**Exhibit 10.2**

**AVICI SYSTEMS INC.**

AMENDED AND RESTATED 2000 STOCK OPTION AND INCENTIVE PLAN 

 

The purpose of thisAmended and Restated 2000 Stock Option and Incentive Plan (the “Plan”) of Avici Systems Inc. (the “Company”) is to provide stock options and other equity interests in the Company (each an “Award”)to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any person to whom an Award has been granted under the Plan is called a“Participant”. Additional definitions are contained in Section 8. 

 

a. Administration by Board ofDirectors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating tothe Plan and to interpret and correct the provisions of the Plan and any Award. All decisions by the Board shall be final and binding on all interested persons. Neither the Company nor any member of the Board shall be liable for any action ordetermination relating to the Plan. 

b. Appointment of Committees. To the extent permitted by applicable law, the Board may delegateany or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such Committee or the Board. 

c. Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive officers of theCompany the power to grant Awards and exercise such other powers under the Plan as the Board may determine, *provided that* the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any oneParticipant pursuant to Awards granted by such executive officers. 

 

a. Number ofShares. Subject to adjustment under Section 3(c), the aggregate number of shares of Common Stock of the Company (the “Common Stock”) that may be issued pursuant to the Plan is equal to the number of shares of Common Stockauthorized but not issued under the 1997 Stock Incentive Plan of the Company, as amended, on or before the date of the initial public offering of the Company’s Common Stock plus (i) the 1,625,000 additional shares authorized for issuanceunder the Plan pursuant to the amendment of the Plan in 2001 and (ii) the 1,625,000 additional shares authorized for issuance under the Plan pursuant to the amendment of the Plan in 2004 (collectively the “Available Shares”).If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. If shares of Common Stock issued pursuant to thePlan are repurchased by, or are surrendered or forfeited to, the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards under the Plan; provided, however, that the cumulative number of such sharesthat may be so reissued under the Plan will not exceed the Available Shares. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 

b. Per-Participant Limit. Subject to adjustment under Section 3(c), no Participant may be granted Awards during any one fiscal year topurchase more than 650,000 shares of Common Stock. 

c. Adjustment to Common Stock. In the event of any stock split, stock dividend,extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or event (i) the number and class of securitiesavailable for Awards under the Plan and the per-Participant share limit, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, (iii) the repurchase price per securitysubject to repurchase, and (iv) the terms of each other outstanding stock-based Award shall be adjusted by the Board (or substituted Awards may be made), in order in the case of each outstanding Award to preserve the economic value of theAward. If Section 7(e)(i) applies for any event, this Section 3(c) shall not be applicable. Adjustments under this Section 3(c) shall be mandatory and shall be final, binding and conclusive. 

4.Stock Options
a. General. The Board maygrant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to theexercise of each Option and the Common Stock issued upon the exercise of each Option, including vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws, as it considers advisable.

b. Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined inSection 422 of the Code (an “Incentive Stock Option”) shall be granted only to employees of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. TheBoard and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred toherein as a “Nonstatutory Stock Option.” 

c. Exercise Price. The Board shall establish the exercise price (ordetermine the method by which the exercise price shall be determined) at the time each Option is granted and specify it in the applicable option agreement. 

d. Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement. Following April 18, 2007, noOption will be granted for a term in excess of ten (10) years from the date of grant of the Option. 

e. Exercise of Option.Options may be exercised only by delivery to the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(f) for the number of shares for which the Option is exercised.

f. Payment Upon Exercise. Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of thefollowing forms of payment: 

(i) by check payable to the order of the Company; 

(ii) except as otherwise explicitly provided in the applicable option agreement, and only if the Common Stock is then publicly traded,delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditionalinstructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or 

(iii) to the extent explicitly provided in the applicable option agreement, by (x) delivery of shares of Common Stock owned by the Participant valued at fair market value (as determined by the Board or as determined pursuant to theapplicable option agreement), (y) delivery of a promissory note of the Participant to the Company (and delivery to the Company by the Participant of a check in an amount equal to the par value of the shares purchased), or (z) payment ofsuch other lawful consideration as the Board may determine. 

 
5.Restricted Stock
a. Grants. The Board maygrant Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery to the Company by the Participant of a check or payment of such other lawful consideration as the Board may determine in an amount at least equal tothe par value of the shares purchased, and (ii) the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant in the event that conditions specified by the Board inthe applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”). 

b. Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates issued inrespect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee).After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary designated by aParticipant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designationby a Participant, Designated Beneficiary shall mean the Participant’s estate. Each Restricted Stock Award granted pursuant to the Plan shall be subject to forfeiture if, in the discretion of the Board, the recipient of such award has not,within a reasonable period of time following the grant of such award, executed any instrument required by the Board to be executed in connection with such award. 

6.Other Stock-Based Awards
The Board shall have theright to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into CommonStock and the grant of stock appreciation rights, phantom stock awards or stock units. 

 
7.General Provisions Applicable to Awards
a.Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or byoperation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall includereferences to authorized transferees. 

b. Documentation. Each Award under the Plan shall be evidenced by a written instrument insuch form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan *provided that* such termsand conditions do not contravene the provisions of the Plan. 

c. Board Discretion. The terms of each type of Award need not beidentical, and the Board need not treat Participants uniformly. 

d. Termination of Status. The Board shall determine the effect onan Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legalrepresentative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award. 

e. Acquisition of the Company

(i) Consequences of an Acquisition. 

(A) Upon the consummation of an Acquisition, the Board shall take any one or more of the following actions with respect to thenoutstanding Awards: (a) provide that outstanding Options shall be assumed, or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such Options substituted forIncentive Stock Options shall satisfy, in the determination of the Board, the requirements of Section 424(a) of the Code; (b) upon written notice to the Participants, provide that all or a portion of then unexercised Options will becomeexercisable in full or in part as of a specified time (the “Acceleration Time”) prior to the Acquisition and will terminate immediately prior to the consummation of such Acquisition, except to the extent exercised by theParticipants between the Acceleration Time and the consummation of such Acquisition; (c) in the event of an Acquisition under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share ofCommon Stock surrendered pursuant to such Acquisition (the “Acquisition Price”), provide that all outstanding Options shall terminate upon consummation of such Acquisition and each Participant shall receive, in exchange therefor, acash payment equal to the amount (if any) by which (x) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (y) the aggregate exercise priceof such Options; (d) provide that all or any portion of the Restricted Stock Awards then outstanding shall become free of all or certain restrictions prior to the consummation of the Acquisition; and (e) provide that any other stock-basedAwards outstanding (x) shall become exercisable, realizable or vested in full or in part, or shall be free of all or certain conditions or restrictions, as applicable to each such Award, prior to the consummation of the Acquisition, or (y), ifapplicable, shall be assumed, or equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). 

(B) Acquisition Defined. An “Acquisition” shall mean: (x) the sale of the Company by merger in which the shareholders of the Company in their capacity as such no longer own a majority ofthe outstanding equity securities of the Company (or its successor); or (y) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (z) any other acquisitionof the business of the Company, as determined by the Board. 

(ii) Assumption of Options Upon Certain Events. Inconnection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by suchentity or an affiliate thereof. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances. 

(iii) Pooling-of Interests-Accounting. If the Company proposes to engage in anAcquisition intended to be accounted for as a pooling-of-interests, and in the event that the provisions of this Plan or of any Award hereunder, or any actions of the Board taken in connection with such Acquisition, are determined by theCompany’s or the acquiring company’s independent public accountants to cause such Acquisition to fail to be accounted for as a pooling-of-interests, then such provisions or actions shall be amended or rescinded by the Board, without theconsent of any Participant, to be consistent with pooling-of-interests accounting treatment for such Acquisition. 

(iv)Parachute Awards. Notwithstanding the provisions of Section 7(e)(i)(A), if, in connection with an Acquisition described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account theexceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code), then the number of Awards which shall become exercisable, realizable or vested as provided in such section shall be reduced (or delayed), to the minimum extent necessary, sothat no such tax would be imposed on the Participant (the Awards not becoming so accelerated, realizable or vested, the “Parachute Awards”); *provided, however,* that if the “aggregate present value” of the ParachuteAwards would exceed the tax that, but for this sentence, would be imposed on the Participant under Section 4999 of the Code in connection with the Acquisition, then the Awards shall become immediately exercisable, realizable and vested withoutregard to the provisions of this sentence. For purposes of the preceding sentence, the “aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall bebased on economic principles rather than the principles set forth under Section 280G of the Code and the regulations promulgated thereunder. All determinations required to be made under this Section 7(e)(iv) shall be made by the Company.

f. Withholding. Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any taxesrequired by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. The Board may allow Participants to satisfy such tax obligations in whole or in part by transferring sharesof Common Stock, including shares retained from the Award creating the tax obligation, valued at their fair market value (as determined by the Board or as determined pursuant to the applicable option agreement). The Company may, to the extentpermitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant. 

g. Amendment ofAwards. The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an IncentiveStock Option to a Nonstatutory Stock Option, *provided that*, except as otherwise provided in Section 7(e)(iii), the Participant’s consent to such action shall be required unless the Board determines that the action, taking intoaccount any related action, would not materially and adversely affect the Participant, *provided further that*, no Award may be repriced by cancellation or amendment of such Award without approval of the shareholders of the Company (exceptpursuant to Section 3(c) or 7(e)) if the effect would be to reduce the exercise price for the shares underlying such Award. 

h.Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Awardhave been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicablesecurities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfythe requirements of any applicable laws, rules or regulations. 

i. Acceleration. The Board may at any time provide that any Optionsshall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictionsor conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or(ii) disqualify all or part of the Option as an Incentive Stock Option. 

 
8.Miscellaneous
a. Definitions. 

(i) “Company” for purposes of eligibility under the Plan, shall include any present or future subsidiary corporationsof Avici Systems Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Avici Systems Inc., as defined in Section 424(e) of the Code. For purposes of Awards otherthan Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion. 

(ii) “Code” means the Internal Revenue Code of 1986, as amended, and anyregulations promulgated thereunder. 

(iii) “employee” for purposes of eligibility under the Plan (but notfor purposes of Section 4(b)) shall include a person to whom an offer of employment has been extended by the Company. 

b. No RightTo Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company.The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan. 

c. No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights asa stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder thereof. 

d. Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan wasadopted by the Board, but Awards previously granted may extend beyond that date. 

e. Amendment of Plan. The Board may amend, suspendor terminate the Plan or any portion thereof at any time. 

f. Governing Law. The provisions of the Plan and all Awards madehereunder shall be governed by and interpreted in accordance with the laws of Delaware, without regard to any applicable conflicts of law. 

Amendment and Restatement Adopted by Board of Directors 

April 18, 2007 

Amendment and Restatement Adopted by Stockholders 

May 31, 2007 

1.3:1adjustment to the number of shares available for grant under the Plan pursuant to Section 3(c) of the Plan as determined by the Subcommittee of the Compensation Committee of the Board of Directors in connection with an extraordinary cashdividend declared on April 22, 2007 and payable on June 22, 2007 

Effective June 11, 2007