X0303 4 2010-10-25 0 0000832767 PHOENIX TECHNOLOGIES LTD PTEC 0001106997 LACEY THOMAS A C/O PHOENIX TECHNOLOGIES LTD. 915 MURPHY RANCH RD. MILPITAS CA 95035 1 1 0 0 President and CEO Common Stock 2010-10-25 4 F 0 3056 4.11 D 389004 D 425,000 shares of restricted stock were granted to Mr. Lacey on 02/25/2010. 25,000 of the restricted shares vested upon the date of grant and then 1/48th of the remaining balance of the shares vest every month thereafter, subject to continued employment with Issuer. In connection with the vesting of 8,334 shares of restricted stock, 3,056 shares have been withheld by the Issuer for payment of the payroll taxes due on such vested shares. /s/Timothy C. Chu as attorney-in-fact for Thomas A. Lacey 2010-10-26