Exhibit 10.38

SILICON COMMUNICATION LAB, INC.        1999 STOCK OPTION PLAN

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 and Consultants of the Company and its Subsidiaries and to promote the success of the
Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at
the time of grant of an option and subject to the applicable provisions of section 422 of be Code, as amended, and the regulations promulgated thereunder.

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



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3.Stock Subject to the Plan.Subject to the provisions of the Plan, the maximum aggregate number of
shares which may be optioned and sold under the Plan is three million (3,000,000) shares of Common Stock. The shares may be authorized but unissued, or reacquired Common Stock.

If
an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under the Plan.

4.Administration of the Plan.



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5.Eligibility.



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6.Term of Plan.The Plan shall become effective upon the earlier to occur of its adoption by the Board
of directors or its approval by the shareholders of the Company, as described in Section 17 of the Plan. It shall continue in effect for a term often (10) years unless sooner terminated
under Section 13 of the Plan.

7.Term of Option.The term of each Option shall be the term stated in the Option Agreement; provided,
however, that the term shall be no more than ten (10) years from the date of grant thereof. However, 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 thereof or such shorter term as may be provided in the Option Agreement.

8.Option Exercise Price and Consideration.



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9.Exercise of Option.



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

An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan.

Exercise
of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.



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10.Non-Transferability of Options.Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

11.Adjustments Upon Changes in Capitalization or Merger.



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12.Time of Granting Option.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 other date as is determined by the Board. Notice of the determination shall be given to each Employee or Consultant to
whom an Option is so granted within a reasonable time after the date of such grant.

13.Amendment and Termination of the Plan.



14.Conditions Upon Issuance of Shares.Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such compliance.

As
a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

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

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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.

16.Agreements.Options shall be evidenced by written agreements in such form as the Board shall
approve from time to time.

17.Shareholder Approval.Continuance of the Plan shall be subject to approval by the shareholders of
the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under applicable state and
federal law and the rules of any stock exchange upon which the Common Stock is listed.

18.Information to Optionees and Purchasers.The Company shall provide to each Optionee, not less
frequently than annually, copies of annual financial statements. The Company shall also provide such statements to each individual who acquires Shares pursuant to the Plan while such individual owns
such Shares. 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.

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SILICON COMMUNICATION LAB, INC.        1999 STOCK OPTION PLAN        STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I. NOTICE OF STOCK OPTION GRANT

|Optionee's Name and Address |  | 
|--------------------------- |  | 
|                            |  | 
|                            |  | 
|                            |  | 

You
have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

|Date of Grant                  |  |                          
|------------------------------ |  | -------------------------
|                               |  |                          
|Vesting Commencement Date      |  |                          
|                               |  |                          
|Exercise Price Per Share       |  |                          
|                               |  |                          
|Total Number of Shares Granted |  |                          
|                               |  |                          
|Total Exercise Price           |  |                          
|                               |  |                          
|Type of Option:                |  | Incentive Stock Option   
|                               |  | Nonstatutory Stock Option
|Terms/Expiration Date          |  |                          
|                               |  |                          



This Option may be exercised, in whole or in part, in accordance with the following schedule:

[25%
of the Shares subject to the Option shall vest on the first anniversary of the Vesting Commencement Date, and 1/48 of the Shares subject to the Option
shall vest each one-month period thereafter.]



This Option may be exercised for 30 days after termination of employment or consulting relationship, or such longer period as may be applicable upon
death or disability of Optionee as provided in the Plan, but in no event later than the Term/Expiration Date as provided above.

II. AGREEMENT

1.Grant of Option.Silicon Communication Lab, Inc., a California corporation (the "Company"),
hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of
Grant,
at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1997 Stock Option Plan (the "Plan") adopted by

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the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option.

If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the
Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock
Option ("NSO").

2.Exercise of Option.This Option shall be exercisable during its term in accordance with the Vesting
Schedule set out in the Notice of Grant and with the provisions of Section 9 of the Plan as follows:



No
Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any
stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.

3.Optionee's Representations.In the event the Shares purchasable pursuant to the exercise of this
Option have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, Optionee shall, if required by the Company, concurrently with the exercise of all or
any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B, and shall read the applicable rules of the
Commissioner of Corporations attached to such Investment Representation Statement.

4.Method of Payment.Payment of the Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee.



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5.Restrictions on Exercise.This Option may not be exercised until such time as the Plan has been
approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any
applicable
federal or state securities or other law or regulation, including any rule under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve
Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation.

6.Termination of Relationship.In the event an Optionee's Continuous Status as an Employee or
Consultant terminates, Optionee may, to the extent otherwise so entitled at the date of such termination (the "Termination Date"), exercise this Option during the Termination Period set out in the
Notice of Grant. To the extent that Optionee was not entitled to exercise this Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein,
the Option shall terminate.

7.Disability of Optionee.Notwithstanding the provisions of Section 6 above, in the event of
termination of an Optionee's consulting relationship or Continuous Status as an Employee as a result of his or her disability, Optionee may, but only within six (6) months from the date of such
termination (and in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the
date of such termination, provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such
Incentive Stock Option shall automatically convert to a Nonstatutory Stock Option on the day three months and one day following such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

8.Death of Optionee.In the event of termination of Optionee's Continuous Status as an Employee or
Consultant as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration
of the term of this Option as set forth in Section 10 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent
the Optionee could exercise the Option at the date of death.

9.Non-Transferability of Option.This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding up on the executors,
administrators, heirs, successors and assigns of the Optionee.

10.Term of Option.This Option may be exercised only within the term set out in the Notice of Grant,
and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 7 of the Plan regarding Options designated as Incentive
Stock Options and Options granted to more than ten percent (10%) shareholders shall apply to this Option.

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11.Taxation on Exercise of Option.Optionee understands that, upon exercising a Nonstatutory Option,
he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares over the exercise price. However, the timing of this income recognition
may be deferred for up to six months, if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an Employee, the Company
will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income.
Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy
his or her tax withholding obligation arising upon the exercise of this Option out of Optionee's compensation or by payment to the Company.

12.Tax Consequences.Set forth below is a brief summary as of the date of this Option of some of the
federal and State of California tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.



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13.First Right For Refusal.At the discretion of the Company, Shares issued pursuant to the exercise
of an option may be subject to a requirement that if an Optionee proposes to sell, pledge, or otherwise transfer any Shares acquired pursuant to exercise of an option, or any interest in such Shares,
to any person or entity, the Company shall have a right of first refusal (the "Right of First Refusal") with respect to such Shares. Any Optionee desiring to transfer Shares subject to the Right of
First Refusal shall give a written notice (the "Transfer Notice") to the Company describing fully the proposed transfer, including the number of shares proposed to be transferred, the proposed
transfer price, and the name and address of the proposed transferee. The Transfer Notice shall be signed both by the Optionee and the proposed transferee and must constitute a binding commitment of
both parties to the transfer of the Shares. The Company shall have the right to purchase the Shares subject to the Transfer Notice on the terms of the proposal referred to in the Transfer Notice by
delivery of a notice of exercise of the Right of First Refusal within 30 days after the date the Transfer Notice is received by the Company. The Company's rights under this Section 13
shall be freely assignable, in whole or in part.

If
the Company fails to exercise the Right of First Refusal within 30 days after the date on which it receives the Transfer Notice, the Optionee may, not later than six
(6) months following receipt of the Transfer Notice by Company, consummate a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice.
Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of
First Refusal and shall again require compliance with the procedure described in this Section 13. If the Company exercises its Right of First Refusal, the Optionee shall immediately endorse and
deliver to the Company every stock certificate representing the Shares being purchased, and the Company shall then promptly pay the purchase price in accordance with the terms set forth in the
Transfer Notice. The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the
Shares, other than a transferee acquiring Shares in a transaction with respect to which the Company failed to exercise its Right of First Refusal (a "Free Transferee") or a transferee of a Free
Transferee. Notwithstanding any other provision of this Section 13, if the common stock of the Company is listed on any United states securities exchange or traded on any formal
over-the-counter market in general use in the United States at the time the Optionee desires to transfer his or her Shares, the Company shall no longer have the Right of First
refusal, and the Optionee shall have no obligation to comply with this Section 13.

14."Market Stand-Off' Agreement.Optionee hereby agrees that he or she shall not, to the extent
reasonably requested by the Company and an underwriter of Common Stock (or other securities) of the Company, sell or otherwise transfer or dispose (other than to donees who agree to be similarly
bound) of any Shares during the one hundred eighty (180)-day period following the effective date of a registration statement of the Company filed under the Securities Act; provided,
however, that: (i) all officers and directors of the Company and all other persons with registration rights enter into similar agreements; and (ii) such agreement shall be applicable
only to the first such registration statement of the Company which covers shares (or securities) to be sold on its behalf to the public in an underwritten offering. Such agreement shall be in writing
in a form satisfactory to the Company and such underwriter. In order to enforce the foregoing covenant, the Company may impose stop-transfer

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instructions with respect to the Shares of each Shareholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such one hundred eighty
(180)-day period.

15.Binding Effect.This Agreement shall inure to the benefit of the Company and its successors and
assigns and, subject to the restrictions on transfer set forth herein, be binding upon Optionee, his permitted transferees, heirs, legatees, executors, administrators and legal successors, who shall
hold the Shares subject to the terms hereof.

16.Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way and shall be construed in accordance with
the purposes and tenor and effect of this Agreement.

17.Entire Agreement Governing Law.The Plan is incorporated herein by reference to the Option
Agreement. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the laws of the State or California except for that body of law pertaining to conflict of laws.

| |  | SILICON COMMUNICATION LAB, INC.
a California corporation
| |  | --------------------------------------------------------
| |  | By:                                                     
| |  |                                                         

OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHAPES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION
PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH
OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee
acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby Agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

|Dated: |  |  |  | Signed:            |  | 
|------ |  |  |  | ------------------ |  | 
|       |  |  |  |                    |  | 
|       |  |  |  | Residence Address:
|       |  |  |  |                   

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CONSENT OF SPOUSE

I,                   , spouse of the Optionee who executed the foregoing Agreement, hereby agree that my spouse's
interest in the shares of Common Stock
subject to said Agreement shall be irrevocably bound by the Agreement's terms. I further agree that my community property interest in such shares, if any, shall similarly be bound by said Agreement
and that such consent is binding upon my executors, administrators, heirs and assigns. I agree to execute and deliver such documents as may be necessary to carry out the intent of said Agreement and
this consent.

|Dated: |  |  |  | , 200 |  | 
|------ |  |  |  | ----- |  | 
|       |  |  |  |       |  | 
|       |  |  |  |       |  | 

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NOTICE OF EXERCISE OF STOCK OPTION

SILICON
COMMUNICATION LAB, INC.
846 N. Hillview Dr.
Milphas, CA 95035

Attention:
Secretary

The
undersigned hereby elects to exercise the option indicated below with respect to the number of shares of Common Stock of              (the "Company") set forth:

|Option Grant Date:                         |  |                          
|------------------------------------------ |  | -------------------------
|                                           |  |                          
|Type of Option:                            |  | Incentive Stock Option   
|                                           |  | Nonstatutory Stock Option
|Number of Shares Being Exercised:  Shares 
|Exercise Price Per Shares: $              
|Total Exercise Price: $                   
|Method of Payment: (  ) Cash or (  ) Check

Enclosed
herewith is payment in full of the total exercise price, a copy of the Option Agreement and an executed copy of an Investment Representation Statement (Exhibit B to
the Option Agreement).

My
exact name, address and social security number for purposes of the stock certificates to be issued and the shareholder list of the Company are:

|Name:                   |  | 
|----------------------- |  | 
|                        |  | 
|Address:                |  | 
|                        |  | 
|Social Security Number: |  | 
|                        |  | 

|       |  |  |  | Sincerely,               
|------ |  |  |  | -------------------------
|Dated: |  |  |  |                          
|       |  |  |  |                          
|       |  |  |  | (Employee's Signature)   
|       |  |  |  | (Employee's Printed Name)

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