CONSULTING AGREEMENT DATED AS OF MARCH 20, 2003 BETWEEN FRED BIALEK AND CYPRESS SEMICONDUCTOR CORPORATION

EXHIBIT 10.4

CONSULTING AGREEMENT DATED AS OF MARCH 20, 2003
BETWEEN FRED BIALEK AND CYPRESS SEMICONDUCTOR CORPORATION

March 21, 2003

Mr. Fred Bialek
200 Winding Way
Woodside, CA 94062

Dear Fred:

This will set forth the current terms and conditions of your consulting agreement with Cypress (the “Company).

1.        You shall provide consulting services to perform the Company’s Board of Directors duties, division and subsidiary duties, and whatever mergers and acquisitions activity that the Company’s management asks of you until this agreement is terminated. You are expected to work generally on your own and to employ your own methods and to work the hours and scheduled necessary to complete the services. You will do most of your work out of your own office, but when necessary, the Company will provide office space, other facilities and a phone for your use.

2.        You may provide your consulting services to any non-related Company entity with the exception of a direct competitor to the Company.

3.        In return for the services listed above and until this agreement is terminated, the Company shall compensate you as follows:

a.        You shall receive the same standard monetary compensation as the outside directors of the Company’s Board of Directors.

b.        You shall be granted stock options consistent with those granted to the outside directors of the Company’s Board of Directors. You will be granted a nonstatutory option to purchase 20,000 shares on May 29 of each year, exercisable at the fair market value on the date of grant and vesting for five years at the rate of 20% per year.

c.        Your annualized fixed retainer shall be $304,500.00 payable monthly on the first day of each month.

d.        You shall be reimbursed for your out-of-pocket business expenses for travel, lodging, phone and administrative support upon receipt of invoice.

4.        This agreement is valid until March 19, 2004, unless terminated by either party with 30 days written notice. This agreement may be extended for one-year periods (subject to a 30-day right to terminate) only by an Extension to Consulting Agreement in the form of Exhibit A signed by you and Cypress.

5.        This agreement supersedes all prior consulting agreements, which shall now be deemed terminated.

6.        In carrying out services under this agreement, you shall be and act as an independent contractor, and shall be subject to the Company’s direction only as to specific areas that the Company desires your services and advice.

Page 85