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                                                                   EXHIBIT 10.20

                               CIDCO INCORPORATED

                       1994 DIRECTORS' STOCK OPTION PLAN


     1.   Purposes of the Plan. The purposes of this Directors' Stock Option
Plan are to attract and retain the best available personnel for service as
Directors of CIDCO Incorporated (the "Company"), to provide additional
incentive to the outside Directors of the Company to serve as Directors, and to
encourage their continued service on the Board. All options granted hereunder
shall be "nonstatutory stock options."

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

          (a)  "Board" shall mean the Board of Directors of the Company.

          (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company.

          (d)  "Company" shall mean CIDCO Incorporated, a Delaware corporation.

          (e)  "Continuous Status as a Director" shall mean the absence of any
interruption or termination of service as a Director.

          (f)  "Director" shall mean a member of the Board.

          (g)  "Effective Date" shall mean the date on which the Plan is
approved by the stockholders of the Company.

          (h)  "Employee" shall mean any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient in and
of itself to constitute "employment" by the Company.

          (i)  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

          (j)  "Option" shall mean a stock option granted pursuant to the Plan.

          (k)  "Optioned Stock" shall mean the Common Stock subject to an
Option.


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          (l)  "Optionee" shall mean an Outside Director who receives an option.

          (m)  "Outside Director" shall mean a Director who is not an Employee.

          (n)  "Parent" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

          (o)  "Plan" shall mean this 1994 Directors' Stock Option Plan.

          (p)  "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

          (q)  "Subsidiary" shall mean 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 11 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 100,000 Shares (the "Pool"). The Shares may be authorized,
but unissued, or reacquired Common Stock.

          If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. If Shares which were acquired upon exercise of an
Option are subsequently repurchased by the Company, such Shares shall not in any
event be returned to the Plan and shall not become available for future grant
under the Plan.

     4.   Administration of and Grants of Options under the Plan.

          (a) Administrator. Except as otherwise required herein, the Plan
shall be administered by the Board.

          (b) Powers of the Board. Subject to the provisions and restrictions
of the Plan, the Board (with any interested director being excluded from
participating in the consideration of the grant of options to such interested
director) shall have the authority, in its discretion: (i) to determine which
Outside Directors shall be granted Options and to determine the number of
Shares to be covered by Options granted to Outside Directors; (ii) to
determined, upon review of relevant information and in accordance with Section
8(b) of the Plan, the fair market value of the Common Stock; (iii) to determine
the exercise price per share of Options to be granted, which exercise price
shall be determined in accordance with Section 8(a) of the Plan; (iv) to


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determine the vesting schedule and other terms of Options to be granted; (v) to
interpret the Plan; (vi) to prescribe, amend and rescind rules and regulations
relating to the Plan; (vii) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option previously
granted hereunder; and (viii) to make all other determinations deemed necessary
or advisable for the administration of the Plan.

          (c)  Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.

          (d)  Suspension or Termination of Option. If the President of the
Company (the "President") or his or her designee reasonably believes that an
Optionee has committed an act of misconduct, the President may suspend the
Optionee's right to exercise any option pending a determination by the Board of
Directors (excluding, if relevant, the Outside Director accused of such
misconduct). If the Board of Directors (excluding, if relevant, the Outside
Director accused of such misconduct) determines an Optionee has committed an
act of embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the
Company, breach of fiduciary duty or deliberate disregard of Company rules
resulting in loss, damage or injury to the Company, or if an Optionee makes an
unauthorized disclosure of any Company trade secret or confidential
information, engages in any conduct constituting unfair competition, induces
any Company customer to breach a contract with the Company or induces any
principal for whom the Company acts as agent to terminate such agency
relationship, neither the Optionee nor his or her estate shall be entitled to
exercise any option whatsoever. In making such determination, the Board of
Directors (excluding, if relevant, the Outside Director accused of such
misconduct) shall act fairly and shall give the Optionee an opportunity to
appear and present evidence on Optionee's behalf at a hearing before the Board
or a committee of the Board.

     5.   Eligibility. Options may be granted only to Outside Directors. An
Outside Director who has been granted an Option may, if he or she is otherwise
eligible, thereafter be granted an additional Option or Options in accordance
with the Plan.

          The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which the Director or the Company
may have to terminate his or her directorship at any time.

     6.   The Term of Plan; Effective Date. The Plan shall become effective on
the Effective Date and shall continue in


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effect for a term of ten (10) years unless sooner terminated under Section 13
of the Plan, subject to the limitations set forth in the Plan.

     7.   Term of Option. The term of each Option shall be five years from the
date of grant thereof.

     8.   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 100% of the fair market
value per Share on the date of grant of the Option.

          (b)  Fair Market Value. The fair market value per Share shall be the
mean of the bid and asked prices of the Common Stock in the over-the-counter
market on the date of grant, as reported in The Wall Street Journal (or, if not
so reported, as otherwise reported by the National Association of Securities
Dealers Automated Quotation ("NASDAQ") System) or, in the event that the Common
Stock is traded on the NASDAQ National Market System or listed on a stock
exchange, the fair market value per Share shall be the closing price on the
largest such system or exchange on the date of grant of the Option, as reported
in The Wall Street Journal, provided, however, that if such market or exchange
is closed on the date of the grant of the Option then the fair market value per
Share shall be based on the most recent date on which such trading occurred
immediately prior to the date of the grant of the Option; provided, further,
that if the fair market value cannot be determined in accordance with the
forgoing, it shall be determined in good faith by the Board.

          (c)  Form of Consideration. Options granted under the Plan may
provide for the payment of the exercise price by delivery of (i) cash or a
check payable to the order of the Company in an amount equal to the exercise
price of such options, (ii) a promissory note in an amount equal to the
exercise price of such options, (iii) shares of Common Stock of the Company
owned by the optionee having a fair market value equal in amount to the
exercise price of the options being exercised, or (iv) any combination of (i),
(ii) and (iii), provided, however, that payment of the exercise price by
delivery of a promissory note or shares of Common Stock of the Company owned by
such optionee may be made only under such circumstances, if any, and on such
terms as may from time to time be established by the Board. The fair market
value of any shares of the Company's Common Stock which may be delivered upon
exercise of an option shall be determined by the Board in accordance with
Section 8(b) hereof.


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     9.   Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times as are determined by the
Board at the time of grant and set forth in an option agreement as contemplated
by Section 16 hereof.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 8(c) of the Plan. 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 stock certificate evidencing such 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. A share certificate for the number of 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 the stock certificate is issued, except as provided in
Section 11 of the Plan.

          Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be 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 Status as a Director. If an outside Director
ceases to serve as a Director, he or she may, but only within 30 days (or such
other period of time not exceeding six (6) months as is determined by the
Board) after the date he or she ceases to be a Director of the Company,
exercise his or her Option to the extent that he or she was entitled to
exercise it at the date of such termination. Notwithstanding the foregoing, in
no event may the Option be exercised after its term set forth in Section 7 has
expired. To the extent that such Outside Director was not entitled to exercise
an Option at the date of such termination, or does not exercise such Option
(which he or she was entitled to exercise) within the time specified herein,
the Option shall terminate unless otherwise provided in this Section 9(b).

          Notwithstanding the foregoing, in the event that, following a Hostile
Change of Control (as defined herein), an

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Outside Director optionee is removed as a Director prior to the completion of
his then current term, all outstanding options held by such Outside Director
shall be subject to immediate acceleration, and any shares which are not vested
at the time of such removal shall immediately vest in full and he or she may
exercise his or her option within six (6) months after the date he or she
ceases to be a Director of the Company.

          (c)  Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event a Director is unable to continue his or her
service as a Director with the Company as a result of his or her total and
permanent disability (as defined in Section 22(e)(3) of the Code), he or she
may, but only within six (6) months (or such lesser period of time as is
determined by the Board) from the date of such termination, exercise his or
her Option to the extent he or she was entitled to exercise it at the date of
such termination. Notwithstanding the foregoing, in no event may the Option be
exercised after its term set forth in Section 7 has expired. To the extent that
he or she was not entitled to exercise the Option at the date of termination,
or if he or she does not exercise such Option (which he or she was entitled to
exercise) within the time specified herein, the Option shall terminate.

          (d)  Death of Optionee. In the event of the death of an Optionee:

               (i)  during the term of the Option who is, at the time of his or
her death, a Director of the Company and who shall have been in Continuous
Status as a Director since the date of grant of the Option, the Option may be
exercised, at any time within six (6) months (or such lesser period of time as
is determined by the Board) 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 of the right to exercise that would have
accrued had the Optionee continued living and remained in Continuous Status as
a Director for six 6) months (or such lesser period of time as is determined by
the Board) after the date of death. Notwithstanding the foregoing, in no event
may the Option be exercised after its term set forth in Section 7 has expired.

               (ii) within 30 days after the termination of Continuous Status
as a Director, the Option may be exercised, at any time within six (6) months
(or such lesser period of time as is determined by the Board) 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 of the
right to exercise that had accrued at the date of termination. Notwithstanding
the foregoing, in no event may the option be exercised after its term set forth
in Section 7 has expired.

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     10.  Nontransferability of Options. The 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. The designation of a
beneficiary by an Optionee does not constitute a transfer. An Option may be
exercised during the lifetime of an Optionee only by the Optionee or a
transferee permitted by this Section.

     11.  Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action the shareholders of the Company, the number of shares of Common
Stock covered by each outstanding Option, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of any Option, as well as the price per share of
Common Stock covered by each such outstanding Option, 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 Option.

          In the event of the proposed dissolution or liquidation of the
Company, the Option will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the
right to exercise his or her Option as to all or any part of the Optioned
Stock, included Shares as to which the Option would not otherwise be
exercisable. In the event of a proposed sale or conveyance of all or
substantially all of the assets of the Company, or the merger or consolidation
of the Company with or into another corporation, each outstanding Option shall
be assumed or an equivalent option shall be substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that such successor corporation refuses to assume such Option or to
substitute an equivalent option, such Option may, at the discretion of the
Board, accelerate in full upon the consummation of the merger or sale of
assets. The Board shall also have the power and right, but not

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the obligation, to accelerate the exercisability of any options, notwithstanding
any limitations in this Plan upon a Change in Control (as defined herein). In
the event of a hostile change in control of the Company (a "Hostile Change in
Control"), whether by tender offer for more than 50% of the outstanding voting
stock, proxy contest for the election of Board members or other means lacking
the approval of the Board of Directors of the Company, each outstanding option
under this Plan shall automatically accelerate in full and unvested shares shall
vest in full immediately. For purposes of this Plan, a "Change in Control" shall
be deemed to have occurred if any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, who prior to such time
owned less than fifty percent (50%) of the then outstanding Common Stock of the
Company, shall acquire such additional shares of the Company's Common Stock in
one or more transactions, or series of transactions, such that following such
transaction or transactions, such person or group and affiliates beneficially
own more than fifty percent (50%) of the Company's Common Stock outstanding.

     12.  Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date when the Board approves the grant of such Options.
Notice of the grant of an Option shall be given to each Outside Director to
whom an Option is so granted within a reasonable time after the date of such
grant.

     13.  Amendment and Termination of the Plan.

          (a)  Amendment and Termination. The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable;
provided that, to the extent necessary and desirable to comply with Rule 16b-3
under the Exchange Act (or any other applicable law or regulation), the Company
shall obtain approval of the shareholders of the Company to Plan amendments to
the extent and in the manner required by such law or regulation.

          (b)  Effect of Amendment or Termination. Any such amendment or
termination of the Plan that would impair the rights of any Optionee shall not
affect Options already granted to such Optionee and such Options shall remain
in full force and effect as if this Plan had not been amended or terminated,
unless mutually agreed otherwise between the Optionee and the Board, which
agreement must be in writing and signed by the Optionee and the Company.

     14.  Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions

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of law, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated thereunder, state
securities laws, and the requirements of any stock exchange upon which the
Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

          As a condition to the exercise of an Option, the Company may require
the person exercising such Option 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 by any of
the aforementioned relevant provisions of law.

          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.

     15.  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.

     16.  Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

     17.  Information to Optionees. The Company shall provide to each Optionee,
during the period for which such Optionee has one or more Options outstanding,
copies of all annual reports to shareholders, proxy statements and other
information provided to all shareholders of the Company.

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