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                                                                    Exhibit 10.2
                                                                    ------------


                           RIVERSTONE NETWORKS, INC.
                          2000 EQUITY INCENTIVE PLAN

                            Incentive Stock Option
                            ----------------------


           Name, Social Security #, Grant Date, # of Options, Price

     Incentive Stock Option granted by Riverstone Networks, Inc., a Delaware
corporation (the "Company"), to Name (SS#), (the "Optionee"), pursuant to the
Company's 2000 Equity Incentive Plan (the "Plan").

1.   Grant of Option.
     ---------------

     This certificate evidences the grant by the Company on (Grant Date) to the
Optionee of an option to purchase, in whole or in part, on the terms provided
herein and in the Plan, a total of (# of options) shares of Common Stock of the
Company (the "Shares") at a price of (price) per share (the "Exercise Price").
The Exercise Price represents the fair market value of the Shares on the date of
grant as determined in good faith by the Company.  The latest date on which this
option may be exercised (the "Final Exercise Date") is (Exp. Date).  It is
intended that the option evidenced by this certificate shall be an incentive
stock option as defined in section 422(b) of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").  However, under certain circumstances
the exercise of this option may be taxed under the rules applicable to non-
incentive stock options.

     This option will provisionally vest in the following cumulative
installments: as to one-quarter (1/4) of the Shares on (first vesting) and
thereafter at the end of each succeeding one- month period of service as to one
thirty-sixth (1/36th) of the remaining Shares until this option is one hundred
percent (100%) provisionally vested.  This option shall be actually vested
("Vested") as follows:

          (i) Unless sooner Vested in accordance with clause (ii) below, this
     option shall not be Vested to any extent prior to the fourth anniversary of
     the date of grant and shall be one hundred percent (100%) Vested and
     exercisable starting with the fourth anniversary of the date of grant.

          (ii) Notwithstanding clause (i), if there shall have occurred, prior
     to the fourth anniversary of the date of grant, a distribution by Cabletron
     Systems, Inc. ("Cabletron") to its shareholders of the stock of the Company
     owned by Cabletron (a "Spin-Off"), this option shall be Vested and
     exercisable (A) starting with the date immediately following the date of
     the Spin-Off, as to that portion of this option that is then provisionally
     vested, and (B) as to any remaining portion of this option, starting with
     the date such portion provisionally vests.

In determining the extent to which this option is exercisable, any fractional
share amount shall be disregarded.  If at any time prior to full Vesting of this
option the Optionee goes on an unpaid leave of absence, the provisional vesting
dates set forth above (and any provisional vesting or, if applicable, Vesting
associated therewith) shall be set back by the period of the leave, in the same
manner as described in Section 6.1(d) of the Plan.
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2.   Exercise of Option; Status Change.
     ---------------------------------

     This option shall not be exercisable prior to the Vesting date or dates
specified under Paragraph 1 above.  Each election to exercise this option shall
be in writing signed by the Optionee or by his/her executor or administrator or
the person or persons to whom this option is transferred by will or the
applicable laws of descent and distribution (the "Legal Representative"), and
received by the Company at its principal office, accompanied by payment in full
as provided in the Plan and by such additional documentation evidencing the
right to exercise (or, in the case of a Legal Representative, of the authority
of such person) as the Company may require.  The purchase price may be paid by
delivery of cash, check or money order acceptable to the Company, shares of
Common Stock of the Company (held for more than six months) having a value equal
to the exercise price, or, during such periods as the Common Stock is publicly
traded, by delivery of an unconditional and irrevocable undertaking by a broker
to deliver promptly to the Company sufficient funds to pay the exercise price,
or by any combination of the foregoing, subject to the provisions of the Plan;
provided, that so much of the purchase price as equals the par value of the
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Shares being purchased shall be paid other than by personal check.

     If the Optionee incurs a Status Change (as that term is defined in the
Plan), that portion of this option that is not then Vested (whether or not such
portion is provisionally vested) shall immediately terminate.  The remainder of
this option shall be exercisable (but not later than the Final Exercise Date) as
follows:

          (i) in the case of a Status Change other than by reason of death and
     subject to clause (ii), by the Optionee for a period of ninety (90) days
     following the Status Change; and

          (ii) in the event of a Status Change by reason of death or in the
     event of the Optionee's death following a Status Change described in clause
     (i) where such death occurs during the ninety (90) day exercise period
     described in clause (i), by the Optionee's executor or administrator or the
     person or person to whom this option is transferred by will or the laws of
     descent and distribution, for a period continuing until the first
     anniversary of the date of death.

Upon expiration of the exercise period or periods described in clause (i) or
clause (ii) above, whichever is applicable, this option shall terminate.
Notwithstanding the foregoing, if the Optionee is terminated for cause, this
option shall immediately terminate and no portion of it shall be exercisable
then or at any later time.

3.   Restrictions on Transfer
     ------------------------

     If at the time this option is exercised the Company is a party to any
agreement restricting the transfer of any outstanding shares of its Common
Stock, and if the Committee determines that such restrictions should apply to
shares acquired under one or more stock options, this option may be exercised
only if the Shares so acquired are made subject to the transfer restrictions set
forth in that agreement (or if more than one such agreement is then in effect,
the agreement specified by the Committee).  Additionally, all shares acquired by
the Optionee pursuant to this option shall be subject to any and all applicable
restrictions on transfer, sale, encumbrance and other disposition imposed by the
Securities Act of 1933, as amended, and other applicable securities laws.

4.   Notice of Disposition
     ---------------------

     The person exercising this option shall notify the Company when he/she
makes any disposition of the Shares acquired upon exercise of this option,
whether by sale, gift or otherwise.
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5.   Withholding; Agreement to Provide Security
     ------------------------------------------

     If at the time this option is exercised the Board or the Committee
determines that under applicable law and regulations the Company could be liable
for the withholding of any federal or state tax with respect to the exercise or
with respect to a disposition of any Shares acquired upon exercise, this option
may not be exercised unless the person exercising this option (i) pays to the
Company, in cash, any withholding taxes arising in connection with the exercise
(or makes other  arrangements satisfactory to the Company for the payment of
such withholding taxes), and (ii) gives such security as the Committee deems
adequate to meet the potential liability of the Company for the withholding of
tax upon a later disposition of shares acquired upon exercise and agrees to
augment such security from time to time in any amount reasonably determined by
the Company to be necessary to preserve the adequacy of such security.

6.   Nontransferability of Option
     ----------------------------

     This option is not transferable by the Optionee other than by will or the
laws of descent and distribution, and is exercisable during the Optionee's
lifetime only by the Optionee.

7.   Provisions of the Plan
     ----------------------

     This option is subject in its entirety to the provisions of the Plan, a
copy of which will be furnished to the Optionee upon request.  All initially
capitalized terms not otherwise defined herein shall have the meanings given to
them in the Plan.

     Without limiting the generality of the foregoing, this option may terminate
in the following circumstances:  (i) in connection with a "covered transaction"
as described in Section 7.3 of the Plan, and (ii) in the event that Cabletron
Systems, Inc., by action of its board of directors, determines not to pursue its
current intention to cause the Company to undergo an initial public offering or
determines not to pursue its current intention to cause the Company to undergo a
spin-off from Cabletron, all as more fully described in Section 9 of the Plan.
The grant of this option does not confer upon the Optionee any right to
continued employment or other service with the Company or any related company,
nor shall the loss of existing or potential profit in this option by reason of
the termination of the Optionee's employment or other service or for any other
reason, including, without limitation, any loss of exercisability attributable
to termination of the option in connection with a "covered transaction" or
pursuant to Section 9 of the Plan, constitute an element of damages in any
claim.


     IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer.  This option shall take
effect as a sealed instrument.



                           RIVERSTONE NETWORKS, INC.

(CORPORATE SEAL)               By:  /s/  Romulus S. Pereira

                               Romulus S. Pereira, President & CEO
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New Hampshire law requires the following legend be sent along with the issuance
of any options of private companies in New Hampshire: You should consider the
terms and risks of this offering before you invest.  No government regulator is
recommending these securities.  No government regulator has verified that this
document is accurate or determined that it is adequate.  It is a crime for
anyone to tell you differently.