Exhibit 4.5

                                 GLOBESPAN, INC.

                   2000 STOCK OPTION PLAN FOR FRENCH EMPLOYEES

     1.   Purposes of the Plan. The purposes of this Plan are:

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

          o.   to provide additional incentive to French Employees, and

          o.   to promote the success of the Company's business and the business
               of its French subsidiary.

     This Plan is a sub-plan  created under and pursuant to the U.S. Plan, which
has been adopted by the Board and  approved by the  shareholders  of  GlobeSpan,
Inc. (the "Company"), and which provides that French employees may benefit under
this Plan.  Options  shall be granted  under the Plan at the  discretion  of the
Administrator  from the pool of available  shares under the U.S.  Plan,  and are
intended  to qualify  for  preferred  treatment  under  French tax laws.  Unless
otherwise defined herein, the terms defined in the U.S. Plan shall have the same
defined meanings in this Plan, and, except as otherwise provided herein, Options
granted under this Plan shall be subject to the terms and conditions of the U.S.
Plan. Except as otherwise  provided herein, the terms and provisions of the U.S.
Plan are hereby incorporated by reference.

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

          (a) "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  option  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 are granted
under the U.S. Plan.

          (b) "Disability"  means total and permanent  disability, as defined
under Applicable Laws.

          (c) "Employee"  means any person  employed by T.Sqware,  S.A. in a
salaried position, and who is a resident of the Republic of France.

          (d) "Fair Market Value" means,  as of any date,  the dollar value of
Common  Stock  determined  as follows:  (i) If the Common Stock is listed on any


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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 average  closing price
for the last 20 days preceding the date of determination  for such stock (or the
average closing bid for such 20 day period, if no sales were reported) as quoted
on such exchange or system and 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,  its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
for the last 20 days preceding the date of determination; or

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

               (iv)  Notwithstanding  anything else herein to the contrary,  for
purposes of determining  the Option Price,  Fair Market Value shall mean 5% less
than  the  average  closing  price  for the last 20 days  preceding  the date of
determination for such stock (or the average closing bid for such 20 day period,
if no sales were  reported) as quoted on the  exchange or system  referred to in
(d)(i)  above,  and reported in The Wall Street  Journal or such other source as
the Administrator deems reliable;  provided, however, that the Fair Market Value
shall  never  be less  than 80% of the  average  closing  price  for such 20 day
period.

          (e) "Option Price" means the per share price for exercising an Option,
determined in accordance with subsection 5(a) of the Plan.

          (f) "Plan"  means this  GlobeSpan,  Inc.  2000 Stock  Option  Plan for
French Employees.

          (g) "Shares" means Common Stock of the Company.

          (h) "U.S.  Plan" means the  GlobeSpan,  Inc. 1999  Supplemental  Stock
Option Plan.

     3.   Stock Subject to the Plan. The maximum  aggregate  number of Shares
that may be issued as a result of options  granted and not yet exercised,  shall
not exceed one-third of the Company's share capital.  Such Shares optioned under
the Plan shall come from the available  pool of Shares under the U.S.  Plan. The
Shares may be  authorized,  but  unissued,  or reacquired  Common Stock.  If any
optioned stock is to consist of reacquired  Shares,  such optioned stock must be


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purchased by the Company prior to the date of grant of the corresponding  Option
and must be reserved and set aside for such purpose.

          If an Option  expires or becomes  unexercisable  without  having  been
exercised in full,  the  unpurchased  Shares which were  subject  thereto  shall
become  available  for  future  grant  under  the  Plan  (unless  the  Plan  has
terminated).

     4.   Eligibility. Options may be granted only to Employees who at the date
of  grant  do not own  more  than  10% of the  issued  capital  of the  Company;
provided,  however,  that the President Directeur General, the Directeur General
and other  directors  who are also  Employees of  T.Sqware,  S.A. may be granted
Options.

     5.   Option Exercise Price and Consideration.

          (a) Option  Price.  The  Option  Price  for the  Shares  to be issued
pursuant to exercise of an Option shall be determined by the Administrator  upon
the date of grant of the Option and  stated in the Option  Agreement,  but in no
event shall be lower than one hundred percent (100%) of the Fair Market Value on
the date the Option is granted. The Option Price shall not be modified while the
Option is outstanding.

          (b) Form of  Consideration.  The  Administrator  shall  determine  the
acceptable form of consideration for exercising an Option, including, the method
of payment. Such consideration may consist of:

               (i)   cash or check (denominated in U.S. Dollars);

               (ii)  wire transfer (denominated in U.S. Dollars),

               (iii) consideration  received  by the  Company  under a cashless
exercise  program  implemented  by the  Company  in  connection  with the  Plan;
provided that such cashless exercise is approved by the Administrator; or

               (iv)  any combination of the foregoing methods of payment.

     6.   Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Stockholder.  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.  An Option may not be exercised for a fraction of
a Share. An Option shall be deemed exercised when the Subsidiary receives:


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               (i)   written  notice of exercise  (in  accordance  with the
Option  Agreement and in the form attached  hereto as Exhibit A) from the person
entitled to exercise the Option;

               (ii)  full payment for the Shares with respect to which the
Option is exercised; and

               (iii)  a  written  subscription   agreement  to  the  Shares  (in
accordance with the Option  Agreement and in the form attached hereto as Exhibit
B) from the person entitled to exercise the Option.

          (b)  Termination  of  Employment  Relationship.  In the event  that an
Optionee's  status as an Employee  terminates  (other  than upon the  Optionee's
death or  Disability),  the Optionee  may  exercise his or her Option,  but only
within  thirty (30) days (or such other period of time not  exceeding  three (3)
months as is determined by the  Administrator),  and only to the extent that the
Optionee was entitled to exercise it at 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).  If, at the date of  termination,  the  Optionee is not  entitled to
exercise  his or her  entire  Option,  the Shares  covered by the  unexercisable
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.

          (c) Disability of Optionee.  In the event that an Optionee's status as
an Employee  terminates as a result of the Optionee's  Disability,  the Optionee
may  exercise  his or her Option at any time within six (6) months from the date
of such  termination,  but only to the extent that the  Optionee was entitled to
exercise  it at the date of such  termination  (and in no event  later  than the
Expiration of the term of such Option as set forth in the Option Agreement). If,
at the date of termination,  the Optionee is not entitled to exercise his or her
entire  Option,  the Shares covered by the  unexercisable  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.  In the event of the death of an Optionee while
an  Employee,  the Option  may be  exercised  at any time  within six (6) months
following the date of death by the Optionee's estate or by a person who acquired
the right to  exercise  the Option by bequest  or  inheritance,  but only to the
extent that the  Optionee  was  entitled  to exercise  the Option at the date of


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death.  If, at the time of death,  the Optionee was not entitled to exercise his
or her entire  Option,  the Shares covered by the  unexercisable  portion of the
Option shall revert to the Plan.  If, after death,  the  Optionee's  estate or a
person who acquired  the right to exercise the Option by bequest or  inheritance
does not exercise the Option within the time specified herein,  the Option shall
terminate, and the Shares covered by such Option shall immediately revert to the
Plan.

          7. Term of Plan. The Plan shall become effective as of the date of its
adoption by the Board.  It shall continue in effect until the termination of the
U.S. Plan or the date ten (10) years from the date of its adoption, whichever is
sooner, unless terminated earlier under Section 12 of the U.S. Plan.

          8. Term of Option.  The term of each Option  shall be as stated in the
Option Agreement,  provided,  however,  that the maximum term of an Option shall
not exceed nine and one-half (9 1/2) years from the date of grant of the Option.

          9. Reporting  to  the  Shareholders'  Meeting.  In its  annual  proxy
statement to the shareholders, the Board shall inform the shareholders as to the
number  and  price  of the  Options  granted  hereunder,  and  as to the  Shares
subscribed upon exercise of such Options.


                                 GLOBESPAN, INC.

                   2000 STOCK OPTION PLAN FOR FRENCH EMPLOYEES

                             STOCK OPTION AGREEMENT

          Unless  otherwise  defined herein,  the terms defined in the U.S. Plan
and the 2000 Stock Option Plan For French Employees, 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 Stock Option
Agreement, as follows:

          Date of Grant

          Vesting Commencement Date

          Exercise Price per Share                $

          Total Number of Shares Granted


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          Total Exercise Price                    $

          Term/Expiration Date:

          Vesting Schedule:

          This Option may be exercised,  in whole or in part, in accordance with
the following schedule:

25% of the Shares  subject to this  Option  shall vest twelve  months  after the
Vesting  Commencement  Date (the "Initial Exercise Date") and 1/48 of the Shares
subject to this Option shall vest each month  thereafter,  subject to Optionee's
continuing status as an Employee on such dates.

          Termination Period:

          This Option may be exercised for thirty (30) days after termination of
the  employment  relationship,  or such longer period as may be applicable  upon
death or Disability of Optionee as provided in the Plan.

          Restriction on Exercise or Sale:

          The Shares  subject to this Option may not be exercised,  transferred,
assigned or hypothecated in any manner  otherwise than by will or by the laws of
descent or distribution  before the date three years after the Initial  Exercise
Date (the "Initial Sale Date").

II.  AGREEMENT

     1.  Grant of Option.  The Board 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 set forth
in the Notice of Grant, at the exercise price (the "Exercise Price"),  per share
set forth in the  Notice of Grant  subject  to the terms and  conditions  of the
Plan,  which is  incorporated  herein by  reference.  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.

     2.  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.  In the event of
Optionee's  death,  Disability or other  termination  of  Optionee's  employment
relationship,  the  exercisability  of the Option is governed by the  applicable
provisions of the Plan and this Option Agreement.


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          (b) Method of Exercise.  This Option is  exercisable by delivery of an
exercise  notice  to the  Subsidiary,  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"), by delivery of a subscription  agreement to the Subsidiary,
in the form attached as Exhibit B (the "Subscription  Agreement") and such other
representations  and  agreements  as  may be  required  by  the  Company  or the
Subsidiary.  Until such Shares are issued, no right to vote or receive dividends
or any other  rights as a  stockholder  shall exist with respect to the Optioned
Stock,  notwithstanding  the exercise of the Option.  The Company shall issue to
the Optionee (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 of issuance,  except as provided in Section
8 of the U.S.  Plan. The Exercise  Notice and  Subscription  Agreement  shall be
signed by the Optionee and shall be delivered in person or by certified  mail to
the Secretary of the Subsidiary.  The Exercise Notice and Subscription Agreement
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 Subsidiary of such fully executed Exercise Notice and Subscription Agreement
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 all relevant  provisions of law
and the  requirements  of any stock  exchange  upon  which the  Shares  are then
listed.  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.

     3. 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:

          (a) cash or check (denominated in U.S. Dollars);

          (b) wire transfer (denominated in U.S. Dollars);

          (c)  consideration  received  by the Company  under a formal  cashless
exercise  program adopted by the Company in connection  with the Plan,  provided
that such cashless exercise program is approved by the Administrator; or

     5.  Non-Transferability  of Option.  This  Option  may not be  transferred,
assigned or hypothecated 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


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binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.

     6. 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.

     7. No Guarantee of Employment.  The Optionee  acknowledges  and agrees that
nothing  in this  Agreement,  the  Plan,  nor the U.S.  Plan,  all of which  are
incorporated  herein by  reference,  shall  confer upon  Optionee any right with
respect to the continuation of employment by the Company or T.Sqware, S.A.

     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:                            GLOBESPAN, INC.


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Signature                                 By:

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Print Name                                Title:


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