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                                                                    Exhibit 10.3

                                 NOGATECH, INC.
                              AMENDED AND RESTATED
                        2000 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1.  GENERAL PURPOSE OF PLAN; DEFINITIONS.

         The name of this plan is the Nogatech, Inc. Amended and Restated 2000
Employee Stock Purchase Plan (the "Plan"). The Plan was adopted by the Board
(defined below) on March 5, 2000, and approved by the stockholders of the
Company (defined below) on April 26, 2000. The purpose of the Plan is to provide
Employees (defined below) of the Company (defined below), its Parent (defined
below) and any Designated Subsidiary (defined below) with the opportunity to
purchase Common Stock (defined below) through accumulated payroll deductions. It
is the intention of the Company that the Plan qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Code (defined below),
and that the provisions of the Plan be construed in a manner consistent with the
requirements of such Section of the Code.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         a.       "ADMINISTRATOR" means the Board, or if and to the extent the
Board does not administer the Plan, the Committee in accordance with Section 11
below.

         b.       "BOARD" shall mean the Board of Directors of the Company.

         c.       "CHANGE IN CAPITALIZATION" shall mean any increase, reduction,
change or exchange of Shares for a different number of shares and/or kind of
shares or other securities of the Company by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, issuance of warrants or
rights, stock dividend, stock split or reverse stock split, combination or
exchange of Shares, repurchase of Shares, change in corporate structure or
otherwise.

         d.       "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto.

         e.       "COMMITTEE" shall mean a committee appointed by the Board to
administer the Plan and to perform the functions set forth herein.

         f.       "COMMON STOCK" shall mean the common stock, $0.001 par value,
of the Company.

         g.       "COMPANY" shall mean Nogatech, Inc., a Delaware corporation.

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         h.       "COMPENSATION" shall mean the fixed salary or wage paid by the
Company to an Employee as reported by the Company to the United States
government for Federal income tax purposes, including an Employee's portion of
salary deferral contributions pursuant to Section 401(k) of the Code and any
amount excludable pursuant to Section 125 of the Code, but excluding any
payments for overtime, shift premium, incentive compensation, bonuses,
commissions, severance pay, expense reimbursements or any credit or benefit
under any employee plan maintained by the Company.

         i.       "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of
any interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, its Parent or a Designated
Subsidiary, as appropriate, provided that (x) such leave is for a period of not
more than 90 days or (y) reemployment with the Company, its Parent or a
Designated Subsidiary, as appropriate, is guaranteed by contract or statute upon
expiration of such leave.

         j.       "DESIGNATED SUBSIDIARY" shall mean a Subsidiary that has been
designated by the Administrator from time to time in its sole discretion as
eligible to participate in the Plan.

         k.       "EMPLOYEE" shall mean any person who is customarily employed
for at least twenty (20) hours per week and more than five (5) months in a
calendar year by the Company, its Parent or a Designated Subsidiary.

         l.       "ENROLLMENT DATE" shall mean the first Trading Day of each
Offering Period.

         m.       "FAIR MARKET VALUE" as of a particular date shall mean the
fair market value of the Shares as determined by the Administrator in its
sole discretion; PROVIDED, HOWEVER, that (i) if the Shares are admitted to
trading on a national securities exchange, fair market value of the Shares on
any date shall be the closing sale price reported for the Shares on such
exchange on such date or, if no sale was reported on such date, on the last
date preceding such date on which a sale was reported, (ii) if the Shares are
admitted to quotation on the National Association of Securities Dealers
Automated Quotation ("Nasdaq") System or other comparable quotation system
and have been designated as a National Market System ("NMS") security, fair
market value of the Shares on any date shall be the closing sale price
reported for the Shares on such system on such date or, if no sale was
reported on such date, on the last date preceding such date on which a sale
was reported, or (iii) if the Shares are admitted to quotation on the Nasdaq
System but have not been designated as an NMS security, fair market value of
the Shares on any date shall be the average of the highest bid and lowest
asked prices of the Shares on such system on such date or, if no bid and ask
prices were reported on such date, on the last date preceding such date on
which both bid and ask prices were reported.

         n.       "OFFERING PERIOD" shall mean a period as described in Section
3 hereof.

         o.       "PARENT" shall mean any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company if, at the time of
the granting of an option, each of the corporations other than the Company owns
Shares possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain, whether
or not such corporation now exists or hereafter acquires the Company.

         p.       "PARTICIPANT" shall mean an Employee who elects to participate
in the Plan pursuant to Section 4 hereof.

         q.       "PURCHASE DATE" shall mean the last Trading Day of each
Purchase Period.

         r.       "PURCHASE PERIOD" shall mean the approximately six-month
period commencing after one Purchase Date and ending with the next

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Purchase Date; provided, however, that the first Purchase Period of any Offering
Period shall commence on the Enrollment Date and end on the next Purchase Date;
and provided further, that the first Purchase Period of the first Offering
Period under the Plan shall commence on August 1, 2000 and end on the last
Trading Day occurring in the period ending on January 31, 2001.

         s.       "PURCHASE PRICE" shall mean an amount equal to the lesser of
(i) 85% of the Fair Market Value of a Share on the Enrollment Date or (ii) 85%
of the Fair Market Value of Share on the Purchase Date.

         t.       "SHARE" shall mean a share of Common Stock.

         u.       "SUBSIDIARY" shall mean any corporation (other than the
Company) in an unbroken chain of corporations, beginning with the Company, if,
at the time of the granting of an option, each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a Subsidiary.

         v.       "TRADING DAY" shall mean a day on which national stock
exchanges and the Nasdaq System are open for trading.

SECTION 2.  ELIGIBILITY.

         a.       Subject to the limitations set forth in Section 2(b) hereof,
any person who is an Employee as of an Enrollment Date shall be eligible to
participate in the Plan in accordance with Section 4 hereof and shall be granted
an option for the Offering Period commencing on such Enrollment Date.

         b.       Notwithstanding any provision of the Plan to the contrary, no
Employee shall be granted an option under the Plan (i) if such Employee (or any
other person whose stock would be attributed to such Employee pursuant to
Section 424(d) of the Code) would own stock and/or hold outstanding options to
purchase stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company, its Parent or of any
Subsidiary, or (ii) if such grant would permit such Employee's right to purchase
stock under all employee stock purchase plans (described in Section 423 of the
Code) of the Company, its Parent and of any Subsidiary to accrue at a rate that
exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such
stock (determined at the time such option is granted) for any calendar year in
which such option would be outstanding. Any amounts received from an Employee
that cannot be used to purchase Shares as a result of this limitation shall be
returned as soon as reasonably practicable to the Employee without interest.

SECTION 3.  OFFERING PERIODS.

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         The Plan shall be implemented by a series of consecutive, overlapping
twenty-four month Offering Periods, with a new Offering Period commencing on the
first Trading Day on or after February 1 (beginning in the year 2001) and August
1 (beginning in the year 2001) of each year, or at such other time or times as
may be determined by the Administrator, and ending on the last Trading Day on or
before January 31 and July 31, respectively, occurring twenty-four months later
or at such other time or times as may be determined by the Administrator;
PROVIDED, HOWEVER, that the first Offering Period under the Plan shall commence
on August 1, 2000 and shall end on the last Trading Day on or before July 31,
2002. The Plan shall continue until terminated in accordance with Section 17
hereof. Subject to Section 17 hereof, the Administrator shall have the power to
change the duration and/or the frequency of Offering Periods with respect to
future offerings and shall use its best efforts to notify Employees of any such
change at least fifteen (15) days prior to the scheduled beginning of the first
Offering Period to be affected. In no event shall any option granted hereunder
be exercisable more than twenty-seven (27) months from its date of grant.

         To the extent permitted by applicable laws, if the Fair Market Value of
a share of Common Stock on any Purchase Date in an Offering Period is lower than
the Fair Market Value of a share of Common Stock on the Enrollment Date of such
Offering Period, then all Participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Purchase Date and automatically re-enrolled in the
immediately following Offering Period as of the first day thereof.

SECTION 4.  ENROLLMENT; PARTICIPATION.

         a.       On each Enrollment Date, the Company shall commence an
offering by granting each eligible Employee who has elected to participate in
such Offering Period pursuant to Section 4(b) hereof an option to purchase on
each Purchase Date of such Offering Period up to a number of Shares determined
by dividing each Employee's payroll deductions accumulated prior to such
Purchase Date and retained in the Participant's account as of such Purchase Date
by the applicable Purchase Price; provided that in no event shall a Participant
be permitted to purchase during each Offering Period more than 5,000 Shares
(subject to any adjustment pursuant to Section 16 hereof), PROVIDED, FURTHER,
that such purchase shall be subject to the limitations set forth in Sections
2(b) and 10 hereof. Exercise of the option shall occur as provided in Section 6
hereof, unless the Participant has withdrawn pursuant to Section 8 hereof. The
option with respect to an Offering Period shall expire on the last Purchase Date
with respect to such Offering Period or the withdrawal date if earlier.

         b.       Subject to the limitations set forth in Section 2(b) hereof,
an Employee may elect to become a Participant in the Plan by completing and
filing a subscription agreement authorizing the Company to

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make payroll deductions (as set forth in Section 5 hereof) at least five (5)
business days prior to the applicable Enrollment Date unless a later time for
filing the subscription agreement is set by the Administrator for all Employees.
Unless a Participant, by giving written notice (or such other notice as may from
time to time be prescribed by the Administrator), elects not to participate with
respect to any subsequent Offering Period, the Participant shall be deemed to
have accepted each new offer and to have authorized payroll deductions in
respect thereof during each subsequent Offering Period.

SECTION 5.  PAYROLL DEDUCTIONS.

         a.       An Employee may, in accordance with rules and procedures
adopted by the Administrator and subject to the limitation set forth in Section
2(b) hereof, authorize payroll deductions in amounts which are not less than one
percent (1%) and not more than fifteen percent (15%) of such Employee's
Compensation on each payday during the Offering Period. Payroll deductions shall
commence on the first payroll paid following the Enrollment Date, and shall end
on the last payroll paid prior to each Purchase Date of the Offering Period to
which the subscription agreement is applicable, unless sooner terminated by the
Participant's withdrawal from the Plan or termination of the Participant's
Continuous Status as an Employee as provided in Section 8 hereof. A Participant
may increase or decrease his or her rate of payroll deductions at any time
during an Offering Period by giving written notice (or such other notice as may
from time to time be prescribed by the Administrator). The change in rate shall
be effective the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in rate of payroll deductions more quickly.


         b.       All payroll deductions made by a Participant shall be credited
to such Participant's account under the Plan and shall be withheld in whole
percentages only. A Participant may not make any additional payments into such
account.

         c.       Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 2(b) hereof, a
Participant's rate of payroll deductions may be decreased by the Company to zero
percent (0%) at any time during an Offering Period. Payroll deductions shall
recommence at the rate provided for in such Participant's subscription agreement
at the beginning of the first Offering Period which is scheduled to end the
following calendar year, unless a Participant increases or decreases the rate of
his or her payroll deductions as provided in Section 5(a) hereof, or terminates
his or her participation in the Plan as provided in Section 8 hereof.

SECTION 6.  PURCHASE OF SHARES.

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         Unless a Participant withdraws from the Plan as provided in Section 8
hereof, such Participant's election to purchase Shares shall be exercised
automatically on each Purchase Date, and the maximum number of whole Shares
subject to option shall be purchased for each Participant at the applicable
Purchase Price with the accumulated payroll deductions in each Participant's
account as of the Purchase Date. No fractional Shares may be purchased
hereunder. Any payroll deductions accumulated in a Participant's account
following the purchase of Shares on any Purchase Date that are not sufficient to
purchase a full Share shall be retained in the Participant's account for the
subsequent Offering Period, subject to earlier withdrawal by the Participant as
provided in Section 8 hereof. Any additional amounts remaining in a
Participant's account following the purchase of Shares on any Purchase Date that
are equal to, or in excess of, the amount required under this Section 6 to
purchase at least one full Share shall be returned to the Participant as soon as
reasonably practicable following the Purchase Date. During a Participant's
lifetime, a Participant's option to purchase Shares hereunder is exercisable
only by the Participant.

SECTION 7.  DELIVERY OF SHARES; WITHDRAWAL OR SALE OF SHARES.

         As promptly as reasonably practicable after each Purchase Date, the
Company shall either arrange the delivery of the whole Shares purchased on such
date by each Participant to the Participant's brokerage account or arrange the
delivery to the Participant of a share certificate representing such Shares.

SECTION 8.  WITHDRAWAL; TERMINATION OF EMPLOYMENT.

         a.       A Participant may withdraw all, but not less than all, of the
payroll deductions credited to such Participant's account (that have not been
used to purchase Shares) under the Plan by giving written notice to the Company
at least five (5) business days prior to the Purchase Date of the Offering
Period in which the withdrawal occurs. Withdrawal of payroll deductions shall be
deemed to be a withdrawal from the Plan. All of the payroll deductions credited
to such Participant's account (that have not been used to purchase Shares) shall
be paid to such Participant promptly after receipt of such Participant's notice
of withdrawal, and such Participant's eligibility to participate in the Plan for
the Offering Period in which the withdrawal occurs shall be automatically
terminated. No further payroll deductions for the purchase of Shares shall be
made for such Participant during such Offering Period. If a Participant
withdraws from an Offering Period, payroll deductions for such Participant shall
not resume at the beginning of the succeeding Offering Period unless the
Participant timely delivers to the Company a new subscription agreement in
accordance with the provisions of Section 4 hereof. A Participant's withdrawal
from an Offering Period shall not have any effect upon a Participant's
eligibility to participate in any similar plan which may hereafter be adopted by
the Company or in succeeding Offering Periods which commence after termination
of the Offering Period from which the Participant withdraws.

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         b.       Upon termination of a Participant's Continuous Status as an
Employee during the Offering Period for any reason, including Participant's
voluntary termination, retirement or death, all the payroll deductions credited
to such Participant's account (that have not been used to purchase Shares) shall
be returned to such Participant or, in the case of such Participant's death, to
the person or persons entitled thereto under Section 12 hereof, and such
Participant's option shall be automatically terminated. Such termination shall
be deemed a withdrawal from the Plan.

SECTION 9.  INTEREST.

         No interest shall accrue on or be payable by the Company with respect
to the payroll deductions of a Participant in the Plan.

SECTION 10.  STOCK SUBJECT TO PLAN.

         (a)      Subject to adjustment upon Changes in Capitalization of the
Company as provided in Section 16 hereof, the maximum aggregate number of
Shares which shall be reserved for sale under the Plan shall be 350,000
Shares, plus an annual increase to be added on the first day of the Company's
fiscal year (beginning 2001) equal to the lesser of (i) 100,000 Shares or
(ii) one percent (1%) of the number of outstanding shares of Common Stock on
the last Trading Day of the immediately preceding fiscal year. Such Shares
shall be available as of the first day of the first Offering Period that
commences in each such fiscal year. The Shares may consist, in whole or in
part, of authorized and unissued Shares or treasury Shares. If the total
number of Shares which would otherwise be subject to options granted pursuant
to Section 2(a) hereof on an Enrollment Date exceeds the number of Shares
then available under the Plan (after deduction of all Shares for which
options have been exercised or are then outstanding), the Administrator shall
make a pro rata allocation of the Shares remaining available for option grant
in as uniform a manner as shall be practicable and as it shall determine to
be equitable. In such event, the Administrator shall give written notice to
each Participant of such reduction of the number of option Shares affected
thereby and shall similarly reduce the rate of payroll deductions, if
necessary.

         (b)      No Participant shall have rights as a stockholder with respect
to any option granted hereunder until the date on which such Shares shall be
deemed to have been purchased by the Participant in accordance with Section 6
hereof.

         (c)      Shares purchased on behalf of a Participant under the Plan
shall be registered in the name of the Participant or, if requested in writing
by the Participant, in the names of the Participant and the Participant's
spouse.

SECTION 11.  ADMINISTRATION.

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         The Plan shall be administered by the Board or a Committee. The Board
or the Committee shall have full power and authority, subject to the provisions
of the Plan, to promulgate such rules and regulations as it deems necessary for
the proper administration of the Plan, to interpret the provisions and supervise
the administration of the Plan, and to take all action in connection therewith
or in relation thereto as it deems necessary or advisable. Any decision reduced
to writing and signed by a majority of the members of the Committee shall be
fully effective as if it had been made at a meeting duly held. The Company shall
pay all expenses incurred in the administration of the Plan. No member of the
Board or Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan, and all members of
the Board or Committee shall be fully indemnified by the Company with respect to
any such action, determination or interpretation.

         All decisions, determinations and interpretations of the Board or
Committee shall be final and binding on all persons, including the Company, its
Parent, any Subsidiary, the Employee (or any person claiming any rights under
the Plan through any Employee) and any stockholder of the Company, its Parent or
any Subsidiary.

         The Committee may adopt rules or procedures relating to the operation
and administration of the Plan to accommodate the specific requirements of local
laws and procedures. Without limiting the generality of the foregoing, the
Committee is specifically authorized to adopt rules and procedures regarding
handling of payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of stock certificates
which vary with local requirements. The Committee may also adopt sub-plans
applicable to particular Subsidiaries or locations, which sub-plans may be
designed to be outside the scope of Section 423 of the Code. The rules of such
sub-plans may take precedence over other provisions of this Plan, with the
exception of Section 10(a), but unless otherwise superseded by the terms of such
sub-plan, the provisions of this Plan shall govern the operation of such
sub-plan.

SECTION 12.  DESIGNATION OF BENEFICIARY.

         a.       A Participant may file, on forms supplied by and delivered to
the Company, a written designation of a beneficiary who is to receive Shares
and/or cash, if any, remaining in such Participant's account under the Plan in
the event of the Participant's death.

         b.       Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company shall
deliver the balance of the Shares and/or cash credited to Participant's account
to the executor or administrator of the estate of the Participant or, if no such
executor or administrator has been

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appointed (to the knowledge of the Company), the Company, in its discretion, may
deliver such Shares and/or cash to the spouse or to any one or more dependents
or relatives of the Participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.

SECTION 13.  TRANSFERABILITY.

         Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an option or any rights to receive Shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way (other than by the laws of descent and distribution or as provided in
Section 12 hereof) by the Participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds in accordance with Section 8
hereof.

SECTION 14.  USE OF FUNDS.

         All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.

SECTION 15.  REPORTS.

         Individual accounts shall be maintained by the Company for each
Participant in the Plan. Statements of account shall be given to each
Participant at least annually which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of Shares purchased and the
remaining cash balance, if any.

SECTION 16.  EFFECT OF CERTAIN CHANGES.

         In the event of a Change in Capitalization or the distribution of an
extraordinary dividend, the Administrator shall conclusively determine the
appropriate equitable adjustments, if any, to be made under the Plan, including
without limitation adjustments to the number of Shares which have been
authorized for issuance under the Plan, but have not yet been placed under
option, as well as the Purchase Price of each option under the Plan which has
not yet been exercised. In the event of a Change in Control of the Company, the
Offering Period shall terminate unless otherwise provided by the Administrator.

SECTION 17.  AMENDMENT OR TERMINATION.

         The Board may at any time terminate or amend the Plan. Except as
provided in Section 16 hereof, no such termination may adversely affect options
previously granted and no amendment may make any change in any option
theretofore granted which adversely affects the rights of any Participant. To
the extent necessary to comply with Section 423 of the Code (or any successor
rule or provision or any other applicable law,

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regulation or stock exchange rule), the Company shall obtain stockholder
approval in such a manner and to such a degree as required.

SECTION 18.  NOTICES.

         All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when they are received in a timely manner in the form specified by the Company
at the location, or by the person, designated by the Company for the receipt
thereof.

SECTION 19.  REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.

         (a)      This Plan and the rights of all persons claiming hereunder
shall be construed and determined in accordance with the laws of the State of
California without giving effect to the choice of law principles thereof, except
to the extent that such law is preempted by Federal law.

         (b)      The obligation of the Company to sell or deliver Shares with
respect to options granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Administrator.

SECTION 20.  WITHHOLDING OF TAXES.

         If the Participant makes a disposition, within the meaning of Section
424(c) of the Code of any Share or Shares issued to Participant pursuant to
Participant's exercise of an option, and such disposition occurs within the
two-year period commencing on the day after the Enrollment Date or within the
one-year period commencing on the day after the Purchase Date, Participant
shall, within ten (10) days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount of Federal, state or
local income taxes and other amounts which the Company informs the Participant
the Company may be required to withhold.

SECTION 21.  EFFECTIVE DATE.

         Subject to the approval of the Plan by the stockholders of the Company
within twelve (12) months before or after the date the Plan is adopted by the
Board, the Plan shall be effective as of the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company's
Registration Statement effective (the "Effective Date").


SECTION 22.  TERM OF PLAN.

         No option shall be granted pursuant to the Plan and no Offering

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Period shall commence on or after the tenth anniversary of the Effective
Date, but options theretofore granted may extend beyond that date.