<PAGE>

                                                                    EXHIBIT 10.2

                                  VIALTA, INC.

                              AMENDED AND RESTATED

                        2000 DIRECTORS STOCK OPTION PLAN

     1.  Purpose.  This Amended and Restated 2000 Directors Stock Option Plan
(the "Plan") is established to provide equity incentives for nonemployee members
of the Board of Directors of Vialta, Inc. (the "Company"), who are described in
Section 6.1 below, by granting such persons options to purchase shares of stock
of the Company.

     1.  Adoption and Stockholder Approval.  This Plan was adopted by the Board
of Directors of the Company (the "Board") effective as of February 17, 2000 and
was amended and restated effective as of April 30, 2003 (the "Amendment
Effective Date"). This Plan shall be approved by the stockholders of the
Company, consistent with applicable laws, within twelve (12) months after the
Amendment Effective Date. Options ("Options") granted under this Plan before the
Amendment Effective Date but after February 17, 2000 shall remain in full force
and effect in accordance with the terms and provisions of the Plan as in effect
prior to the Amendment Effective Date. In the event that stockholder approval is
not obtained within the time period provided herein, this Plan and all Options
granted hereunder shall be subject to the terms of the Plan as in effect prior
to the Amendment Effective Date. No Option that is issued as a result of any
increase in the number of shares authorized to be issued under this Plan shall
be exercised prior to the time such increase has been approved by the
stockholders of the Company and all such Options granted pursuant to such
increase shall similarly terminate if such stockholder approval is not obtained.

     2.  Types of Options and Shares.  Options granted under this Plan shall be
nonqualified stock options ("NQSOs"). The shares of stock that may be purchased
upon exercise of Options granted under this Plan (the "Shares") are shares of
the Common Stock of the Company.

     3.  Number of Shares.  The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the "Maximum Number") is 600,000
Shares, subject to adjustment as provided in this Plan. If any Option is
terminated for any reason without being exercised in whole or in part, the
Shares thereby released from such Option shall be available for purchase under
other Options subsequently granted under this Plan. At all times during the term
of this Plan, the Company shall reserve and keep available such number of Shares
as shall be required to satisfy the requirements of outstanding Options granted
under this Plan; provided, however, that if the aggregate number of Shares
subject to outstanding Options granted under this Plan plus the aggregate number
of Shares previously issued by the Company pursuant to the exercise of Options
granted under this Plan equals or exceeds the Maximum Number of Shares, then
notwithstanding anything herein to the contrary, no further Options may be
granted under this Plan until the Maximum Number is increased or the aggregate
number of Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously issued by the Company pursuant to the
exercise of Options granted under this Plan is less than the Maximum Number.

     4.  Administration.  This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the "Committee"). As used in this Plan, references to the Committee shall
mean either such Committee or the Board if no Committee has been established.
The interpretation by the Committee of any of the provisions of this Plan or any
Option granted under this Plan shall be final and binding upon the Company and
all persons having an interest in any Option or any Shares purchased pursuant to
an Option.

     5.  Eligibility and Award Formula.

          5.1  Eligibility.  Options may be granted only to directors of the
     Company who are not employees of the Company or any Parent, Subsidiary or
     Affiliate of the Company, as those terms are defined in Section 17 below.

                                       1
<PAGE>

          5.2  Initial Grant.  Each Optionee who on or after January 1, 2003
     becomes a member of the Board or a non-employee member of the Board will
     automatically be granted an Option for 20,000 Shares (the "Initial Grant").
     Initial Grants shall be made on the date such Optionee first becomes a
     member of the Board.

          5.3  Succeeding Grants.  On each anniversary of the Initial Grant, or,
     in the case of an Optionee who did not receive an Initial Grant, on each
     anniversary of the most recent prior grant date of an option to such
     Optionee, if the Optionee is still a member of the Board and has served
     continuously as a member of the Board since such date, the Optionee will
     automatically be granted an Option for 20,000 Shares (a "Succeeding
     Grant"); provided, however, that in no event shall any Optionee be granted
     Options to purchase more than 100,000 Shares under this Plan.

     6.  Terms and Conditions of Options.  Subject to the following and to
Section 6 above:

          6.1  Form of Option Grant.  Each Option granted under this Plan shall
     be evidenced by a written Stock Option Grant ("Grant") in such form (which
     need not be the same for each Optionee) as the Committee shall from time to
     time approve, which Grant shall comply with and be subject to the terms and
     conditions of this Plan.

          6.2  Vesting.  Options granted under this Plan shall be exercisable as
     they vest. The date an Optionee receives an Initial Grant or a Succeeding
     Grant is referred to in this Plan as the "Start Date" for such Option.

             (a) Initial Grants.  Each Option that is an Initial Grant will vest
        as to twenty-five percent (25%) of the Shares upon each of the first
        four (4) successive anniversaries of the Start Date for such Initial
        Grant, so long as the Optionee continuously remains a director of the
        Company.

             (b) Succeeding Grants.  Each Succeeding Grant will vest as to
        twenty-five percent (25%) of the Shares upon each of the first four (4)
        successive anniversaries of the Start Date for such Succeeding Grant, so
        long as the Optionee continuously remains a director of the Company.

          6.3  Exercise Price.  The exercise price of an Option shall be the
     Fair Market Value (as defined in Section 17) of the Shares, at the time
     that the Option is granted.

          6.4  Termination of Option.  Except as provided below in this Section,
     each Option shall expire ten (10) years after its Start Date (the
     "Expiration Date"). The Option shall cease to vest if the Optionee ceases
     to be a member of the Board. The date on which the Optionee ceases to be a
     member of the Board shall be referred to as the "Termination Date." An
     Option may be exercised after the Termination Date only as set forth below:

             (a) Termination Generally.  If the Optionee ceases to be a member
        of the Board for any reason except death or disability, then each Option
        then held by such Optionee, to the extent (and only to the extent) that
        it would have been exercisable by the Optionee on the Termination Date,
        may be exercised by the Optionee within seven (7) months after the
        Termination Date, but in no event later than the Expiration Date.

             (b) Death or Disability.  If the Optionee ceases to be a member of
        the Board because of the death of the Optionee or the disability of the
        Optionee within the meaning of Section 22(c)(3) of the Internal Revenue
        Code of 1986, as amended (the "Code"), then each Option then held by
        such Optionee, to the extent (and only to the extent) that it would have
        been exercisable by the Optionee on the Termination Date, may be
        exercised by the Optionee (or the Optionee's legal representative)
        within twelve (12) months after the Termination Date, but in no event
        later than the Expiration Date.

     7.  Exercise of Options.

          7.1  Notice.  Options may be exercised only by delivery to the Company
     of an exercise agreement in a form approved by the Committee stating the
     number of Shares being purchased, the restrictions imposed on the Shares
     and such representations and agreements regarding the Optionee's investment


                                       2
<PAGE>

     intent and access to information as may be required by the Company to
     comply with applicable securities laws, together with payment in full of
     the exercise price for the number of Shares being purchased.

          7.2  Payment.  Payment for Shares purchased upon exercise of an Option
     may be made (a) in cash or by check; (b) by surrender of shares of Common
     Stock of the Company that have been owned by the Optionee for more than six
     (6) months (and which have been paid for within the meaning of Rule 144
     promulgated under the Securities Act of 1933, as amended (the "Securities
     Act") and, if such shares were purchased from the Company by use of a
     promissory note, such note has been fully paid with respect to such shares)
     or were obtained by the Optionee in the open public market, having a Fair
     Market Value equal to the exercise price of the Option; (c) by waiver of
     compensation due or accrued to the Optionee for services rendered; (d)
     provided that a public market for the Company's stock exists, through a
     "same day sale" commitment from the Optionee and a broker-dealer that is a
     member of the National Association of Securities Dealers (an "NASD Dealer")
     whereby the Optionee irrevocably elects to exercise the Option and to sell
     a portion of the Shares so purchased to pay for the exercise price and
     whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
     forward the exercise price directly to the Company; (e) provided that a
     public market for the Company's stock exists, through a "same day sale"
     commitment from the Optionee and a NASD Dealer whereby the Optionee
     irrevocably elects to exercise the Option and to pledge the Shares so
     purchased to the NASD Dealer in a margin account as security for a loan
     from the NASD Dealer in the amount of the exercise price, and whereby the
     NASD Dealer irrevocably commits upon receipt of such Shares to forward the
     exercise price directly to the Company; or (f) by any combination of the
     foregoing.

          7.3  Withholding Taxes.  Prior to issuance of the Shares upon exercise
     of an Option, the Optionee shall pay or make adequate provision for any
     federal or state withholding obligations of the Company, if applicable.

          7.4  Limitations on Exercise.  Notwithstanding the exercise periods
     set forth in the Grant, exercise of an Option shall always be subject to
     the following limitations:

             (a) An Option shall not be exercisable until such time as this Plan
        (or, in the case of Options granted pursuant to an amendment increasing
        the number of shares that may be issued pursuant to this Plan, such
        amendment) has been approved by the stockholders of the Company in
        accordance with Section 15 hereof.

             (b) An Option shall not be exercisable unless such exercise is in
        compliance with the Securities Act and all applicable state securities
        laws, as they are in effect on the date of exercise.

             (c) The Committee may specify a reasonable minimum number of Shares
        that may be purchased upon any exercise of an Option, provided that such
        minimum number will not prevent the Optionee from exercising the full
        number of Shares as to which the Option is then exercisable.

     8.  Nontransferability of Options.  During the lifetime of the Optionee, an
Option shall be exercisable only by the Optionee or by the Optionee's guardian
or legal representative, unless otherwise permitted by the Committee. No Option
may be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and distribution.

     9.  Privileges of Stock Ownership.  No Optionee shall have any of the
rights of a stockholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan. The Company shall provide to each
Optionee a copy of the annual financial statements of the Company, at such time
after the close of each fiscal year of the Company as they are released by the
Company to its stockholders.

     10.  Adjustment of Option Shares.  In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan, the size of the Initial Grant
and Succeeding Grant described in Section 6,

                                       3
<PAGE>

and the number of Shares subject to outstanding Options and the exercise price
per share of such outstanding Options shall be proportionately adjusted, subject
to any required action by the Board or stockholders of the Company and
compliance with applicable securities laws; provided, however, that no
fractional shares shall be issued upon exercise of any Option and any resulting
fractions of a Share shall be rounded up to the nearest whole Share.

     11.  No Obligation to Continue as Director.  Nothing in this Plan or any
Option granted under this Plan shall confer on any Optionee any right to
continue as a director of the Company.

     12.  Compliance With Laws.  The grant of Options and the issuance of Shares
upon exercise of any Option shall be subject to and conditioned upon compliance
with all applicable requirements of law, including without limitation compliance
with the Securities Act, compliance with all other applicable state securities
laws and compliance with the requirements of any stock exchange or national
market system on which the Shares may be listed. The Company shall be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration or qualification requirement of any state securities laws, stock
exchange or national market system.

     13.  Acceleration of Options.  In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings and the Options
granted under this Plan are assumed or replaced by the successor corporation,
which assumption will be binding on all Optionees), (c) a merger in which the
Company is the surviving corporation but after which the stockholders of the
Company (other than any stockholder which mergers (or which owns or controls
another corporation which merge) with the Company in such merger) cease to own
their shares or other equity interests in the Company, (d) the sale of
substantially all of the assets of the Company, or (e) any other transaction
which qualifies as a "corporate transaction" under Section 424 of the Code
wherein the stockholders of the Company give up all of their equity interests in
the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company from or by the
stockholders of the Company), the vesting of all options granted pursuant to
this Plan will accelerate and the options will become exercisable in full as of
the date 10 days prior to the consummation of such event and if such options are
not exercised prior to the consummation of the corporate transaction, they shall
terminate in accordance with the provisions of this Plan, unless the acquiring
or successor corporation (or parent corporation thereof) assumes the Company's
rights and obligations under the outstanding Options or substitutes for
outstanding Options substantially equivalent options for such corporation's
stock.

     14.  Amendment or Termination of Plan.  The Committee may at any time
terminate or amend this Plan (but may not terminate or amend the terms of any
outstanding option without the consent of the Optionee); provided, however, that
the Committee shall not, without the approval of the stockholders of the
Company, increase the total number of Shares available under this Plan (except
by operation of the provisions of Sections 4 and 11 above) or adopt any other
amendment that would require stockholder approval under any applicable law,
regulation or rule. In any case, no amendment of this Plan may adversely affect
any then outstanding Options or any unexercised portions thereof without the
written consent of the Optionee.

     15.  Term of Plan.  Options may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the date this Plan is adopted by
the Board.

     16.  Certain Definitions.  As used in this Plan, the following terms shall
have the following meanings:

          16.1  "Affiliate" means any corporation that directly, or indirectly
     through one or more intermediaries, controls or is controlled by, or is
     under common control with, another corporation, where "control" (including
     the terms "controlled by" and "under common control with") means the
     possession, direct or indirect, of the power to cause the direction of the
     management and policies of the corporation, whether through the ownership
     of voting securities, by contract or otherwise.

          16.2  "Fair Market Value" shall mean as of any date, the value of a
     share of the Company's Common Stock determined by the Board in its sole
     discretion, exercised in good faith; provided, however,

                                       4
<PAGE>

     that where there is a public market for the Common Stock, the Fair Market
     Value per share shall be the average of the closing bid and asked prices of
     the Common Stock on the last trading day prior to the date of determination
     as reported in The Wall Street Journal (or, if not so reported, as
     otherwise reported by the Nasdaq Stock Market) or, in the event the Common
     Stock is listed on a stock exchange or on the Nasdaq National Market, the
     Fair Market Value per share shall be the closing price on the exchange or
     on the Nasdaq National Market on the last trading date prior to the date of
     determination as reported in The Wall Street Journal; provided, however,
     that notwithstanding the foregoing, with respect to the Initial Grants that
     are granted on the Expiration Date, the "Fair Market Value" shall mean the
     price per share at which shares of the Company's Common Stock are initially
     offered for sale to the public by the Company's underwriters in the initial
     public offering of the Company's Common Stock pursuant to a registration
     statement filed with the SEC under the Securities Act.

          16.3  "Parent" means any corporation (other than the Company) in an
     unbroken chain of corporations ending with the Company if, at the time of
     the granting of the Option, each of such corporations other than the
     Company owns stock possessing 50% or more of the total combined voting
     power of all classes of stock in one of the other corporations in such
     chain.

          16.4  "Subsidiary" means any corporation (other than the Company) in
     an unbroken chain of corporations beginning with the Company if, at the
     time of granting of the Option, each of the corporations other than the
     last corporation in the unbroken chain owns stock possessing fifty percent
     (50%) or more of the total combined voting power of all classes of stock in
     one of the other corporations in such chain.

                                       5