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                                                                    EXHIBIT 10.1


                                     FORM OF
                           CHANGE IN CONTROL AGREEMENT


        This Change in Control Agreement ("Agreement") is made and entered into
as of May 15, 2001 between [Executive listed on Attachment A] ("Executive") and
Vixel Corporation (the "Company").

        WHEREAS, the Company and Executive entered into an employment offer
letter dated [date listed on Attachment A] , (the "Employment Agreement"), a
copy of which is attached hereto as EXHIBIT A; and

        WHEREAS, the Company and Executive desire to amend the Employment
Agreement to provide Executive with certain benefits in the event Executive's
employment is terminated without Cause or Executive resigns for Good Reason,
within twelve months after a Change in Control of the Company;

        NOW, THEREFORE, in consideration of Executive's continued employment
with the Company, it is hereby agreed by and between the parties that the
Employment Agreement is amended by adding the following provisions, which shall
be effective immediately:

SEVERANCE
BENEFITS:             In the event that, within twelve (12) months after a
                      Change in Control (as defined below), either (i)
                      Executive's employment is terminated without Cause (as
                      defined below) by the Company (including any successor to
                      the Company), or (ii) Executive voluntarily terminates
                      Executive's employment with the Company (including any
                      successor to the Company) for Good Reason (as defined
                      below), Executive shall receive the equivalent of [number
                      listed on Attachment A] (___) months of Executive's Base
                      Salary as in effect on the effective date of the Change in
                      Control or, if increased thereafter, as of the employment
                      termination date, subject to standard payroll deductions
                      and withholdings, (the "Severance"). Should Executive
                      timely elect and be eligible for continued coverage under
                      COBRA, the Company shall reimburse Executive for premiums
                      for COBRA medical/dental coverage for [number listed on
                      Attachment A] (___) months after Executive's
                      Company-provided group health insurance benefits terminate
                      (the "Coverage Continuation"). The Company shall decide in
                      its sole discretion whether the Severance shall be paid in
                      one lump sum or on the Company's standard payroll cycle.
                      As a precondition of receiving the Severance and the
                      Coverage Continuation, Executive must first sign a general
                      release of claims in favor of the Company, which release
                      shall be in a form similar to that of EXHIBIT B. In case
                      of any proposed Change in Control, then as a condition of
                      such Change in Control, lawful and adequate provision
                      shall be made whereby Executive shall after the Change in
                      Control have the right to receive upon


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                      the terms and conditions specified herein the Severance
                      and Coverage Continuation.

CHANGE IN CONTROL
DEFINED:              For the purposes of this Agreement, a "Change in Control"
                      will mean any of the following: (i) a dissolution,
                      liquidation or sale of substantially all of the assets of
                      the Company, (ii) a merger or consolidation in which the
                      Company is not the surviving corporation, or (iii) a
                      reverse merger in which the Company is the surviving
                      corporation but the shares of Common Stock outstanding
                      immediately preceding the merger are converted by virtue
                      of the merger into other property, whether in the form of
                      securities, cash or otherwise.

CAUSE DEFINED:        For the purposes of this Agreement, the termination of
                      Executive's employment will be considered a termination
                      for "Cause" if Executive is terminated because of any one
                      or more of the following: (i) conviction of any felony or
                      any crime involving fraud, dishonesty or moral turpitude;
                      (ii) participation in a fraud or act of dishonesty against
                      the Company that results in material harm to the business
                      of the Company; or (iii) intentional, material violation
                      of any contract or agreement with the Company or any
                      statutory duty owed to the Company that is not corrected
                      within thirty (30) days after written notice thereof has
                      been provided.

GOOD REASON
DEFINED:              For the purposes of this Agreement, the voluntary
                      termination by Executive of Executive's employment will be
                      considered resignation for "Good Reason" if one or more of
                      the following are undertaken by the Company without
                      Executive's express written consent: (i) the assignment to
                      Executive of any duties or responsibilities that results
                      in a material diminution in Executive's position or
                      function as in effect immediately prior to the effective
                      date of the Change in Control; provided, however, that a
                      mere change in Executive's reporting relationships will
                      not provide the basis for a voluntary termination with
                      Good Reason; (ii) a material reduction by the Company in
                      Executive's Base Salary, as in effect on the effective
                      date of the Change in Control or as increased thereafter;
                      (iii) any failure by the Company to continue in effect any
                      benefit plan or program, including incentive plans or
                      plans with respect to the receipt of securities of the
                      Company, in which Executive was participating immediately
                      prior to the effective date of the Change in Control
                      (hereinafter referred to as "Benefit Plans"), or the
                      taking of any action by the Company that would adversely
                      affect Executive's participation in or reduce Executive's
                      benefits under the Benefit Plans or deprive Executive of
                      any fringe benefit that Executive enjoyed immediately
                      prior to the effective date of the Change in Control;
                      provided, however, that Good Reason will not be deemed to
                      have occurred if the Company provides for Executive's
                      participation in benefit plans and programs that, taken as
                      a whole, are comparable to the Benefit Plans; (iv) a
                      relocation of the Executive's


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                      business office to a location more than one hundred (100)
                      miles from the location at which Executive perform duties
                      as of the effective date of the Change in Control, except
                      for required travel by Executive on the Company's business
                      to an extent substantially consistent with Executive's
                      business travel obligations prior to the effective date of
                      the Change in Control; or (v) a material breach by the
                      Company of any provision of any material agreement between
                      Executive and the Company concerning the terms and
                      conditions of Executive's employment.

BASE SALARY
DEFINED:              For purposes of this Agreement, "Base Salary" means base
                      salary to be paid to Executive (including all amounts
                      elected to be deferred that would otherwise have been
                      paid, under any cash or deferred arrangement established
                      by the Company), including guaranteed bonuses and
                      guaranteed commissions, but excluding other remuneration
                      paid directly to Executive, such as profit sharing, the
                      cost of employee benefits paid for by the Company,
                      education or tuition reimbursements, imputed income
                      arising under any Company group insurance or benefits
                      program, traveling expenses, business and moving expense
                      reimbursements, income received in connection with stock
                      options, contributions made by the Company under any
                      employee benefit plan, and similar items of compensation.

PARACHUTE
PAYMENTS:             If any payment or benefit the Executive would receive in
                      connection with a Change in Control (the "Payment") would
                      (i) constitute a "parachute payment" within the meaning of
                      Section 280G of the Internal Revenue Code of 1986, as
                      amended (the "Code"), and (ii) but for this sentence, be
                      subject to the excise tax imposed by Section 4999 of the
                      Code (the "Excise Tax"), then such Payment shall be equal
                      to the Reduced Amount. The "Reduced Amount" shall be
                      either (x) the largest portion of the Payment that would
                      result in no portion of the Payment being subject to the
                      Excise Tax or (y) the largest portion, up to and including
                      the total, of the Payment, whichever amount, after taking
                      into account all applicable federal, state and local
                      employment taxes, income taxes, and the Excise Tax (all
                      computed at the highest applicable marginal rate), results
                      in the Executive's receipt, on an after-tax basis, of the
                      greater amount of the Payment notwithstanding that all or
                      some portion of the Payment may be subject to the Excise
                      Tax. If a reduction in payments or benefits constituting
                      "parachute payments" is necessary so that the Payment
                      equals the Reduced Amount, reduction shall occur in the
                      following order unless the Executive elects in writing a
                      different order (provided, however, that such election
                      shall be subject to Company approval if made on or after
                      the date on which the event that triggers the Payment
                      occurs): reduction of cash payments; cancellation of
                      accelerated vesting of stock awards; reduction of employee
                      benefits. In the event that acceleration of vesting of
                      stock award compensation is to be reduced, such
                      acceleration of vesting shall be cancelled in the reverse
                      order of the date of grant of the


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                      Executive's stock awards unless the Executive elects in
                      writing a different order for cancellation.

                      The accounting firm engaged by the Company for general
                      audit purposes as of the day prior to the effective date
                      of the Change in Control shall perform the foregoing
                      calculations. If the accounting firm so engaged by the
                      Company is serving as accountant or auditor for the
                      individual, entity or group effecting the Change in
                      Control, the Company shall appoint a nationally recognized
                      accounting firm to make the determinations required
                      hereunder. The Company shall bear all expenses with
                      respect to the determinations by such accounting firm
                      required to be made hereunder.

                      The accounting firm engaged to make the determinations
                      hereunder shall provide its calculations, together with
                      detailed supporting documentation, to the Company and the
                      Executive within fifteen (15) calendar days after the date
                      on which the Executive's right to a Payment is triggered
                      (if requested at that time by the Company or the
                      Executive) or such other time as requested by the Company
                      or the Executive. If the accounting firm determines that
                      no Excise Tax is payable with respect to a Payment, either
                      before or after the application of the Reduced Amount, it
                      shall furnish the Company and the Executive with an
                      opinion reasonably acceptable to Executive that no Excise
                      Tax will be imposed with respect to such Payment. Any good
                      faith determinations of the accounting firm made hereunder
                      shall be final, binding and conclusive upon the Company
                      and the Executive.

AT WILL
EMPLOYMENT:           Nothing in this letter alters Executive's at-will
                      employment status. Either Executive or the Company may
                      terminate Executive's employment relationship at any time
                      for any reasons whatsoever, with or without cause or
                      advance notice.

ENTIRE AGREEMENT:     This letter constitutes the complete, final and exclusive
                      embodiment of the entire agreement between Executive and
                      the Company concerning severance benefits in the event of
                      a Change in Control, and this letter replaces and
                      supersedes any previous promises, representations or
                      agreement concerning this subject matter. It is entered
                      into without reliance on any representation other than
                      those expressly contained herein. Notwithstanding anything
                      herein to the contrary, this Agreement does not modify or
                      supersede any agreement relating to stock options between
                      Executive and the Company. Except as provided herein, the
                      terms of the Employment Agreement remain in full force and
                      effect.


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        IN WITNESS WHEREOF, the parties have executed this Change in Control
Agreement as of the date first above written.


VIXEL CORPORATION                       [EXECUTIVE]



By: ____________________________        ________________________________
    [Name]
    [Title]



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                                    EXHIBIT A

                        OFFER LETTER EMPLOYMENT AGREEMENT



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                                    EXHIBIT B

                                RELEASE AGREEMENT


        I understand that my position with _________________ (the "Company")
terminated effective ___________, _____ (the "Separation Date"). The Company has
agreed that if I choose to sign this Release, the Company will pay me certain
severance or consulting benefits pursuant to the terms of the Change in Control
Agreement (the "Agreement") between myself and the Company, and any agreements
incorporated therein by reference. I understand that I am not entitled to such
benefits unless I sign this Release and it becomes fully effective. I understand
that, regardless of whether I sign this Release, the Company will pay me all of
my accrued salary and vacation through the Separation Date, to which I am
entitled by law.

        In consideration for the severance benefits I am receiving under the
Agreement, I hereby release the Company and its officers, directors, agents,
attorneys, employees, shareholders, parents, subsidiaries, and affiliates from
any and all claims, liabilities, demands, causes of action, attorneys' fees,
damages, or obligations of every kind and nature, whether they are now known or
unknown, arising at any time prior to and including the date I sign this
Release. This general release includes, but is not limited to: all federal and
state statutory and common law claims related to my employment or the
termination of my employment or related to all claims for breach of contract,
tort, wrongful termination, discrimination, wages or benefits, or claims for any
form of equity or compensation. Notwithstanding the release in the preceding
sentence, I am not releasing any right of indemnification I may have in my
capacity as an employee, officer and/or director of the Company pursuant to any
express indemnification agreement or pursuant to the Bylaws of the Company, nor
am I releasing any rights I may have as an owner and/or holder of the Company's
common stock and stock options.

        In releasing claims unknown to me at present, I am waiving all rights
and benefits under Section 1542 of the California Civil Code, and any law or
legal principle of similar effect in any jurisdiction: "A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

        If I am forty (40) years of age or older as of the Separation Date, I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the federal Age Discrimination in Employment Act of 1967, as
amended ("ADEA"). I also acknowledge that the consideration given for the waiver
in the above paragraph is in addition to anything of value to which I was
already entitled. I have been advised by this writing, as required by the ADEA
that: (a) my waiver and release do not apply to any claims that may arise after
my signing of this Release; (b) I should consult with an attorney prior to
executing this Release; (c) I have twenty-one (21) days within which to consider
this Release (although I may choose to voluntarily execute this Release
earlier); (d) I have seven (7) days following the execution of this release to


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revoke the Release; and (e) this Release will not be effective until the eighth
day after this Release has been signed both by me and by the Company ("Effective
Date").

AGREED:

[THE COMPANY]                           [EXECUTIVE]



By: __________________________          ____________________________________
    [Name]
    [Title]

Date: ________________________          Date: ______________________________



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                                  ATTACHMENT A


<TABLE>
<CAPTION>
      EXECUTIVE                     AGREEMENT DATE              NO. OF MONTHS
      ---------                     --------------              -------------
<S>                                 <C>                         <C>
      Kurtis L. Adams               August 20, 1998             Nine months
      Stuart Berman                 February 17, 1998           Six months
      Thomas Hughes                 March 21, 2000              Six months
</TABLE>