Exhibit 10.40

                               CIDCO INCORPORATED
                        1999 EMPLOYEE STOCK PURCHASE PLAN

1.  ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

              1.1  Establishment.  The CIDCO  Incorporated  1999 Employee  Stock
Purchase  Plan (the  "Plan") is hereby  established  effective as of the date on
which it is approved by the stockholders of the Company (the "Effective Date").

              1.2 Purpose.  The purpose of the Plan is to advance the  interests
of Company and its stockholders by providing an incentive to attract, retain and
reward Eligible  Employees of the Participating  Company Group and by motivating
such persons to contribute to the growth and  profitability of the Participating
Company  Group.  The Plan provides  Eligible  Employees  with an  opportunity to
acquire a proprietary interest in the Company through the purchase of Stock. The
Company intends that the Plan qualify as an "employee stock purchase plan" under
Section  423 of the Code  (including  any  amendments  or  replacements  of such
section), and the Plan shall be so construed.

              1.3 Term of Plan.  The Plan  shall  continue  in effect  until the
earlier of its  termination  by the Board or the date on which all of the shares
of Stock available for issuance under the Plan have been issued.

         2.    DEFINITIONS AND CONSTRUCTION.
               ----------------------------

               2.1 Definitions.  Any term not expressly  defined in the Plan but
defined for  purposes of Section 423 of the Code shall have the same  definition
herein.  Whenever used herein,  the following terms shall have their  respective
meanings set forth below:

(a)"Board"  means  the  Board  of  Directors  of the  Company.  If  one or  more
     Committees have been appointed by the Board to administer the Plan, "Board"
     also means such Committee(s).

(b)"Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended,  and any
     applicable regulations promulgated thereunder.

(c)  "Committee" means a committee of the Board duly appointed to administer the
     Plan and having such powers as specified by the Board. Unless the powers of
     the Committee have been specifically  limited, the Committee shall have all
     of the powers of the Board granted herein,  including,  without limitation,
     the power to amend or terminate the Plan at any time,  subject to the terms
     of the Plan and any applicable limitations imposed by law.

(d)  "Company"  means  CIDCO  Incorporated,   a  Delaware  corporation,  or  any
     successor corporation thereto.

(e)  "Compensation"  means,  with respect to any Offering Period,  base wages or
     salary, overtime, bonuses, commissions,  shift differentials,  payments for
     paid time off, payments in lieu of notice, and compensation  deferred under
     any program or plan,  including,  without  limitation,  pursuant to Section
     401(k) or Section 125 of the Code. Compensation shall be limited to amounts
     actually   payable  in  cash  or  deferred  during  the  Offering   Period.
     Compensation  shall not include moving  allowances,  payments pursuant to a
     severance agreement, termination pay, relocation payments, sign-on bonuses,
     any amounts  directly or indirectly  paid pursuant to the Plan or any other
     stock purchase or stock option plan, or any other compensation not included
     above.

(f)  "Eligible  Employee" means an Employee who meets the requirements set forth
     in Section 5 for eligibility to participate in the Plan.

(g)  "Employee" means a person treated as an employee of a Participating Company
     for purposes of Section 423 of the Code. A  Participant  shall be deemed to
     have  ceased  to be an  Employee  either  upon  an  actual  termination  of
     employment or upon the corporation  employing the Participant ceasing to be
     a Participating  Company. For purposes of the Plan, an individual shall not
     be deemed to have ceased to be an  Employee  while on any  military  leave,
     sick leave, or other bona fide leave of absence  approved by the Company of
     ninety  (90) days or less.  If an  individual's  leave of  absence  exceeds
     ninety (90) days,  the  individual  shall be deemed to have ceased to be an
     Employee  on  the  ninety-first   (91st)  day  of  such  leave  unless  the
     individual's right to reemployment with the Participating  Company Group is
     guaranteed either by statute or by contract. The Company shall determine in
     good faith and in the exercise of its discretion  whether an individual has
     become  or has  ceased to be an  Employee  and the  effective  date of such
     individual's  employment or termination of employment,  as the case may be.
     For purposes of an individual's  participation in or other rights,  if any,
     under  the Plan as of the  time of the  Company's  determination,  all such
     determinations  by the  Company  shall be final,  binding  and  conclusive,
     notwithstanding  that the Company or any governmental  agency  subsequently
     makes a contrary determination.

(h)  "Fair  Market  Value"  means,  as of any date if on such  date the Stock is
     listed on a national or regional securities exchange or market system or is
     regularly quoted by a recognized  securities  dealer, the Fair Market Value
     of a share of Stock shall be the closing sale price of a share of Stock (or
     the mean of the  closing  bid and  asked  prices of a share of Stock if the
     Stock is so quoted  instead) as quoted on the Nasdaq National  Market,  The
     Nasdaq SmallCap Market, such other national or regional securities exchange
     or market system  constituting the primary market for the Stock, or by such
     recognized  securities  dealer,  as reported in the Wall Street  Journal or
     such other source as the Company deems reliable.  If the relevant date does
     not fall on a day on which the Stock has traded, the date on which the Fair
     Market Value is established shall be the last day on which the Stock was so
     traded  prior  to the  relevant  date,  or such  other  appropriate  day as
     determined by the Board, in its discretion. If, on the relevant date, there
     is no public  market for the  Stock,  the Fair  Market  Value of a share of
     Stock shall be as determined in good faith by the Board.

(i)  "Offering"  means an offering of Stock as provided in Section 6.  Offerings
     may be sequential or concurrent.

(j)  "Offering  Date"  means,  for any  Offering,  the first day of the Offering
     Period.

(k)  "Offering  Period" means a period  established  in accordance  with Section
     6.1.

(l)  "Parent  Corporation"  means any present or future "parent  corporation" of
     the Company, as defined in Section 424(e) of the Code.

(m)  "Participant" means an Eligible Employee who has become a participant in an
     Offering  Period in accordance  with Section 7 and remains a participant in
     accordance with the Plan.

(n)  "Participating  Company"  means the  Company or any Parent  Corporation  or
     Subsidiary  Corporation  designated  by  the  Board  as a  corporation  the
     Employees of which may, if Eligible Employees, participate in the Plan. The
     Board shall have the sole and absolute discretion to determine from time to
     time  which  Parent  Corporations  or  Subsidiary   Corporations  shall  be
     Participating Companies.

(o)  "Participating  Company Group" means, at any point in time, the Company and
     all other corporations collectively which are then Participating Companies.

(p)  "Purchase  Date"  means,  for any  Offering,  the last day of the  Offering
     Period;  provided,  however, that the Board in its discretion may establish
     one or more additional Purchase Dates during any Offering Period.

(q)  "Purchase Period" means a period determined in accordance with Section 6.2

(r   )  "Purchase  Price"  means  the  price at  which a share  of Stock  may be
     purchased under the Plan, as determined in accordance with Section 9.

(s)  "Purchase  Right" means an option granted to a Participant  pursuant to the
     Plan to  purchase  such shares of Stock as provided in Section 8, which the
     Participant  may or may not exercise  during the  Offering  Period in which
     such  option  is  outstanding.  Such  option  arises  from  the  right of a
     Participant  to  withdraw  any  accumulated   payroll   deductions  of  the
     Participant not previously  applied to the purchase of Stock under the Plan
     and to terminate  participation  in the Plan at any time during an Offering
     Period.

(t)  "Stock"  means the common  stock of the Company,  as adjusted  from time to
     time in accordance with Section 4.2.

(u)  "Subscription  Agreement"  means  a  written  agreement  in  such  form  as
     specified by the Company,  stating an Employee's election to participate in
     the  Plan and  authorizing  payroll  deductions  under  the  Plan  from the
     Employee's Compensation.

(v)  "Subscription  Date" means the last business day prior to the Offering Date
     of an Offering Period or such earlier date as the Company shall establish.

(w)  "Subsidiary   Corporation"   means  any   present  or  future   "subsidiary
     corporation" of the Company, as defined in Section 424(f) of the Code.

                  2.2 Construction. Captions and titles contained herein are for
convenience  only and shall not affect  the  meaning  or  interpretation  of any
provision of the Plan.  Except when  otherwise  indicated  by the  context,  the
singular shall include the plural and the plural shall include the singular. Use
of the term "or" is not  intended to be  exclusive,  unless the context  clearly
requires otherwise.

         3.       ADMINISTRATION.

                  3.1   Administration   by  the   Board.   The  Plan  shall  be
administered by the Board. All questions of  interpretation  of the Plan, of any
form  of   agreement  or  other   document   employed  by  the  Company  in  the
administration  of the Plan, or of any Purchase Right shall be determined by the
Board and shall be final and binding upon all persons  having an interest in the
Plan or the Purchase  Right.  Subject to the  provisions of the Plan,  the Board
shall  determine all of the relevant  terms and  conditions of Purchase  Rights;
provided,  however, that all Participants granted Purchase Rights shall have the
same rights and privileges  within the meaning of Section 423(b)(5) of the Code.
All expenses incurred in connection with the administration of the Plan shall be
paid by the Company.

                  3.2  Authority of Officers.  Any officer of the Company  shall
have the  authority  to act on behalf of the Company with respect to any matter,
right,  obligation,  determination or election that is the  responsibility of or
that is allocated to the Company herein,  provided that the officer has apparent
authority  with  respect to such matter,  right,  obligation,  determination  or
election.

                  3.3 Policies and Procedures  Established  by the Company.  The
Company may, from time to time, consistent with the Plan and the requirements of
Section 423 of the Code, establish,  change or terminate such rules, guidelines,
policies,  procedures,  limitations,  or adjustments as deemed  advisable by the
Company,  in  its  discretion,  for  the  proper  administration  of  the  Plan,
including,  without limitation,  (a) a minimum payroll deduction amount required
for participation in an Offering, (b) a limitation on the frequency or number of
changes  permitted in the rate of payroll  deduction during an Offering,  (c) an
exchange  ratio  applicable to amounts  withheld in a currency other than United
States  dollars,  (d) a payroll  deduction  greater than or less than the amount
designated  by a  Participant  in order to  adjust  for the  Company's  delay or
mistake in  processing a  Subscription  Agreement  or in  otherwise  effecting a
Participant's  election  under  the  Plan or as  advisable  to  comply  with the
requirements of Section 423 of the Code, and (e)  determination  of the date and
manner  by which the Fair  Market  Value of a share of Stock is  determined  for
purposes of administration of the Plan.

         4.       SHARES SUBJECT TO PLAN.
                  ----------------------

                  4.1 Maximum Number of Shares  Issuable.  Subject to adjustment
as provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be three hundred fifty thousand (350,000) and
shall consist of authorized but unissued or reacquired  shares of Stock,  or any
combination  thereof. If an outstanding Purchase Right for any reason expires or
is  terminated  or canceled,  the shares of Stock  allocable to the  unexercised
portion of that Purchase  Right shall again be available for issuance  under the
Plan.

                  4.2 Adjustments for Changes in Capital Structure. In the event
of any stock  dividend,  stock split,  reverse  stock  split,  recapitalization,
combination,  reclassification or similar change in the capital structure of the
Company,  or in the event of any merger  (including  a merger  effected  for the
purpose  of  changing  the  Company's   domicile),   sale  of  assets  or  other
reorganization in which the Company is a party, appropriate adjustments shall be
made in the  number and class of shares  subject  to the Plan and each  Purchase
Right and in the Purchase  Price.  If a majority of the shares of the same class
as the  shares  subject  to  outstanding  Purchase  Rights  are  exchanged  for,
converted  into,  or otherwise  become  (whether or not pursuant to an Ownership
Change Event) shares of another  corporation  (the "New Shares"),  the Board may
unilaterally amend the outstanding Purchase Rights to provide that such Purchase
Rights are exercisable for New Shares.  In the event of any such amendment,  the
number of shares subject to, and the Purchase Price of, the outstanding Purchase
Rights shall be adjusted in a fair and  equitable  manner,  as determined by the
Board, in its discretion.  Notwithstanding  the foregoing,  any fractional share
resulting from an adjustment  pursuant to this Section 4.2 shall be rounded down
to the nearest whole number, and in no event may the Purchase Price be decreased
to an amount  less than the par  value,  if any,  of the  stock  subject  to the
Purchase Right. The adjustments determined by the Board pursuant to this Section
4.2 shall be final, binding and conclusive.

         5.       ELIGIBILITY.
                  -----------

5.1  Employees Eligible to Participate. Each Employee of a Participating Company
     is  eligible  to  participate  in the Plan and shall be deemed an  Eligible
     Employee, except the following:

(a)  Any Employee who is customarily employed by the Participating Company Group
     for less than twenty (20) hours per week.; or

(b)  Any Employee who is customarily employed by the Participating Company Group
     for not more than five (5) months in any calendar year.

5.2  Exclusion of Certain  Stockholders.  Notwithstanding  any  provision of the
     Plan to the contrary,  no Employee  shall be granted a Purchase Right under
     the Plan if,  immediately after such grant, the Employee would own, or hold
     options to purchase,  stock of the Company or of any Parent  Corporation or
     Subsidiary  Corporation  possessing  five percent (5%) or more of the total
     combined voting power or value of all classes of stock of such corporation,
     as  determined  in  accordance  with  Section  423(b)(3)  of the Code.  For
     purposes of this Section 5.2, the  attribution  rules of Section  424(d) of
     the Code shall apply in determining the stock ownership of such Employee.

         6.       OFFERINGS.
                  ---------

     The Plan initially  shall be implemented on and after the Effective Date by
sequential  Offerings  of  approximately  six (6) months  duration or such other
duration as the Board shall determine (an "Offering  Period").  Offering Periods
shall  commence  on or about  February 1 and August 1 of each year and end on or
about  the last  days of the  next  July and  January,  respectively,  occurring
thereafter.  Notwithstanding the foregoing, the Board may establish, a different
duration effective for one or more future Offering Periods, different commencing
or ending  dates for such  Offering  Periods  or  concurrent  Offering  Periods;
provided,  however,  that no  Offering  Period  may  have a  duration  exceeding
twenty-seven  (27) months. If the first or last day of an Offering Period is not
a day on which the national securities exchanges or Nasdaq Stock Market are open
for trading,  the Company  shall specify the trading day that will be deemed the
first or last day, as the case may be, of the Offering Period.

         7.       PARTICIPATION IN THE PLAN.

                  7.1 Initial  Participation.  An Eligible Employee may become a
Participant   in  an  Offering   Period  by  delivering  a  properly   completed
Subscription  Agreement to the office  designated  by the Company not later than
the close of business for such office on the  Subscription  Date  established by
the Company for such Offering Period.  An Eligible Employee who does not deliver
a properly completed  Subscription  Agreement to the Company's designated office
on or before the Subscription  Date for an Offering Period shall not participate
in the Plan for that  Offering  Period  or for any  subsequent  Offering  Period
unless  the  Eligible  Employee   subsequently  delivers  a  properly  completed
Subscription Agreement to the appropriate office of the Company on or before the
Subscription  Date for such subsequent  Offering Period. An Employee who becomes
an Eligible  Employee after the Offering Date of an Offering Period shall not be
eligible to  participate  in that  Offering  Period but may  participate  in any
subsequent  Offering Period provided the Employee is still an Eligible  Employee
as of the Offering Date of such subsequent Offering Period.

                  7.2 Continued Participation. A Participant shall automatically
participate  in the  next  Offering  Period  commencing  immediately  after  the
Purchase  Date of each  Offering  Period in which the  Participant  participates
provided that the Participant  remains an Eligible Employee on the Offering Date
of the new  Offering  Period  and has not  either  (a)  withdrawn  from the Plan
pursuant to Section 12.1 or (b) terminated employment as provided in Section 13.
A Participant who may automatically participate in a subsequent Offering Period,
as  provided  in  this  Section,  is not  required  to  deliver  any  additional
Subscription  Agreement for the subsequent  Offering Period in order to continue
participation in the Plan. However, a Participant may deliver a new Subscription
Agreement for a subsequent Offering Period in accordance with the procedures set
forth in Section 7.1 if the  Participant  desires to change any of the elections
contained in the Participant's  then effective  Subscription  Agreement.  In the
event that the Board establishes  concurrent  Offerings,  Eligible Employees may
not participate simultaneously in more than one Offering.

         8.       RIGHT TO PURCHASE SHARES.

                  8.1 Grant of Purchase Right. Except as set forth below, on the
Offering Date of each Offering Period,  each Participant in that Offering Period
shall be granted  automatically  a  Purchase  Right  consisting  of an option to
purchase  that number of whole  shares of Stock  determined  by dividing  Twelve
Thousand Five Hundred  Dollars  ($12,500) by the Fair Market Value of a share of
Stock on such Offering  Date. No Purchase  Right shall be granted on an Offering
Date to any person who is not, on such Offering Date, an Eligible Employee.

                  8.2 Pro Rata Adjustment of Purchase Right. Notwithstanding the
provisions of Section 8.1, if the Board  establishes  an Offering  Period of any
duration  other than six months,  then the dollar amount in Section 8.1 shall be
determined  by  multiplying  $2,083.33  by the number of months  (rounded to the
nearest  whole month) in the Offering  Period and rounding to the nearest  whole
dollar.

                  8.3 Calendar Year  Purchase  Limitation.  Notwithstanding  any
provision  of the  Plan to the  contrary,  no  Participant  shall be  granted  a
Purchase Right which permits his or her right to purchase  shares of Stock under
the Plan to accrue at a rate  which,  when  aggregated  with such  Participant's
rights to purchase  shares under all other  employee  stock  purchase plans of a
Participating  Company  intended to meet the  requirements of Section 423 of the
Code,  exceeds  Twenty-Five  Thousand Dollars ($25,000) in Fair Market Value (or
such other limit,  if any, as may be imposed by the Code) for each calendar year
in which such Purchase  Right is  outstanding  at any time.  For purposes of the
preceding  sentence,  the Fair Market Value of shares  purchased  during a given
Offering  Period shall be  determined  as of the Offering Date for such Offering
Period. The limitation described in this Section shall be applied in conformance
with applicable regulations under Section 423(b)(8) of the Code.

         9.       PURCHASE PRICE.
                  --------------

                  The  Purchase  Price at  which  each  share  of  Stock  may be
acquired  in an  Offering  Period  upon the  exercise of all or any portion of a
Purchase Right shall be established by the Board;  provided,  however,  that the
Purchase Price shall not be less than eighty-five percent (85%) of the lesser of
(a) the Fair  Market  Value of a share  of  Stock  on the  Offering  Date of the
Offering Period or (b) the Fair Market Value of a share of Stock on the Purchase
Date.  Unless  otherwise  provided by the Board prior to the  commencement of an
Offering  Period,   the  Purchase  Price  for  that  Offering  Period  shall  be
eighty-five  percent (85%) of the lesser of (a) the Fair Market Value of a share
of Stock on the  Offering  Date of the Offering  Period,  or (b) the Fair Market
Value of a share of Stock on the Purchase Date.

         10.      ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL DEDUCTION.
                  --------------------------------------------------------

     Shares of Stock acquired  pursuant to the exercise of all or any portion of
a Purchase  Right may be paid for only by means of payroll  deductions  from the
Participant's Compensation accumulated during the Offering Period for which such
Purchase Right was granted, subject to the following:

                  10.1  Amount  of  Payroll  Deductions.   Except  as  otherwise
provided  herein,  the amount to be deducted under the Plan from a Participant's
Compensation on each payday during an Offering Period shall be determined by the
Participant's Subscription Agreement. The Subscription Agreement shall set forth
the percentage of the  Participant's  Compensation to be deducted on each payday
during an Offering Period in whole percentages of not less than one percent (1%)
(except as a result of an  election  pursuant  to Section  10.3 to stop  payroll
deductions effective following the first payday during an Offering) or more than
ten  percent  (10%).  The Board  may  change  the  foregoing  limits on  payroll
deductions effective as of any future Offering Date.

                  10.2 Commencement of Payroll  Deductions.  Payroll  deductions
shall  commence  on the  first  payday  following  the  Offering  Date and shall
continue to the end of the Offering  Period unless sooner  altered or terminated
as provided herein.

                  10.3 Election to Change or Stop Payroll Deductions.  During an
Offering  Period, a Participant may elect to increase or decrease the rate of or
to stop deductions  from his or her  Compensation by delivering to the Company's
designated office an amended Subscription  Agreement  authorizing such change on
or before the Change Notice Date, as defined  below.  A Participant  who elects,
effective following the first payday of an Offering Period, to decrease the rate
of his or her payroll deductions to zero percent (0%) shall nevertheless  remain
a Participant in the current Offering Period unless such  Participant  withdraws
from the Plan as provided in Section 12.1.  The "Change  Notice Date" shall be a
date prior to the end of the first pay period for which such  election  is to be
effective as  established  by the Company from time to time and announced to the
Participants.  Unless  otherwise  established by the Company,  the Change Notice
Date shall be the seventh (7th) day prior to the end of the first pay period for
which such election is to be effective.

                  10.4  Administrative  Suspension  of Payroll  Deductions.  The
Company may, in its sole discretion,  suspend a Participant's payroll deductions
under the Plan as the Company  deems  advisable  to avoid  accumulating  payroll
deductions  in excess of the amount  that could  reasonably  be  anticipated  to
purchase  the  maximum  number  of  shares  of Stock  permitted  (a)  under  the
Participant's  Purchase  Right or (b) during a calendar year under the limit set
forth in Section 8.3. Payroll  deductions shall be resumed at the rate specified
in such  Participant's then effective  Subscription  Agreement at the beginning,
respectively,  of (a) the next Offering  Period or (b) the next Offering  Period
the Purchase  Date of which falls in the  following  calendar  year,  unless the
Participant  has either  withdrawn  from the Plan as provided in Section 12.1 or
has ceased to be an Eligible Employee.

                  10.5 Participant  Accounts.  Individual  bookkeeping  accounts
shall  be  maintained  for  each  Participant.  All  payroll  deductions  from a
Participant's  Compensation shall be credited to such Participant's Plan account
and shall be  deposited  with the  general  funds of the  Company.  All  payroll
deductions  received  or held by the  Company may be used by the Company for any
corporate purpose.

                  10.6     No Interest Paid.  Interest shall not be paid on sums
deducted from a  Participant's  Compensation  pursuant to the Plan.

                  10.7 Voluntary Withdrawal from Plan Account. A Participant may
withdraw  all or any  portion of the payroll  deductions  credited to his or her
Plan  account  and not  previously  applied  toward  the  purchase  of  Stock by
delivering  to the  Company's  designated  office  a  written  notice  on a form
provided by the Company for such purpose. A Participant who withdraws the entire
remaining  balance  credited to his or her Plan account  shall be deemed to have
withdrawn from the Plan in accordance with Section 12.1. Amounts withdrawn shall
be  returned  to the  Participant  as soon as  practicable  after the  notice of
withdrawal  and may not be applied  to the  purchase  of shares in any  Offering
under  the  Plan.  The  Company  may  from  time to  time  establish  or  change
limitations  on the  frequency  of  withdrawals  permitted  under this  Section,
establish a minimum  dollar  amount  that must be retained in the  Participant's
Plan account, or terminate the withdrawal right provided by this Section.

         11.      PURCHASE OF SHARES.

                  11.1  Exercise of Purchase  Right.  On the Purchase Date of an
Offering Period,  each Participant who has not withdrawn from the Plan and whose
participation in the Plan has not otherwise terminated before such Purchase Date
shall  automatically  acquire  pursuant  to the  exercise  of the  Participant's
Purchase  Right the number of whole shares of Stock  determined  by dividing (a)
the total amount of the  Participant's  payroll  deductions  accumulated  in the
Participant's Plan account during the Offering Period and not previously applied
toward the purchase of Stock by (b) the  Purchase  Price.  However,  in no event
shall the  number of shares  purchased  by the  Participant  during an  Offering
Period exceed the number of shares subject to the Participant's  Purchase Right.
No  shares  of Stock  shall be  purchased  on a  Purchase  Date on  behalf  of a
Participant  whose  participation  in the  Offering  or the Plan has  terminated
before such Purchase Date.

                  11.2 Pro Rata Allocation of Shares. If the number of shares of
Stock which might be  purchased  by all  Participants  in the Plan on a Purchase
Date exceeds the number of shares of Stock  available in the Plan as provided in
Section  4.1,  the Company  shall make a pro rata  allocation  of the  remaining
shares in as uniform a manner as practicable and as the Company determines to be
equitable.  Any fractional  share resulting from such pro rata allocation to any
Participant shall be disregarded.

                  11.3 Delivery of  Certificates.  As soon as practicable  after
each Purchase Date,  the Company shall arrange the delivery to each  Participant
of a certificate  representing  the shares  acquired by the  Participant on such
Purchase  Date;  provided  that the Company may deliver  such shares to a broker
designated  by the  Company  that will hold such  shares for the  benefit of the
Participant.  Shares to be  delivered to a  Participant  under the Plan shall be
registered in the name of the Participant,  or, if requested by the Participant,
in the name of the Participant and his or her spouse, or, if applicable,  in the
names of the heirs of the Participant.

                  11.4 Return of Cash Balance.  Any cash balance  remaining in a
Participant's  Plan account following any Purchase Date shall be refunded to the
Participant as soon as practicable  after such Purchase  Date.  However,  if the
cash balance to be returned to a Participant  pursuant to the preceding sentence
is less than the amount that would have been necessary to purchase an additional
whole  share of Stock on such  Purchase  Date,  the  Company may retain the cash
balance in the  Participant's  Plan account to be applied toward the purchase of
shares in the subsequent Offering Period.

                  11.5 Tax  Withholding.  At the time a  Participant's  Purchase
Right is exercised,  in whole or in part, or at the time a Participant  disposes
of some or all of the shares he or she acquires under the Plan, the  Participant
shall make  adequate  provision  for the federal,  state,  local and foreign tax
withholding obligations,  if any, of the Participating Company Group which arise
upon  exercise  of the  Purchase  Right  or upon  such  disposition  of  shares,
respectively.  The  Participating  Company Group may, but shall not be obligated
to, withhold from the  Participant's  compensation  the amount necessary to meet
such withholding obligations.

                  11.6   Expiration  of  Purchase   Right.   Any  portion  of  a
Participant's Purchase Right remaining unexercised after the end of the Offering
Period to which the Purchase Right relates shall expire immediately upon the end
of the Offering Period.

                  11.7 Reports and Stockholder Information to Participants. Each
Participant  who has  exercised  all or part of his or her Purchase  Right shall
receive,  as soon as  practicable  after  the  Purchase  Date,  a report of such
Participant's   Plan  account   setting  forth  the  total  payroll   deductions
accumulated prior to such exercise, the number of shares purchased, the Purchase
Price  for such  shares,  the date of  purchase  and the cash  balance,  if any,
remaining  immediately after such purchase that is to be refunded or retained in
the Participant's  Plan account pursuant to Section 11.4. The report required by
this  Section  may be  delivered  in such form and by such means,  including  by
electronic  transmission,  as the  Company  may  determine.  In  addition,  each
Participant shall be provided  information  concerning the Company equivalent to
that information generally made available to the Company's common stockholders.

         12.      WITHDRAWAL FROM OFFERING OR PLAN.

                  12.1  Voluntary  Withdrawal  from the Plan. A Participant  may
withdraw from the Plan by signing and  delivering  to the  Company's  designated
office a written notice of withdrawal on a form provided by the Company for this
purpose.  Such  withdrawal  may be  elected  at any time  prior to the end of an
Offering Period;  provided,  however,  that if a Participant  withdraws from the
Plan after a Purchase Date, the withdrawal  shall not affect shares  acquired by
the Participant on such Purchase Date. A Participant  who voluntarily  withdraws
from the Plan is prohibited from resuming  participation in the Plan in the same
Offering from which he or she withdrew,  but may  participate  in any subsequent
Offering by again satisfying the requirements of Sections 5 and 7.1. The Company
may impose,  from time to time, a requirement that the notice of withdrawal from
the Plan be on file with the Company's designated office for a reasonable period
prior to the effectiveness of the Participant's withdrawal.

                  12.2  Return  of  Payroll  Deductions.  Upon  a  Participant's
voluntary  withdrawal from the Plan pursuant to Section 12.1, the  Participant's
accumulated  payroll  deductions which have not been applied toward the purchase
of shares shall be refunded to the Participant as soon as practicable  after the
withdrawal,  without the payment of any interest, and the Participant's interest
in the Plan shall terminate.  Such accumulated payroll deductions to be refunded
in accordance  with this Section may not be applied to any other  Offering under
the Plan.

         13.      TERMINATION OF EMPLOYMENT OR ELIGIBILITY.

                  Upon a Participant's  ceasing, prior to a Purchase Date, to be
an  Employee  of the  Participating  Company  Group  for any  reason,  including
retirement,  disability or death, or upon the failure of a Participant to remain
an  Eligible  Employee,  the  Participant's  participation  in  the  Plan  shall
terminate  immediately.  In such event, the  Participant's  accumulated  payroll
deductions  which have not been applied toward the purchase of shares shall,  as
soon as  practicable,  be  returned  to the  Participant  or, in the case of the
Participant's death, to the person or persons entitled thereto under Section 16,
and all of the  Participant's  rights under the Plan shall  terminate.  Interest
shall not be paid on sums  returned  pursuant to this Section 13. A  Participant
whose  participation  has  been so  terminated  may  again  become  eligible  to
participate in the Plan by satisfying the requirements of Sections 5 and 7.1.

         14.      CHANGE IN CONTROL.

                  14.1     Definitions.

(a)  An "Ownership  Change Event" shall be deemed to have occurred if any of the
     following  occurs with respect to the  Company:  (i) the direct or indirect
     sale or  exchange  in a single  or series of  related  transactions  by the
     stockholders  of the Company of more than fifty percent (50%) of the voting
     stock of the Company;  (ii) a merger or  consolidation in which the Company
     is a party; (iii) the sale,  exchange,  or transfer of all or substantially
     all of the assets of the Company;  or (iv) a liquidation  or dissolution of
     the Company.

(b)  A "Change in Control"  shall mean an Ownership  Change Event or a series of
     related Ownership Change Events (collectively,  the "Transaction")  wherein
     the stockholders of the Company  immediately  before the Transaction do not
     retain  immediately  after  the  Transaction,  in  substantially  the  same
     proportions  as their  ownership  of shares of the  Company's  voting stock
     immediately before the Transaction, direct or indirect beneficial ownership
     of more than fifty percent (50%) of the total combined  voting power of the
     outstanding  voting stock of the Company or the corporation or corporations
     to which the  assets  of the  Company  were  transferred  (the  "Transferee
     Corporation(s)"),  as the  case  may  be.  For  purposes  of the  preceding
     sentence,  indirect beneficial ownership shall include, without limitation,
     an interest  resulting  from  ownership  of the voting stock of one or more
     corporations which, as a result of the Transaction,  own the Company or the
     Transferee  Corporation(s),  as the case may be, either directly or through
     one or more  subsidiary  corporations.  The Board  shall  have the right to
     determine  whether  multiple  sales or exchanges of the voting stock of the
     Company  or  multiple   Ownership  Change  Events  are  related,   and  its
     determination shall be final, binding and conclusive.

                  14.2  Effect of Change in Control on Purchase  Rights.  In the
event  of  a  Change  in  Control,  the  surviving,  continuing,  successor,  or
purchasing  corporation or parent corporation  thereof,  as the case may be (the
"Acquiring Corporation"),  may assume the Company's rights and obligations under
the Plan. If the Acquiring Corporation elects not to assume the Company's rights
and obligations under outstanding Purchase Rights, the Purchase Date of the then
current  Offering  Period shall be  accelerated to a date before the date of the
Change in  Control  specified  by the  Board,  but the number of shares of Stock
subject to outstanding  Purchase Rights shall not be adjusted.  Each Participant
shall be  notified  in writing at least  three (3)  business  days prior to such
accelerated  Purchase  Date  that  the  Participant's  Purchase  Right  shall be
exercised  automatically on the accelerated  Purchase Date, unless prior to such
date the  Participant  has withdrawn  from the Plan as provided in Section 12.1.
All Purchase  Rights which are neither  assumed by the Acquiring  Corporation in
connection with the Change in Control nor exercised as of the date of the Change
in Control shall terminate and cease to be outstanding  effective as of the date
of the Change in Control.

         15.      NONTRANSFERABILITY OF PURCHASE RIGHTS.

                  Neither payroll  deductions  credited to a Participant's  Plan
account nor a Participant' Purchase Right may be assigned, transferred,  pledged
or otherwise disposed of in any manner other than by will or the laws of descent
and  distribution  or as provided in Section 16. Any such attempted  assignment,
transfer,  pledge or other disposition shall be without effect,  except that the
Company may treat such act as an election to withdraw  from the Plan as provided
in Section 12.1. A Purchase  Right shall be  exercisable  during the lifetime of
the Participant only by the Participant.

         16.      DESIGNATION OF BENEFICIARY.
                  --------------------------

                  16.1 Designation  Procedure.  A Participant may file a written
designation of a beneficiary who is to receive (a) shares and cash, if any, from
the Participant's  Plan account if the Participant dies subsequent to a Purchase
Date but prior to  delivery  to the  Participant  of such shares and cash or (b)
cash, if any, from the Participant's  Plan account if the Participant dies prior
to the exercise of the  Participant's  Purchase Right. If a married  Participant
designates a beneficiary other than the Participant's  spouse, the effectiveness
of such designation shall be subject to the consent of the Participant's spouse.
A  Participant  may change  his or her  beneficiary  designation  at any time by
written notice to the Company.

                  16.2 Absence of Beneficiary Designation. If a Participant dies
without an effective  designation  pursuant to Section 16.1 of a beneficiary who
is living at the time of the Participant's  death, the Company shall deliver any
shares or cash credited to the  Participant's  Plan account to the Participant's
legal representative.

         17.      COMPLIANCE WITH SECURITIES LAW.

                  The  issuance  of shares  under the Plan  shall be  subject to
compliance with all applicable  requirements  of federal,  state and foreign law
with respect to such  securities.  A Purchase  Right may not be exercised if the
issuance of shares  upon such  exercise  would  constitute  a  violation  of any
applicable federal, state or foreign securities laws or other law or regulations
or the  requirements of any securities  exchange or market system upon which the
Stock may then be listed. In addition, no Purchase Right may be exercised unless
(a) a registration statement under the Securities Act of 1933, as amended, shall
at the time of exercise of the  Purchase  Right be in effect with respect to the
shares  issuable upon exercise of the Purchase  Right,  or (b) in the opinion of
legal counsel to the Company,  the shares issuable upon exercise of the Purchase
Right may be issued in accordance with the terms of an applicable exemption from
the  registration  requirements  of said Act.  The  inability  of the Company to
obtain from any  regulatory  body having  jurisdiction  the  authority,  if any,
deemed by the Company's legal counsel to be necessary to the lawful issuance and
sale of any shares under the Plan 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.  As a condition  to the  exercise of a
Purchase  Right,  the  Company  may  require  the  Participant  to  satisfy  any
qualifications that may be necessary or appropriate, to evidence compliance with
any  applicable law or regulation,  and to make any  representation  or warranty
with respect thereto as may be requested by the Company.

         18.      RIGHTS AS A STOCKHOLDER AND EMPLOYEE.

                  A Participant  shall have no rights as a stockholder by virtue
of the Participant's participation in the Plan until the date of the issuance of
a  certificate  for  the  shares  purchased  pursuant  to  the  exercise  of the
Participant's Purchase Right (as evidenced by the appropriate entry on the books
of the  Company  or of a duly  authorized  transfer  agent of the  Company).  No
adjustment shall be made for dividends,  distributions or other rights for which
the  record  date is prior to the date such  certificate  is  issued,  except as
provided in Section 4.2.  Nothing  herein shall  confer upon a  Participant  any
right to continue in the employ of the Participating  Company Group or interfere
in any way with any right of the  Participating  Company  Group to terminate the
Participant's employment at any time.

         19.      LEGENDS.
                  -------

                  The Company may at any time place legends or other identifying
symbols  referencing  any applicable  federal,  state or foreign  securities law
restrictions or any provision  convenient in the  administration  of the Plan on
some or all of the certificates  representing  shares issued under the Plan. The
Participant  shall,  at the  request  of the  Company,  promptly  present to the
Company any and all  certificates  representing  shares  acquired  pursuant to a
Purchase  Right in the  possession of the  Participant in order to carry out the
provisions of this Section.  Unless otherwise specified by the Company,  legends
placed  on such  certificates  may  include  but  shall  not be  limited  to the
following:

                  "THE SHARES  EVIDENCED BY THIS  CERTIFICATE WERE ISSUED BY THE
CORPORATION  TO THE  REGISTERED  HOLDER  UPON THE  PURCHASE  OF SHARES  UNDER AN
EMPLOYEE STOCK  PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL  REVENUE
CODE OF 1986, AS AMENDED.  THE TRANSFER  AGENT FOR THE SHARES  EVIDENCED  HEREBY
SHALL NOTIFY THE  CORPORATION  IMMEDIATELY  OF ANY TRANSFER OF THE SHARES BY THE
REGISTERED HOLDER HEREOF.  THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED
UNDER  THE  PLAN IN THE  REGISTERED  HOLDER'S  NAME  (AND NOT IN THE NAME OF ANY
NOMINEE)."

         20.      NOTIFICATION OF DISPOSITION OF SHARES.

                  The Company may  require the  Participant  to give the Company
prompt notice of any  disposition  of shares  acquired by exercise of a Purchase
Right within two years from the date of granting such Purchase Right or one year
from the date of exercise of such Purchase  Right.  The Company may require that
until such time as a Participant  disposes of shares acquired upon exercise of a
Purchase Right, the Participant  shall hold all such shares in the Participant's
name (or, if elected by the Participant,  in the name of the Participant and his
or her  spouse but not in the name of any  nominee)  until the lapse of the time
periods  with  respect  to such  Purchase  Right  referred  to in the  preceding
sentence.  The  Company  may  direct  that the  certificates  evidencing  shares
acquired  by  exercise of a Purchase  Right  refer to such  requirement  to give
prompt notice of disposition.

         21.      NOTICES.
                  -------

                  All notices or other  communications  by a Participant  to the
Company under or in  connection  with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person, designated by the Company for the receipt thereof.

         22.      INDEMNIFICATION.

                 In addition to such other rights of indemnification as they may
have as members  of the Board or  officers  or  employees  of the  Participating
Company  Group,  members  of the  Board and any  officers  or  employees  of the
Participating  Company  Group  to whom  authority  to act for the  Board  or the
Company is delegated  shall be indemnified by the Company against all reasonable
expenses,  including  attorneys'  fees,  actually  and  necessarily  incurred in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they or any of them may be a party by reason
of any action taken or failure to act under or in  connection  with the Plan, or
any right granted hereunder,  and against all amounts paid by them in settlement
thereof  (provided  such  settlement  is approved by  independent  legal counsel
selected by the  Company) or paid by them in  satisfaction  of a judgment in any
such action,  suit or  proceeding,  except in relation to matters as to which it
shall be adjudged in such action,  suit or proceeding that such person is liable
for gross negligence,  bad faith or intentional misconduct in duties;  provided,
however,  that within sixty (60) days after the institution of such action, suit
or  proceeding,  such  person  shall  offer  to the  Company,  in  writing,  the
opportunity at its own expense to handle and defend the same.

         23.      AMENDMENT OR TERMINATION OF THE PLAN.
                  ------------------------------------

                  The Board may at any time amend or terminate the Plan,  except
that (a) such termination  shall not affect Purchase Rights  previously  granted
under the Plan,  except as permitted  under the Plan,  and (b) no amendment  may
adversely affect a Purchase Right  previously  granted under the Plan (except to
the extent  permitted  by the Plan or as may be necessary to qualify the Plan as
an employee stock purchase plan pursuant to Section 423 of the Code or to obtain
qualification or registration of the shares of Stock under  applicable  federal,
state or foreign securities laws). In addition, an amendment to the Plan must be
approved by the  stockholders  of the Company  within  twelve (12) months of the
adoption of such  amendment if such amendment  would  authorize the sale of more
shares  than are  authorized  for  issuance  under the Plan or would  change the
definition  of  the  corporations  that  may  be  designated  by  the  Board  as
Participating Companies.

                  IN WITNESS WHEREOF,  the undersigned  Secretary of the Company
certifies  that the foregoing  sets forth the CIDCO  Incorporated  1999 Employee
Stock  Purchase Plan as duly adopted by the Board of Directors of the Company on
April 8, 1999.

                                ------------------------------------
                                    Secretary