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                                                                   Exhibit 10.2


                            NONSTATUTORY STOCK OPTION

                         DATE OF GRANT: JANUARY 23, 2001


James McCluney, Optionee:

        Vixel Corporation (the "Company"), pursuant to its 1999 Equity Incentive
Plan, as amended (the "Plan"), has this day granted to you, the optionee named
above (hereinafter referred to as "you" or the "Optionee"), an option to
purchase shares of the common stock of the Company ("Common Stock"). This option
is not intended to qualify as, and will not be treated as, an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). Defined terms not explicitly defined in this agreement
but defined in the Plan shall have the same definitions as in the Plan, a copy
of which is attached as Exhibit A.

        The details of this option are as follows:

        1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of
shares of Common Stock subject to this option is two hundred thousand (200,000)
(the "Shares").

        2. VESTING.

           (a) Subject to the other provisions of this Agreement, the shares of
Common Stock subject to this option shall vest over four years, at the rate of
25% of the Shares on the one year anniversary of the Date of Grant and quarterly
thereafter in 12 equal installments.

           (b) If at any time until this option is fully vested, the Company or
its stockholders enter into an agreement providing for an Acquisition and the
surviving or acquiring company does not assume this option or substitute a
substantially equivalent option, the vesting schedule of this option shall be
accelerated so that this option shall vest and be exercisable immediately prior
to the consummation of the Acquisition with respect to a number of shares equal
to (i) the number of shares vested as of the date of consummation of such
Acquisition (less the number of shares as to which the option has been
previously exercised), plus (ii) the greater of (A) one-half of the number of
unvested shares subject to this option as of the date of consummation of such
Acquisition or (B) 50,000 Shares (representing one year's vesting of this
option). However, in no event will the total vesting under this option exceed
the total number of shares subject to this option.

           (c) If the surviving or acquiring corporation in an Acquisition
assumes this option or substitutes a substantially equivalent option, and if
thereafter Optionee's employment is terminated by the Company other than for
Cause (as defined below) or by Optionee for Good Reason (as defined below) at
any time when any of the shares subject to this option remain unvested following
the consummation of the Acquisition, then the vesting schedule of this option
will be accelerated to the extent set forth in paragraph b above, based on the
date of termination.



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           (d) This option will continue to vest upon termination of Optionee's
employment without cause on the terms set forth in Optionee's Employment
Agreement dated April 26, 1999.

           (e) For purposes of this Agreement, the term:

        "Acquisition" shall mean: (1) a sale of all or substantially all of the
assets of the Company; (2) a merger or consolidation in which the Company is not
the surviving corporation; (3) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's 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; or (4) an
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as hereafter amended or
succeeded (the "Exchange Act"), excluding any employee benefit plan, or related
trust, sponsored or maintained by the Company or an affiliate of the Company, of
the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of securities of the Company or its successor representing at
least fifty percent (50%) of the combined voting power entitled to vote in the
election of directors; provided that, notwithstanding the foregoing, in the case
of (2) and (3) above, such transactions shall only be deemed an "Acquisition" if
the stockholders of the Company or its successor immediately prior to such
merger, consolidation or reverse merger: (A) hold less than 50% of the
outstanding securities of the surviving company following the merger or
consolidation, or (B) in the event that the securities of an affiliated entity
are issued to the stockholders of the Company in the transaction in exchange for
their shares in the Company, hold less than 50% of the outstanding securities of
such affiliated entity.

        "Cause" for termination shall mean: (i) Optionee has committed any
material act of embezzlement, fraud or misconduct; (ii) if Optionee is convicted
of any or pleads nolo contendere to felony involving moral turpitude; (iii)
Optionee engages in competition with the Company, or its successor; or (iv)
Optionee causes material damage to Company through intentional misconduct or
gross neglect of the duties customary to his office. In the event Optionee's
employment is terminated at any time with Cause, he will not be entitled to any
acceleration of vesting hereunder.

        "Good Reason" shall mean any of the following not agreed to by Optionee:
(i) a reduction in Optionee's compensation; (ii) a relocation of Optionee's
principal worksite to a location that is more than 35 miles further away from
Optionee's Washington residence than the Optionee's pre-Acquisition principal
worksite; or (iii) a material reduction in Optionee's responsibilities with
respect to the Company's operations as in effect immediately prior to the
Acquisition (other than changes in responsibility customarily associated with
the Company's business becoming owned and operated by the acquiring company).

        3. EXERCISE PRICE AND METHOD OF PAYMENT.

           (a) EXERCISE PRICE. The exercise price of this option shall be
$3.9688 per share.



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           (b) METHOD OF PAYMENT. Payment of the exercise price per share is due
in full upon exercise of all or any part of each installment that has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:

               (i) Payment of the exercise price per share in cash (including
check) at the time of exercise;

               (ii) Payment pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board which results in the receipt of cash
(or check) by the Company prior to the issuance of Common Stock;

               (iii) By delivery of already-owned shares of Common Stock, held
for the period required to avoid a charge to the Company's reported earnings,
and owned free and clear of any liens, claims, encumbrances or security
interests, and valued at its fair market value (as defined in the Plan) on the
date of exercise;

               (iv) By delivery of a full recourse promissory note in a
principal amount equal to the exercise price of the Shares being acquired upon
exercise of the Option. The Note will (i) bear interest at the minimum rate
required to avoid imputed interest under the Code, (ii) have a term of four
years from the date of exercise, (iii) be secured by the Shares acquired upon
exercise of the Option and (iv) be subject to mandatory prepayment in the event
that any of the Shares are sold; or

               (v) By a combination of the above methods.

        4. WHOLE SHARES. This option may not be exercised for any number of
shares which would require the issuance of anything other than whole shares.

        5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise this option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
of 1933, as amended (the "Securities Act") or, if such shares of Common Stock
are not then so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Securities
Act. The exercise of this option must also comply with other applicable laws and
regulations governing this option, and you may not exercise this option if the
Company determines that such exercise would not be in material compliance with
such laws and regulations.

        6. TERM. The term of this option commences on the date hereof and
expires on January 23, 2011 (the "Expiration Date"), unless this option expires
sooner as set forth below or in the Plan. In no event may this option be
exercised on or after the date on which it terminates. This option shall
terminate prior to the expiration of its term as follows: twelve (12) months
after the termination of your employment with the Company or an affiliate of the
Company (as defined in the Plan) for any reason or for no reason unless during
any part of such twelve (12) month period the option is not exercisable solely
because of the condition set forth in Section 5 of this option, in which event
this option shall not terminate until the earlier of the Expiration



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Date or the date as of which this option shall have been exercisable for an
aggregate period of twelve (12) months after the termination of your employment.

        However, this option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of Section 2 of this
option.

        7. EXERCISE.

           (a) Subject to the provisions of this option, you may elect at any
time during your employment with the Company or an affiliate thereof to exercise
the option as to any part or all of the shares subject to this option at any
time during the term hereof, including without limitation, a time prior to the
vesting dates described in Section 2 of this option; provided, however, that:

               (i) a partial exercise of this option shall be deemed to cover
first vested shares and then the earliest vesting installment of unvested
shares;

               (ii) any shares so purchased from installments which have not
vested as of the date of exercise shall be subject to the purchase option in
favor of the Company pursuant to the Company's standard form of Early Exercise
Stock Purchase Agreement; and

               (iii) you shall enter into the Company's standard form of Early
Exercise Stock Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred.

           (b) The election provided in this Section 7 to purchase shares upon
the exercise of this option prior to the vesting dates shall cease upon
termination of your employment with the Company or an affiliate thereof and may
not be exercised after the date thereof.

           (c) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in the form designated attached hereto as
Exhibit B) together with the exercise price to the Secretary of the Company, or
to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require
pursuant the Plan.

        8. WITHHOLDING OBLIGATIONS.

           (a) At the time you exercise this option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with this option. Notwithstanding the foregoing, the Company shall not be
authorized to withhold shares of Common Stock at rates in



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excess of the minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes.

           (b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable conditions or restrictions
of law, the Company may withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of this option a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as
of the date of exercise, not in excess of the minimum amount of tax required to
be withheld by law. If the date of determination of any tax withholding
obligation is deferred to a date later than the date of exercise of this option,
share withholding pursuant to the preceding sentence shall not be permitted
unless you make a proper and timely election under Section 83(b) of the Code,
covering the aggregate number of shares of Common Stock acquired upon such
exercise with respect to which such determination is otherwise deferred, to
accelerate the determination of such tax withholding obligation to the date of
exercise of this option. Notwithstanding the filing of such election, shares of
Common Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of this option that are otherwise issuable
to you upon such exercise. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility.

           (c) You may not exercise this option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise this option when desired even though this option is
vested, and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.

        9. TRANSFERABILITY. This option is not transferable, except (i) by will
or by the laws of descent and distribution, or (ii) by written instruction, in a
form accepted by the Company, as a gift or pursuant to a domestic relations
order, to your spouse, children, lineal ancestors or lineal descendants (or a
trust or other entity for the exclusive benefit of you and/or the foregoing
persons). This option is exercisable during your life only by you and by a
transferee satisfying the above conditions; provided, however, that such
transferee may exercise this option only to the extent permitted by the rules
under the Securities Act. Notwithstanding the foregoing, by delivering written
notice to the Company, in a form satisfactory to the Company, you may designate
a third party who, in the event of your death, shall thereafter be entitled to
exercise this option. Any shares acquired upon exercise of this option by a
permitted transferee under this Section 9 shall be subject to the terms of any
applicable Early Exercise Stock Purchase Agreement.

        10. OPTION NOT AN EMPLOYMENT CONTRACT. This option is not an employment
contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue your employment with the Company. References to
employment, employee or similar terms shall be deemed to include the performance
of services as a bona fide consultant, provided, however, that no rights as an
employee shall arise solely by reason of the use of such terms.



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        11. NOTICES. Any notices provided for in this option or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

        12. GOVERNING PLAN DOCUMENT. This option is subject to all the
provisions of the Plan, a copy of which is attached hereto, and its provisions
are hereby made a part of this option, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this option and those of the Plan, the provisions of
the Plan shall control.

        Dated as of the 23rd day of January, 2001.



                                 Very truly yours,

                                 VIXEL CORPORATION

                                 On behalf of the Board of Directors,

                                 By: /s/ Kurtis L. Adams
                                     ------------------------------------------
                                     Kurtis L. Adams, Chief Financial Officer

The undersigned acknowledges receipt of this option and the attachments
referenced herein and understands that all rights and liabilities with respect
to this option are set forth in this option and the Plan.


                                 OPTIONEE


                                 /s/ James M. McCluney
                                 ----------------------------------------------
                                 JAMES M. MCCLUNEY



Agreed and Acknowledged:

Optionee's Spouse

/s/ Vivian McCluney
------------------------


ATTACHMENTS:

Exhibit A-1999 Equity Incentive Plan
Exhibit B-Notice of Exercise




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