<PAGE>

                                                                  EXHIBIT 10.8

                                   FVC.COM, INC.

                     EXECUTIVE OFFICERS' CHANGE OF CONTROL PLAN

              ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 17, 1999

1.  INTRODUCTION; PURPOSES.

     (a)  The purpose of this Plan is to provide certain executive officers of
the Company with protection of certain benefits in case of a termination of his
or her employment with the Company in connection with a Change of Control of the
Company.

     (b)  The Company, by means of the Plan, seeks (i) to retain the services of
certain current executive officers of the Company, (ii) to secure and retain the
services of new Section 16 Officers and (iii) to provide incentives for such
officers to exert maximum efforts for the success of the Company even in the
face of a potential Change of Control of the Company.

2.  COVERAGE OF THE PLAN.

     (a)  Ralph Ungermann, Allwyn Sequeira and Alan McMillan, each of whom is a
Section 16 Officer, shall be covered by this Plan as of the Effective Date.

     (b)  Each person who, after the Effective Date, is appointed a Section 16
Officer of the Company, if and as of the date the officer is confirmed as a
Section 16 Officer by action of the Board shall be covered by this Plan.

     (c)  Notwithstanding Section 2(b), the benefits of this Plan do not extend
to persons who are Section 16 Officers of the Company on the Effective Date
unless such person is listed in Section 2(a).

3.  DEFINITIONS.

     (a)  "ACCOUNTANTS" has the meaning given thereto in Section 6(b).

     (b)  "ADEA" has the meaning given thereto in Section 7(c).

     (c)  "BOARD" means the Board of Directors of the Company.

     (d)  "CAUSE" means Executive's:  (i) gross negligence or willful misconduct
in connection with the performance of Executive's duties to the Company that in
the written determination of a majority of the Board has not been cured within
thirty (30) days following receipt by Executive of written notice from the Board
identifying such acts of gross negligence or willful misconduct; (ii) commission
of a felony (other than a traffic-related offense) that in the written
determination of a majority of the Board has caused material injury to the
Company's business; (iii) dishonesty with respect to a significant matter
relating to the Company's business and intended to result in personal enrichment
of Executive or his or her family at the expense of 

                                       1.
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the Company; or (iv) material breach of any agreement by and between 
Executive and the Company, which material breach has not been cured within 
thirty (30) days following receipt by Executive of written notice from the 
Board identifying such material breach.

     (e)  "CHANGE OF CONTROL" means: (i) a dissolution or liquidation of the
Company; (ii) a sale of all or substantially all the assets of the Company;
(iii) a merger or consolidation in which the Company is not the surviving
corporation and in which beneficial ownership of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors has changed; (iv) a reverse merger in which
the Company is the surviving corporation but the shares of the common stock of
the Company outstanding immediately before the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or
otherwise, and in which beneficial ownership of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors has changed; (v) an acquisition by any
person, entity or group within the meaning of Section 13(d) or 14(d) of the
Exchange Act, or any comparable successor provisions (excluding any employee
benefit plan, or related trust, sponsored or maintained by the Company or
subsidiary of the Company or other entity controlled by the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors; or, (vi) in the event that the individuals
who are members of the Incumbent Board cease for any reason to constitute at
least fifty percent (50%) of the Board.

     (f)  "CODE" means the Internal Revenue Code of 1986, as amended.

     (g)  "COMMITTEE" means a committee appointed by the Board in accordance
with Section 4(c).

     (h)  "COMPANY" means FVC.COM, Inc., a Delaware corporation.

     (i)  "COMPANY-PAID COVERAGE" has the meaning given thereto in Section 5.

     (j)  "DISABILITY" means Executive's death, or physical or mental disability
that prevents Executive from satisfactorily performing the normal duties and
responsibilities of Executive's office in the good faith determination of the
Board for a period of more than one hundred twenty (120) consecutive days.

     (k)  "EFFECTIVE DATE" means February 17, 1999.

     (l)  "EMPLOYEE AGREEMENT AND RELEASE" has the meaning given thereto in
Section 7(c).

     (m)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (n)  "EXCISE TAX" has the meaning given thereto in Section 6.

     (o)  "EXECUTIVE" means a person covered by this Plan pursuant to Section
2(a) or 

                                       2.
<PAGE>

Section 2(b).

     (p)  "GOOD REASON" means: (i) any material reduction of Executive's duties,
authority or responsibilities relative to Executive's duties, authority, or
responsibilities as in effect immediately before such reduction, except if
agreed to in writing by Executive; (ii) a reduction by the Company in the base
salary or Target Bonus opportunity of Executive as in effect immediately before
such reduction; (iii) the relocation of Executive to a facility or a location
more than thirty-five (35) miles from Executive's then present location, without
Executive's written consent; or (iv) any failure of the Company to obtain the
assumption of this Plan by any successor or assign of the Company.


     (q)  "INCUMBENT BOARD" means the individuals who, as of the Effective 
Date, are members of the Board.  If the election, or nomination for election by
the Company's stockholders, of any new director is approved by a vote of at 
least fifty percent (50%) of the Incumbent Board, such new director shall be
considered as a member of the Incumbent Board.

     (r)  "PLAN" means this Executive Officers' Change of Control Plan.

     (s)  "PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT" has the meaning
given thereto in Section 7(b).

     (t)  "SECTION 16 OFFICER" means an "officer" of the Company, as defined in
Rule 16a-1(f) promulgated under the Exchange Act, provided such officer is
designated as such by action of the Board.

     (u)  "TARGET BONUS" means Executive's target bonus for the then current
fiscal year, as set by the compensation committee of the Board.

4.  ADMINISTRATION

     (a)  The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section 4(c).

     (b)  The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

          (i)   To construe and interpret the Plan and the rights covered under
it, and to establish, amend and revoke rules and regulations for its
administration.  The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective.

          (ii)  To amend or terminate the Plan as provided in Section 11.

          (iii) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company that are not in conflict with the provisions of the Plan.

                                       3.
<PAGE>

     (c)  The Board may delegate administration of the Plan to a committee of
the Board composed of not fewer than two (2) members, all of the members of
which committee shall be, members of the Board.  If administration is delegated
to a committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board, including the power
to delegate to a subcommittee of two (2) or more members of the Board any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or such a
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board.  The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

5.  SEVERANCE BENEFITS IN THE EVENT OF A CHANGE OF CONTROL.  If within eighteen
(18) months following the date of a Change of Control of the Company Executive's
employment with the Company terminates involuntarily other than for Cause, death
or Disability, or if within such eighteen (18) month period, Executive
terminates his or her employment with the Company voluntarily with Good Reason,
then, subject to Section 6 and Section 7: (i) Executive shall be entitled to
receive base salary continuation payments at Executive's base salary rate in
effect on the date of termination, paid on a monthly basis, for twelve (12)
months after the date of termination, in addition to any accrued but unpaid base
salary, bonus payments, and/or accrued and unused vacation; (ii) each of
Executive's outstanding stock options, restricted stock awards and restricted
stock purchases, and any options, awards or purchases held in the name of an
estate planning vehicle for the benefit of Executive or his or her immediate
family, shall have their vesting and exercisability schedules accelerated by
eighteen (18) months as of the date of termination; (iii) Executive shall be
entitled to receive bonus continuation payments totaling the Target Bonus in
effect on the date of termination, paid on a monthly basis, for twelve (12)
months after the date of termination; and (iv) if at the time of termination
Executive is covered by the Company's group health plan, the Company shall
provide to Executive, subject to Executive and his or her eligible spouse and/or
dependents electing continuation coverage under COBRA, one hundred percent
(100%) Company-paid group health coverage at the same level of coverage as was
provided to Executive immediately prior to the date of termination (the
"COMPANY-PAID COVERAGE").  If such coverage included Executive's spouse and/or
dependents immediately prior to the date of termination, such spouse and/or
dependents shall also be covered at Company expense. Company-Paid Coverage shall
continue until the earlier of (x) twelve (12) months from the date of
termination, or (y) the date that Executive and his or her spouse and/or
dependents become covered under another employer's group health plan that
provides Executive and his or her spouse and/or dependents with comparable
benefits and levels of coverage.  In no event shall Executive be obligated to
seek other employment or take any other action to mitigate the amounts payable
to Executive hereunder.

6.  PARACHUTE PAYMENTS; EXCISE TAX.  In the event that the severance,
acceleration of stock options and other benefits payable to Executive as a
result of a Change of Control of the Company (i) constitute "parachute payments"
within the meaning of Section 280G (as it may be amended or replaced) of the
Code and (ii) but for this Section 6, would be subject to the excise tax imposed
by Section 4999 (as it may be amended or replaced) of the Code (the "EXCISE
TAX"), then Executive's benefits payable in connection therewith shall be either

     (a)  delivered in full, or

                                       4.
<PAGE>

     (b)  delivered as to such lesser extent that would result in no portion of
such benefits being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income
taxes and the Excise Tax, results in the receipt by Executive on an after-tax
basis, of the greatest amount of benefits, notwithstanding that all or some
portion of such benefits may be taxable under the Excise Tax.  Unless the
Company and Executive otherwise agree in writing, any determination required
under this Section 6 shall be made in writing in good faith by the outside
accounting firm responsible for auditing the Company's financial records (the
"ACCOUNTANTS").  In the event of a reduction in benefits hereunder, Executive
shall be given the choice of which benefits to reduce.  For purposes of making
the calculations required by this Section 6, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of the Code.
The Company and Executive shall furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make a
determination under this Section 6.  The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section hereunder.

7.  LIMITATIONS AND CONDITIONS ON BENEFITS.  The benefits and payments provided
under this Plan shall be subject to the following terms and limitations:

     (a)  WITHHOLDING TAXES.  The Company shall withhold appropriate federal,
state and local income and employment taxes from any payments hereunder.

     (b) PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT PRIOR TO RECEIPT OF
BENEFITS.  Executive shall have executed and delivered to the Company a standard
form of the Company's proprietary information and inventions agreement, a copy
of the current form of which is attached hereto as Exhibit A (the "PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT"), prior to the receipt or provision of any
benefits (including the acceleration benefits) under this Plan.  Additionally,
Executive agrees that all documents, records, apparatus, equipment and other
physical property that is furnished to or obtained by Executive in the course of
his or her employment with the Company shall be and shall remain the sole
property of the Company.  Executive agrees not to make or retain copies,
reproductions or summaries of any such property, except as otherwise necessary
while acting in the normal course of business.  In the event of any breach by
Executive of the Proprietary Information and Inventions Agreement, all benefits
payable under Section 5 of this Plan shall immediately terminate.

     (c) EMPLOYEE AGREEMENT AND RELEASE PRIOR TO RECEIPT OF BENEFITS.  If,
pursuant to Section 5, Executive's employment with the Company terminates
involuntarily other than for Cause, death or Disability, or Executive terminates
his or her employment with the Company voluntarily with Good Reason, then prior
to, and as a condition of the receipt of any benefits (including the
acceleration benefits) under this Plan on account of such termination, Executive
shall, as of the date of such termination, execute an employee agreement and
release in the form attached hereto as Exhibit B (the "EMPLOYEE AGREEMENT AND
RELEASE").  Such Employee Agreement and Release shall specifically relate to all
of Executive's rights and claims in existence at the time of such execution and
shall confirm Executive's obligations under the Company's standard form of
Proprietary Information and Inventions Agreement.  If and only if Executive is
covered by the federal Age Discrimination in Employment Act of 1967, as amended

                                       5.
<PAGE>

("ADEA") (currently all those 40 years of age or over on the date of
termination), Executive has twenty-one (21) days to consider whether to execute
such Employee Agreement and Release and Executive may revoke such Employee
Agreement and Release within seven (7) days after execution of such Employee
Agreement and Release.  In the event Executive is covered by ADEA and does not
execute such Employee Agreement and Release within the twenty-one (21) days
specified above, or if Executive revokes such Employee Agreement and Release
within the seven (7) day period specified above, no benefits (including the
acceleration benefits) shall be payable or made available to Executive on
account of a termination under Section 5 of this Plan.

8.  TERMINATION.  Prior to a Change of Control of the Company, the right to
receive benefits under this Plan shall automatically terminate on the date
Executive ceases to be a Section 16 Officer, for any reason or no reason, as
evidenced by the written resignation of Executive, by action of the Board
removing Executive as a Section 16 Officer or otherwise.

9.  NOTICES.  Any notices provided for in this 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 Executive, five (5) days after deposit in the United
States mail, postage prepaid, addressed to Executive at the address specified in
the corporate records of the Company or at such other address as Executive
hereafter designates by written notice to the Company.

10.  AMENDMENT OR TERMINATION OF THE PLAN.

     (a)  The Board at any time, and from time to time, may amend or terminate
the Plan; PROVIDED, HOWEVER, that any such termination must occur prior to the
occurrence of a Change of Control of the Company.

     (b)  Rights and obligations under this Plan of persons covered by this Plan
before any amendment of the Plan made at or after the time of the occurrence of
a Change of Control of the Company shall not be impaired by any amendment of the
Plan unless (i) the Company requests the consent of the person covered by the
Plan and (ii) such person consents in writing.


11.  GOVERNING LAW.  This Plan shall be governed by, and construed in accordance
with, the laws of the State of California, regardless of the law that might be
applied under applicable principles of conflicts of law.

                                       6.
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                                                                       Exhibit A
                                                          to Executive Officers'
                                                          Change of Control Plan

                                   FVC.COM, INC.

              FORM OF PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

     In consideration of my employment or continued employment by FVC.COM, Inc.
(the "Company"), and the compensation now and hereafter paid to me, I hereby
agree as follows:

     1.   RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE.  At all times 
during the term of my employment and thereafter, I will hold in strictest 
confidence and will not disclose, use, lecture upon or publish any of the 
Company's Proprietary Information (defined below), except as such disclosure, 
use or publication may be required in connection with my work for the Company 
and an officer of the Company expressly authorizes such in writing.  I hereby 
assign to the Company any rights I may have or acquire in such Proprietary 
Information and recognize that all Proprietary Information shall be the sole 
property of the Company and its assigns and the Company and its assigns shall 
be the sole owner of all trade secret rights, patent rights, copyrights, mask 
work rights, trade secret rights and all other rights throughout the world 
(collectively, "Proprietary Rights") in connection therewith.

     The term "Proprietary Information" shall mean trade secrets, 
confidential knowledge, data or any other proprietary information of the 
Company.  By way of illustration but not limitation, "Proprietary 
Information" includes (a) trade secrets, inventions, mask works, ideas, 
processes, formulas, source and object codes, data, programs, other works of 
authorship, cell lines, know-how, improvements, discoveries, developments, 
designs and techniques (hereinafter collectively referred to as 
"Inventions"); and (b) information regarding plans for research, development, 
new products, marketing and selling, business plans, budgets and unpublished 
financial statements, licenses, prices and costs, suppliers and customers; 
and information regarding the skills and compensation of other employees of 
the Company.

     2.   THIRD PARTY INFORMATION.  I understand, in addition, that the 
Company has received and in the future will receive from third parties 
confidential or proprietary information ("Third Party Information") subject 
to a duty on the Company's part to maintain the confidentiality of such 
information and to use it only for certain limited purposes.  During the term 
of my employment and thereafter, I will hold Third Party Information in the 
strictest confidence and will not disclose (to anyone other than Company 
personnel who need to know such information in connection with their work for 
the Company) or use, except in connection with my work for the Company, Third 
Party Information unless expressly authorized by an officer of the Company in 
writing.

     3.   ASSIGNMENT OF INVENTIONS.

          3.1   ASSIGNMENT.  I hereby assign to the Company all my right, 
title and interest in and to any and all Inventions (and all Proprietary 
Rights with respect thereto) whether or not patentable or registrable under 
copyright or similar statutes, made or conceived or reduced 


                                     

<PAGE>

to practice or learned by me, either alone or jointly with others, during the 
period of my employment with the Company.  Inventions assigned to or as 
directed by the Company by this paragraph 3 are hereinafter referred to as 
"Company Inventions."  I recognize that this Agreement does not require 
assignment of any invention that qualifies fully for protection under Section 
2870 of the California Labor Code (hereinafter "Section 2870"), which 
provides as follows:

          (1)   Any provision in an employment agreement that provides that 
an employee shall assign, or offer to assign, any of his or her rights in an 
invention to his or her employer shall not apply to an invention that the 
employee developed entirely on his or her own time without using the 
employer's equipment, supplies, facilities, or trade secret information 
except for those inventions that either:

                (A) Relate at the time of conception or reduction to practice 
of the invention to the employer's business, or actual or demonstrably 
anticipated research or development of the employer.

                (B) Result from any work performed by the employee for the 
employer.

          (2)   To the extent a provision in an employment agreement purports 
to require an employee to assign an invention otherwise excluded from being 
required to be assigned under subdivision (i), the provision is against the 
public policy of this state and is unenforceable.

          3.2   GOVERNMENT.  I also assign to or as directed by the Company 
all my right, title and interest in and to any and all Inventions, full title 
to which is required to be in the United States by a contract between the 
Company and the United States or any of its agencies.

          3.3   WORKS FOR HIRE.  I acknowledge that all original works of 
authorship that are made by me (solely or jointly with others) within the 
scope of my employment and that are protectable by copyright are "works made 
for hire," as that term is defined in the United States Copyright Act (17 
U.S.C., Section 101).

     4.   ENFORCEMENT OF PROPRIETARY RIGHTS.  I will assist the Company in 
every proper way to obtain and from time to time enforce United States and 
foreign Proprietary Rights relating to Company Inventions in any and all 
countries.  To that end I will execute, verify and deliver such documents and 
perform such other acts (including appearances as a witness) as the Company 
may reasonably request for use in applying for, obtaining, perfecting, 
evidencing, sustaining and enforcing such Proprietary Rights and the 
assignment thereof.  In addition, I will execute, verify and deliver 
assignments of such Proprietary Rights to the Company or its designee.  My 
obligation to assist the Company with respect to Proprietary Rights relating 
to such Company Inventions in any and all countries shall continue beyond the 
termination of my employment, but the Company shall compensate me at a 
reasonable rate after my termination for the time actually spent by me at the 
Company's request on such assistance.

     In the event the Company is unable for any reason, after reasonable 
effort, to secure my signature on any document needed in connection with the 
actions specified in the preceding paragraph, I hereby irrevocably designate 
and appoint the Company and its duly authorized 


                                        2.

<PAGE>

officers and agents as my agent and attorney in fact, which appointment is 
coupled with an interest, to act for and in my behalf to execute, verify and 
file any such documents and to do all other lawfully permitted acts to 
further the purposes of the preceding paragraph thereon with the same legal 
force and effect as if executed by me.  I hereby waive and quitclaim to the 
Company any and all claims, of any nature whatsoever, that I now or may 
hereafter have for infringement of any Proprietary Rights assigned hereunder 
to the Company.

     5.   OBLIGATION TO KEEP COMPANY INFORMED.  During the period of my 
employment and for six (6) months after termination of my employment with the 
Company, I will promptly disclose to the Company fully and in writing and 
will hold in trust for the sole right and benefit of the Company any and all 
Inventions authored, conceived or reduced to practice by me, either alone or 
jointly with others.  In addition, after termination of my employment, I will 
promptly disclose to the Company all patent applications filed by me or on my 
behalf within a year after termination of employment.  At the time of each 
such disclosure, I will advise the Company in writing of any Inventions that 
I believe fully qualify for protection under Section 2870; and I will at that 
time provide to the Company in writing all evidence necessary to substantiate 
that belief.  I understand that the Company will keep in confidence and will 
not disclose to third parties without my consent any proprietary information 
disclosed in writing to the Company pursuant to this Agreement relating to 
Inventions that qualify fully for protection under the provisions of Section 
2870. I will preserve the confidentiality of any Invention that does not 
fully qualify for protection under Section 2870.  I agree to keep and 
maintain adequate and current records (in the form of notes, sketches, 
drawings and in any other form that may be required by the Company) of all 
Proprietary Information developed by me and all Inventions made by me during 
the period of my employment at the Company, which records shall be available 
to and remain the sole property of the Company at all times.

     6.   PRIOR INVENTIONS.  Inventions, if any, patented or unpatented, that 
I made prior to the commencement of my employment with the Company are 
excluded from the scope of this Agreement. To preclude any possible 
uncertainty, I have set forth on Exhibit A attached hereto a complete 
disclosure of all Inventions that I have, alone or jointly with others, 
conceived, developed or reduced to practice or caused to be conceived, 
developed or reduced to practice prior to the commencement of my employment 
with the Company, that I consider to be my property or the property of third 
parties and that I wish to have excluded from the scope of this Agreement.  
If disclosure of any such Invention on Exhibit A would cause me to violate 
any prior confidentiality agreement, I understand that I am not to disclose 
such Inventions on Exhibit A.  Instead, I am to disclose in the applicable 
space on Exhibit A, only a cursory name for each such Invention, a listing of 
the party(s) to whom it belongs and the fact that full disclosure as to such 
Invention has not been made for that reason.

     7.   ADDITIONAL ACTIVITIES.  I agree that during the period of my
employment by the Company I will not, without the Company's express written
consent, engage in any employment or business activity other than for the
Company.  As further assurance that I will not improperly use or disclose any
Proprietary Information of the Company, I agree that, for the period of my
employment by the Company and for one (l) year after the date of termination of
my employment by the Company, I will not (i) solicit or induce any employee of
the Company to leave the employ of the Company or (ii) solicit the business of
any customer of the Company (other than, prior to termination of my employment,
on behalf of the Company and, after 


                                        3.

<PAGE>

termination of my employment, with respect to products or services of a type 
not supplied by the Company).

          If any restriction set forth in this Section is found by any court 
of competent jurisdiction to be unenforceable because it extends for too long 
a period of time or over too great a range of activities or in too broad a 
geographic area, it shall be interpreted to extend only over the maximum 
period of time, range of activities or geographic area as to which it may be 
enforceable.

     8.   NO IMPROPER USE OF MATERIALS.  During my employment by the Company 
I will not improperly use or disclose any confidential information or trade 
secrets, if any, of any former employer or any other person to whom I have an 
obligation of confidentiality, and I will not bring onto the premises of the 
Company any unpublished documents or any property belonging to any former 
employer or any other person to whom I have an obligation of confidentiality 
unless previously and specifically consented to in writing by that former 
employer or person.  I will use in the performance of my duties only 
information which is generally known and used by persons with training and 
experience comparable to my own, which is common knowledge in the industry or 
otherwise legally in the public domain, or which is otherwise provided or 
developed by the Company or by me while employed by the Company.

     9.   NO CONFLICTING OBLIGATION.  I represent that my performance of all 
the terms of this Agreement and as an employee of the Company does not and 
will not breach any agreement or obligation of mine relating to any time 
prior to my employment by the Company.  I have not entered into, and I agree 
I will not enter into, any agreement either written or oral in conflict 
herewith.

     10.  RETURN OF COMPANY DOCUMENTS.  When I leave the employ of the 
Company, I will deliver to the Company any and all drawings, notes, 
memoranda, specifications, devices, formulas, molecules, cells and documents, 
together with all copies thereof, and any other material containing or 
disclosing any Company Inventions, Third Party Information or Proprietary 
Information of the Company, whether kept at the Company, home or elsewhere.  
I further agree that any property situated on the Company's premises and 
owned by the Company, including disks and other storage media, filing 
cabinets or other work areas, is subject to inspection by Company personnel 
at any time with or without notice. Prior to leaving, I will cooperate with 
the Company in completing and signing the Company's termination statement for 
technical and management personnel confirming the above and my obligations 
under this Agreement.

     11.  LAW AND REMEDIES.  I understand that the unauthorized taking of the 
Company's trade secrets (i) could result in civil liability under California 
Civil Code Section 3426, and that, if willful, could result in an award for 
triple the amount of the Company's damages and attorneys' fees; and (ii) is a 
crime under California Penal Code Section 499(c), punishable by imprisonment 
for a time not exceeding one year, or by a fine not exceeding five thousand 
dollars ($5,000), or by both.  Because my services are personal and unique 
and because I may have access to and become acquainted with the Proprietary 
Information of the Company, the Company shall have the right to enforce this 
Agreement and any of its provisions by injunction, 

                                       4.

<PAGE>

specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.

     12.  NOTICES.  Any notices required or permitted hereunder shall be 
given to the appropriate party at the address specified below or at such 
other address as the party shall specify in writing.  Such notice shall be 
deemed given upon personal delivery to the appropriate address or if sent by 
certified or registered mail, three days after the date of mailing.

     13.  GENERAL PROVISIONS.

          13.1  GOVERNING LAW.  This Agreement will be governed by and 
construed according to the laws of the State of California without respect to 
its choice of law provisions.

          13.2  ENTIRE AGREEMENT.  This Agreement is the final, complete and 
exclusive agreement of the parties with respect to the subject matter hereof 
and supersedes and merges all prior discussions between us.  No modification 
of or amendment to this Agreement, nor any waiver of any rights under this 
Agreement, will be effective unless in writing and signed by the party to be 
charged therewith.  Any subsequent change or changes in my duties, salary or 
compensation will not affect the validity or scope of this Agreement.  As 
used in this Agreement, the period of my employment includes any time during 
which I may be retained by the Company as a consultant.

          13.3  SEVERABILITY.  If one or more of the provisions in this 
Agreement are deemed unenforceable by law, then such provision will be deemed 
stricken from this Agreement and the remaining provisions will continue in 
full force and effect.

          13.4  SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon 
my heirs, executors, administrators and other legal representatives and will 
be for the benefit of the Company, its successors, and its assigns.

          13.5  SURVIVAL.  The provisions of this Agreement shall survive the 
termination of my employment and the assignment of this Agreement by the 
Company to any successor in interest or other assignee.

          13.6  EMPLOYMENT.  I agree and understand that nothing in this 
Agreement shall confer any right with respect to continuation of my 
employment by the Company, nor shall it interfere in any way with my right or 
the Company's right to terminate my employment at any time, with or without 
cause.

          13.7  WAIVER.  No waiver by the Company of any breach of this 
Agreement shall be a waiver of any preceding or succeeding breach.  No waiver 
by the Company of any right under this Agreement shall be construed as a 
waiver of any other right.  The Company shall not be required to give notice 
to enforce strict adherence to all terms of this Agreement.

     This Agreement shall be effective as of the first day of my employment 
with the Company, namely _____________.


                                         5.

<PAGE>

     I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE 
DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S 
CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.

     I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE 
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.



                                         _____________________________________
                                         EXECUTIVE

                                         Address:


                                         ___________________

                                         ___________________



ACCEPTED AND AGREED TO:

FVC.COM, INC.



By:  ___________________________________
     Name:
     Title:

Address:    FVC.COM, Inc.
            3393 Octavius Drive, Suite 102
            Santa Clara, CA 95054



                                        6.


<PAGE>

                                                                     Exhibit A
                                                    to Proprietary Information
                                                      and Inventions Agreement






None.


                 

<PAGE>

                                                                     Exhibit B
                                                        to Executive Officers'
                                                        Change of Control Plan


                                   FVC.COM, INC.

                           EMPLOYEE AGREEMENT AND RELEASE

     I hereby confirm my obligations under the Company's standard form of 
proprietary information agreement.

     I acknowledge that I have read and understand Section 1542 of the 
California Civil Code that reads as follows: "A GENERAL RELEASE DOES NOT 
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS 
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE 
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive 
and relinquish all rights and benefits under that section and any law of any 
jurisdiction of similar effect with respect to my release of any claims I may 
have against the Company.

     Except as otherwise set forth in the Company's Executive Officers' 
Change of Control Plan and this Agreement, I hereby release, acquit and 
forever discharge the Company, its parents and subsidiaries, and their 
officers, directors, agents, servants, employees, shareholders, successors, 
assigns and affiliates, of and from any and all claims, liabilities, demands, 
causes of action, costs, expenses, attorneys fees, damages, indemnities and 
obligations of every kind and nature, in law, equity, or otherwise, known and 
unknown, suspected and unsuspected, disclosed and undisclosed (other than any 
claim for indemnification I may have as a result of any third party action 
against me based on my employment with the Company), arising out of or in any 
way related to agreements, events, acts or conduct at any time prior to and 
including the Effective Date of this Agreement, including but not limited to: 
all such claims and demands directly or indirectly arising out of or in any 
way connected with my employment with the Company or the termination of that 
employment, including but not limited to, claims of intentional and negligent 
infliction of emotional distress, any and all tort claims for personal 
injury, claims or demands related to salary, bonuses, commissions, stock, 
stock options, or any other ownership interests in the Company, vacation pay, 
fringe benefits, expense reimbursements, severance pay, or any other form of 
compensation; claims pursuant to any federal, state or local law or cause of 
action including, but not limited to, the federal Civil Rights Act of 1964, 
as amended; the federal Age Discrimination in Employment Act of 1967, as 
amended ("ADEA"); the federal Americans with Disabilities Act of 1990; the 
California Fair Employment and Housing Act, as amended; tort law; contract 
law; wrongful discharge; discrimination; fraud; defamation; emotional 
distress; and breach of the implied covenant of good faith and fair dealing; 
provided, however, that nothing in this paragraph shall be construed in any 
way to release the Company from its obligation to indemnify you pursuant to 
any applicable indemnification agreement and to provide you with continued 
coverage under the Company's directors and officers liability insurance 
policy to the same extent that it has provided such coverage to previously 
departed officers and directors of the Company.


<PAGE>


     I acknowledge that I am knowingly and voluntarily waiving and releasing 
any rights I may have under ADEA.  I also acknowledge that the consideration 
given for the waiver and release in the preceding paragraph hereof is in 
addition to anything of value to which I was already entitled.  If and only 
if I am covered by ADEA, I further acknowledge that I have been advised by 
this writing, as required by the ADEA, that: (A) my waiver and release do not 
apply to any rights or claims that may arise after the Effective Date of this 
Agreement; (B) I have the right to consult with an attorney prior to 
executing this Agreement; (c) I have twenty-one (21) days to consider this 
Agreement (although I may choose to voluntarily execute this Agreement 
earlier); (D) I have seven (7) days following the execution of this Agreement 
to revoke the Agreement; and (E) this Agreement shall not be effective until 
the date upon which the revocation period has expired, which shall be the 
eighth day after this Agreement is executed by me (the "Effective Date").  If 
I am not covered by ADEA, I acknowledge that this Agreement shall be 
effective as of the date upon which this Agreement has been executed by me 
(the "Effective Date").



                                  By: ________________________________________
                                                 EXECUTIVE



                                  Date: ______________________________________


                                    2.


<PAGE>


                                    FVC.COM, INC.

                     EXECUTIVE OFFICERS' CHANGE OF CONTROL PLAN


_____________________, Executive:


     FVC.COM, Inc. (the "Company") acknowledges that you are covered by its
Executive Officers' Change of Control Plan (the "Plan").

Dated the _____ day of ____________, 19__.


                                   Very truly yours,

                                   FVC.COM, INC.



                                   By_________________________________


ATTACHMENTS:

     FVC.COM, Inc. Executive Officers' Change of Control Plan
     Proprietary Information and Inventions Agreement
     Employee Agreement and Release


     The undersigned acknowledges that he or she is covered by the Plan and 
has received a copy of the attachments referenced above.  Furthermore, the 
undersigned agrees to be bound by the obligations of an Executive described 
in the Plan, including, without limitation, the obligations described in 
Sections 6 and 7 of the Plan.

                                   _____________________________
                                   EXECUTIVE

                                   Address

                                   __________________
                                   __________________