CIRRUS LOGIC, INC.
 
                              EMPLOYMENT AGREEMENT
 
 
         This Agreement is entered into effective as of April 25, 2001, (the
"Effective Date") by and between Cirrus Logic, Inc., a Delaware corporation (the
"Company") and David French (the "Employee").
 
         WHEREAS, the Company desires to employ the Employee on a full-time
basis in the capacity of President and Chief Executive Officer of the Company,
and the Employee desires to accept such employment; and
 
         WHEREAS, the parties desire and agree to enter into an employment 
relationship by means of this Agreement;
 
         NOW THEREFORE in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually covenanted and
agreed by and among the parties as follows:
 
         1.  POSITION AND DUTIES. The Employee shall be employed as President
             and Chief Executive Officer of the Company, reporting to the
             Company's Board of Directors and assuming and discharging such
             responsibilities as are commensurate with the Employee's position.
             In performing his basic duties, the Employee shall work at the
             Company's principal business office located in Austin, Texas. The
             Employee acknowledges that frequent travel will be necessary in
             carrying out his duties hereunder. The Employee shall perform his
             duties faithfully and to the best of his ability and shall devote
             his full business time and effort to the performance of his duties
             hereunder.
 
         2.  COMPENSATION.
 
             (a)           BASE SALARY. For all services to be rendered by the
                           Employee to the Company while this Agreement is in
                           effect, the Employee shall receive an annual base
                           salary equal to $450,000 (the "Base Salary"), payable
                           bi-weekly in accordance with the Company's normal
                           payroll practices.
             (b)           EXECUTIVE VARIABLE COMPENSATION PROGRAM. The Employee
                           shall be eligible to participate in the Company's 
                           Executive Variable Compensation Program ("VCP"). The
                           Employee's target payout under the VCP shall be one 
                           hundred percent (100%) of his Base Salary.
             (c)           RESTRICTED STOCK. The outstanding $750,000 loan
                           secured by Employee's 90,000 shares of the Company's
                           common stock will become due and payable 180 days
                           following the Employee's termination of employment
                           with the Company for any reason.
 
 
 
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             (d)           RELOCATION: MOVING EXPENSES. Upon termination of the
                           Employee's employment with the Company for any
                           reason, the unpaid principal amount of the
                           outstanding $721,899 relocation loan shall bear
                           interest at the then "applicable federal rate" (as
                           defined in Section 1274(d) of the Internal Revenue
                           Code (or any successor provision). The relocation
                           loan will become due and payable 180 days following
                           the Employee's termination of employment with the
                           Company for any reason.
 
             (e)           TERMINATION BY REASON OF DEATH OR DISABILITY. In the 
                           event of Employee's death during the term of this
                           Agreement, the Company shall pay the Employee's
                           estate all salary, bonuses and unpaid vacation
                           accrued as of the date of Employee's death and any
                           other benefits payable under the Company's then
                           existing benefit plans and policies in accordance
                           with such plans and policies in effect on the date of
                           death and in accordance with applicable law. In the
                           event that, during the term of this Agreement,
                           Employee is unable to perform his job due to death or
                           disability (as determined under the Company's
                           long-term disability insurance program) for six
                           months in any 12-month period, the Company may, at
                           its option, terminate the Employee's employment with
                           the Company, pursuant to Section 5 below, and such
                           termination shall entitle the Employee to all salary,
                           bonuses and unpaid vacation accrued as of the date of
                           such termination and any other benefits payable under
                           the Company's then existing benefit plans and
                           policies in accordance with such plans and policies
                           in effect on the date of such termination and in
                           accordance with applicable law. Notwithstanding
                           Section 2(d) above, in the event Employee's
                           employment is terminated as a result of his death or
                           disability, the Company will forgive his relocation
                           loan, subject to his or his estate's prompt payment
                           to the Company of any applicable income and
                           withholding taxes.
 
 
 
         3.  OTHER BENEFITS. The Employee and his legal dependents shall be
             entitled to participate in the employee benefit plans and programs
             of the Company, if any, to the extent that his position, tenure,
             salary, age health and other qualifications make the Employee and
             his legal dependents eligible to participate in such plans or
             programs, subject to the rules and regulations applicable thereto.
             The Company reserves the right to cancel or change the benefit
             plans and programs it offers to its employees at any time. Employee
             will be eligible for vacation and sick leave in accordance with the
             policies in effect during the term of this Agreement and will
             receive such other benefits as the Company generally provides to
             its other employee of comparable position and experience.
 
         4.  EXPENSES. The Company shall reimburse the Employee for reasonable
             travel, entertainment or other expenses incurred by the Employee in
             the furtherance of or in connection with the performance of the
             Employee's duties hereunder, in accordance with the Company's
             expense reimbursement policy as in effect from time to time.
 
 
 
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         5.  TERMINATION. In the event (i) the Company terminates the Employee's
             employment on or before the first anniversary of the Effective Date
             other than for Cause, or (ii) any successor to the Company fails or
             refuses to assume this Agreement in accordance with Section 7
             below, the Employee shall the be entitled to receive a single,
             lump-sum severance payment within fifteen (15) days of termination
             equal to the Employee's then current annual base salary. In
             addition, the Company shall pay to the Employee a lump-sum payment
             in an amount equivalent to the reasonably estimated costs the
             Employee may incur to extend for a period of twelve (12) months
             under the COBRA continuation laws the Employee's group health and
             dental plans coverage in effect on the date of such termination. In
             addition, in such event the Employee will vest fully in all of his
             outstanding stock options, which will remain exercisable for a
             180-day period following such termination. For purposes of this
             Agreement, the term "Cause" shall mean (i) gross negligence or
             willful misconduct in the performance of duties to the Company
             after one written warning detailing the concerns and offering the
             Employee opportunities to cure; (ii) material and willful violation
             of any federal or state law; (iii) commission of any act of fraud
             with respect to the Company; (iv) conviction of a felony or any
             crime causing material harm to the standing and reputation of the
             Company; or (v) intentional and improper disclosure of the
             Company's confidential or proprietary information. For purposes of
             this Agreement, the determination of Cause shall be determined by
             the Board in its sole and absolute discretion.
 
         6.  RIGHT OF ADVICE OF COUNSEL. The Employee acknowledges that he has
             consulted with counsel and is fully aware of his rights and
             obligations under this Agreement and of the tax consequences
             thereof.
 
         7.  SUCCESSORS.
 
             (a)           COMPANY'S SUCCESSORS.   Any successor to the Company 
                           (whether direct or indirect and whether by purchase,
                           lease, merger, consolidation, liquidation or
                           otherwise) to all or substantially all of the
                           Company's business and/or assets shall assume the
                           obligations under this Agreement and agree expressly
                           to perform the obligations under this Agreement in
                           the same manner and to the same extent as the Company
                           would be required to perform such obligations in the
                           absence of a succession. For all purposes under the
                           Agreement, the term "Company", shall include any
                           successor to the Company's business and/or assets
                           which executes and delivers the assumption agreement
                           described in this subsection (a) or which becomes
                           bound by the terms of this Agreement by operation of
                           law.
             (b)           EMPLOYEE'S SUCCESSORS. Without the written consent of
                           the Company, the Employee shall not assign or
                           transfer this Agreement or any right or obligation
                           under this Agreement to any other person or entity.
                           Notwithstanding the foregoing, the terms of this
                           Agreement and all rights of the Employee hereunder
                           shall inure to the benefit of, and be enforceable by,
                           the Employee's personal or legal representatives,
                           executors, administrators, successors, heirs
                           distributees, devisees and legatees.
 
 
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         8.  NOTICE CLAUSE.
 
             (a)           MANNER. Any notice hereby required or permitted to be
                           given shall be sufficiently given if in writing and
                           upon mailing by registered or certified mail, postage
                           prepaid, to either party at the address of such party
                           or such other address as shall have been designated
                           by written notice by such party to other party.
 
             (b)           EFFECTIVENESS. Any notice of other communication
                           required or permitted to be given under this
                           Agreement will be deemed given on the day when
                           delivered in person, or the third business day after
                           the day on which such notice was mailed in accordance
                           with Section 8(a).
 
         9.  GOVERNING LAW. This Agreement shall be governed by and construed in
             accordance with the internal substantive laws, but not the choice
             of law rules, of the State of Texas.
 
         10. SEVERABILITY. The invalidity or unenforceability of any provision
             of this Agreement, or any terms hereof, shall not affect the
             validity or enforceability of any other provision or term of this
             Agreement.
 
         11. INTEGRATION. Except as otherwise expressly provided other wise
             herein, this Agreement represents the entire agreement and
             understanding between the parties as to the subject matter herein
             and supersedes all prior or contemporaneous agreements, whether
             written or oral. No waiver, alteration, or modification of any of
             the provisions of this Agreement shall be binding unless in writing
             and signed by duly authorized representatives of the parties
             hereto.
 
         12. TAXES. All payments made pursuant to this Agreement shall be
             subject to withholding of applicable income and employment taxes.
 
         13. INDEMNIFICATION. In the event Employee is made, or threatened to be
             made, a party to any legal action or proceeding, whether civil or
             criminal, by reason of the fact that Employee is or was a director
             or officer of the Company or serves or served any other corporation
             fifty percent (50%) or more owned or controlled by the Company in
             any capacity at the Company's request, Employee shall be
             indemnified by the Company, and the Company shall pay Employee's
             related expenses when and as incurred, all to the fullest extent
             permitted by law.
 
         14. ARBITRATION. Except for proceedings seeking injunctive relief,
             including, without limitation, allegations of misappropriation of
             trade secrets, copyright or patent infringements, or breach of any
             anti-competition provisions of the Agreement, any controversy or
             claim arising out of or in relation to this Agreement, or the
             breach thereof, shall be settled by arbitration in accordance with
             the commercial arbitration rules of the American Arbitration
             Association ("AAA"), and judgement upon the 
 
 
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             award rendered by the arbitrator may be entered in any court having
             jurisdiction thereof. Arbitration of this Agreement shall include
             all claims, regardless of whether the dispute arises during the
             term of the Agreement, at the time of termination or thereafter.
             Either party may initiate the arbitration proceedings, for which
             the provision is herein made, by notifying the opposing party, in
             writing, of its demand to arbitrate. In any such arbitration there
             shall be appointed one arbitrator who shall be selected in
             accordance with the AAA Commercial Arbitration Rules. The place of
             arbitration shall be Austin, Texas. The parties agree that the
             award of the arbitrator shall be the sole and exclusive remedy
             between them regarding any claims, counterclaims, issues or
             accountings presented or plead to the arbitrator; that the
             arbitrator shall be the final judge of both law and fact in
             arbitration of disputes arising out of or relating to this
             Agreement, including the interpretation of the terms of this
             Agreement. The parties further agree it shall be the sole and
             exclusive duty of the arbitrator to determine the arbitrability of
             issues in dispute and that neither party shall have recourse to the
             court of such a determination.
 
 
         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
         the case of the Company by a duly authorized officer, as of the day and
         year first above written.
 
 
                                          CIRRUS LOGIC, INC.
 
 
 
                                          By:  /s/ STEVEN D. OVERLY
                                             -----------------------------------
                                             Name:  Steven D. Overly
                                             Title: Senior Vice President, Human
                                             Resources, General Counsel and 
                                             Secretary
 
 
 
 
                                          DAVID FRENCH
 
 
                                               /s/ DAVID FRENCH
                                          --------------------------------------