Exhibit 10.4

INTEGRATED TELECOM EXPRESS, INC.

2001 NONSTATUTORY STOCK OPTION PLAN

1.Purposes of the Plan.The purposes of this Nonstatutory Stock Option Plan are:



Options
granted under the Plan will be Nonstatutory Stock Options.

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



---



3.Stock Subject to the Plan.Subject to the provisions of Section 12 of the Plan, the maximum
aggregate number of Shares which may be optioned and sold under the Plan is four million five hundred thousand (4,500,000) Shares. The Shares may be authorized, but unissued, or reacquired Common
Stock.



4.Administration of the Plan.



2

---



3

---

5.Eligibility.Options may be granted to Service Providers; provided, however, that notwithstanding
anything to the contrary contained in the Plan, Options may not be granted to Officers and Directors except in connection with an Officer's initial service to the Company.

6.Limitation.Neither the Plan nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionee's relationship as a Service Provider with the Company, nor shall they interfere in any way with the Optionee's right or the Company's right to terminate such relationship at
any time, with or without cause.

7.Term of Plan.The Plan shall become effective upon its adoption by the Board. It shall continue in
effect for ten (10) years, unless sooner terminated under Section 14 of the Plan.

8.Term of Option.The term of each Option shall be stated in the Option Agreement.

9.Option Exercise Price and Consideration.



10.Exercise of Option.



4

---



5

---



11.Non-Transferability of Options.Unless determined otherwise by the Administrator, an
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. If the Administrator makes an Option transferable, such Option shall contain such additional terms and conditions as the Administrator deems
appropriate.

12.Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.



6

---



13.Date of Grant.The date of grant of an Option shall be, for all purposes, the date on which the
Administrator makes the determination granting such Option, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.

14.Amendment and Termination of the Plan.



15.Conditions Upon Issuance of Shares.



16.Inability to Obtain Authority.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.

17.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.

7

---

QuickLinks