Exhibit 4.1









	





     EXHIBIT
4.1  



SILICON
PACKETS, INC. 



2000 STOCK
OPTION PLAN 





(As Amended
on February 9, 2000) 



     1. Purposes of the Plan.
The purposes of this Stock Option 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.   



     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 hereof. (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 other country or jurisdiction where Options are granted under the
Plan.  






	 	     (c)
“Board” means the Board of Directors of the Company. 






	 	     (d)
“Change in Control” means the occurrence of any of the following events: 






	 	 	 	 	(i)   	 	Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes
the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company’s then outstanding voting securities; or   






	 	 	 	 	(ii)   	 	The
consummation of the sale or disposition by the Company of all or substantially all of the
Company’s assets; or   






	 	 	 	 	(iii)   	 	The
consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or its parent) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation.   














	











	 	     (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 hereof. 






	 	     (g)
“Common Stock” means the Common Stock of the Company. 






	 	     (h)
“Company” means Silicon Packets, Inc., a Delaware corporation. 






	 	     (i)
“Consultant” means any natural person who is engaged by the Company or
any Parent or Subsidiary to render consulting or advisory services to such entity and who
satisfies the requirements of subsection (c)(1) of Rule 701 under the Securities Act of
1933, as amended.  






	 	     (j)
“Director” means a member of the Board. 






	 	     (k)
“Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code. (l) “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 (90) 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.  






	 	     (m)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 






	 	     (n)
“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, its Fair Market Value shall be the mean between the high bid and low
asked prices for the Common Stock on the day 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.  






	 	     (o)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code. 






	 	     (p)
“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock
Option. 






	 	     (q)
“Option” means a stock option granted pursuant to the Plan. 






	 	     (r)
“Option Agreement” means a written or electronic 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.  






	 	     (s)
“Optioned Stock” means the Common Stock subject to an Option. 






	 	     (t)
“Optionee” means the holder of an outstanding Option granted under the Plan. 






	 	     (u)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code. 






	 	     (v)
“Plan” means this 2000 Stock Option Plan. 






	 	     (w)
“Service Provider” means an Employee, Director or Consultant. 






	 	     (x)
“Share” means a share of the Common Stock, as adjusted in accordance with Section 12
below. 






	 	     (y)
“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 12 of the Plan, the maximum aggregate number of
Shares that may be subject to option and sold under the Plan is 2,590,000 Shares.
The Shares may be authorized but unissued, or reacquired Common Stock.   











	 	
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 or sale under the
Plan  (unless  the  Plan  has  terminated).  However,
Shares  that  have  actually  been  issued  under the
Plan,  upon  exercise  of an  Option,  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 issued  pursuant to an
Option  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)
Administrator. The Plan shall be administered by the Board or a Committee
appointed by the Board, which Committee shall be constituted to comply with Applicable
Laws.  






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






	 	 	 	 	(i)   	 	to
determine the Fair Market Value;  






	 	 	 	 	(ii)   	 	to
select the Service Providers to whom Options may from time to time be granted hereunder;   






	 	 	 	 	(iii)   	 	to
determine the number of Shares to be covered by each such Option granted hereunder;   






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






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






	 	 	 	 	(vi)   	 	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;  






	 	 	 	 	(vii)   	 	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 that number of Shares
having a Fair Market Value equal to the minimum 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 Optionees 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; and  













	











	 	 	 	 	(viii)   	 	to
construe and interpret the terms of the Plan and Options granted pursuant to the Plan.  






	 	     (c)
Effect of Administrator’s Decision. All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Optionees. 






	


     5.
Eligibility. Nonstatutory Stock Options may be granted to Service Providers. Incentive
Stock Options may be granted only to Employees.  



     6.
Limitations.  










	 	     (a)
Incentive Stock Option Limit. 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)
At-Will Employment. Neither the Plan nor any Option shall confer upon any Optionee
any right with respect to continuing the Optionee’s relationship as a Service
Provider with the Company, nor shall it interfere in any way with his or her right or the
Company’s right to terminate such relationship at any time, with or without cause,
and with or without notice.  






	


     7. Term of Plan.
Subject to shareholder approval in accordance with Section 18, the Plan shall become
effective upon its adoption by the Board. Unless sooner terminated under Section 14, it
shall continue in effect for a term of ten (10) years from the later of (i) the
effective date of the Plan, or (ii) the date of the most recent Board approval of an
increase in the number of shares reserved for issuance under the Plan.   




     8. Term
of Option. The term of each Option shall be stated in the Option Agreement; provided,
however, that the term shall be no more than ten (10) years from the date of grant
thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time
the 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 term of the
Option shall be five (5) years from the date of grant or such shorter term as may be
provided in the Option Agreement.  
















	





     9.
Option Exercise Price and Consideration.  










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






	 	 	 	 	(i)   	 	In
the case of an Incentive Stock Option   






	 	     (1)
granted to an Employee who, at the time of grant of such Option, 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 exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.  






	 	     (2)
granted to any other Employee, 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  







	 	     (1)
granted to a Service Provider who, at the time of grant of such Option, 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 exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant.  






	 	     (2)
granted to any other Service Provider, the per Share exercise price shall be no less than
85% 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 other than as
required above pursuant to a merger or other corporate transaction.  






	 	     (b)
Forms of Consideration. The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be determined at the
time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check,
(3) promissory note, (4) other Shares, provided Shares acquired directly from the
Company (x) have been owned by the Optionee for more than six (6) months on the date of
surrender, and (y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration
received by the Company under a cashless exercise program implemented by the Company in
connection with the Plan, or (6) any combination of the foregoing methods of
payment. In making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company. Notwithstanding the foregoing, the Administrator may
permit an Optionee to exercise his or her Option by delivery of a full-recourse
promissory note secured by the purchased Shares. The terms of such promissory note shall
be determined by the Administrator in its sole discretion.  













	





     10.
Exercise of Option.  










	 	     (a)
Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms hereof at such times and under such
conditions as determined by the Administrator and set forth in the Option Agreement.
Except in the case of Options granted to officers, Directors and Consultants, Options
shall become exercisable at a rate of no less than 20% per year over five (5) years
from the date the Options are granted. Unless the Administrator provides otherwise,
vesting of Options granted hereunder to officers and Directors shall be suspended 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 Shares,
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 12 of the Plan.  






	 	     Exercise
of an Option in any manner shall result in a decrease in 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, such Optionee may exercise his or her Option within thirty (30)
days of termination, or such longer period of time as 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 the Option as set forth in the Option Agreement). 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.  






	 	     (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 six
(6) months of termination, or such longer period of time as 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). 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 six (6) months following Optionee’s death, or such
longer period of time as specified in the Option Agreement, to the extent that the Option
is vested on the date of death (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement) by the Optionee’s designated
beneficiary, provided such beneficiary has been designated prior to Optionee’s death
in a form acceptable to the Administrator. If no such beneficiary has been designated by
the Optionee, then such Option may be exercised by the personal representative of the
Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to
the Optionee’s will or in accordance with the laws of descent and distribution. 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. 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.  






	


     11. Limited
Transferability of Options. Unless determined otherwise by the
Administrator, Options may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or the laws of descent and distribution, and
may be exercised during the lifetime of the Optionee, only by the Optionee. If the
Administrator in its sole discretion makes an Option transferable, such Option may only
be transferred by (i) will, (ii) the laws of descent and distribution, (iii) instrument
to an inter vivos or testamentary trust in which the Option is to be passed to
beneficiaries upon the death of the Optionee, or (iv) gift to a member of Optionee’s
immediate family (as such term is defined in Rule 16a-1(e) of the Exchange Act). In
addition, any transferable Option shall contain additional terms and conditions as the
Administrator deems appropriate.   



     12.
Adjustments Upon Changes in Capitalization, Merger or Change in Control.  










	 	     (a)
Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the number and type of Shares 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 an Option, and the number and type of Shares
covered by each outstanding Option, as well as the price per Share covered by each such
outstanding Option, shall be proportionately adjusted for any increase or decrease in the
number or type of issued Shares 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. The 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, type or price of Shares subject to an Option.  












	











	 	     (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 for an Optionee to have the right to exercise his or her
Option until fifteen (15) 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. In addition, the Administrator may provide that any Company repurchase
option applicable to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed action.  






	 	     (c)
Merger or Change in Control. In the event of a merger of the Company with or into
another corporation, or a Change in Control, each outstanding Option shall be assumed or
an equivalent option substituted by the successor corporation or a Parent or Subsidiary
of the successor corporation. If, in such event, the Option is not assumed or
substituted, the Option shall terminate as of the date of the closing of the merger or
Change in Control. For the purposes of this paragraph, the Option shall be considered
assumed if, following the merger or Change in Control, the Option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option immediately
prior to the merger or Change in Control, the consideration (whether stock, cash, or
other securities or property) received in the merger or Change in Control 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 Change in Control 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, for each Share of Optioned Stock subject to the Option, 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 Change in Control.  






	


     13. Time of Granting Options.
The date of grant of an Option shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, or such later date as is
determined by the Administrator. Notice of the determination shall be given to each
Service Provider to whom an Option is so granted within a reasonable time after the date
of such grant.  



     14.
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 Board 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 Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee 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 Options granted under the Plan prior to the date of such
termination.  













	





     15.
Conditions Upon Issuance of Shares.










	 	     (a)
Legal Compliance. 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 shall
comply 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 Option, the
Administrator 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.  






	


     16.
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.  



     17.
Reservation of Shares. The Company, during the term of this Plan, shall at all times
reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.  



     18.
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 degree and manner required under Applicable Laws.  



     19. Information
to Optionees. The Company shall provide to each Optionee and to each individual who
acquires Shares pursuant to the Plan, not less frequently than annually during the period
such Optionee has one or more Options outstanding, and, in the case of an individual who
acquires Shares pursuant to the Plan, during the period such individual owns such Shares,
copies of annual financial statements. The Company shall not be required to provide such
statements to key employees whose duties in connection with the Company assure their
access to equivalent information.