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                                                                    Exhibit 10.1

                         TIPPINGPOINT TECHNOLOGIES, INC.
                              AMENDED AND RESTATED
                        2000 EMPLOYEE STOCK PURCHASE PLAN

1.       Purpose and Effect of Plan.

         The purpose of the Amended and Restated 2000 Employee Stock Purchase
Plan (the "Stock Purchase Plan" or the "Plan") is to secure for TippingPoint
Technologies, Inc., a Delaware corporation (the "Company), and its stockholders
the benefits of the incentive inherent in the ownership of the Company's capital
stock by employees of the Company and its subsidiaries. The Stock Purchase Plan
is intended to comply with the provisions of Section 423 of the Internal Revenue
Code of 1986, as amended (the Code), and the Plan shall be administered,
interpreted, and construed in accordance with such provisions.

2.       Shares Reserved for the Plan.

         There shall be initially reserved for issuance to and purchase by
employees under the Stock Purchase Plan an aggregate of 80,392 shares of Common
Stock, $0.01 par value per share, of the Company ("Common Stock"), subject to
adjustment as provided in Section 12 and to an annual increase. The annual
increase in the number of shares reserved for issuance pursuant to the plan
shall be the least of the following: (1) 1% of issued and outstanding shares as
of the last day of the prior fiscal year; (2) 60,000 shares; or (3) a smaller
number as determined by the Board of Directors. Such annual increase shall occur
automatically on the first trading day in January of each year. Shares subject
to the Plan may be shares now or hereafter authorized but unissued or shares
that were once issued and subsequently reacquired by the Company. The Company
reserves the right to purchase shares on the market. If shares are purchased on
the market by the Company, the Company will make a cash contribution to the Plan
equal to the difference between the employee's purchase price and the price paid
for the shares on the market. If and to the extent that any right to purchase
reserved shares shall not be exercised by any employee for any reason or if such
right to purchase shall terminate as provided herein, such shares which have not
been so purchased hereunder shall again become available for the purposes of the
Plan unless the Plan shall have been terminated, but such unpurchased shares
shall not be deemed to increase the aggregate number of shares specified above
to be reserved for purposes of the Plan (subject to adjustment as provided in
Section 12).

3.       Administration of the Plan.

         The Stock Purchase Plan shall be administered, at the expense of the
Company, by a committee appointed by the Board of Directors, which shall be
designated as the Employee Stock Purchase Plan Committee (the "Committee"),
consisting of not less than two members, who shall serve at the pleasure of the
Board of Directors. The Committee shall select one of its members as chairman
and shall hold meetings at such times and places as it may determine. The
Committee may request advice or assistance or employ such persons, including a
broker or custodian, as are necessary for proper administration of the Plan.
Subject to the express provisions of the Plan, the Committee shall have the
discretionary authority to interpret the Plan, to supply omissions or correct
errors in the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to make equitable adjustments for any mistakes made in the
administration of the Plan, and to make all other

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determinations necessary or advisable in administering the Plan, all of which
determinations shall be final and binding upon all persons unless otherwise
determined by the Board of Directors. A quorum of the Committee shall consist of
a majority of its members and the Committee may act by vote of a majority of its
members at a meeting at which a quorum is present or without a meeting by a
written consent to their action taken signed by all members of the Committee.

4.       Eligible Employees.

         All present and future employees of the Company, its present and future
domestic subsidiaries and such of its present or future foreign subsidiaries as
may be designated from time to time by the Committee, shall be eligible to
participate in the Stock Purchase Plan, provided each of such employees:

                  (a) has been employed by the Company and/or any of its
         subsidiaries (or any predecessor thereof) since the May 31 or November
         30 immediately preceding the Enrollment Date in question, as
         hereinafter defined,

                  (b) has customary employment of a minimum of 20 hours per week
         during at least five months of the year, and

                  (c) does not own, immediately after the right is granted,
         stock possessing five percent (5%) or more of the total combined voting
         power or value of all classes of capital stock of the Company or of any
         subsidiary company.

         In determining whether a corporation is a subsidiary, the rules of
Section 424(f) of the Code shall be followed and in determining stock ownership
under this paragraph, the rules of Section 424(d) of the Code shall apply and
stock which the employee may purchase under outstanding options shall be treated
as stock owned by the employee. Employees eligible to participate in the Stock
Purchase Plan pursuant to the provisions of this Section 4 are hereinafter
referred to as "Eligible Employees".

         "Leased employees," "independent contractors," or other workers in
similar classifications are not eligible to participate.

5.       Election to Participate.

         Each Eligible Employee, at the effective date of the Stock Purchase
Plan and at January 1 in each calendar year after the calendar year which
includes the effective date, and at July 1, 2000 and each subsequent July 1
(each such January 1 or July 1 being referred to as the "Enrollment Date," and
each six-month period beginning on an Enrollment Date being referred to as a
"Purchase Period"), may participate in the Plan by filing with the Committee
prior to such effective date or Enrollment Date, as the case may be, an
Enrollment Form authorizing specified regular payroll deductions (in any whole
percent from one percent (1%) through fifteen percent (15%) of his or her base
compensation). Base compensation is gross compensation actually paid for the pay
period, including overtime pay and overtime premium, but before reductions for
401(k) contributions or cafeteria plan contributions, excluding all bonuses,
severance pay, any extraordinary pay, expense

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allowances/reimbursements, moving expenses and income from restricted stock or
stock options. Employees who so elect to participate in the Plan are referred to
herein as Participating Employees. Payroll deductions for each Participating
Employee shall be made regularly commencing on the Enrollment Date, by the
Company and shall be credited to an account which the Company shall establish in
the name of each participant (the "Payroll Deduction Account"). A Participating
Employee may at any time withdraw the entire balance accumulated in his or her
Payroll Deduction Account and thereby cease to be a Participating Employee in
the Plan until the following Enrollment Date of the Plan. Such payroll
deductions shall continue until the Plan terminates or the Participating
Employee elects to cease participating or elects to change his or her
contribution percentage. A Participating Employee may at any time (but not more
than once during a six month period) decrease his or her payroll deduction, but
not to less than one percent (1%), by filing a new Enrollment Form, which shall
become effective on the following payroll date, or as soon thereafter as
practicable. All funds in Payroll Deduction Accounts may be used by the Company
for any corporate purpose. Payroll Deduction Accounts are not credited with
interest.

6.       Limitation of Number of Shares Which an Employee May Purchase.

         (a)   No right to purchase shares under this Stock Purchase Plan shall
               permit an employee to purchase stock under all employee stock
               purchase plans of the Company and its subsidiaries at a rate
               which exceeds either $25,000 of fair market value of such stock
               (determined at the time the right is granted) for any calendar
               year in which the right is outstanding, or such other limits as
               may be imposed by the applicable laws and regulations under the
               Code in effect during such calendar year.

         (b)   The maximum number of shares which an employee may purchase in
               any one Purchase Period is 1,500. In no event shall an employee
               purchase shares in excess of the limitation in part (a) of this
               section.

7.       Purchase Price.

         The purchase price for each share of Common Stock shall be eighty-five
percent (85%) of the lesser of (i) the fair market value of such share on the
Investment Date (as defined in Section 8) and (ii) the fair market value of such
share on the first day of the Purchase Period.

"Fair market value" shall be determined by the Committee by any fair and
reasonable means, including if the Common Stock is listed for trading on a
national securities exchange or market, the closing price on such exchange or
market on the date in question, or if the Common Stock shall not have been
traded on such exchange on such date, the closing price on such exchange or
market on the first day prior thereto on which the Common Stock was traded.

8.       Method of Payment.

         As of the last business day in June and December during the life of the
Plan (each of such dates being known as an "Investment Date"), each
Participating Employee shall have the right to purchase the number of whole
shares of Common Stock determined by dividing the amount of the balance in his
or her Payroll Deduction Account by the purchase price as determined in Section
7.

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Each Participating Employee having funds in his or her Payroll Deduction Account
on an Investment Date shall be deemed, without any further action, to have
purchased with the funds in such account the number of whole shares which such
Participating Employee has the right to purchase at the purchase price on that
Investment Date. Such shares shall be issued promptly on behalf of the employee
participants. Any amount remaining in a Participating Employee's Payroll
Deduction Account after any Investment Date shall be retained in his or her
Payroll Deduction Account for use in purchasing shares of Common Stock on
subsequent Investment Dates or refunded to the Participating Employee if for any
reason he or she ceases to participate in the Plan.

9.       Registration of Certificates.

         Stock certificates may be registered in the name of such other agent or
custodian as the Board of Directors shall designate or in the name of the
individual Participating Employee.

10.      Rights as a Stockholder.

         When a Participating Employee's Payroll Deduction Account shall be
charged with the amount of the purchase price of stock, he shall immediately
thereupon have all of the rights or privileges of a stockholder of the Company
with respect to shares purchased under the Plan, whether or not certificates
representing the purchased shares shall have been issued.

11.      Rights Not Transferable.

         Rights under the Plan are not transferable by a Participating Employee
and are exercisable only by the Participating Employee.

12.      Adjustment in Case of Changes Affecting the Company's Stock.

         In the event of a subdivision of outstanding shares of Common Stock or
the payment of a stock dividend thereon, the number of shares reserved or
authorized to be reserved under this Stock Purchase Plan shall be increased
proportionately, and such other adjustment shall be made as may be deemed
necessary or equitable by the Board of Directors. In the event of a reverse
stock split affecting outstanding shares of Common Stock, the number of shares
reserved or authorized to be reserved under this Stock Purchase Plan shall be
decreased proportionately, and such other adjustment shall be made as may be
deemed necessary or equitable by the Board of Directors. In the event of any
other change affecting the Common Stock, such adjustment shall be made as may be
deemed equitable by the Board of Directors to give proper effect to such event,
subject to the limitations of Section 424 of the Code. In the event of a
corporate transaction described in Section 424(a) of the Code, the Board of
Directors of the Company may, alternatively, approve the assumption of the Plan
by a successor corporation that becomes the employer of a significant number of
Participating Employees ("Successor Employer"). In such event, any uninvested
amounts in the Payroll Deduction Accounts of Participating Employees who become
employees of the Successor Employer (or its subsidiary) shall be invested in
stock of the Successor Employer in accordance with Section 424(a), and such
Participating Employees' most recent Enrollment Forms shall be deemed to
continue in effect, subject to the right of any Participating Employee to cease
participating at any time. In the event of assumption of the Plan, Participating
Employees who do not become employees

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of the Successor Employer (or one of its subsidiaries) shall be deemed to have
terminated employment, solely for purposes of this Plan.

13.      Retirement, Termination and Death.

         In the event of a Participating Employee's retirement or termination of
employment, the amount in his or her Payroll Deduction Account shall be refunded
to such Participating Employee. If a Participating Employee is a resident of
Texas, in the event of his or her death, the amount in his or her Payroll
Deduction Account shall be paid to his or her designated beneficiary. If a
Participating Employee is not a resident of Texas, the amount in his or her
Payroll Deduction Account shall be paid to his or her surviving spouse; or, if
there is no surviving spouse, the Committee, in its sole discretion, may direct
payment to the deceased Participating Employee's estate or to one or more of his
or her surviving family members.

14.      Amendment of the Plan.

         The Board of Directors may at any time, or from time to time, amend the
Plan in any respect, except that, without the approval of the holders of a
majority of the shares of Common Stock of the Company voting thereon, no
amendment shall be made (a) increasing or decreasing the number of shares to be
reserved under the Plan (other than as provided in Sections 2 and 12) or (b)
altering the eligibility criteria for participation in the Plan.

15.      Termination of the Plan.

         The Plan and all rights of employees hereunder shall terminate:

               (a) on any Investment Date when Participating Employees become
         entitled to purchase a number of shares greater than the number of
         reserved shares remaining available for purchase; or

               (b) if the Plan is terminated at any time, at the discretion of
         the Board of Directors.

         In the event that the Plan terminates under circumstances described at
(a) above, reserved shares remaining as of the termination date shall be issued
to Participating Employees in proportion to the balances in the Payroll
Deduction Accounts of such employees. Upon termination of the Plan, all amounts
held in the Payroll Deduction Accounts shall, to the extent not used to purchase
shares of the Common Stock, be refunded to the Participating Employee entitled
thereto.

16.      Effective Date of Plan.

         The Plan became effective on April 19, 2000, the date on which a
Registration Statement under the Securities Act of 1933, as amended, covering
the shares to be issued under the Plan became effective.

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17.      Governmental and Other Regulations.

         The Plan, and the grant and exercise of the rights to purchase shares
hereunder, and the Company's obligation to sell and deliver shares upon the
exercise of rights to purchase shares, shall be subject to all applicable
Federal, state and foreign laws, rules and regulations, and to such approvals by
any regulatory or governmental agency as may, in the opinion of counsel for the
Company, be required.

18.      Indemnification of Committee.

         Members of the Committee shall be indemnified and entitled to
reimbursement of expenses pursuant to the Company's Certificate of Incorporation
and bylaws to the same extent as if they were directors of the Company.

19.      Listing of Shares and Related Matters.

         If at any time the Board of Directors or the Committee shall determine,
based on opinion of counsel, that the listing, registration or qualification of
the shares covered by the Plan upon any national securities exchange or under
any state or federal law or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the sale of purchase of shares under the Plan, no shares will be sold,
issued or delivered unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained, or otherwise provided
for, free of any conditions not acceptable to counsel.

20.      Third Party Beneficiaries.

         None of the provisions of the Plan shall be for the benefit of or
enforceable by any creditor of a Participating Employee or any other third
party. A Participating Employee may not create a lien, encumbrance or assignment
on any portion of the cash balance accumulated in his or her Payroll Deduction
Account or on any shares covered by a right to purchase before a stock is issued
for his or her benefit.

21.      General Provisions.

         The Plan shall neither impose any obligation on the Company or on any
parent or subsidiary corporation to continue the employment of any Participating
Employee, nor in any way limit or restrict the right of the Company or any
parent or subsidiary to discharge any Participating Employee or to change his or
her position or compensation. For purposes of the Plan, an employment
relationship shall be deemed to exist between an individual and a corporation
if, at the time of the determination, the individual is an "employee" of such
corporation within the meaning of Section 423(a)(2) of the Code and the
regulations and rulings interpreting such Section. For purposes of the Plan, the
transfer of a Participating Employee from employment with the Company to
employment with a parent or subsidiary of the Company, or vice versa, shall not
be deemed a termination of employment of the Participating Employee. Subject to
the specific terms of the Plan, all Participating Employees granted rights to
purchase shares hereunder shall have the same rights and privileges.

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22.      Governing Law.

         The Plan and rights to purchase shares that may be granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware without regard to any principles of conflicts of laws that
would require application of laws of a different jurisdiction.

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