Exhibit 10.5

INTEGRATED TELECOM EXPRESS, INC.

2001 DIRECTOR OPTION PLAN

1.Purposes of the Plan.The purposes of this 2001 Director Option Plan are to attract and retain the
best available personnel for service as Outside Directors (as defined herein) of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to
encourage their continued service on the Board.



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 Section 10 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the Plan is five hundred thousand (500,000) Shares (the "Pool"). The Shares may be authorized, but unissued, or reacquired Common Stock.



4.Administration and Grants of Options under the Plan.



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5.Eligibility.Options may be granted only to Outside Directors. All Options shall be automatically
granted in accordance with the terms set forth in Section 4 hereof.



6.Term of Plan.The Plan shall become effective upon its approval by the stockholders of the Company
as described in Section 16 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

7.Form of Consideration.The consideration to be paid for the Shares to be issued upon exercise of an
Option, including the method of payment, shall consist of (i) cash, (ii) check, (iii) other Shares, provided Shares acquired from the Company, (x) have been owned by the
Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which
said Option shall be exercised, (iv) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (v) any
combination of the foregoing methods of payment.

8.Exercise of Option.



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9.Non-Transferability of Options.The Option 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.

10.Adjustments Upon Changes in Capitalization, Dissolution, Change of Control or Asset Sale.



If
the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option, the Option shall become fully vested and exercisable, including as to
Shares for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the
date of such notice, and upon the expiration of such period the Option shall terminate.

For
the purposes of this Section 10(c), an Option shall be considered assumed if, following the Change of Control or sale of assets, the Option confers the right to purchase or
receive, for each Share of Optioned Stock subject to the Option immediately prior to the Change of Control or sale of assets, the consideration (whether stock, cash, or other securities or property)
received in connection with the

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Change of Control or sale of assets, by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares). If such consideration received in connection with the Change of Control or sale of assets is not solely common stock of
the successor corporation or its Parent, the Board may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of
Optioned Stock subject to the Option, to be solely common stock of the Successor Corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock
in the connection with the Change of Control or sale of assets.

11.Amendment and Termination of the Plan.



12.Time of Granting Options.The date of grant of an Option shall, for all purposes, be the date
determined in accordance with Section 4 hereof.

13.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, state securities laws, 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.



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

15.Option Agreement.Options shall be evidenced by written option agreements in such form as the Board
shall approve.

16.Stockholder Approval.The Plan shall be subject to approval by the stockholders of the Company
within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law and any stock
exchange rules.

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