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                                                                      EXHIBIT 99



                             NETPLANE SYSTEMS, INC.

                                STOCK OPTION PLAN

                           (AMENDED OCTOBER 24, 2001)

                                    ARTICLE I

                               PURPOSE OF THE PLAN

        The purpose of this Plan is to encourage and enable employees,
consultants, directors and others who are in a position to make significant
contributions to the success of the Corporation and of its affiliated
corporations upon whose judgment, initiative and efforts the Corporation depends
for the successful conduct of its business, to acquire a closer identification
of their interests with those of the Corporation by providing them with
opportunities to purchase stock in the Corporation pursuant to options granted
hereunder, thereby stimulating their efforts on behalf of the Corporation and
strengthening their desire to remain involved with the Corporation. Following
the acquisition of the Corporation by Conexant, the purpose of the Plan is to
align the interests of the holders of options under the Plan with those of
Conexant's shareholders and to encourage holders of options to continue in their
current employment.


                                   ARTICLE II

                                   DEFINITIONS

        2.1     "Affiliated Corporation" means any stock corporation of which a
                majority of the voting common or capital stock is owned directly
                or indirectly by the Corporation.

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        2.2     "Award" means an option granted under Article V herein below.

        2.3     "Board" means the Board of Directors of the Corporation.

        2.4     "Closing Date" shall have the meaning set forth in the Agreement
                and Plan of Merger dated as of July 19, 2000 by and among
                Conexant, H & J Acquisition Sub, Inc. and the Corporation.

        2.5     "Code" means the Internal Revenue Code of 1986, as amended from
                time to time.

        2.6     "Committee" means Conexant's Compensation and Management
                Development Committee.

        2.7     "Conexant" means Conexant Systems, Inc., a Delaware corporation,
                of which the Corporation is a subsidiary.

        2.8     "Corporation" means NetPlane Systems, Inc., a Massachusetts
                corporation, or its successor.

        2.9     "Employee" means any person who is a regular full-time or
                part-time employee of the Corporation or an Affiliated
                Corporation on or after November 7, 1996.

        2.10    "Option" means an Incentive Stock Option or Non-Qualified Option
                granted by the Board under Article V of this Plan in the form of
                a right to purchase Stock evidenced by an instrument containing
                such provisions as the Board may establish.

        2.11    "Optionee" means an individual who has been granted an Option.

        2.12    "Plan" means this 1996 Stock Option Plan.

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        2.13    "Incentive Stock Option" ("ISO") means an Option which qualifies
                as an incentive stock Option as defined in Section 422 of the
                Code, as amended.

        2.14    "Non-Qualified Option" means any Option not intended to qualify
                as an Incentive Stock Option.

        2.15    "Stock" means the common stock, $1.00 par value, of Conexant,
                including any adjustments in the event of changes in capital
                structure of the type described in Article X herein.


                                   ARTICLE III

                           ADMINISTRATION OF THE PLAN

        3.1 Administration by Committee. This Plan shall be administered by the
Committee. The day-to-day administration of the Plan may be delegated to such
officers and employees of Conexant as the Committee may determine. Except as
otherwise specifically provided herein, all references to the Board shall on and
after the Closing Date refer to the Committee. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Options granted under it.

        3.2 Powers. The Board of Directors and/or the Committee shall have full
and final authority to operate, manage and administer the Plan on behalf of the
Corporation. This authority includes, but is not limited to:

        (a) The power to grant Awards conditionally or unconditionally;

        (b) The power to prescribe the form or forms of the instruments
    evidencing Awards granted under this Plan;

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        (c) The power to interpret and amend the Plan in any and all respects
    except as provided in Article IX herein below;

        (d) The power to provide regulations for the operation of the incentive
    features of the Plan, and otherwise to prescribe and rescind regulations for
    interpretation, management and administration of the Plan;

        (e) The power to delegate responsibility for Plan operation, management
    and administration on such terms, consistent with the Plan, as the Board may
    establish;

        (f) The power to delegate to other persons the responsibility of
    performing ministerial acts in furtherance of the Plan's purpose; and

        (g) The power to engage the services of persons, companies, or
    organizations in furtherance of the Plan's purpose, including but not
    limited to, banks, insurance companies, accountants, attorneys, brokerage
    firms and consultants.

        3.3 Additional Powers. In addition, as to each Option to purchase Stock
of the Corporation, the Board shall have full and final authority in its
discretion: (a) to determine the number of shares of Stock subject to each
Option; (b) to determine the time or times at which Options will be granted; (c)
to determine the Option price of the shares of Stock subject to each Option,
which price shall be not less than the minimum price specified in Article V of
this Plan; (d) to determine the time or times when each Option shall become
exercisable and the duration of the exercise period (including the acceleration
of any exercise period for any events which the Board deems appropriate,
including, but not limited to, public offerings of the Corporation's stock and
sales of all or substantially all of the Corporation's assets or stock), which
shall not exceed the maximum period specified in Article V; and (e) to determine
whether each Option granted shall be an Incentive Stock Option or a
Non-qualified Option.

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        In no event may the Corporation grant an Employee any Incentive Stock
Option that is first exercisable during any one calendar year to the extent the
aggregate fair market value of the Stock (determined at the time the Options are
granted) exceeds $100,000 (under all stock Option plans of the Corporation and
any Affiliated Corporation); provided, however, that this paragraph shall have
no force and effect if its inclusion in the Plan is not necessary for Incentive
Stock Options issued under the Plan to qualify as such pursuant to Section
422(d) of the Code.


                                   ARTICLE IV

                                   ELIGIBILITY

        4.1 Eligible Employees. All Employees (including Directors who are
Employees) are eligible to be granted Incentive Stock Option and Non-Qualified
Option Awards under this Plan.

        4.2 Consultants, Directors and other Non-Employees. Any Consultant,
Director (whether or not an Employee) and any other Non-Employee is eligible to
be granted Non-Qualified Option Awards under the Plan.

        4.3 Relevant Factors. In selecting individual Employees, Consultants,
Directors and Non-Employees to whom Awards shall be granted, the Board shall
weigh such factors as are relevant to accomplish the purpose of the Plan as
stated in Article I. An individual who has been granted an Award may be granted
one or more additional Awards, if the Board so determines. The granting of an
Award to any individual shall neither entitle that individual to, nor disqualify
him/her from, participation in any other grant of Awards. On and after the
Closing Date, no further grants may be made pursuant to this Plan.

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                                    ARTICLE V

                               STOCK OPTION AWARDS

        5.1 Number of Shares. Subject to the provisions of Articles III and IX
of this Plan, the aggregate number of shares of Stock for which Options may be
granted under this Plan shall not exceed two million (2,000,000) shares. The
shares to be delivered upon exercise of Options under this Plan shall be made
available, at the discretion of the Board, either from authorized but unissued
shares or from previously issued and reacquired shares of Stock held by the
Corporation as treasury shares, including shares purchased in the open market.

        Stock issuable upon exercise of an Option granted under the Plan may be
subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board.

        5.2 Effect of Expiration, Termination or Surrender. If an Option under
this Plan shall expire or terminate unexercised as to any shares covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the Corporation shall reacquire any unvested shares issued pursuant to
Options under the Plan, such shares shall thereafter be available for the
granting of other Options under this Plan.

        5.3 Term of Options. The full term of each Option granted hereunder
shall be for such period as the Board shall determine. In the case of Incentive
Stock Options granted hereunder, the term shall not exceed ten (10) years from
the date of granting thereof. Each Option shall be subject to earlier
termination as provided in Sections 6.3 and 6.4 hereof. Notwithstanding the
foregoing, Options intended to qualify as "Incentive Stock Options" may not be
granted to any employee who at the time such Option is granted owns more than
ten percent

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(10%) of the total combined voting power of all classes of stock of the Company
unless such Option must be exercisable within five (5) years from the date such
Option is granted.

        5.4 Option Price. The Option price shall be determined by the Board at
the time any Option is granted. In the case of Incentive Stock Options, the
exercise price shall not be less than 100% of the fair market value of the
shares covered thereby at the time the Incentive Stock Option is granted (but in
no event less than par value), provided that no Incentive Stock Option shall be
granted hereunder to any Employee if at the time of grant the Employee, directly
or indirectly, owns Stock possessing more than 10% of the combined voting power
of all classes of stock of the Corporation and its Affiliated Corporations
unless the Incentive Stock Option exercise price equals not less than 110% of
the fair market value of the shares covered thereby at the time the Incentive
Stock Option is granted.

        5.5 Fair Market Value. The fair market value shall be equal to the
closing price of Conexant common stock as reported in the Nasdaq Stock Market
Inc. national market reporting system on the relevant date, or if no sale of
Conexant common stock is reported for such date, the next preceding day for
which there is a sale.

        5.6 Non-Transferability of Options. No Option granted under this Plan
shall be transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and such Option may be exercised during the Optionee's
lifetime only by the Optionee.


                                   ARTICLE VI

                               EXERCISE OF OPTION

        6.1 Exercise. Each Option granted under this Plan shall be exercisable
on such date or dates and during such period and for such number of shares as
shall be determined

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pursuant to the provisions of the instrument evidencing such Option. The Board
shall have the right to accelerate the date of exercise of any Option, provided
that, the Board shall not accelerate the exercise date of any Incentive Stock
Option granted if such acceleration would violate the annual Option exercise
limitation contained in Section 422(d) of the Code.

        6.2 (a) Exercise Price. Options granted under the Plan may provide for
the payment of the exercise price, as determined by the Board of Directors of
Conexant, by delivery of (i) cash or a check payable to the order of Conexant in
an amount equal to the exercise price of such Options, (ii) Common Shares owned
by the Participant having a fair market value equal in amount to the exercise
price of the Options being exercised, or (iii) any combination of (i) and (ii),
provided, however, that payment of the exercise price by delivery of Common
Shares owned by such Participant may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board of Directors of Conexant. The fair market value of any Common
Shares which may be delivered upon exercise of an Option shall be determined by
the Board of Directors of Conexant in accordance with Article V hereof.

        (b) Book-Entry. To the extent that the right to purchase Stock has
accrued and is in effect, the Option may be exercised in full at one time or in
part from time to time by giving notice of exercise pursuant to such procedures
and according to such terms and conditions as may be adopted by the Company or
Conexant from time to time. Subject to Article XV, upon exercise and full
payment for the Option, a book-entry statement representing the number of shares
of Stock purchased will be issued as soon as practicable (i) after the stock
option administrator (the "Administrator") whom Conexant has engaged to
administer and process stock option exercises has received full payment therefor
or (ii) at Conexant's or the Administrator's

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election in their sole discretion, after Conexant or the Administrator has
received (x) full payment of the exercise price of the Stock and (y) any
reimbursement in respect of withholding taxes due.

        6.3 Cessation of Employment. No Incentive Stock Option (and, unless
otherwise determined by the Board, no Non-Qualified Option granted to a person
who is, on the date of the grant, an Employee of the Corporation or an
Affiliated Corporation) shall be affected by any change of duties or position of
the Optionee (including transfer to or from an Affiliated Corporation), so long
as he or she continues to be an Employee. Employment shall be considered as
continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed ninety (90) days or, if longer,
any period during which such Optionee's right to reemployment is guaranteed by
statute. A bona fide leave of absence with the written approval of the Board
shall not be considered an interruption of employment under the Plan, provided
that such written approval contractually obligates the Corporation or any
Affiliated Corporation to continue the employment of the Optionee after the
approved period of absence.

        If the Optionee shall cease to be an Employee for any reason other than
death or disability, then any remaining Options which are vested shall terminate
upon the earlier of (A) the expiration of the original term of the Options; or
(B) the expiration of thirty (30) days from the date in which the Employee's
term of employment with the Corporation is terminated.

        6.4 Death and Disability of Optionee. If the Employee's term of
employment with the Corporation terminates due to the disability of the
Employee, then any remaining Options of the Employee which are vested shall
terminate upon the earlier of (A) the expiration of the original term of the
Option; or (B) one (1) year from the date in which the Employee's term of

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employment with the Corporation is terminated. For purposes of the Plan, the
term "disability" shall mean "permanent and total disability" as defined in
Section 22(e)(3) of the Code.

        Should an Optionee die while in possession of the legal right to
exercise an Option or Options under this Plan, such persons as shall have
acquired, by will or by the laws of descent and distribution, the right to
exercise any Options theretofore granted, may, unless otherwise provided by the
Board in any instrument evidencing any Option, exercise such Options at any time
prior to one hundred eighty (180) days from the date of death; provided, that
such Option or Options shall expire in all events no later than the last day of
the original term of such Option; provided, further, that any such exercise
shall be limited to the Options which have become vested as of the date when the
Optionee ceased to be an Employee by reason of death, unless the Board provides
in the instrument evidencing such Option that, in the discretion of the Board,
additional shares covered by such Option may become subject to purchase
immediately upon the death of the Optionee. Notwithstanding anything in this
Article to the contrary, in the case of an Incentive Stock Option, such Option
or Options shall expire in all events no later than one hundred eighty (180)
days from the date of death.


                                   ARTICLE VII

                         TERMS AND CONDITIONS OF OPTIONS

        Options shall be evidenced by instruments (which need not be identical)
in such forms as the Board may from time to time approve. Such instruments shall
conform to the terms and conditions set forth in Articles V and VI hereof and
may contain such other provisions as the Board deems advisable which are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issuable upon exercise of Options. In granting any Non-Qualified Option, the

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Board may specify that such Non-Qualified Option shall be subject to the
restrictions set forth herein with respect to Incentive Stock Options, or to
such other termination and cancellation provisions as the Board may determine.
The Board may from time to time confer authority and responsibility on one or
more of its own members and/or one or more officers of the Corporation to
execute and deliver such instruments. The proper officers of the Corporation are
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the terms of such instruments.


                                  ARTICLE VIII

                                  BENEFIT PLANS

        Awards under the Plan are discretionary and are not a part of regular
salary. Awards may not be used in determining the amount of compensation for any
purpose under the benefit plans of the Corporation, or an Affiliated
Corporation, except as the Board may from time to time expressly provide.
Neither the Plan, an Option or any instrument evidencing an Option confers upon
any Employee the right to continued employment with the Corporation or an
Affiliated Corporation.


                                   ARTICLE IX

                            AMENDMENT, SUSPENSION OR
                             TERMINATION OF THE PLAN

        The Board may suspend the Plan or any part thereof at any time or may
terminate the Plan in its entirety. Awards shall not be granted after Plan
termination. The Committee, with the approval of the Board may also amend the
Plan from time to time, except that amendments

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which change the requirements as to eligibility for participation in the Plan
must be approved by a majority in interest of the stockholders of the
Corporation.

        Awards granted prior to suspension or termination of the Plan may not be
canceled solely because of such suspension or termination, except with the
consent of the grantee of the Award.


                                    ARTICLE X

                          CHANGES IN CAPITAL STRUCTURE

        The instruments evidencing Options granted hereunder shall be subject to
adjustment, at the sole discretion of the Board, in the event of changes in the
outstanding Stock of the Corporation by reason of: Stock dividends, Stock
splits, recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring
after the date of an Award to the same extent as would affect an actual share of
Stock issued and outstanding on the effective date of such change. Such
adjustment to outstanding Options shall be made without change in the total
price applicable to the unexercised portion of such Options, and a corresponding
adjustment in the applicable Option price per share shall be made. In the event
of any such change, the aggregate number and classes of shares for which Options
may thereafter be granted under Section 5.1 of this Plan may be appropriately
adjusted as determined by the Board so as to reflect such change.

        Notwithstanding the foregoing, any adjustments made pursuant to this
Article X with respect to Incentive Stock Options shall be made only after the
Board, after consulting with counsel for the Corporation, determines whether
such adjustments would constitute a "modification" of such Incentive Stock
Options (as that term is defined in Section 425 of the

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Code) or would cause any adverse tax consequences for the holders of such
Incentive Stock Options. If the Board determines that such adjustments made with
respect to Incentive Stock Options would constitute a modification of such
Incentive Stock Options, it may refrain from making such adjustments.

        In the event of the proposed dissolution or liquidation of the
Corporation, each Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other conditions
as shall be determined by the Board.

        Except as expressly provided herein, no issuance by the Corporation of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares subject to any outstanding Options. No
adjustments shall be made for dividends paid in cash or in property other than
securities of the Corporation.

        No fractional shares shall be issued under the Plan and the Optionee
shall receive from the Corporation cash in lieu of such fractional shares.


                                   ARTICLE XI

                       EFFECTIVE DATE AND TERM OF THE PLAN

        The Plan shall become effective on November 7, 1996. The Plan shall
continue until such time as it may be terminated by action of the Board;
provided, however, that no additional Options may be granted under this Plan on
or after the Closing Date, other than options required to be issued under the
terms and conditions in the Agreement and Plan of Merger dated as of July 19,
2000, as amended, by and among Conexant, H&J Acquisition Sub, Inc. and the
Corporation.

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                                   ARTICLE XII

                      CONVERSION OF ISOS INTO NON-QUALIFIED
                          OPTIONS; TERMINATION OF ISOS

        The Board, at the written request of any Optionee, may in its discretion
take such actions as may be necessary to convert such Optionee's Incentive Stock
Options, that have not been exercised on the date of conversion, into
Non-Qualified Options at any time prior to the expiration of such Incentive
Stock Options, regardless of whether the Optionee is an Employee of the
Corporation or an Affiliated Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of such Options. At the time of such conversion, the
Board (with the consent of the Optionee) may impose such conditions on the
exercise of the resulting Non-Qualified Options as the Board in its discretion
may determine, provided that such conditions shall not be inconsistent with the
Plan. Nothing in the Plan shall be deemed to give any Optionee the right to have
such Optionee's Incentive Stock Options converted into Non-Qualified Options,
and no such conversion shall occur until and unless the Board takes appropriate
action. The Board, with the consent of the Optionee, may also terminate any
portion of any Incentive Stock Option that has not been exercised at the time of
such termination.


                                  ARTICLE XIII

                              APPLICATION OF FUNDS

        The proceeds received by the Corporation from the sale of shares
pursuant to Options granted under the Plan shall be used for general corporate
purposes.

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                                   ARTICLE XIV

                             GOVERNMENTAL REGULATION

        The Corporation's obligation to sell and deliver shares of Stock under
this Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.


                                   ARTICLE XV

                     WITHHOLDING OF ADDITIONAL INCOME TAXES

        Upon the exercise of a Non-Qualified Option or the making of a
Disqualifying Disposition (as defined in Article XVI) the Corporation, in
accordance with Section 3402(a) of the Code, may require the Optionee to pay
additional withholding taxes in respect of the amount that is considered
compensation includible in such person's gross income. The Board in its
discretion may condition the exercise of an Option on the payment of such
additional withholding taxes.


                                   ARTICLE XVI

             NOTICE TO THE CORPORATION OF DISQUALIFYING DISPOSITION

        Each Employee who receives an Incentive Stock Option must agree to
notify the Corporation or Conexant in writing immediately after the Employee
makes a disqualifying disposition (as defined herein) of any Stock acquired
pursuant to the exercise of an Incentive Stock Option. A Disqualifying
Disposition is any disposition (including any sale) of such Stock before the
later of (a) two years after the date the Employee was granted the Incentive
Stock

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Option or (b) one year after the date the Employee acquired Stock by exercising
the Incentive Stock Option. If the Employee has died before such stock is sold,
these holding period requirements do not apply and no Disqualifying Disposition
can occur thereafter.

        All written notices to be given by an Employee to Conexant may be
delivered personally or by registered mail, postage prepaid, addressed as
follows:

              Conexant Systems, Inc.
              4311 Jamboree Road
              Newport Beach, California  92660
              Attention: Stock Administration
              Tel: 949-483-4525
              Fax: 949-483-6263


                                  ARTICLE XVII

                           GOVERNING LAW; CONSTRUCTION

        The validity and construction of the Plan and the instruments evidencing
Options shall be governed by the laws of the Commonwealth of Massachusetts and
all disputes related thereto shall be adjudicated in the state or federal courts
located in Boston, Massachusetts. In construing this Plan, the singular shall
include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.

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