cirrus
Logic. Mr. French joined the Company in June 1998 as President and Chief
Operating Officer, and assumed additional duties with his appointment as Chief
Executive Officer in February 1999. As President and CEO, Mr. French oversees
worldwide operations and corporate functions. Formerly a Vice President and
General Manager for Analog Devices from February 1988 to June 1998, Mr. French
has worked in the semiconductor industry for more than 20 years, mostly as a
manager of businesses focused on embedded applications.

ROBERT A. KROMER - VICE PRESIDENT AND GENERAL MANAGER, STORAGE PRODUCTS DIVISION

Mr. Kromer, age 51, joined the Company in July 1998 as Vice President, Sales,
Mass Storage Products. He became Vice President and General Manager of the
Magnetic Storage Products Division in April 2000. Prior to joining the Company,
he served as Vice President, Worldwide Sales, at Precedence, a division of
Mentor Graphics, from September 1997 to July 1998. Prior to that position, he
was Vice President and Acting President of North America for GEC Plassey
Semiconductor since 1990.

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TERRY LEEDER - VICE PRESIDENT, SALES

Mr. Leeder, age 52, joined the Company as Vice President, Worldwide Sales, in
June 1999. Prior to joining the Company, he served as President and CEO of
Medianix Semiconductor, Inc., a manufacturer of application-specific DSP
integrated circuits from June 1994 until June 1999.

STEPHANIE LUCIE - VICE PRESIDENT AND ASSISTANT SECRETARY

Ms. Lucie, age 39, joined the Company in early February 2001 as Vice President
and Associate General Counsel, and was elected Assistant Secretary later that
month. From January 1999 until January 2001, she served as Vice President,
General Counsel and Secretary of AltaVista Company in Palo Alto, California.
Prior to that time she was employed at Compaq Computer Corporation, most
recently as Vice President and Associate General Counsel.

STEVEN D. OVERLY - SENIOR VICE PRESIDENT, ADMINISTRATION, GENERAL COUNSEL AND
SECRETARY

Mr. Overly, age 43, joined the Company in October 2000 as Senior Vice President,
Human Resources, and General Counsel. He was elected Secretary of the Company in
December 2000, and became Senior Vice President, Administration, and General
Counsel, in May 2001. Prior to joining the Company, Mr. Overly worked at
International Wireless Communications, Inc. from February 1998, most recently as
President. He also worked for six years with Lockheed Martin Telecommunications,
a division of Lockheed Martin Corporation, leaving there as Vice President and
General Counsel.

MATTHEW R. PERRY, PH.D. - VICE PRESIDENT AND GENERAL MANAGER, CRYSTAL PRODUCTS
DIVISION

Mr. Perry, age 38, is Vice President and General Manager of the Embedded
Processors Division. He joined the Company in December 1995 as Manager,
Strategic Planning and Business Development. He was Director, Marketing, from
August 1996 through May 1997, Senior Director, Engineering, from May 1997
through January 1998, and Vice President, Strategic Marketing, from January 1998
through May 1998.

STEVEN E. THOMPSON - VICE PRESIDENT AND TREASURER

Mr. Thompson, age 49, was named Vice President and Treasurer of the Company in
March 2001. From May 2000, he served as Treasurer and Senior Director. From
January 2000, he served as Senior Director of Tax. Prior to joining the Company,
he was the Vice President of Taxes for Tracor, Inc. from June 1994 until October
1998.

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STOCK OWNERSHIP

The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's common stock as of April 30,
2001 by (i) each person known to the Company to be a beneficial owner of more
than 5% of the Company's common stock; (ii) each director and nominee for
director; (iii) each of the executive officers named in the Summary Compensation
Table of the Executive Compensation section of this proxy statement; and (iv)
all current executive officers and directors of the Company as a group. Unless
otherwise indicated in the footnotes, the beneficial owner has sole voting and
investment power with respect to the securities beneficially owned, subject only
to community property laws, if applicable.

SHARES
BENEFICIALLY OWNED
---------------------------
BENEFICIAL OWNER NUMBER(1) PERCENT
- ---------------- ----------- -------

Citigroup, Inc. (2) ...................................................... 8,731,528 11.91%
Suhas S. Patil (3), Chairman Emeritus and Director ....................... 876,755 1.19%
David D. French (4), Chief Executive Officer and Director ................ 639,498 *
Michael L. Hackworth (5), Chairman of the Board .......................... 303,037 *
D. James Guzy (6), Director .............................................. 187,782 *
Jason Carlson (7), Vice President and General Manager,
Crystal Products Division ........................................... 128,178 *
Terry Leeder (8), Vice President, Sales .................................. 105,998 *
Robert W. Fay (9), Vice President and Chief Financial Officer ............ 83,664 *
Robert V. Dickinson (10), Vice President and General Manager,
Optical Storage Division ............................................ 68,088 *
Walden C. Rhines (11), Director .......................................... 26,000 *
Robert H. Smith (12), Director ........................................... 17,292 *
Harold J. Raveche, Director .............................................. 0 *
All executive officers and directors as a group (17 persons) ............. 2,956,121 3.94%

- ----------
*Less than 1% of the outstanding common stock

(1) Percentage ownership is based on approximately 73.3 million shares of
common stock issued and outstanding on April 30, 2001. Shares of common
stock, which are currently exercisable or will become exercisable within 60
days after April 30, 2001, are deemed outstanding for computing the
percentage of the person or group holding such options, but are not deemed
outstanding for computing the percentage of any other person or group.

(2) The address of Citigroup, Inc. ("Citigroup") is 399 Park Avenue, New York,
New York 10043. We obtained information about shares owned by Citigroup
from a Schedule 13F-HR filed with the SEC on May 15, 2001. The information
reported is as of March 31, 2001. Citigroup reported it has sole investment
power over all of the shares, and has sole voting power over 7,109,515
shares, shared voting power over 960 shares, and no voting power over
1,621,053 shares.

(3) Includes (a) 490,000 shares issuable upon exercise of options held by Dr.
Patil that are vested and exercisable within 60 days of April 30, 2001, (b)
316,355 shares held by Dr. Patil directly, and (c) 70,400 shares held by
family members and trusts for the benefit of family members, with respect
to which Dr. Patil does not have voting and investment power and disclaims
beneficial ownership.

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(4) Includes 337,498 shares issuable upon exercise of options held by Mr.
French that are vested and exercisable within 60 days of April 30, 2001.

(5) Includes (a) 150,000 shares issuable upon exercise of options held by Mr.
Hackworth that are vested and exercisable within 60 days of April 30, 2001,
(b) 7,588 shares held by Mr. Hackworth directly, and (c) 145,449 shares
held by Mr. Hackworth as Trustee UTD dated August 1, 1988, of which Mr.
Hackworth disclaims beneficial ownership.

(6) Includes (a) 25,000 shares issuable upon exercise of options held by Mr.
Guzy that are vested and exercisable within 60 days of April 30, 2001, (b)
30,000 shares held by Mr. Guzy directly and (c) 132,782 shares held by
Arbor Company, of which Mr. Guzy is President.

(7) Includes 44,439 shares issuable upon exercise of options held by Mr.
Carlson that are vested and exercisable within 60 days of April 30, 2001.

(8) Includes (a) 99,998 shares issuable upon exercise of options held by Mr.
Leeder that are vested and exercisable within 60 days of April 30, 2001,
and (b) 500 shares owned jointly with Mr. Leeder's spouse, to which he
claims beneficial ownership.

(9) Includes 51,664 shares issuable upon exercise of options held by Mr. Fay
that are vested and exercisable within 60 days of April 30, 2001.

(10) Includes (a) 65,000 shares issuable upon exercise of options held by Mr.
Dickinson that are vested and exercisable within 60 days of April 30, 2001,
and (b) 3,088 shares held by the Robert V. and Sylvia A. Dickinson 1984
Family Trust.

(11) Includes (a) 20,000 shares issuable upon exercise of options held by Mr.
Rhines that are vested and exercisable within 60 days of April 30, 2001,
and (b) 6,000 shares held by Mr. Rhines' spouse, to which he claims
beneficial ownership.

(12) Includes 17,292 shares issuable upon exercise of options held by Mr. Smith
that are vested and exercisable within 60 days of April 30, 2001.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table provides certain summary information concerning the
compensation earned by the Company's Chief Executive Officer and each of the
four other most highly compensated executive officers of the Company for the
fiscal year ended March 31, 2001. The table contains compensation for services
rendered in all capacities to the Company and its subsidiaries for the fiscal
years ended March 31, 2001, March 25, 2000 and March 27, 1999. No other
executive officer who would have otherwise been included in such table on the
basis of salary and bonus earned for the fiscal year ended March 31, 2001 has
been excluded by reason of his or her termination of employment or change in
executive status during that year. The listed individuals shall be hereinafter
referred to as the "Named Officers."

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION AWARDS
-------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS AWARDS OPTIONS COMPENSATION
- ------------------ ---- --------- -------- ---------- ---------- ------------

David D. French 2001 $ 415,394 $361,250(2) 0 300,000 $ 9,044(3)
President and Chief 2000 373,624 150,000(2) 0 125,000 6,237(4)
Executive Officer 1999 231,250 300,000(5) 250,000(6) 393,750 1,735(7)

Terry Leeder 2001 $ 275,000 $195,642(8) 0 75,000 $ 2,434(9)
Vice President, Sales 2000 188,225 139,735(10) 0 150,000 2,000(11)
1999 -- -- 0 0 --

Robert V. Dickinson (12) 2001 $ 247,017 $157,473(13) 0 75,000 $ 1,663(14)
Vice President and General 2000 237,159 -- 0 25,000 1,000(15)
Manager, Optical Storage 1999 175,694 134,415 0 10,000 1,000(15)
Division

Robert W. Fay 2001 $ 240,000 $178,000(16) 0 70,000 $ 2,108(17)
Vice President and Chief 2000 87,104 50,000 20,000(18) 80,000 33,005(19)
Financial Officer 1999 -- -- 0 0 --

Jason Carlson 2001 $ 190,825 $750,139(20) 0 50,000 $ 59,116(21)
Vice President and General 2000 185,228 -- 0 102,254 --
Manager, Crystal Products 1999 -- -- 0 0 --
Division

- ---------
(1) Amounts shown are before salary reductions resulting from employee
contributions to the Cirrus Logic 401(k) Profit Sharing Plan. In accordance
with the rules of the Securities and Exchange Commission, the compensation
described in this table does not include medical, group life insurance or
other benefits received by the Named Officers, which are available
generally to all salaried employees of the Company.

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(2) Mr. French's bonuses for fiscal years 2000 and 2001 were paid from the
Company's Variable Compensation Plan.

(3) This amount reflects an estimated $7,844 in interest that would have been
paid by Mr. French to the Company had the interest payable by Mr. French on
two promissory notes to the Company not been below market. The notes are
discussed below under "Employment Contracts, Termination of Employment and
Change in Control Arrangements." The Company estimates that the interest
paid by Mr. French is approximately .5% below the market rate at the time
the loans were made. In addition, this amount includes $1,200 in
compensation attributable to Mr. French for benefits provided to his
spouse.

(4) This amount reflects an estimated $6,237 in interest that would have been
paid by Mr. French to the Company had the interest payable by Mr. French on
two promissory notes to the Company not been below-market. The notes are
discussed below under "Employment Contracts, Termination of Employment and
Change in Control Arrangements." The Company estimates that the interest
paid by Mr. French is approximately .5% below the market rate at the time
the loans were made.

(5) Upon joining the Company in June 1998, Mr. French received a hiring bonus
of $150,000. Mr. French's employment agreement guaranteed a minimum payment
of $150,000 for the 1999 Variable Compensation Program. This amount was
paid in May 1999.

(6) Pursuant to his employment agreement with the Company, Mr. French received
a grant of 250,000 shares of restricted stock on June 25, 1998. These
shares vested 100% on June 25, 1999.

(7) This amount reflects an estimated $1,735 in interest that would have been
paid by Mr. French to the Company had the interest payable by Mr. French on
two promissory notes to the Company not been below-market. The notes are
discussed below under "Employment Contracts, Termination of Employment and
Change in Control Arrangements." The Company estimates that the interest
paid by Mr. French is approximately .5% below the market rate at the time
the loans were made.

(8) This amount reflects commissions received by Mr. Leeder under the fiscal
2001 Sales Commission Plan.

(9) This amount includes $2,434 paid to Mr. Leeder's account in the Cirrus
Logic 401(k) Plan.

(10) This amount includes a $50,000 bonus and $89,735 paid under the 2000 Sales
Commission Plan.

(11) This amount includes $2,000 paid to Mr. Leeder's account in the Cirrus
Logic 401(k) Plan.

(12) Mr. Dickinson's employment terminated on April 13, 2001.

(13) Mr. Dickinson's bonus for fiscal year 2001 was paid from the Company's
Variable Compensation Plan.

(14) This amount includes $1,663 paid to Mr. Dickinson's account in the Cirrus
Logic 401(k) Plan.

(15) This amount includes $1,000 paid to Mr. Dickinson's account in the Cirrus
Logic 401(k) Plan.

(16) This amount includes a $25,000 signing bonus and $153,000 in payment of Mr.
Fay's bonus for fiscal year 2001, which was paid from the Company's
Variable Compensation Plan.

(17) This amount includes $2,108 paid to Mr. Fay's account in the Cirrus Logic
401(k) Plan.

(18) Mr. Fay received a grant of 20,000 shares of restricted stock on November
8, 1999. Half of these shares vested on November 8, 2000 and half of these
shares will vest on November 8, 2001.

(19) This amount includes $32,005 in relocation expenses and $1,000 paid to Mr.
Fay's account in the Cirrus Logic 401(k) Plan.

(20) This amount includes $628,488 in connection with certain milestones met by
AudioLogic following its acquisition by the Company, and $121,651 paid from
the Company's Variable Compensation Plan.

(21) This amount includes $57,235 in payment of Mr. Carlson's relocation
expenses and $1,881 paid to Mr. Carlson's account in the Cirrus Logic
401(k) Plan.

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OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information with respect to options granted in
the fiscal year ended March 31, 2001 to the Named Officers. All the grants were
made under the Company's 1996 Option Plan. No stock appreciation rights were
granted to the Named Officers during the fiscal year.

INDIVIDUAL GRANTS
----------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE OF
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM
OPTIONS IN FISCAL PRICE EXPIRATION -----------------------------
NAME GRANTED YEAR (1) ($/SH)(2) DATE (3) 5% (4) 10% (4)
- ---- ---------- ---------- --------- ---------- ----------- ------------

D. French .............. 150,000 2.7 $ 16.13 5/24/10 $ 1,521,610 $ 7,802,725
150,000 2.7 32.56 10/2/10 3,071,521 15,750,573
T. Leeder .............. 50,000 * 16.69 04/3/10 524,812 2,691,206
25,000 * 32.56 10/3/10 511,920 2,625,095
R. Dickinson (5) ....... 50,000 * 16.69 04/3/10 524,812 2,691,206
25,000 * 32.56 10/3/10 511,920 2,625,095
R. Fay ................. 20,000 * 16.69 04/3/10 209,925 1,076,482
50,000 * 32.56 10/3/10 1,023,840 5,250,191
J. Carlson ............. 50,000 * 32.56 10/3/10 1,023,840 5,250,191

- --------
* indicates less than 1%

(1) Based on 6,699,139 shares underlying options granted to all employees
during the fiscal year ended March 31, 2001, from the 1996 Option Plan.

(2) The exercise price may be paid in cash or in shares of common stock valued
at fair market value on the exercise date. Alternatively, the option may be
exercised through a cashless exercise procedure pursuant to which the
optionee provides irrevocable instructions to a brokerage firm to sell the
purchased shares and to remit to the Company, out of the sale proceeds, an
amount equal to the exercise price plus all applicable withholding taxes.
The Compensation Committee may also assist an optionee in the exercise of
an option by (i) authorizing a loan from the Company in a principal amount
not to exceed the aggregate exercise price plus any tax liability incurred
in connection with the exercise or (ii) permitting the optionee to pay the
option price in installments over a period of years upon terms established
by the Compensation Committee.

(3) The option will become exercisable for 25% of the shares upon the
optionee's completion of one year of service measured from the grant date
and will become exercisable for the balance of the shares in 36 successive
equal monthly installments upon his or her completion of each additional
month of service thereafter.

(4) There can be no assurance provided to any executive officer or other holder
of the Company's securities that the actual stock price appreciation over
the 10-year option term will be at the assumed 5% and 10% levels or at any
other defined level. Unless the market price of the common stock
appreciates over the option term, no value will be realized from those
option grants which were made to the Named Officers with an exercise price
equal to the fair market value of the option shares on the grant date.

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33

(5) Mr. Dickinson's employment terminated on April 13, 2001. 337 shares were
vested under his April 3, 2000 grant. All other shares were unvested and
terminated on April 13, 2001.

AGGREGATED OPTIONS IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table provides information with respect to option exercises
in the fiscal year ended March 31, 2001 by the Named Officers and the value of
their unexercised options at fiscal year end. No stock appreciation rights were
held or exercised by the Named Officers as of the end of the fiscal year.

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED IN-
UNEXERCISED OPTIONS THE-MONEY OPTIONS AT
AT FISCAL YEAR END FISCAL YEAR END(2)
----------------------- --------------------------
SHARES VALUE
ACQUIRED ON REALIZED
EXERCISE ($) (1) VESTED UNVESTED VESTED UNVESTED
----------- -------- -------- ---------- ---------- ----------

D. French .............. 0 0 240,622 578,128 $1,308,382 $1,874,040
T. Leeder .............. 0 0 65,622 159,378 516,501 637,622
R. Dickinson ........... 20,000 205,600 40,000 120,000 230,000 285,938
40,000 1,487,800
R. Fay ................. 0 0 26,664 133,336 101,657 203,344
J. Carlson ............. 0 0 39,751 112,503 257,491 317,600

- ----------
(1) Based upon the market value of the purchased shares on the exercise date
less the option exercise price paid for those shares.

(2) Based upon the market value of the Company's common stock of $14.94 per
share on March 31, 2001 (the last trading day of the fiscal year), less the
exercise price.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

The Board of Directors named David D. French President and Chief Executive
Officer on February 4, 1999. Prior to becoming Chief Executive Officer, Mr.
French held the position of President and Chief Operating Officer since joining
the Company in June 1998. The Company entered into a new employment agreement
with Mr. French in April 2001, with a one-year term. During the term of the
agreement, Mr. French will be provided with the following compensation: a
minimum base salary of $450,000 per year, which was an increase from his salary
of $425,000 during the previous fiscal year; Company-paid health care coverage
for him and his eligible dependents; and an annual target bonus under the
Company's Variable Compensation Program of up to 100% of his base salary. For
the previous fiscal year, Mr. French received $361,250 in payment of his bonus
under the Variable Compensation Plan. The Variable Compensation Program is
presented below. Mr. French also received 250,000 shares of restricted stock,
which vested in June 1999, as well as the following stock option grants in
fiscal year 2001: (i) in May 2000, 150,000 shares at $16.13 per share, vesting
over four years and (ii) in October 2000, 150,000 shares at $32.56 per share,
vesting over four years.

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In the event (i) the Company terminates Mr. French's employment before
April 24, 2002 other than for Cause (as defined below), or (ii) any successor to
the Company fails or refuses to assume the employment agreement in accordance
with its provisions, Mr. French shall be entitled to receive a single, lump-sum
severance payment within fifteen (15) days of termination equal to his then
current annual base salary. The Company would also be required to pay to Mr.
French a lump-sum payment in an amount equivalent to the reasonably estimated
costs he may incur to extend for a period of twelve (12) months under the COBRA
continuation laws his group health and dental plans coverage in effect on the
date of such termination. In addition, in such event of termination, Mr.
French's options to purchase common stock would vest and would remain
exercisable for a 180-day period following termination.

For purposes of his employment agreement, the term "Cause" means (i) gross
negligence or willful misconduct in the performance of duties to the Company
after one written warning detailing the concerns and offering Mr. French
opportunities to cure; (ii) material and willful violation of federal or state
law; (iii) commission of any act of fraud with respect to the Company; (iv)
conviction of a felony or a crime causing material harm to the standing and
reputation of the Company; or (v) intentional and improper disclosure of the
Company's confidential proprietary information. For purposes of his employment
agreement, the determination of Cause shall be determined by the Board in its
sole and absolute discretion.

The Company extended two loans to Mr. French. The Company extended a bridge
loan to Mr. French for the purchase of his principal residence in Texas. The
bridge loan is for $721,899 and carries an interest rate of 5.64%. The loan is
due and payable on September 1, 2013, or 180 days following the date of his
resignation from the Company, whichever occurs first. In the event of his death
or disability, the loan will be forgiven.

The Company also advanced a loan of $750,000 to Mr. French, evidenced by a
promissory note. The note carries a 5.82% interest rate and is secured by 90,000
shares of the Company's common stock held in escrow. The note and accrued
interest are due and payable five years from the date of the note or upon
termination of employment, voluntary or involuntary, by Mr. French.

EXECUTIVE MANAGEMENT SEVERANCE PLANS

In April 1999, the Board of Directors adopted an Executive Management
Severance Plan (the "1999 Severance Plan") providing for certain benefits to
executive officers of the Company in the event that an executive is
involuntarily terminated, other than for cause. Upon such event, the 1999
Severance Plan provides for salary continuation for a period no greater than six
months. In addition, the 1999 Severance Plan provides for continued health
coverage for a period of 18 months or until the executive accepts employment
elsewhere. Outstanding stock options will continue to vest for six months or
until the executive accepts employment elsewhere and the executive will have 12
months from his or her termination date to exercise vested options.

In February 2001, the Compensation Committee approved an executive
severance plan to take effect in the event of a termination of Mr. Ensley, Mr.
Fay and/or Mr. Overly prior to or following a change of control of the Company.
In the event of a termination of one of the named executives prior to or after a
change of control of the Company, the terminated executive shall receive salary
continuation until the earlier of (i) 12 months from his termination date or
(ii) his acceptance of future employment. In addition, the

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terminated executive will receive continued health coverage for 12 months (with
such coverage becoming secondary coverage to the extent he receives comparable
coverage from a new employer) and full vesting of any unvested stock options,
with 180 days following termination to exercise the stock options. This plan
terminates on December 31, 2001, unless renewed by the Compensation Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists of directors
Hackworth, Rhines and Smith. None of these individuals was an officer or
employee of the Company at any time during the fiscal year ended March 31, 2001.
Mr. Hackworth served as the Company's President and Chief Executive Officer from
1985 until his resignation in 1999.

No executive officer of the Company has ever served as a member of the
board of directors or the compensation committee of another entity that has or
has had at the time of his service or during the same fiscal year one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

It is the duty of the Compensation Committee to review and determine the
salaries and bonuses of executive officers of the Company, including the
President and Chief Executive Officer, and to establish the general compensation
policies for these individuals. The Compensation Committee also has the sole and
exclusive authority to make discretionary option grants to the Company's
executive officers under the Company's 1996 Option Plan.

The Compensation Committee believes that the compensation programs for the
Company's executive officers should reflect the Company's performance and the
value created for the Company's stockholders. In addition, the compensation
programs should support the short-term and long-term strategic goals and values
of the Company and should reward individual contribution to the Company's
success. We are engaged in a very competitive industry, and the Company's
success depends upon its ability to attract and retain qualified executives
through the competitive compensation packages it offers to such individuals.

GENERAL COMPENSATION POLICY

The Compensation Committee's policy is to provide the Company's executive
officers with compensation opportunities that are based upon their personal
performance, the financial performance of the Company and their contribution to
that performance. These opportunities are designed to be competitive enough to
attract and retain highly skilled individuals. Each executive officer's
compensation package is comprised of three elements: (i) base salary that is
competitive with the market and reflects individual performance, (ii) annual
variable performance awards payable in cash and tied to the Company's
achievement of annual financial performance goals and (iii) long-term incentive
awards designed to strengthen the mutuality of interests between the executive
officers and the Company's stockholders. As an officer's level of responsibility
increases, a greater proportion of his or her total compensation will be
dependent upon the Company's financial performance and stock price appreciation
rather than base salary.

The Committee sets compensation levels for executives based on a review of
competitive

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information. Competitive compensation information is gathered from published
surveys of high technology company compensation levels (the "Survey Group") and
from proxy statements of particular companies that are considered generally
comparable to the Company (the "Proxy Group"). The Proxy Group includes
companies used in the peer performance graph, as well as other semiconductor or
high technology companies that are high growth, profitable, and similar in
revenue size to the Company. Recommendations by Company management are examined
in light of this information, with the intention of establishing and maintaining
competitive compensation levels.

In general, the Company has attempted to establish a strong relationship
between total cash compensation, the Company's performance, and individual
performance by maintaining base salaries at approximately the 50th percentile of
the Survey Group and Proxy Group data, and providing additional incentive
opportunities so that total cash compensation (salary plus bonus) approaches
50th percentile levels when the Company's performance is near the middle of the
semiconductor companies in the Proxy Group, and has the potential to pay in the
75th percentile level for commensurate levels of performance.

FACTORS

The principal factors that were taken into account in establishing each
executive officer's compensation package for the fiscal year ended March 31,
2001 are described below. The Compensation Committee may in its discretion apply
entirely different factors, such as different measures of financial performance,
for future fiscal years.

BASE SALARY

In setting base salaries, the Compensation Committee reviewed the data
obtained from the Survey Group and the Proxy Group. The base salary for each
officer reflects the salary levels for comparable positions within this
comparative group of companies, as well as each individual's personal
performance and internal alignment considerations. The relative weight given to
each factor varies with each individual in the sole discretion of the
Compensation Committee. Each executive officer's base salary is adjusted each
year on the basis of (i) the Compensation Committee's evaluation of the
officer's personal performance for the year and (ii) the competitive marketplace
for persons in comparable positions. The Company's performance and profitability
may also be a factor in determining the base salaries of executive officers. For
the fiscal year ended March 31, 2001, in accordance with the Company's
compensation philosophy, the base salary rates of the executive officers were
generally comparable to the 50th percentile levels of the Survey Group and Proxy
Group.

ANNUAL INCENTIVES

The Variable Compensation Plan (the "VCP") is designed to motivate and
reward the executive officers by making a significant portion of their cash
compensation directly dependent upon achieving predetermined corporate and/or
business unit financial goals. For fiscal 2001, the Company used a one-year
performance bonus plan based on operating profit targets. The VCP pool is
calculated as a percentage of the operating targets achieved multiplied by the
base pool for all employees eligible to participate in the plan and is capped at
a percentage of annual operating profit. Cash payments due are paid after the
end of the performance period for services rendered and for performance levels
achieved during the performance period.

LONG-TERM INCENTIVES

Generally, stock option grants are made annually by the Compensation
Committee to each of the Company's executive officers. Each grant is designed to
align the interests of the executive officer with those of the stockholders and
provide each individual with a significant

33
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incentive to manage the Company from the perspective of an owner with an equity
stake in the business. Each grant allows the officer to acquire shares of the
Company's common stock at a fixed price per share (the market price on the grant
date) over a specified period of time (up to ten years). Each option becomes
exercisable in a series of installments over a defined period, contingent upon
the officer's continued employment with the Company. Accordingly, the option
will provide a return to the executive officer only if he or she remains
employed by the Company during the vesting period, and then only if the market
price of the shares appreciates over the option term. In the fiscal year ended
March 31, 2001, stock options for the executive officers were granted upon
recommendation of management and approval of the Compensation Committee within
guidelines approved by the Board of Directors, and were granted at an exercise
price equal to the fair market value of the Company's common stock on the date
of grant.

The size of the option grant to each executive officer, including the
President and Chief Executive Officer, is set by the Compensation Committee at a
level that is intended to create a meaningful opportunity for stock ownership
based upon the individual's position with the Company, current performance,
anticipated future contribution based on that performance, and ability to affect
corporate and/or business unit results. The Compensation Committee also takes
into account the number of unvested options held by the executive officer in
order to maintain an appropriate level of equity incentive for that individual.
The relevant weight given to each of these factors varies from individual to
individual. The Compensation Committee has established certain guidelines with
respect to the option grants made to the executive officers, but has the
flexibility to make adjustments to those guidelines at its discretion.

PRESIDENT AND CEO COMPENSATION

The Compensation Committee reviews the President and Chief Executive
Officer's base salary annually, considering Company performance, individual
performance, and external pay practices. In setting the total compensation
payable to the Company's CEO for the fiscal year ended March 31, 2001, the
Compensation Committee sought to make that compensation competitive with the
compensation paid to chief executive officers of the companies in the Survey
Group and the Proxy Group, while at the same time assuring that a significant
percentage of compensation was tied to Company performance and stock price
appreciation. As is the case for other executives of the Company, the Company's
executive pay program as it relates to the Chief Executive Officer is highly
leveraged toward variable compensation plans that reward achievement of
pre-determined corporate goals and objectives.

In April 2001, the Compensation Committee increased Mr. French's annual
base salary to $450,000 from $425,000 in recognition of his personal performance
as CEO of the Company and with the objective of maintaining his base salary at a
competitive level when compared with the base salary levels in effect for
similarly situated chief executive officers. With respect to Mr. French's base
salary, it is the Compensation Committee's intent to provide him with a level of
stability and certainty each year and not have this particular component of
compensation affected to any significant degree by Company performance factors.
For the fiscal year ended March 31, 2001, Mr. French's base salary was
approximately at the median of the base salary levels of other chief executive
officers at the companies in the Survey Group and the Proxy Group.

The remaining components of Mr. French's 2001 fiscal year compensation were
primarily dependent upon corporate performance. Mr.

34
38

French was eligible for a cash bonus for the 2001 fiscal year of up to $425,000
conditioned on the Company's attainment of operating profit goals. He received
$361,250 in May 2001. The Compensation Committee awarded a stock option grant of
150,000 shares at $16.13 per share in May 2000 and a grant of 150,000 shares at
$32.56 in October 2000, each with four-year vesting, in order to provide him
with an equity incentive to continue contributing to the financial success of
the Company. The grants will have value for Mr. French only if the market price
of the underlying option shares appreciates over the market price in effect on
the date the grant was made.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)

Section 162(m) of the Internal Revenue Code disallows a tax deduction to
publicly held companies for compensation paid to certain of their executive
officers, to the extent that compensation exceeds $1 million per covered officer
in any fiscal year. The limitation applies only to compensation that is not
considered to be performance-based. Non-performance based compensation paid to
the Company's executive officers for the fiscal year ended March 25, 2000 did
not exceed the $1 million limit per officer. It is the Committee's objective
that, so long as it is consistent with its overall business, compensation and
retention objectives, the Company will, to the extent reasonable, endeavor to
keep executive compensation deductible for federal income tax purposes.

It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the Company's performance and the interests of the Company's
stockholders through the use of competitive and equitable executive compensation
in a balanced and reasonable manner, for both the short and long-term.

Submitted by the Compensation Committee of the Company's Board of
Directors:

Walden C. Rhines, Chairman
Michael L. Hackworth
Robert H. Smith

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The Audit Committee is comprised solely of independent directors, as
defined by the NASD rules, and it operates under a written charter adopted by
the Board of Directors, a copy of which is attached to this proxy statement as
Exhibit A. The composition of the Audit Committee, the attributes of its
members, and the responsibilities of the Committee, as reflected in its charter,
are intended to comply with applicable requirements for corporate audit
committees. The Committee reviews and assesses the adequacy of its charter on an
annual basis.

The primary focus of the Audit Committee is to assist the Board of
Directors in its general oversight of the Company's financial reporting,
internal control and audit functions. Management is responsible for the
preparation, presentation and integrity of the Company's financial statements,
accounting and financial reporting principles, internal controls and procedures
designed to assure compliance with accounting standards, applicable laws and
regulations. The Company's independent auditing firm is responsible for
performing an independent audit of the consolidated financial statements in
accordance with generally accepted auditing standards.

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39

The Committee serves an oversight role to the Board of Directors in which
it provides advice, counsel and direction to management and the auditors on the
basis of the information it receives, discussions with management and the
auditors, and the experience of the Committee's members in business, financial
and accounting matters. The Committee members are not professional auditors or
auditors, and their functions are not intended to duplicate or to certify the
activities of management and the independent auditors, nor can the Committee
certify that the independent auditors are "independent" under applicable rules.

In this context, the Audit Committee has met and held discussions with
management and Ernst & Young LLP. Management represented to the Audit Committee
that the audited financial statements of Cirrus Logic contained in the Company's
Annual Report to Stockholders for the year ended March 31, 2001, were prepared
in accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial statements with
management and the independent auditors. The Audit Committee discussed with
Ernst & Young LLP matters required to be discussed by Statement on Auditing
Standards No. 61, "Communication with Audit Committees."

The Audit Committee has received and reviewed the written disclosures and
the letter from Ernst & Young LLP required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," and the Audit
Committee discussed with Ernst & Young LLP the firm's independence.

Based upon the Audit Committee's discussions with management and the
independent auditors, and the Audit Committee's review of the representations of
management, and the report of the independent auditors to the Audit Committee,
the Committee recommended that the Board of Directors include the audited
consolidated financial statements in Cirrus Logic's Annual Report on Form 10-K
for the year ended March 31, 2001, as filed with the Securities and Exchange
Commission.

Submitted by the Audit Committee of the Company's Board of Directors:

Robert H. Smith, Chairman
D. James Guzy
Harold J. Raveche

AUDIT AND RELATED FEES

Subject to ratification by the stockholders, the Board of Directors has
reappointed Ernst &Young LLP as independent auditors to audit the financial
statements of the Company for the current fiscal year.

Fees for the last annual audit were $600,000, and all other fees were
$1,399,000, including audit-related services of $530,000 and nonaudit services
of $869,000. Audit-related services generally include fees for statutory audits,
business acquisitions, accounting consultations and SEC registration statements.
Nonaudit services primarily include tax services.

The Audit Committee has considered whether the services provided under all
other fees are compatible with maintaining Ernst & Young LLP's independence.

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40

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There has not been any transaction or series of similar transactions in the
past fiscal year to which Cirrus Logic or any of its subsidiaries was a party in
which the amount involved exceeded $60,000 and in which any director, executive
officer or holder of more than 5% of the common stock of Cirrus Logic or any
member of the immediate family of any of the foregoing persons had a direct or
indirect material interest other than the compensation agreements, which are
described where required in "Executive Compensation and Other Information."

STOCK PRICE PERFORMANCE GRAPH

The following graph shows a comparison of five-year cumulative total
stockholder return, calculated on a dividend reinvestment basis, for Cirrus
Logic, the S&P 500 Composite Index (the "S&P 500"), and the Semiconductor
Subgroup of the S&P Electronics Index (the "Semiconductors Index").

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
among Cirrus Logic, Inc., the S&P 500 Index
and the S&P Electronics (Semiconductors) Index

[GRAPH]

* $100 invested on 3/31/96 in Cirrus Logic common stock, index or peer group,
including reinvestment of dividends, if any.
** Based on fiscal year ending March 31.

Cumulative Total Return (%)
------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001

Cirrus Logic 100.00 67.13 56.06 35.29 101.04 82.70
Standard & Poor's 500 100.00 119.82 177.34 210.07 247.77 194.06
S&P Electronics (Semi- 100.00 212.23 231.75 350.97 867.43 233.49
conductors)

Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.

37
41

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings made under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings made by the Company under those statutes, neither the preceding Stock
Performance Graph nor the Compensation Committee Report is to be incorporated by
reference into any such prior filings, nor shall such graph or report be
incorporated by reference into any future filings made by the Company under
those statutes.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than ten
percent of a registered class of the Company's equity securities to file an
initial report of ownership on Form 3 and changes in ownership on Form 4 or 5
with the Securities and Exchange Commission (the "SEC"). Executive officers,
directors and greater than ten percent stockholders are also required by SEC
rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company believes
that during the last fiscal year, the following officers had late filings of
their beneficial ownership: Craig H. Ensley (one Form 5 to report previous
option grants and one Form 4 to report 2 option exercises); David D. French (one
Form 5 to report prior option grants); D. James Guzy (one Form 5 to report one
option grant); Michael L. Hackworth (two Forms 4 to report a total of eight
same-day sales); Robert A. Kromer (one Form 3 to report options granted prior to
his becoming subject to Section 16); Terry M. Leeder (three Forms 4 to report
three option grants and one stock purchase); Matthew R. Perry (one Form 5 to
report two option grants and one Form 4 to report one stock sale); Robert H.
Smith (one Form 5 to report one option grant); Steven E. Thompson (one Form 3 to
report options granted prior to his becoming subject to Section 16); Robert V.
Dickinson (one Form 4 to report three same-day sales); Thomas M. Dille (one Form
3 to report his holdings as of the date he became subject to Section 16, one
Form 5 to report two option grants, and one Form 4 to report four option
grants); Woody P. Endsley (one Form 3 to report he was subject to Section 16 and
one Form 4 to report an option grant); Gerald R. Gray (one Form 3 to report his
holdings and options granted prior to his becoming subject to Section 16 and one
Form 4 to report two option grants); John L. Melanson (one Form 3 to report his
holdings and options granted prior to becoming subject to Section 16 and one
Form 4 to report a stock purchase); J.P. Violette (one Form 3 to report his
holdings and options granted prior to becoming subject to Section 16 and one
Form 4 to report one stock sale and two same-day sales); and Alfred Teo (one
Form 5 to report one option grant and one Form 4 to report the stock repurchased
by the Company).

ANNUAL REPORT

A copy of the Annual Report of the Company for the fiscal year ended March
31, 2001 has been mailed concurrently with this proxy statement to all
stockholders entitled to notice of and to vote at the annual meeting. The Annual
Report is not incorporated into this proxy statement and is not considered proxy
solicitation material.

FORM 10-K

WE FILED AN ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND EXCHANGE
COMMISSION ON OR ABOUT JUNE 22, 2001. STOCKHOLDERS MAY OBTAIN A COPY OF THIS
REPORT, WITHOUT CHARGE AT www.cirrus.com, OR MAY REQUEST A COPY OF THE REPORT
FROM OUR INVESTOR RELATIONS DEPARTMENT BY TELEPHONE AT (510) 226-2112, BY EMAIL
AT invest@corp.cirrus.com OR BY WRITING TO THE VICE PRESIDENT OF CORPORATE
COMMUNICATIONS, AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES LOCATED AT 4210 S.
INDUSTRIAL DRIVE, AUSTIN, TX 78744.

BY ORDER OF THE BOARD OF DIRECTORS

David D. French
President and Chief Executive Officer

Austin, Texas
June 20, 2001

39
43

EXHIBIT A

CIRRUS LOGIC, INC.

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

STATEMENT OF POLICY

The primary focus of the Audit Committee is to assist the Board of Directors in
its general oversight of the Company's financial reporting, internal control and
audit functions. Management is responsible for the preparation, presentation and
integrity of the Company's financial statements, accounting and financial
reporting principles, internal controls and procedures designed to assure
compliance with accounting standards, applicable laws and regulations. The
Company's independent auditing firm is responsible for performing an independent
audit of the consolidated financial statements in accordance with generally
accepted auditing standards.

The Committee serves a board-level oversight role in which it provides advice,
counsel and direction to management and the auditors on the basis of the
information it receives, discussions with the auditors and the experience of the
Committee's members in business, financial and accounting matters. The Committee
members are not professional accountants or auditors, and their functions are
not intended to duplicate or to certify the activities of management and the
independent auditor, nor can the Committee certify that the independent auditor
is "independent" under applicable rules.

ORGANIZATION

The Committee shall be appointed by the Board of Directors and shall be
comprised of at least three directors who are independent of management and the
Company. A Chairperson and the Committee members shall be elected annually by
the affirmative vote of at least a majority of the Board of Directors.

All members of the Committee shall be considered independent if they comply with
the independence rules of the National Association of Securities Dealers.

All Committee members shall be financially literate, and at least one member
shall have accounting or related financial management expertise.

MEETINGS

The Committee shall meet at least two times annually, or more frequently as
necessary or appropriate. The Committee shall meet at least annually (or more
frequently as appropriate) with management, and the independent accountants in
separate executive sessions to discuss any matters that the Committee or any of
these groups believe should be discussed privately. In addition, the Committee
or its Chairperson shall meet quarterly with the independent accountants and
management to review the Company's financial statements consistent with Section
4 below. The Committee shall report on a regular basis its activities to the
Board and shall make such recommendations to the Board as it deems appropriate.

A-1
44

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of its
activities to the Board. The Committee should take the appropriate actions to
set the overall corporate "tone" for quality financial reporting, sound business
risk practices and ethical behavior.

The Committee is not expected to audit the Company, to define the scope of the
audit, to control the Company's accounting practices, or to define the standards
to be used in preparing the Company's financial statements. Company management
is responsible for preparing the financial statements and the independent
accounts are responsible for auditing those statements.

The following shall be the principal recurring processes of the Committee in
carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate. The Committee shall:

1. Evaluate, review, and recommend to the Board the selection (or, where
appropriate, replacement) of the Company's independent auditors, subject to
stockholders' approval.

2. Provide guidance to, and receive reports from, the Company's independent
auditors and financial management.

3. Review the interim financial statements and earnings release with
management and the independent auditors prior to filing the Company's
Quarterly Reports on Form 10-Q. The Chairperson may represent the entire
Committee for purposes of this review.

4. Discuss the results of the annual audit and quarterly review and any other
matters required to be communicated to the Committee by the independent
auditors under generally accepted auditing standards.

5. Review with management and the independent auditors the financial
statements to be included in the Company's Annual Report on Form 10-K, and
provide judgments about the quality, not just the acceptability, of
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements.

6. Prepare a report to be included in the Company's proxy statement for each
annual meeting that discloses whether the Committee (i) has reviewed and
discussed the audited financial statements with management; has discussed
Statement on Auditing Standards 61 ("SAS 61") (Communicating with Audit
Committees) and Independence Standards Board Standard No. 1 (Auditor
Independence) with the independent accountants; and (ii) has recommended to
the Board that the consolidated financial statements be included in the
Annual Report on Form 10-K for the last fiscal year.

7. Meet annually with the independent auditors to review the scope, proposed
audit fees and related detail of the forthcoming annual year-end audit to
be conducted by the independent auditors. Review the extent of "non-audit"
services and related fee proposals that may be requested from the
independent auditors from time to time.

A-2
45

8. Discuss with management and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, including the
Company's system to monitor and manage business risk, as well as legal and
ethical compliance programs.

9. Evaluate the professional competency of the financial staff and the
internal auditors, as well as the quality of their performance in
discharging their respective responsibilities.

10. Consult with management in an effort to resolve areas of questionable
performance or deficiencies in structure or personnel.

11. Discuss with the independent auditors the auditors' independence from
management and the Company, including matters in the written disclosures
required by the Independence Standards Board.

12. Review this Charter annually and recommend to the Board appropriate changes
to it. In addition, confirm that the Charter is included as an appendix to
the annual stockholders' meeting proxy statement at least every three
years, or promptly after any significant amendment to it.

A-3
46

[CIRRUS LOGIC LOGO] [CIRRUS LOGIC LOGO]

ANNUAL MEETING OF STOCKHOLDERS ANNUAL MEETING OF STOCKHOLDERS
OMNI AUSTIN HOTEL OMNI AUSTIN HOTEL
SOUTH PARK SOUTH PARK
4140 GOVERNORS ROW 4140 GOVERNORS ROW
AUSTIN, TEXAS 78744 AUSTIN, TEXAS 78744
JULY 25, 2001 JULY 25, 2001
1:00 P.M. 1:00 P.M.

ADMIT ONE ADMIT ONE

DETACH HERE

PROXY

CIRRUS LOGIC, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY FOR 2001 ANNUAL MEETING OF STOCKHOLDERS

The undersigned stockholder of CIRRUS LOGIC, INC., a Delaware corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated June 20, 2001, and the Company's Annual Report for
the fiscal year ending March 31, 2001, and hereby appoints Robert W. Fay,
Steven D. Overly and Stephanie Lucie, and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in
the name of the undersigned, to represent the undersigned at the 2001 Annual
Meeting of Stockholders of CIRRUS LOGIC, INC., to be held on July 25, 2001 at
1:00 p.m. local time at the Omni Austin Hotel South Park, 4140 Governor's Row,
Austin, Texas 78744 and at any adjournment or adjournments thereof, and to vote
all shares of Common Stock which the undersigned would be entitled to vote, if
then and there personally present, on the matters set forth on the reverse side.

- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
48
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS, AND FOR
PROPOSALS 2, 3, 4 AND 5.

1. Election of Directors.
NOMINEES: (01) David D. French, (02) D. James Guzy, (03) Michael L.
Hackworth, (04) Suhas S. Patil, (05) Walden C. Rhines and (06) Robert H.
Smith

FOR ALL [ ] [ ] WITHHELD AS
NOMINEES TO ALL
NOMINEES

[ ]
--------------------------------------
For All Nominees Except As Noted Above

2. To approve an amendment to the 1996
Stock Plan, increasing the number of FOR AGAINST ABSTAIN
shares of Common Stock available for [ ] [ ] [ ]
grant under the plan by 3,300,000
shares.

3. To approve an amendment to the Cirrus
Logic 1990 Directors' Stock Plan,
increasing the number of shares
of Common Stock available for [ ] [ ] [ ]
grant under the plan by 150,000
shares.

4. To approve an amendment to the Cirrus
Logic Second Amended and Restated
1989 Employee Stock Purchase Plan,
increasing the number of shares FOR AGAINST ABSTAIN
of Common Stock available to [ ] [ ] [ ]
purchase under the plan by 200,000
shares.

5. To ratify the appointment of Ernst & [ ] [ ] [ ]
Young LLP as independent auditors of
the Company.

6. To transact such other business as may properly come before the meeting
or any adjournment thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature: Date: Signature: Date:
------------------ ---------- ------------------ ----------

49
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Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683).

- ----------------------------------------------------
Follow these four easy steps:

1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card.

2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).

3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name.

4. Follow the recorded instructions.

- ----------------------------------------------------

YOU VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!

================
VOTE BY INTERNET
================

It's fast, convenient, and your vote is immediately
confirmed and posted.

- ----------------------------------------------------
Follow these four easy steps:

1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card.

2. Go to the Website
http://www.eproxyvote.com/crus

3. Enter your 14-digit Voter Control Number
located on your Proxy Card above your name.

4. Follow the instructions provided.

- ----------------------------------------------------

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DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

DETACH HERE