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Exhibit 4.1






ENTERASYS NETWORKS, INC.



2002 EMPLOYEE STOCK PURCHASE PLAN



Section
1.     Purpose of Plan


     
The Enterasys Networks, Inc. Employee Stock
Purchase Plan (the “Plan”) is intended to enable
eligible employees of Enterasys Networks, Inc.
(“Enterasys”) and such of its Subsidiaries as the
Board of Directors of Enterasys (the “Board”) may from
time to time designate (Enterasys and such Subsidiaries being
hereinafter referred to as the “Company”) to use
payroll deductions to purchase shares of common stock,
$.01 par value of Enterasys (such common stock being
hereafter referred to as “Stock”), and thereby acquire
an interest in the future of Enterasys. For purposes of the
Plan, a “Subsidiary” is any corporation that would be
treated as a subsidiary of Enterasys under section 424(f)
of the Internal Revenue Code of 1986, as amended (the
“Code”). The Plan is intended to qualify under
Code § 423 and is to be construed accordingly.




Section
2.     Options to Purchase
Stock


     
Subject to adjustment pursuant to Section 16
of this Plan, the maximum aggregate number of shares of Stock
available for sale pursuant to the exercise of options
(“Options”) granted under the Plan to employees of the
Company (“Employees”) who meet the eligibility
requirements set forth in Section 3 hereof (“Eligible
Employees”) is 5,000,000 shares. The Stock to be delivered
upon exercise of Options under the Plan may be either shares of
authorized but unissued Stock or shares of reacquired Stock, as
the Board may determine. If any Option granted under the Plan
shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be
exercisable in whole or in part, the unpurchased Stock subject
thereof shall again be available for sale pursuant to the
exercise of Options under the Plan.




Section
3.     Eligible Employees


     
Subject to the exceptions and limitations set
forth below, each Employee will be eligible to participate in
the Plan.




		
	 	     
    (a) Any Employee who immediately after the
    grant of an Option would own (or pursuant to
    Code § 423(b)(3) would be deemed to own) stock
    possessing 5% or more of the total combined voting power or
    value of all classes of stock of the employer corporation or of
    its parent or subsidiary corporation, as defined in
    Code § 424, will not be eligible to receive an
    Option to purchase Stock pursuant to the Plan.
    
	 
	 	     
    (b) No Employee will be granted an Option
    under the Plan that would permit his or her rights to purchase
    shares of stock under all employee stock purchase plans of
    Enterasys and its parent and subsidiary corporations (as
    determined under Code § 424) to accrue at a rate
    which exceeds $25,000 in fair market value of such stock
    (determined at the time the Option is granted) for each calendar
    year during which any such Option granted to such Employee is
    outstanding at any time, as provided in
    Code § 423.
    





Section 4.     Method
of Participation


     
The “Option Periods” shall be
consecutive periods of approximately six months ending on the
fourth Saturday in January and July of each year, respectively,
with the next Option Period beginning on the Sunday immediately
following the last day of the Option Period just ended. The
first such Option Period shall begin on January 26, 2003
and end on July 26, 2003. Except as provided in
Section 11, each person who will be an Eligible Employee on
the first day of any Option Period may elect to participate in
the Plan for such Option Period by executing and delivering, by
such deadline prior thereto as the Board may specify (the
“Enrollment Deadline”), a payroll deduction
authorization in accordance with Section 5. Such Employee
will thereby become a participant (“Participant”) on
the first day of such Option Period and will remain a
Participant until his or her participation is terminated as
provided in the Plan.



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Section
5.     Payroll Deduction


     
Each payroll deduction authorization will request
withholding at a whole percentage, not less than 2% nor more
than 20%, of Compensation per payroll period. Withholding will
be accomplished by means of payroll deductions from payroll
dates occurring in the Option Period. For purposes of the Plan,
“Compensation” means all compensation paid to the
Participant by the Company and currently includible in his or
her income, including bonuses, commissions and other amounts
includible in the definition of compensation provided in
Code § 415 and the Treasury Regulations
promulgated thereunder, but not including payments under stock
option plans and other employee benefit plans or any other
amounts excluded from the definition of compensation provided in
Code § 415 and the Treasury Regulations
promulgated thereunder. A payroll deduction authorization will
remain in effect for subsequent Option Periods until it is
changed or revoked in accordance with this Section 5 or
Section 11, as the case may be. A Participant may decrease
his or her withholding rate once during an Option Period by
filing a new payroll deduction authorization with the Company.
The change in withholding rate will be effective as soon as
practicable. In addition, a Participant may change his or her
withholding rate for subsequent Option Periods by filing a new
payroll deduction authorization with the Company on or before
the Enrollment Deadline for the Option Period for which the
change is to be effective. All amounts withheld in accordance
with a Participant’s payroll deduction authorization will
be credited to a withholding account maintained in the
Participant’s name on the books of the Company. Amounts
credited to the withholding account will not be required to be
set aside in trust or otherwise segregated from the
Company’s general assets.




Section 6.     Grant
of Options


     
Each person who is a Participant on the first day
of an Option Period will be granted, as of such day and for such
Period, an Option entitling the Participant to acquire shares of
Stock equal in number to the lesser of (a) or (b),
where:




		
	 	     
    (a) is the lesser of (i) the whole
    number (disregarding any fractional share amount) determined by
    dividing $12,500 by the fair market value of one share of Stock
    on the first day of the Option Period and (ii) the whole
    number (disregarding any fractional share amount) determined by
    dividing (A) the balance credited to the Participant’s
    withholding account on the last day of the Option Period, by
    (B) the purchase price per share of the Stock determined
    under Section 7; and
    
	 
	 	     
    (b) is 1,200.
    




     
The Board will reduce, on a substantially
proportionate basis, the number of shares of Stock purchasable
by each Participant upon exercise of his or her Option for an
Option Period in the event that the number of shares then
available under the Plan is insufficient. Option grants under
this Section 6 will be automatic.




Section
7.     Purchase Price


     
The purchase price of Stock issued pursuant to
the exercise of an Option will be 85% of the fair market value
of the Stock on (a) the date of grant of the Option or
(b) the date on which the Option is deemed exercised,
whichever is less. If the shares of Stock are traded on a
national exchange or trading system (including the Nasdaq
National Market System), the fair market value for any day will
mean the reported closing price of the Stock for such day;
provided, that if such day is not a trading day, fair
market value will mean the reported closing price of the Stock
for the next preceding day which is a trading day. If the shares
of Stock are not traded on an exchange or trading system, the
fair market value of such Stock on such date will be established
in a manner determined in good faith by the Board.




Section
8.     Exercise of Options


     
If any Employee is a Participant in the Plan on
the last day of an Option Period, he or she will be deemed to
have exercised the Option granted to him or her for that Period.
Upon such exercise, the Company will apply the balance of the
Participant’s withholding account to the purchase of the
number of whole shares of Stock determined under Section 6
and as soon as practicable thereafter will evidence the transfer
of shares or





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will deliver the shares to the Participant and
will return to him or her the balance, if any, of his or her
withholding account in excess of the total purchase price of the
shares so issued; provided, that if the balance left in
the account consists solely of an amount equal to the value of a
fractional share it will be retained in the Account and carried
over to the next Period.




     
Notwithstanding anything herein to the contrary,
the Company’s obligation to issue and deliver shares of
Stock under the Plan will be subject to the approval required of
any governmental authority in connection with the authorization,
issuance, sale or transfer of said shares, to any requirements
of any national securities exchange applicable thereto, and to
compliance by Enterasys with other applicable legal requirements
in effect from time to time.




Section 9. Interest


     
No interest will be payable on withholding
accounts.




Section
10.     Taxes


     
Payroll deductions are made on an after-tax
basis. If the Company determines that the exercise of an Option
or the disposition of shares following the exercise of an Option
could result in employment tax liability, the Company will, as a
condition of exercise, make such provision as it deems necessary
to provide for the remittance by the Participant of employment
taxes required to be paid in connection with such exercise or
disposition of shares.




Section
11.     Cancellation and
Withdrawal


     
A Participant who holds an Option under the Plan
may at any time prior to exercise thereof under Section 8
cancel all (but not less than all) of his or her Option by
written notice delivered to the Company. Upon such cancellation,
the balance in the Participant’s withholding account will
be returned to the Participant.



     
A Participant may terminate his or her payroll
deduction authorization as of any date by written notice
delivered to the Company and will thereby cease to be a
Participant as of such date. Any Participant who voluntarily
terminates his or her payroll deduction authorization prior to
the last day of an Option Period will be deemed to have canceled
his or her Option.



     
A Participant who makes a hardship withdrawal
from a Company savings plan qualifying under
Code § 401(k) (a “401(k) Plan”) will be
deemed to have terminated his or her payroll deduction
authorization as of the date of such hardship withdrawal, will
cease to be a Participant as of such date, and will be deemed to
have canceled his or her Option. An Employee who has made a
hardship withdrawal from a 401(k) Plan will not be permitted to
participate in the Plan until the first Option Period that
begins at least six months after the date of his or her hardship
withdrawal.




Section
12.     Termination of
Employment


     
Except as otherwise provided in Section 13,
upon the termination of a Participant’s employment with the
Company for any reason, the Participant will cease to be a
Participant, any Option held by him or her under the Plan will
be deemed canceled, the balance of his or her withholding
account will be returned, and he or she will have no further
rights under the Plan.




Section 13.     Death
of Participant


     
A Participant may elect that if death should
occur during an Option Period the balance, if any, of the
Participant’s withholding account at the time of death will
be applied at the end of the Period to the exercise of the
Participant’s Option and the shares thereby purchased under
the Option (plus any balance remaining in the Participant’s
withholding account) will be delivered to the Participant’s
beneficiary or beneficiaries. If the Participant has more than
one beneficiary, the Company will determine the allocation among
them and its determination will be final and binding on all
persons. Except as otherwise determined by the Board (which





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may establish a procedure for the designation of
beneficiaries under the Plan), a Participant’s
beneficiary(ies) for purposes of the Plan will be (a) such
person or persons as are treated as the Participant’s
beneficiary(ies) for purposes of the Company group life
insurance plan applicable to the Participant, or (b) in the
absence of any beneficiary determined under clause (a) or
other designated beneficiary, the Participant’s estate.





Section 14.     Equal
Rights; Participant’s Rights Not Transferable


     
All Participants granted Options under the Plan
with respect to any Option Period will have the same rights and
privileges. Each Participant’s rights and privileges under
any Option granted under the Plan will be exercisable during the
Participant’s lifetime only by him or her and except as
provided in Section 13 above may not be sold, pledged, assigned,
or transferred in any manner. In the event any Participant
violates or attempts to violate the terms of this Section, any
Options held by him or her may be terminated by the Company and,
upon return to the Participant of the balance of his or her
withholding account, all of the Participant’s rights under
the Plan will terminate.




Section
15.     Employment Rights


     
Nothing contained in the provisions of the Plan
will be construed as giving to any Employee the right to be
retained in the employ of the Company or as interfering with the
right of the Company to discharge any Employee at any time.




Section
16.     Change in Capitalization,
Merger


     
In the event of any change in the outstanding
Stock of Enterasys by reason of a stock dividend, split-up,
recapitalization, merger, consolidation, reorganization, or
other capital change, the aggregate number and type of shares
available under the Plan, the number and type of shares under
Options granted but not exercised, the maximum number and type
of shares purchasable under an Option, and the Option price will
be appropriately adjusted.



     
In the event of a sale of all or substantially
all of the Stock or a sale of all or substantially all of the
assets of Enterasys, or a merger or similar transaction in which
the Enterasys is not the surviving corporation or which results
in the acquisition of Enterasys by another person, the Board
will (a) if Enterasys is merged with or acquired by another
corporation, provide that each outstanding Option will be
assumed or a substitute Option granted by the acquiror or
successor corporation or a parent or subsidiary of the acquiror
or successor corporation, (b) cancel each Option and return
the balances in Participants’ withholding accounts to the
Participants, or (c) pursuant to Section 18, end the
Option Period on or before the date of the proposed sale or
merger.




Section
17.     Administration of
Plan


     
The Plan will be administered by the Board, which
will have the right to determine any questions which may arise
regarding the interpretation and application of the provisions
of the Plan and to make, administer, and interpret such rules
and regulations as it will deem necessary or advisable.
References in the Plan to the Board will include the
Board’s delegates to the extent of any delegation by the
Board to such delegates of administrative responsibilities
hereunder.



     
The Board may specify the manner in which
employees are to provide notices and payroll deduction
authorizations. Notwithstanding any requirement of “written
notice” herein, the Board may permit employees to provide
notices and payroll deduction authorizations electronically.




Section
18.     Amendment and Termination of
Plan


     
Enterasys reserves the right at any time or times
to amend the Plan to any extent and in any manner it may deem
advisable, by vote of the Board; provided, that any
amendment that would be treated as the adoption of a new plan
for purposes of Code § 423 and the regulations
thereunder will have no force or effect unless approved by the
shareholders of Enterasys within twelve months before or after
its adoption.





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The Plan may be suspended or terminated at any
time by the Board. In connection therewith, the Board may
provide that outstanding Options will be exercisable either at
the end of the applicable Option Period as determined under
Section 4 above or on such earlier date as the Board may
specify (in which case such earlier date will be treated as the
last day of the applicable Option Period).




Section
19.     Approval of
Shareholders


     
The Plan and the exercisability of Options
granted hereunder will be subject to the approval of the
shareholders of Enterasys obtained within twelve months before
or after the date the Plan is adopted by the Board.




Section
20.     Information Regarding
Disqualifying Dispositions


     
By electing to participate in the Plan, each
Participant agrees to provide any information about any transfer
of Stock acquired under the Plan that occurs within two years
after the first business day of the Option Period in which such
Stock was acquired as may be requested by the Company or any
subsidiary corporation in order to assist it in complying with
the tax laws.





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