<PAGE>

                                                                    EXHIBIT 10.3

                                MICROTUNE, INC.

                                2000 STOCK PLAN


     1.   Purposes of the Plan.  The purposes of this 2000 Stock Plan are:
          --------------------

            .    to attract and retain the best available personnel for
                 positions of substantial responsibility,

            .    to provide additional incentive to Employees, Directors and
                 Consultants, and

            .    to promote the success of the Company's business.

            Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights and Common Stock Equivalents may also be granted
under the Plan.

     2.   Definitions.  As used herein, the following definitions shall apply:
          -----------

            (a) "Administrator" means the Board or any of its Committees as
                 -------------
shall be administering the Plan, in accordance with Section 4 of the Plan.

            (b) "Applicable Laws" means the requirements relating to the
                 ---------------
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

            (c) "Award" means an award of Options, Stock Purchase Rights or
                 -----
Common Stock Equivalents pursuant to the terms of the Plan.

            (d) "Board" means the Board of Directors of the Company.
                 -----

            (e) "Code" means the Internal Revenue Code of 1986, as amended.
                 ----

            (f) "Committee" means a committee of Directors appointed by the
                 ---------
Board in accordance with Section 4 of the Plan.

            (g) "Common Stock" means the common stock of the Company.
                 ------------

            (h) "Common Stock Equivalent" means an unfunded and unsecured right
                 -----------------------
to receive Shares in the future that may be granted to a Service Provider
pursuant to Section 12.

            (i) "Common Stock Equivalent Agreement" means a written or
                 ---------------------------------
electronic agreement between the Company and a Service Provider evidencing the
terms and conditions of an individual Common Stock Equivalent grant or Award.
<PAGE>

            (j) "Company" means Microtune, Inc., a Delaware corporation.
                 -------

            (k) "Consultant" means any person, including an advisor, engaged by
                 ----------
the Company or a Parent or Subsidiary to render services to such entity.

            (l) "Director" means a member of the Board.
                 --------

            (m) "Disability" means total and permanent disability as defined in
                 ----------
Section 22(e)(3) of the Code.

            (n) "Employee" means any person, including Officers and Directors,
                 --------
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three (3) months following the 91st day of
such leave any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

            (o) "Exchange Act" means the Securities Exchange Act of 1934, as
                 ------------
amended.

            (p) "Fair Market Value" means, 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 day of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

                    (ii)  If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or

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

            (q) "Incentive Stock Option" means an Option intended to qualify as
                 ----------------------
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
<PAGE>

          (r) "Nonstatutory Stock Option" means an Option not intended to
               -------------------------
qualify as an Incentive Stock Option.

          (s) "Notice of Grant" means a written or electronic notice evidencing
               ---------------
certain terms and conditions of an individual Option or Stock Purchase Right
grant.  The Notice of Grant is part of the Option Agreement.

          (t) "Officer" means a person who is an officer of the Company within
               -------
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

          (u) "Option" means a stock option granted pursuant to the Plan.
               ------

          (v) "Option Agreement" means an agreement between the Company and an
               ----------------
Optionee evidencing the terms and conditions of an individual Option grant.  The
Option Agreement is subject to the terms and conditions of the Plan.

          (w) "Optioned Stock" means the Common Stock subject to an Option or
               --------------
Stock Purchase Right.

          (x) "Optionee" means the holder of an outstanding Option or Stock
               --------
Purchase Right granted under the Plan.

          (y) "Parent" means a "parent corporation," whether now or hereafter
               ------
existing, as defined in Section 424(e) of the Code.

          (z) "Plan" means this 2000 Stock Plan.
               ----

          (aa) "Restricted Stock" means shares of Common Stock acquired
                ----------------
pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.

          (bb) "Restricted Stock Purchase Agreement" means a written or
                -----------------------------------
electronic agreement between the Company and the Optionee evidencing the terms
and restrictions applying to stock purchased under a Stock Purchase Right. The
Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.

          (cc) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
                ----------
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

          (dd) "Section 16(b) " means Section 16(b) of the Exchange Act.
                -------------

          (ee) "Service Provider" means an Employee, Director or Consultant.
                ----------------

          (ff) "Share" means a share of the Common Stock, as adjusted in
                -----
accordance with Section 14 of the Plan.

          (gg) "Stock Purchase Right" means the right to purchase Common Stock
                --------------------
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.
<PAGE>

          (hh) "Subsidiary" means a "subsidiary corporation", whether now or
                ----------
hereafter existing, as defined in Section 424(f) of the Code.

  3.   Stock Subject to the Plan.  Subject to the provisions of Section 14 of
       -------------------------
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan is equal to (a) the number of Shares which were reserved but
unissued under the Company's 1996 Stock Option Plan ("1996 Plan") as of the date
of stockholder approval of the original adoption of this Plan, (b) the number of
Shares subsequently returned to the 1996 Plan as a result of termination of
options or repurchase of Shares issued under the 1996 Plan, plus (c) an annual
increase to be added on the first day of each of the Company's fiscal years
during the term of this Plan beginning in fiscal year 2001 equal to the lesser
of (i) 3,000,000 shares, (ii) 5% of the outstanding shares on such date or (iii)
an amount determined by the Board. Notwithstanding clause (c) above, in no event
shall the number of shares available for issuance under this Plan be increased
as set forth in clause (c) if such increase in addition to any proposed
increases in the number of shares available under all other employee and
director stock plans (including without limitation, the 2000 Director Stock
Option Plan and the 2000 Employee Stock Purchase Plan) will result in the total
number of shares available under all employee and director stock plans equaling
or exceeding 30% of the outstanding shares of the Company on the first day of
the respective fiscal year. The Shares may be authorized, but unissued, or
reacquired Common Stock.

          If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually been
                          --------
issued under the Plan, whether upon exercise of an Option or Right, shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the
Company at their original purchase price, such Shares shall become available for
future grant under the Plan.

  4.   Administration of the Plan.
       --------------------------

          (a) Procedure.
              ---------

               (i)   Multiple Administrative Bodies.  Different Committees with
                     ------------------------------
respect to different groups of Service Providers may administer the Plan.

               (ii)  Section 162(m).  To the extent that the Administrator
                     --------------
 determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

               (iii) Rule 16b-3.  To the extent desirable to qualify
                     ----------
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.

               (iv)  Other Administration.  Other than as provided above, the
                     --------------------
 Plan shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.

          (b) Powers of the Administrator.  Subject to the provisions of the
              ---------------------------
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

               (i)   to determine the Fair Market Value;
<PAGE>

               (ii)   to select the Service Providers to whom Awards may be
granted hereunder;

               (iii)  to determine the number of shares of Common Stock to be
covered by each Award granted hereunder;

               (iv)   to approve forms of agreement for use under the Plan;

               (v)    to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options or Stock Purchase Rights may be exercised (which may be based
on performance criteria), the time or times when Common Stock Equivalents may be
converted to Shares, any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

               (vi)   to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;

               (vii)  to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws;

               (viii) to modify or amend each Award (subject to Section 16(c) of
the Plan), including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;

               (ix)   to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares having a
Fair Market Value equal to the amount required to be withheld. The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections by an Optionee
to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable;

               (x)    to authorize any person to execute on behalf of the
Company any instrument required to effect an Award previously made by the
Administrator; and

               (xi)   to make all other determinations deemed necessary or
advisable for administering the Plan.

        (c) Effect of Administrator's Decision.  The Administrator's decisions,
            ----------------------------------
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Awards.

  5.  Eligibility.  Nonstatutory Stock Options, Stock Purchase Rights and
      -----------
Common Stock Equivalents may be granted to Service Providers.  Incentive Stock
Options may be granted only to Employees.
<PAGE>

  6.   Limitations.
       -----------

          (a) Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

          (b) Neither the Plan nor any Option or Stock Purchase Right shall
confer upon an Optionee any right with respect to continuing the Optionee's
relationship as a Service Provider with the Company, nor shall they interfere in
any way with the Optionee's right or the Company's right to terminate such
relationship at any time, with or without cause.

          (c) The following limitations shall apply to grants of Options:

                 (i)   No Service Provider shall be granted, in any fiscal year
of the Company, Options to purchase more than 500,000 Shares.

                 (ii)  In connection with his or her initial service, a Service
Provider may be granted Options to purchase up to an additional 1,000,000
Shares, which shall not count against the limit set forth in subsection (i)
above.

                 (iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 14.

                 (iv)  If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 14), the cancelled Option will be counted against the
limits set forth in subsections (i) and (ii) above. For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.

  7.   Term of Plan.  Subject to Section 20 of the Plan, the Plan shall become
       ------------
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 16 of the Plan.

  8.   Term of Option.  The term of each Option shall be stated in the Option
       --------------
Agreement. In the case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option Agreement.
<PAGE>

  9.   Option Exercise Price and Consideration.
       ---------------------------------------

          (a) Exercise Price.  The per share exercise price for the Shares to be
              --------------
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

                 (i)   In the case of an Incentive Stock Option

                       (A) granted to an Employee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                       (B) granted to any Employee other than an Employee
described in paragraph (A) immediately above, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on the date of grant.

                 (ii)  In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                 (iii) Notwithstanding the foregoing, Options may be granted
with a per Share exercise price of less than 100% of the Fair Market Value per
Share on the date of grant pursuant to a merger or other corporate transaction.

          (b) Waiting Period and Exercise Dates.  At the time an Option is
              ---------------------------------
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions that must be satisfied before the
Option may be exercised.

          (c) Form of Consideration.  The Administrator shall determine the
              ---------------------
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:

                 (i)   cash;

                 (ii)  check;

                 (iii) promissory note;

                 (iv)  other Shares, provided Shares acquired from the Company,
(A) have been owned by the Optionee for more than six (6) months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option shall be
exercised;

                 (v)   consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;
<PAGE>

                 (vi)   a reduction in the amount of any Company liability to
the Optionee, including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation program or
arrangement;

                 (vii)  any combination of the foregoing methods of payment; or

                 (viii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

  10.  Exercise of Option.
       ------------------

          (a) Procedure for Exercise; Rights as a Shareholder.  Any Option
              -----------------------------------------------
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.

                 An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
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), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 14 of the Plan.

                 Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

          (b) Termination of Relationship as a Service Provider.  If an Optionee
              -------------------------------------------------
ceases to be a Service Provider, other than upon the Optionee's death or
Disability, the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Optionee's termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
<PAGE>

          (c) Disability of Optionee.  If an Optionee ceases to be a Service
              ----------------------
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
to the extent the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (d) Death of Optionee.  If an Optionee dies while a Service Provider,
              -----------------
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (e) Buyout Provisions.  The Administrator may at any time offer to
              -----------------
buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

  11.  Stock Purchase Rights.
       ---------------------

          (a) Rights to Purchase.  Stock Purchase Rights may be issued either
              ------------------
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically, by means of a Notice of Grant, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the offeree shall be entitled to purchase, the price to be paid, and
the time within which the offeree must accept such offer. The offer shall be
accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.

          (b) Repurchase Option.  Unless the Administrator determines
              -----------------
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at a rate determined by the
Administrator.
<PAGE>

          (c) Other Provisions.  The Restricted Stock Purchase Agreement shall
              ----------------
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

          (d) Rights as a Shareholder.  Once the Stock Purchase Right is
              -----------------------
exercised, the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 14
of the Plan.

  12.  Common Stock Equivalents.
       ------------------------

          (a) Award of Common Stock Equivalents.  Common Stock Equivalents may
              ---------------------------------
be awarded to Service Providers either alone, in addition to, or in tandem with
other Awards granted under the Plan and/or cash awards made outside of the Plan.
An Award of Common Stock Equivalents shall be made pursuant to a Common Stock
Equivalent Agreement in such form as is determined by the Administrator.

          (b) Bookkeeping Account; Nontransferability. The number of Common
              ---------------------------------------
Stock Equivalents awarded pursuant to Section 12(a) to each Service Provider
shall be credited to a bookkeeping account established in the name of the
Service Provider at such time or times as specified in the Service Provider's
Common Stock Equivalent Agreement. The Company's obligation with respect to such
Common Stock Equivalents shall not be funded or secured in any manner. A Service
Provider's right to receive Common Stock Equivalents may not be assigned or
transferred, voluntarily or involuntarily, except as expressly provided herein.

          (c) Dividends. If the Company pays a cash dividend with respect to the
              ---------
Shares at any time while Common Stock Equivalents are credited to a Service
Provider's account, there shall be credited to the Service Provider's account
additional Common Stock Equivalents equal to (i) the dollar amount of the cash
dividend the Service Provider would have received had he or she been the actual
owner of the Shares to which the Common Stock Equivalents then credited to the
Service Provider's account relate, divided by (ii) the Fair Market Value of one
Share on the dividend payment date.  The Company will pay the Service Provider a
cash payment in lieu of fractional Common Stock Equivalents on the date of such
dividend payment.

          (d) Conversion.  The Company shall deliver to the Service Provider
              ----------
(or his or her designated beneficiary or estate) a number of Shares equal to the
whole number of Common Stock Equivalents then credited to the Service Provider's
account, at such time or times as specified in the Service Provider's Common
Stock Equivalent Agreement, or as otherwise provided herein.

          (e) Stockholder Rights. A Service Provider (or his or her designated
              ------------------
beneficiary or estate) shall not be entitled to any voting or other stockholder
rights as a result of the credit of Common Stock Equivalents to the Service
Provider's account, until certificates representing Shares are delivered to the
Service Provider (or his or her designated beneficiary or estate) upon
conversion of the Service Provider's Common Stock Equivalents pursuant to
Section 12(d).

  13.  Non-Transferability of Awards.  Unless determined otherwise by the
       -----------------------------
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner
<PAGE>

other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Award transferable, such Award shall contain such
additional terms and conditions as the Administrator deems appropriate.

  14.  Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
       ------------------------------------------------------------------------
Sale.
----

          (a) Changes in Capitalization.  Subject to any required action by the
              -------------------------
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, the number of Common Stock Equivalents credited to a
Service Provider's account under Section 12(b) and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Awards have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Award, the number of shares that may be
added annually to the shares reserved under the Plan (pursuant to Section
3(a)(i)), as well as the price per share of Common Stock covered by each such
outstanding Award, 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 increase or decrease in the number of issued
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 Board, 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 Award.

          (b) Dissolution or Liquidation.  In the event of the proposed
              --------------------------
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide: (i) for an
Optionee to have the right to exercise his or her Option until ten (10) days
prior to such transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be exercisable; (ii)
that any Company repurchase option applicable to any Shares purchased upon
exercise of an Option or Stock Purchase Right shall lapse as to all such Shares,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated; and (iii) that any Common Stock Equivalents credited to
a Service Provider's account under Section 12(b) shall convert into Shares (as
provided in Section 12(d)) immediately prior to the consummation of any such
dissolution or liquidation. To the extent it has not been previously exercised,
an Award will terminate immediately prior to the consummation of such proposed
action.

          (c) Merger or Asset Sale.  In the event of a merger of the Company
              --------------------
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Award shall be assumed or an equivalent award
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 Award: (i) each Optionee shall fully vest in and
have the right to exercise the Option or Stock Purchase Right as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable; (ii) any Company repurchase option applicable to any Shares
acquired upon exercise of an Option or Stock Purchase Right shall lapse as to
all such Shares; and (iii) Common Stock Equivalents credited to a Service
Provider's account
<PAGE>

under Section 12(b) shall convert into Shares (as provided in Section 12(d))
immediately prior to the merger or sale of assets. If an Option or Stock
Purchase Right becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee in writing or electronically that the Option or Stock
Purchase Right shall be fully vested and exercisable for a period of fifteen
(15) days from the date of such notice, and the Option or Stock Purchase Right
shall terminate upon the expiration of such period. If a Common Stock Equivalent
converts into Shares in such event, the Administrator shall notify the holder of
such Common Stock Equivalent at least fifteen (15) days prior to the
consummation of the proposed action. For the purposes of this paragraph, an
Award shall be considered assumed if, following the merger or sale of assets,
the award confers the right to purchase or receive, for each Share of Optioned
Stock subject to the Option or Stock Purchase Right or for each Common Stock
Equivalent, immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
sale of assets is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option or
Stock Purchase Right, for each Share of Optioned Stock subject to the Option or
Stock Purchase Right or upon conversion of each Common Stock Equivalent, to be
solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of Common Stock
in the merger or sale of assets.

  15.  Date of Grant.  The date of grant of an Award shall be, for all purposes,
       -------------
the date on which the Administrator makes the determination granting such Award,
or such other later date as is determined by the Administrator.  Notice of the
determination shall be provided to each Optionee within a reasonable time after
the date of such grant.

  16.  Amendment and Termination of the Plan.
       -------------------------------------

          (a) Amendment and Termination.  The Board may at any time amend,
              -------------------------
alter, suspend or terminate the Plan.

          (b) Shareholder Approval.  The Company shall obtain shareholder
              --------------------
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

          (c) Effect of Amendment or Termination.  No amendment, alteration,
              ----------------------------------
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the holder of such Award and the
Administrator, which agreement must be in writing and signed by the holder of
such Award and the Company. Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with
respect to Awards granted under the Plan prior to the date of such termination.

  17.  Conditions Upon Issuance of Shares.
       ----------------------------------

          (a) Legal Compliance.  Shares shall not be issued pursuant to the
              ----------------
exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares shall comply
<PAGE>

with Applicable Laws and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

          (b) Investment Representations.  As a condition to the exercise of an
              --------------------------
Award, the Company may require the person exercising such Award 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.

  18.  Inability to Obtain Authority.  The inability of the Company to obtain
       -----------------------------
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

  19.  Reservation of Shares.  The Company, during the term of this Plan, will
       ---------------------
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

  20.  Shareholder Approval.  The Plan shall be subject to approval by the
       --------------------
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such shareholder approval shall be obtained in the manner and to the
degree required under Applicable Laws.
<PAGE>

                                MICROTUNE, INC.

                                2000 STOCK PLAN

                            STOCK OPTION AGREEMENT

                                (TRANSFERABLE)


     Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT
     ----------------------------

     [Optionee's Name and Address]

     You have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

     Grant Number                       ___________________________________

     Date of Grant                      ___________________________________

     Vesting Commencement Date          ___________________________________

     Exercise Price per Share           $__________________________________

     Total Number of Shares Granted     ___________________________________

     Total Exercise Price               $__________________________________

     Type of Option:                    ___ Incentive Stock Option

                                        ___ Nonstatutory Stock Option

     Term/Expiration Date:              ___________________________________


     Vesting Schedule:
     ----------------

     Subject to accelerated vesting as set forth below, this Option may be
exercised, in whole or in part, in accordance with the following schedule:

     [20% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/60 of the Shares subject to the Option shall
vest each month thereafter on the same day of the month as the Vesting
Commencement Date, subject to the Optionee continuing to be a Service Provider
on such dates].
<PAGE>

     Termination Period:
     ------------------

     This Option may be exercised for [two (2) months] after Optionee ceases to
be a Service Provider. Upon the death or Disability of Optionee, this Option may
be exercised for [twelve (12) months] after Optionee ceases to be a Service
Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.  AGREEMENT
     ---------

     A.  Grant of Option.
         ---------------

          The Plan Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee") an option (the "Option") to purchase the number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the Plan, which is incorporated herein by reference. Subject to Section 16(c) of
the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.

          If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an Incentive
Stock Option, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").

     B.  Exercise of Option.
         ------------------

          (a)  Right to Exercise.  This Option is exercisable during its term in
               -----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

          (b)  Method of Exercise.  This Option is exercisable by delivery of an
               ------------------
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
                                         ---------
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan.  The Exercise Notice shall be completed
by the Optionee and delivered to the Company.  The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares.  This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.

             No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws.  Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
<PAGE>

     C.  Method of Payment.
         -----------------

          Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

          1.  cash; or

          2.  check; or

          3.  consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; or

          4.  surrender of other Shares, which in the case of Shares acquired
from the Company, (i) have been owned by the Optionee for more than six (6)
months on the date of surrender, and (ii) have a Fair Market Value on the date
of surrender equal to the aggregate Exercise Price of the Exercised Shares.

     D.  Limited Transferability of Option.  This Option may not be sold,
         ---------------------------------
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee; provided, however,
that the Optionee may transfer, without payment of consideration, the Option to
any member of the Optionee's immediate family or to a trust or partnership whose
beneficiaries are members of the Optionee's immediate family by completing an
Election to Transfer Stock Option Form to be obtained from the Company.  In such
case, the Option shall be exercisable only by such transferee.  Following
transfer, this Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to the transfer.  For purposes
of this Section, an Optionee's "immediate family" shall mean the Optionee's
spouse, children and grandchildren.

     E.  Term of Option.
         --------------

          This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Option Agreement.

     F.  Tax Obligations.
         ---------------

          1.  Withholding Taxes.  Optionee agrees to make appropriate
              -----------------
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Optionee) for the satisfaction of all Federal, state, and local income
and employment tax withholding requirements applicable to the Option exercise.
Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

          2.  Notice of Disqualifying Disposition of ISO Shares.  If the Option
              -------------------------------------------------
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition.  Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.
<PAGE>

     G.  Entire Agreement; Governing Law.
         -------------------------------

          The Plan is incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Texas.

     H.  NO GUARANTEE OF CONTINUED SERVICE.
         ---------------------------------

          OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT
TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT
OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

          By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.



OPTIONEE:                           MICROTUNE, INC.


____________________________        _____________________________________
Signature                           By

____________________________        ____________________________________
Print Name                          Title

____________________________
Residence Address

____________________________
<PAGE>

                                   EXHIBIT A
                                   ---------

                                MICROTUNE, INC.

                                2000 STOCK PLAN

                                EXERCISE NOTICE

Microtune, Inc.
2540 E. Plano Parkway, Suite 188
Plano, TX 75074

Attention:  [Title]


     1.   Exercise of Option.  Effective as of today, ________________, _____,
          ------------------
the undersigned ("Purchaser") hereby elects to purchase ______________ shares
(the "Shares") of the Common Stock of Microtune, Inc. (the "Company") under and
pursuant to the 2000 Stock Plan (the "Plan") and the Stock Option Agreement
dated, _____ (the "Option Agreement"). The purchase price for the Shares shall
be $_____, as required by the Option Agreement.

     2.   Delivery of Payment.  Purchaser herewith delivers to the Company the
          -------------------
full purchase price for the Shares.

     3.   Representations of Purchaser.  Purchaser acknowledges that Purchaser
          ----------------------------
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.

     4.   Rights as Shareholder.  Until the issuance (as evidenced by the
          ---------------------
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 14 of the
Plan.

     5.   Tax Consultation.  Purchaser understands that Purchaser may suffer
          ----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
<PAGE>

     6.   Entire Agreement; Governing Law.  The Plan and Option Agreement are
          -------------------------------
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Texas.

Submitted by:                       Accepted by:

PURCHASER:                          MICROTUNE, INC.


___________________________         _________________________________
Signature                           By


___________________________         _________________________________
Print Name                          Its

Address:                            Address:
-------                             -------

___________________________         2540 E. Plano Parkway, Suite 188
                                    Plano, TX 75074

___________________________


                                    _________________________________
                                    Date Received


<PAGE>

                                MICROTUNE, INC.

                                2000 STOCK PLAN

                            STOCK OPTION AGREEMENT


     Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT
     ----------------------------

     [Optionee's Name and Address]

     You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

     Grant Number                            _______________________________

     Date of Grant                           _______________________________

     Vesting Commencement Date               _______________________________

     Exercise Price per Share                $______________________________

     Total Number of Shares Granted          _______________________________

     Total Exercise Price                    $______________________________

     Type of Option:                         ___ Incentive Stock Option

                                             ___ Nonstatutory Stock Option

     Term/Expiration Date:                   _______________________________


     Vesting Schedule:
     ----------------

     Subject to accelerated vesting as set forth below, this Option may be
exercised, in whole or in part, in accordance with the following schedule:

     [20% of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and 1/60 of the Shares subject to the Option shall
vest each month thereafter on the same day of the month as the Vesting
Commencement Date, subject to the Optionee continuing to be a Service Provider
on such dates].
<PAGE>

     Termination Period:
     ------------------

     This Option may be exercised for [two (2) months] after Optionee ceases to
be a Service Provider. Upon the death or Disability of Optionee, this Option may
be exercised for [twelve (12) months] after Optionee ceases to be a Service
Provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.  AGREEMENT
     ---------

     A.   Grant of Option.
          ---------------

          The Plan Administrator of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee") an option (the "Option") to purchase the number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the Plan, which is incorporated herein by reference. Subject to Section 16(c) of
the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.

          If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option under
Section 422 of the Code. However, if this Option is intended to be an Incentive
Stock Option, to the extent that it exceeds the $100,000 rule of Code Section
422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").

     B.   Exercise of Option.
          ------------------

          (a)  Right to Exercise.  This Option is exercisable during its term in
               -----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

          (b)  Method of Exercise.  This Option is exercisable by delivery of an
               ------------------
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
                                         ---------
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be completed
by the Optionee and delivered to the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.

               No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws.  Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
<PAGE>

     C.   Method of Payment.
          -----------------

          Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

          1.   cash; or

          2.   check; or

          3.   consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; or

          4.   surrender of other Shares, which in the case of Shares acquired
from the Company, (i) have been owned by the Optionee for more than six (6)
months on the date of surrender, and (ii) have a Fair Market Value on the date
of surrender equal to the aggregate Exercise Price of the Exercised Shares.

     D.   Non-Transferability of Option.
          -----------------------------

          This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

     E.   Term of Option.
          --------------

          This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Option Agreement.

     F.   Tax Obligations.
          ---------------

          1.   Withholding Taxes.  Optionee agrees to make appropriate
               -----------------
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Optionee) for the satisfaction of all Federal, state, and local income
and employment tax withholding requirements applicable to the Option exercise.
Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.

          2.   Notice of Disqualifying Disposition of ISO Shares.  If the Option
               -------------------------------------------------
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition.  Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.
<PAGE>

     G.   Entire Agreement; Governing Law.
          -------------------------------

          The Plan is incorporated herein by reference. The Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Texas.

     H.   NO GUARANTEE OF CONTINUED SERVICE.
          ---------------------------------

          OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT
TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT
OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

          By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.


OPTIONEE:                           MICROTUNE, INC.


__________________________          ________________________________
Signature                           By

__________________________          ________________________________
Print Name                          Title

__________________________
Residence Address

__________________________
<PAGE>

                                   EXHIBIT A
                                   ---------

                                MICROTUNE, INC.

                                2000 STOCK PLAN

                                EXERCISE NOTICE


Microtune, Inc.
2540 E. Plano Parkway, Suite 188
Plano, TX 75074

Attention:  [Title]


     1.   Exercise of Option.  Effective as of today, ________________, _____,
          ------------------
the undersigned ("Purchaser") hereby elects to purchase ______________ shares
(the "Shares") of the Common Stock of Microtune, Inc. (the "Company") under and
pursuant to the 2000 Stock Plan (the "Plan") and the Stock Option Agreement
dated, _____ (the "Option Agreement").  The purchase price for the Shares shall
be $_____, as required by the Option Agreement.

     2.   Delivery of Payment.  Purchaser herewith delivers to the Company the
          -------------------
full purchase price for the Shares.

     3.   Representations of Purchaser.  Purchaser acknowledges that Purchaser
          ----------------------------
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.

     4.   Rights as Shareholder.  Until the issuance (as evidenced by the
          ---------------------
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which the record
date is prior to the date of issuance, except as provided in Section 14 of the
Plan.

     5.   Tax Consultation.  Purchaser understands that Purchaser may suffer
          ----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
<PAGE>

     6.   Entire Agreement; Governing Law.  The Plan and Option Agreement are
          -------------------------------
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Texas.

Submitted by:                       Accepted by:

PURCHASER:                          MICROTUNE, INC.


__________________________          ________________________________
Signature                           By

__________________________          ________________________________
Print Name                          Its

Address:                            Address:
-------                             -------

__________________________          2540 E. Plano Parkway, Suite 188
                                    Plano, TX 75074
__________________________

                                     ________________________________
                                    Date Received
<PAGE>

                                MICROTUNE, INC.

                       Election to Transfer Stock Option

Instructions: Complete this form if you want to transfer all or part of a
nonstatutory stock option that was granted to you under the Microtune, Inc. 2000
Stock Plan. You must complete Parts I through IV of this form. The person to
whom you wish to transfer the option (the "Transferee") must complete Part V.
Please return the completed form to the General Counsel, Microtune, Inc., 2540
East Plano Parkway, Suite 188, Plano, Texas 75074. All transfers are subject to
the approval of the Company. Stock Administration will notify you if your form
is complete and your transfer has been accepted.

I.   OPTIONEE INFORMATION

Enter the name and other identifying information for the Optionee (that is, for
the person to whom the option originally was granted). You may transfer a stock
option only if your option agreement between you and the Company permits the
transfer and the transfer is by bona fide gift.

Name:_____________________________________________________________________

Social Security Number:___________________________________________________

Address:__________________________________________________________________

Telephone:________________________________________________________________

II.  TRANSFEREE INFORMATION

Enter the information for the person to whom you want to transfer your option
(that is, for the Transferee). You may transfer an option only to: (a) a member
of your immediate family, (b) a trust established for the exclusive benefit of
you and/or your immediate family, (c) a partnership, limited liability company
or other entity whose only partners or members are you and/or your immediate
family, or (d) a foundation if the foundation's assets are controlled by you
and/or your immediate family. Immediate family means your spouse, parents,
brothers, sisters, children, stepchildren and grandchildren.

Name of Transferee:________________________________________________________

Social Security Number (or TIN):___________________________________________

Address:___________________________________________________________________

Telephone:_________________________________________________________________

III. STOCK OPTION(S) TO BE TRANSFERRED

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Option Number       Grant Date      Number of Shares        Exercise Price per      Date of Transfer
                                    Being Transferred       Share                   (cannot be retroactive)
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>                      <C>                     <C>

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

IV.  ACKNOWLEDGMENT AND SIGNATURE OF OPTIONEE

By signing below, I (the Optionee) acknowledge and confirm that: (a) I am
transferring full and complete ownership of the option(s) shown above to the
Transferee (including all rights to exercise and profit from the option(s)), (b)
the transfer is a bona fide gift, (c) when the Transferee exercises an option, I
will have ordinary income (reportable by the Company on my Form W-2 or Form
1099) equal to the difference between the fair market value of the purchased
shares on the date of exercise and the exercise price of the option, and (d) the
information that I have provided on this form is true and complete. I understand
that I am solely responsible for paying any taxes owed because of an option
exercise and I agree to make full payment to the Company of any withholding
taxes (including FICA tax) due upon exercise of the option. I also authorize the
Company (at its option) to deduct the withholding taxes from any other
compensation or payments that the Company otherwise owes to me. I have received
and read a copy of the prospectus for the 1999 Stock Plan and I understand that
my transfer election is subject to all 1999 Stock Plan rules.

Signature:___________________________          Date:________________________

V.   ACKNOWLEDGMENT AND SIGNATURE OF TRANSFEREE

By signing below, I (the Transferee) acknowledge and confirm that (a) I accept
ownership of the option(s) shown above, (b) the option(s) continue to be subject
to all of the terms of the applicable option agreement(s) and of the 2000 Stock
Plan, (c) the above information about me is true and complete, (d) the option(s)
cannot be transferred by me except upon my death, (e) my exercise of the
option(s) and disposition of shares purchased with the option(s) are subject to
all Company policies as if the option(s) had not been transferred, including the
Company's securities trading policy, and (f) I have received and read a copy of
the prospectus for the Plan.

Signature:___________________________          Date:________________________

For Company use only:  Received ____________________  Date:_________________
<PAGE>

                                MICROTUNE, INC.

                                2000 STOCK PLAN

                       COMMON STOCK EQUIVALENT AGREEMENT

          This Common Stock Equivalent Agreement (the "Agreement") is made this
_________ day of ________, 20__, by and between Microtune, Inc. (the "Company")
and __________ (the "Recipient").  Unless otherwise defined herein, the terms
defined in the Company's 2000 Stock Plan (the "Plan") shall have the same
defined meanings herein.

          1.  Award.  The Company hereby awards _______________ Common Stock
              -----
Equivalents to the Recipient pursuant to this Agreement and Section 12 of the
Plan; provided, however, that this Award shall vest in accordance with the
following schedule:

          [INSERT VESTING SCHEDULE]

          The Company shall credit a bookkeeping account in the Recipient's name
(the "Account"), established for such purpose, with the number of Common Stock
Equivalents specified above entered into the Account at such times as specified
above.

          2.  Conversion.  Following the earlier of (i) _______________, _____
              ----------
or (ii) the date on which the Recipient shall die or retire, or his or her
engagement as a Service Provider shall terminate for any other reason, the
Company shall deliver to the Recipient (or to his designated beneficiary,
executor or administrator, in the event of his death) a number of Shares equal
to the whole number of vested Common Stock Equivalents, if any, credited to the
Account at such time.

          3.  Designation of Beneficiary; Nontransferability.
              ----------------------------------------------

              (a) Designation of Beneficiary.  The Recipient shall have the
                  --------------------------
right by will to designate one or more beneficiaries to receive any Shares
deliverable pursuant to Section 2 above. If no beneficiary shall be designated
or, having been designated, shall not be living at the time delivery of the
Shares is to be made, the balance of the Shares shall be delivered to the
Recipient's executor or administrator and shall constitute part of the
Recipient's estate. If the Company determines that a person to whom Shares are
to be delivered is a minor or is mentally or physically incapable of receiving
or caring for the Shares that would otherwise be delivered to such person, the
Shares may be applied for the benefit of the person (with or without the
intervention of a guardian or committee) or, in the case of a minor, may be
delivered to a custodian for the minor under the California Uniform Transfer to
Minors Act, to the parents or a parent of the minor, to a legal guardian of the
minor, or any other person who may have the estate or custody of the minor's
person. Any such delivery shall be a complete discharge of the liabilities of
the Company under this Agreement.

              (b) Nontransferability.  Except as provided in subsection (a), the
                  ------------------
rights of the Recipient under this Agreement are personal to him or her and no
right or benefit under this
<PAGE>

Agreement shall be subject to anticipation, alienation, sale, assignment,
pledge or encumbrance by the Recipient or anyone on his or her behalf and shall
not be liable for the debts, contracts, liabilities, engagements or torts of the
Recipient. Neither this Agreement nor the establishment of the Account shall
create or be construed to create a trust or asset segregation of any kind for
the benefit of the Recipient or to create any form of fiduciary relationship
between the Company and the Recipient, his named beneficiary or executor or
administrator, as the relationship created by this Agreement is that of a
general creditor.

          4.  Title and Beneficial Ownership.  Title to and beneficial ownership
              ------------------------------
of all assets in the Account shall at all times remain with the Company, and
neither the Recipient nor his named beneficiary or executor or administrator
shall have any property interest whatsoever in any specific assets of the
Company.

          5.  Entire Agreement; Governing Law.  The Plan is incorporated herein
              -------------------------------
by reference. This Agreement shall in all respects be subject to the terms,
definitions and provisions of the Plan. The Plan and this Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and the Recipient with respect to the subject matter hereof, and may not
be modified except by means of a writing signed by the Company and the
Recipient. This Agreement shall be governed by Texas law, except for that body
of law pertaining to conflicts of laws.

          THE RECIPIENT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT
OR THE PLAN SHALL CONFER UPON THE RECIPIENT ANY RIGHT WITH RESPECT TO
CONTINUATION OF HIS OR HER ENGAGEMENT AS A SERVICE PROVIDER.


          RECIPIENT:                    MICROTUNE, INC:


          _____________________         __________________________

          [Name]                        Its:______________________