Employee Stock Purchase Plan – Altera Corp.

ALTERA CORPORATION

1987 EMPLOYEE STOCK PURCHASE PLAN

(as amended and restated May 10, 2011)

The following constitute the provisions of the 1987 Employee Stock Purchase
Plan, as amended and restated May 10, 2011, of Altera Corporation.

1.Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an “Employee Stock Purchase Plan”
under Section 423 of the Internal Revenue Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
uniform and nondiscriminatory basis consistent with the requirements of Section
423.

2.Definitions.

(a)”Administrator” shall mean the Board or any Committee designated by
the Board to administer the plan pursuant to Section 15 of the Plan.

(b)”Board” shall mean the Board of Directors of the Company.

(c)”Change of Control” shall mean the occurrence of any of the
following events:

(i)Any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the
Company’s then outstanding voting securities; or

(ii)The consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets; or

(iii)The consummation of a merger or consolidation of the Company, with any
other corporation, other than a merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company, or such surviving entity or its parent outstanding immediately
after such merger or consolidation.

(iv)A change in the composition of the Board, as a result of which fewer than
a majority of the Directors are Incumbent Directors. “Incumbent Directors” shall
mean Directors who either (A) are Directors of the Company, as applicable, as of
the date hereof, or (B) are elected, or nominated for election, to the Board
with the affirmative votes of at least a majority of those Directors whose
election or nomination was not in connection with any transaction described in
subsections (i), (ii) or (iii) or in connection with an actual or threatened
proxy contest relating to the election of directors of the Company.

(d)”Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)”Committee” means a committee of the Board appointed by the Board
in accordance with Section 15 hereof.

(f)”Common Stock” shall mean the common stock of the Company.

(g)”Company” shall mean Altera Corporation, a Delaware corporation.

(h)”Compensation” shall mean all base straight time gross earnings,
sales commissions and sales incentives, but exclusive of payments for overtime,
shift premiums, other incentive payments, bonuses or other compensation.

(i)”Designated Subsidiary” shall mean any Subsidiary selected by the
Administrator as eligible to participate in the Plan.

(j)”Eligible Employee” shall mean any individual who is a common law
employee of the Company or any Designated Subsidiary and whose customary
employment with the Company or Designated Subsidiary is at least twenty (20)
hours per week and more than five (5) months in any calendar year. For purposes
of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds 90 days and the individual’s right to
reemployment is not guaranteed either by statute or by contract, the individual
shall be deemed to have withdrawn from the Plan on the 91st day of such leave.

(k)”Exercise Date” shall mean the Trading Day on or before April 30th
and October 31st of each year.

(l)”Fair Market Value” shall mean, as of any date, the value of Common
Stock determined as follows:

(i)If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system on the date of
determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable;

(ii)If the Common Stock is regularly quoted by a recognized securities dealer
but selling prices are not reported, its Fair Market Value shall be the mean of
the closing bid and asked prices for the Common Stock on the date of

determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable;

(iii)In the absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined in good faith by the Board; or

(iv)For purposes of the Offering Date of the first Offering Period under the
Plan, the Fair Market Value shall be the initial price to the public as set
forth in the final prospectus included within the registration statement in Form
S-1 filed with the Securities and Exchange Commission for the initial public
offering of the Company’s Common Stock (the “Registration Statement”).

(m)”Offering Date” shall mean the first Trading Day of each Offering
Period.

(n)”Offering Periods” shall mean the periods of approximately twelve
(12) months during which an option granted pursuant to the Plan may be
exercised, usually commencing on the first Trading Day on or after May 1st and
November 1st of each year and terminating on the Trading Day on or before April
30th and October 31st. The duration and timing of Offering Periods may be
changed pursuant to Section 4 of this Plan.

(o)”Plan” shall mean this Employee Stock Purchase Plan.

(p)”Purchase Period” shall mean the approximately six (6) month period
commencing on one Exercise Date and ending with the next Exercise Date, except
that the first Purchase Period of any Offering Period shall commence on the
Offering Date and end with the next Exercise Date.

(q)”Purchase Price” shall mean 85% of the Fair Market Value of a share
of Common Stock on the Offering Date or on the Exercise Date, whichever is
lower; provided however, that the Purchase Price may be adjusted by the
Administrator pursuant to Section 20.

(r)”Subsidiary” shall mean a “subsidiary corporation,” whether now or
hereafter existing, as defined in Section 424(f) of the Code.

(s)”Trading Day” shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading.

3.Eligibility.

(a)Subsequent Offering Periods. Any Eligible Employee on a given
Offering Date shall be eligible to participate in the Plan.

(b)Limitations. Any provisions of the Plan to the contrary
notwithstanding, no Eligible Employee shall be granted an option under the Plan
(i) to the extent that, immediately after the grant, such Eligible Employee (or
any other person whose stock would be attributed to such Eligible Employee
pursuant to Section 424(d) of the Code) would own capital stock of the Company
and/or hold outstanding options to purchase such stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of the
capital stock of the Company or of any Subsidiary, or (ii) to the extent that
his or her rights to purchase stock under all employee stock purchase plans of
the Company and its subsidiaries accrues at a rate that exceeds Twenty-Five
Thousand Dollars ($25,000) worth of stock (determined at the Fair Market Value
of the shares at the time such option is granted) for each calendar year in
which such option is outstanding at any time.

4.Offering Periods. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1^st and November 1^st each
year, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 21 hereof. The Board
shall have the power to change the duration of Offering Periods (includ-ing the
commencement dates thereof) with respect to future offerings without shareholder
approval if such change is announced prior to the scheduled beginning of the
first Offering Period to be affected thereafter.

5.Subsequent Offering Periods. An Eligible Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan and filing it with the
Company’s Stock Administration Department prior to the applicable Offering Date.

6.Payroll Deductions.

(a)At the time a participant files his or her subscription agreement, he or
she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not exceeding 10% of the Compensation that he or
she receives on each pay day during the Offering Period; provided, however, that
should a pay day occur on an Exercise Date, a participant shall have the payroll
deductions made on such day applied to his or her account under the new Offering
Period or Purchase Period, as the case may be. A participant’s subscription
agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 11 hereof.

(b)Payroll deductions for a participant shall commence on the first payday
following the Offering Date and shall end on the last payday in the Offering
Period to which such authorization is applicable, unless sooner terminated by
the participant as provided in Section 11 hereof.

(c)All payroll deductions made for a participant shall be credited to his or
her account under the Plan and shall be withheld in whole percentages only. A
participant may not make any additional payments into such account.

(d)A participant may discontinue his or her participation in the Plan as
provided in Section 11 hereof, or decrease the rate of his or her payroll
deductions during the Offering Period by completing or filing with the Company a
new subscription agreement authorizing a change in payroll deduction rate. A
participant may increase his or her rate of payroll deductions only for a
subsequent Offering Period in which he or she is scheduled to participate and
may not increase his or her rate of payroll deductions during an outstanding
Offering Period in which such participant is currently participating. The
Administrator may, in its discretion, limit the nature and/or number of
participation rate changes during any Offering Period. Any decrease in rate
shall be effective fifteen (15) days following the Company’s receipt of the
notification.

(e)Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, the Administrator may
decrease a participant’s payroll deductions to zero percent (0%) at any time
during a Purchase Period. Payroll deductions shall recommence at the rate
provided in such participant’s subscription agreement at the beginning of the
first Purchase Period that is scheduled to end in the following calendar year,
unless terminated by the participant as provided in Section 11 hereof.

(f)At the time the option is exercised, in whole or in part, or at the time
some or all of the Company’s Common Stock issued under the Plan is disposed of,
the participant must make adequate provision for the Company’s federal, state,
or other tax withholding obligations, if any, which arise upon the exercise of
the option or the disposition of the Common Stock. At any time, the Company may,
but shall not be obligated to, withhold from the participant’s compensation the
amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by the Eligible Employee.

7.Grant of Option. On the Offering Date of each Offering Period, each
Eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company’s Common
Stock determined by dividing such Eligible Employee’s payroll deductions
accumulated prior to such Exercise Date and retained in the Participant’s
account as of the Exercise Date by the applicable Purchase Price; provided that
in no event shall an Eligible Employee be permitted to purchase during each
Purchase Period more than 10,000 shares of the Company’s Common Stock (subject
to any adjustment pursuant to Section 20 hereof), and provided further that such
purchase shall be subject to the limitations set forth in Section 3(b) and other
sections of the Plan that may limit such number. The Eligible Employee may
accept the grant of such option by turning in a completed Subscription Agreement
to the Company on or prior to an Offering Date. The Administrator may, for
future Offering Periods, increase or decrease, in its absolute discretion, the
maximum number of shares of the Company’s Common Stock an Eligible Employee may
purchase during each Purchase Period of such Offering Period. Exercise of the
option shall occur as provided in Section 9 hereof, unless the participant has
withdrawn pursuant to Section 11 hereof. The option shall expire on the last day
of the Offering Period.

8.Automatic Transfer to Low Price Offering Period. To the extent
permitted by any applicable laws, regulations, or stock exchange rules, if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Offering Date of
such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period.

9.Exercise of Option.

(a)Unless a participant withdraws from the Plan as provided in Section 11
hereof, his or her option for the purchase of shares shall be exercised
automatically on the Exercise Date, and the maximum number of full shares
subject to option shall be purchased for such participant at the applicable
Purchase Price with the accumulated payroll deductions in his or her account. No
fractional shares shall be purchased; any payroll deductions accumulated in a
participant’s account that are not sufficient to purchase a full share shall be
refunded to participant in a subsequent paycheck. Any other funds left over in a
participant’s account after the Exercise Date shall be returned to the
participant. During a participant’s lifetime, a participant’s option to purchase
shares hereunder is exercisable only by him or her.

(b)If the Administrator determines that, on a given Exercise Date, the number
of shares with respect to which options are to be exercised may exceed (i) the
number of shares of Common Stock that were available for sale under the Plan on
the Offering Date of the applicable Offering Period, or (ii) the number of
shares available for sale under the Plan on such Exercise Date, the
Administrator may in its sole discretion (1) provide that the Company shall make
a pro rata allocation of the shares of Common Stock available for purchase on
such Offering Date or Exercise Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common Stock on
such Exercise Date, and continue all Offering Periods then in effect, or (2)
provide that the Company shall make a pro rata allocation of the shares
available for purchase on such Offering Date or Exercise Date, as applicable, in
as uniform a manner as shall be practicable and as it shall determine in its
sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and terminate any or all Offering
Periods then in effect pursuant to Section 21 hereof. The Company may make pro
rata allocation of the shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company’s
shareholders subsequent to such Offering Date.

10.Delivery. As soon as reasonably practicable after each Exercise
Date on which a purchase of shares occurs, the Company shall arrange the
delivery to each participant the shares purchased upon exercise of his or her
option in a form determined by the Administrator.

11.Withdrawal.

(a)A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company.
All of the participant’s payroll deductions credited to his or her account shall
be paid to such participant promptly after receipt of notice of withdrawal and
such participant’s option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares shall
be made for such Offering Period. If a participant withdraws from an Offering
Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company a new
Subscription Agreement.

(b)A participant’s withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan that may
hereafter be adopted by the Company or in succeeding Offering Periods that
commence after the termination of the Offering Period from which the participant
withdraws.

12.Termination of Employment. In the event a participant ceases to be
an Eligible Employee prior to the Exercise Date of the Offering Period in
question for any reason, including retirement or death, the payroll deductions
credited to the participant’s account will be returned to the participant, or in
the case of the participant’s death, to the person or persons entitled thereto
pursuant to Section 16 of the Plan, and the participant’s option will
automatically terminate.

13.Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

14.Stock.

(a)Subject to adjustment upon changes in capitalization of the Company as
provided in Section 20 hereof, the maximum number of shares of the Company’s
Common Stock that shall be made available for sale under the Plan shall be
26,700,000.

(b)Until the shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), a
participant shall only have the rights of an unsecured creditor with respect to
such shares, and no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to such shares.

(c)Shares to be delivered to a participant under the Plan shall be registered
in the name of the participant or in the name of the participant and his or her
spouse.

15.Administration. The Administrator shall administer the Plan and
shall have full and exclusive discretionary authority to construe, interpret and
apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision and determination
made by the Administrator shall, to the full extent permitted by law, be final
and binding upon all parties.

16.Designation of Beneficiary.

(a)Unless otherwise prohibited by applicable law, a participant may file a
written designation of a beneficiary who is to receive any shares and cash, if
any, from the participant’s account under the Plan in the event of such
participant’s death subsequent to an Exercise Date on which the option is
exercised but prior to delivery to such participant of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant’s account under the Plan in the event
of such participant’s death prior to exercise of the option. If a participant is
married and the designated beneficiary is not the spouse, spousal consent shall
be required for such designation to be effective.

(b)Such designation of beneficiary may be changed by the participant at any
time by written notice. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant’s death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the participant, or
if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

(c)All beneficiary designations shall be in such form and manner as the
Administrator may designate from time to time.

17.Transferability. Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 16 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as

an election to withdraw funds from an Offering Period in accordance with
Section 11 hereof.

18.Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions. Until
shares are issued, participants shall only have the rights of an unsecured
creditor.

19.Reports. Individual accounts shall be maintained for each
participant in the Plan. Statements of account shall be given to participating
Eligible Employees at least annually, which statements shall set forth the
amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.

20.Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Change of Control.

(a)Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the maximum number of shares of the Company’s
Common Stock that shall be made available for sale under the Plan, the maximum
number of shares each participant may purchase each Purchase Period (pursuant to
Section 7), as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan that have not yet been exercised,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other change in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

(b)Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Administrator. The
New Exercise Date shall be before the date of the Company’s proposed dissolution
or liquidation. The Administrator shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant’s option has been changed to the New Exercise Date and
that the participant’s option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 11 hereof.

(c)Merger or Change of Control. In the event of a merger or Change of
Control, each outstanding option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the option, any Purchase Periods then in progress shall
be shortened by setting a New Exercise Date and any Offering Periods then in
progress shall end on the New Exercise Date. The New Exercise Date shall be
before the date of the Company’s proposed merger or Change of Control. The
Administrator shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participant’s option has been changed to the New Exercise Date and that the
participant’s option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 11 hereof.

21.Amendment or Termination.

(a)The Administrator may at any time and for any reason terminate or amend
the Plan. Except as otherwise provided in the Plan, no such termination can
affect options previously granted, provided that an Offering Period may be
terminated by the Administrator on any Exercise Date if the Administrator
determines that the termination of the Offering Period or the Plan is in the
best interests of the Company and its shareholders. Except as provided in
Section 20 and this Section 21 hereof, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any successor rule or provision or any other applicable law, regulation or stock
exchange rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required.

(b)Without shareholder consent and without regard to whether any participant
rights may be considered to have been “adversely affected,” the Administrator
shall be entitled to change the Offering Periods, limit the frequency and/or
number of changes in the amount withheld during an Offering Period, establish
the exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion advisable which are consistent
with the Plan.

(c)In the event the Administrator determines that the ongoing operation of
the Plan may result in

unfavorable financial accounting consequences, the Board may, in its
discretion and to the extent necessary or desirable, modify or amend the Plan to
reduce or eliminate such accounting consequence including, but not limited to:

(i)increasing the Purchase Price for any Offering Period, including an
Offering Period underway at the time of the change in Purchase Price;

(ii)shortening any Offering Period so that Offering Period ends on a new
Exercise Date, including an Offering Period underway at the time of the Board
action; and

(iii)allocating shares.

Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants.

22.Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form and manner specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

23.Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

24.Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect until terminated under
Section 21 hereof.