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                                                                    EXHIBIT 4.01

                                  NETOPIA, INC.

                            2000 STOCK INCENTIVE PLAN

                           As Adopted October 18, 2000

                            Amended January 22, 2001


     1. PURPOSE. The purpose of this Plan is to provide incentives to attract,
        -------
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company and its Subsidiaries, by offering
them an opportunity to participate in the Company's future performance through
awards of Options and Restricted Stock. Capitalized terms not defined in the
text are defined in Section 22 if they are not otherwise defined in other
sections of this Plan.

     2. SHARES SUBJECT TO THE PLAN.
        --------------------------

          2.1 Number of Shares Available. Subject to Sections 2.2 and 17, the
              --------------------------
total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be 1,900,000 Shares. Subject to Sections 2.2 and 17, Shares that
are subject to: (a) issuance upon exercise of an Option but cease to be subject
to such Option for any reason other than exercise of such Award and (b) an Award
granted hereunder but are forfeited or are repurchased by the Company at the
original issue price because the Shares are Unvested Shares at the time of the
Participant's Termination, will again be available for grant and issuance in
connection with future Awards under this Plan. At all times the Company shall
reserve and keep available a sufficient number of Shares as shall be required to
satisfy the requirements of all outstanding Awards granted under this Plan.

          2.2 Adjustment of Shares. If the number of outstanding shares is
              --------------------
changed by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital
structure of the Company without consideration, then (a) the number of Shares
reserved for issuance under this Plan, (b) the Exercise Prices of and number of
Shares subject to outstanding Options, and (c) the number of Shares subject to
other outstanding Awards, will be proportionately adjusted, subject to any
required action by the Board or the stockholders of the Company and compliance
with applicable securities laws; provided, that fractions of a Share will not be
                                 --------
issued but will either be paid in cash at the Fair Market Value of such fraction
of a Share or will be rounded up to the nearest whole Share, as determined by
the Committee; and provided, further, that the Exercise Price of any Award may
not be decreased to below the par value of the Shares.

     3. ELIGIBILITY. Awards may be granted to employees, officers, directors,
        -----------
consultants, independent contractors and advisors of the Company or any
Subsidiary of the Company; provided such consultants, independent contractors
                           --------
and advisors render bona fide services not in connection with the offer and sale
of securities in a capital-raising transaction. A person may be granted more
than one Award under this Plan. Awards granted to officers and directors may not
exceed in the aggregate forty percent (40%) of all Shares that are reserved for
grant under this Plan. Awards granted as Restricted Stock to officers and
directors may not exceed in the aggregate forty percent (40%) of all Shares that
are granted as Restricted Stock.

     4. ADMINISTRATION.
        --------------

          4.1 Committee Authority. This Plan will be administered by the
              -------------------
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:

               (a) construe and interpret this Plan, any Award Agreement and any
other agreement or document executed pursuant to this Plan;

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              (b) prescribe, amend and rescind rules and regulations relating to
this Plan or any Award;

              (c) select persons to receive Awards;

              (d) determine the form and terms of Awards;

              (e) determine the number of Shares subject to Awards;

              (f) determine whether Awards will be granted singly, in
combination with, in tandem with, in replacement of, or as alternatives to,
other Awards under this Plan or any other incentive or compensation plan of the
Company or any Parent or Subsidiary of the Company;

               (g) grant waivers of Plan or Award conditions;

              (h) determine the vesting, exercisability and payment of Awards;

              (i) correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement;

              (j) determine whether an Award has been earned; and

              (k) make all other determinations necessary or advisable for the
administration of this Plan.

        4.2 Committee Discretion. Any determination made by the Committee with
            --------------------
respect to any Award will be made in its sole discretion at the time of grant of
the Award or, unless in contravention of any express term of this Plan or Award,
at any later time, and such determination will be final and binding on the
Company and on all persons having an interest in any Award under this Plan. The
Committee may delegate to one or more officers of the Company the authority to
grant an Award under this Plan to Participants who are not officers.

     5. OPTIONS. Only nonqualified stock options that do not qualify as
        -------
incentive stock options within the meaning of Section 422(b) of the Code may be
granted under this Plan. The Committee may grant Options to eligible persons and
will determine (i) the number of Shares subject to the Option, (ii) the Exercise
Price of the Option, (iii) the period during which the Option may be exercised,
and (iv) all other terms and conditions of the Option, subject to the following:

        5.1 Form of Option Grant. Each Option granted under this Plan will be
            --------------------
evidenced by a Stock Option Agreement. The Stock Option Agreement will be in
such form and contain such provisions (which need not be the same for each
Participant) as the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this Plan.

        5.2 Date of Grant. The date of grant of an Option will be the date on
            -------------
which the Committee makes the determination to grant the Option, unless a later
date is otherwise specified by the Committee. The Stock Option Agreement and a
copy of this Plan will be delivered to the Participant within a reasonable time
after the Option is granted.

        5.3 Exercise Period and Expiration Date. Options will be exercisable
            -----------------------------------
within the times or upon the occurrence of events determined by the Committee as
set forth in the Stock Option Agreement governing such Option; provided,
                                                               --------
however, that no Option will be exercisable after the expiration of ten (10)
-------
years from the date the Option is granted. The Committee also may provide for
Options to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Committee
determines.


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          5.4 Exercise Price. The Exercise Price of an Option will be determined
              --------------
by the Committee when the Option is granted and may be not less than the par
value of the Shares on the date of grant. Payment for the Shares purchased must
be made in accordance with Section 7 of this Plan.

          5.5 Method of Exercise. Options may be exercised only by delivery to
              ------------------
the Company of a written stock option exercise agreement (the
"Exercise Agreement") in a form approved by the Committee (which need not be the
same for each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

          5.6 Termination. Notwithstanding the exercise periods set forth in the
              -----------
Stock Option Agreement, exercise of an Option will always be subject to the
following:

               (a) If the Participant is Terminated for any reason except death
or Permanent Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been exercisable upon
the Termination Date no later than three (3) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may be
determined by the Committee, but in any event, no later than the expiration date
of the Options).

               (b) If the Participant is Terminated because of Participant's
death, then Participant's Options may be exercised (i) in full if Participant
had been in the Company's or a Subsidiary's service for more than two (2) years
prior to the Termination Date, or (ii) if Participant had been in the Company's
or a Subsidiary's service for less than two (2) years prior to the Termination
Date only to the extent that such Options would have been exercisable by
Participant had Participant remained continuously in the Company's or a
Subsidiary's service for a period two (2) years after the Termination Date and
must be exercised by Participant (or Participant's legal representative or
authorized assignee) no later than twelve (12) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may be
determined by the Committee) but in any event no later than the expiration date
of the Options).

               (c) If the Participant is Terminated because of Participant's
Permanent Disability, then the Participant may exercise such Participant's
Options only to the extent that such Options would have been exercisable upon
the Termination Date no later than twelve (12) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may be
determined by the Committee, but in any event, no later than the expiration date
of the Options).

               (d) Notwithstanding the provisions in paragraph 5.6(a) above, if
a Participant is terminated for Cause, neither the Participant, the
Participant's estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any Shares whatsoever, after
termination of service, whether or not after termination of service the
Participant may receive payment from the Company or any Parent or Subsidiary of
the Company for vacation pay, for services rendered prior to termination, for
services rendered for the day on which termination occurs, for salary in lieu of
notice, or for any other benefits. In making such determination, the Board shall
give the Participant an opportunity to present to the Board evidence on his
behalf. For the purpose of this paragraph, termination of service shall be
deemed to occur on the date when the Company dispatches notice or advice to the
Participant that his service is terminated.

          5.7 Limitations on Exercise. The Committee may specify a reasonable
              -----------------------
minimum number of Shares that may be purchased on any exercise of an Option,
provided that the minimum number will not prevent a Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

          5.8 Modification, Extension or Renewal. The Committee may modify,
              ----------------------------------
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option


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previously granted. The Committee may reduce the Exercise Price of outstanding
Options without the consent of Participants affected by a written notice to
them; provided, however, that the Exercise Price may not be reduced below the
minimum Exercise Price that would be permitted under Section 5.4 of this Plan
for Options granted on the date the action is taken to reduce the Exercise
Price; and provided, further, that the Exercise Price shall not be reduced below
the par value of the Shares.

     6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to
        ----------------
sell to an eligible person Shares that are subject to restrictions. The
Committee will determine to whom an offer will be made, the number of Shares the
person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

        6.1 Form of Restricted Stock Award. All purchases under a Restricted
            ------------------------------
Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
("Restricted Stock Purchase Agreement") that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan. The offer of Restricted Stock will be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the Shares to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person. If such person
does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within thirty (30) days, then the
offer will terminate, unless otherwise determined by the Committee.

        6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
            --------------
Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted and may be not less than the par value of the
Shares on the date of grant. Payment of the Purchase Price may be made in
accordance with Section 7 of this Plan.

        6.3 Terms of Restricted Stock Awards. Restricted Stock Awards shall be
            --------------------------------
subject to such restrictions as the Committee may impose. These restrictions may
be based upon completion of a specified number of years of service with the
Company or upon completion of the performance goals as set out in advance in the
Participant's individual Restricted Stock Purchase Agreement. Restricted Stock
Awards may vary from Participant to Participant and between groups of
Participants. Prior to the payment of any Restricted Stock Award, the Committee
shall determine the extent to which such Restricted Stock Award has been earned.

        6.4 Termination During Performance Period. If a Participant is
            -------------------------------------
Terminated during a performance period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Restricted Stock Award only to the extent earned as of the date of
Termination in accordance with the Restricted Stock Purchase Agreement, unless
the Committee will determine otherwise.

     7. PAYMENT FOR SHARE PURCHASES.
        ---------------------------

        7.1 Payment. Payment for Shares purchased on exercise of an Award may be
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made in cash (by check) or, where expressly approved for the Participant by the
Committee and where permitted by law:

            (a) by surrender of shares that either: (1) have been owned by
Participant for more than six (6) months and have been paid for within the
meaning of SEC Rule 144 (and, if such shares were purchased from the Company by
use of a promissory note, such note has been fully paid with respect to such
shares); or (2) were obtained by Participant in the public market;

            (b) by tender of a full recourse promissory note having such terms
as may be approved by the Committee and bearing interest at a rate sufficient to
avoid imputation of income under Sections 483 and 1274 of the Code; provided,
                                                                    --------
however, that a Participant who is not an employee of the Company may not
-------

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purchase Shares with a promissory note unless the note is adequately secured by
collateral other than the Shares; and provided, further, that the portion of the
Exercise Price equal to the par value of the Shares must be paid in cash;

               (c) provided that a public market for the Company's stock exists:

                   (1) through a "same day sale" commitment from the Participant
and a broker-dealer selected by the Company that is a member of the National
Association of Securities Dealers (an "NASD Dealer") whereby the Participant
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the Exercise Price directly to
the Company; or

                   (2) through a "margin" commitment from the Participant and a
NASD Dealer whereby the Participant irrevocably elects to exercise the Option
and to pledge the Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or

               (d) by any combination of the foregoing.

        7.2 Loan Guarantees. The Committee may help the Participant pay for
            ---------------
Shares purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.

     8. WITHHOLDING TAXES.
        -----------------

        8.1 Withholding Generally. Whenever Shares are to be issued on
            ---------------------
exercise of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. If a payment in satisfaction of an
Award is to be made in cash, such payment will be net of an amount sufficient to
satisfy federal, state, and local withholding tax requirements.

        8.2 Stock Withholding. When, under applicable tax laws, a Participant
            -----------------
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may in its sole
discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the requirements
established by the Committee and be in writing in a form acceptable to the
Committee.

     9. PRIVILEGES OF STOCK OWNERSHIP
        -----------------------------

        9.1 Voting and Dividends. No Participant will have any of the rights of
            --------------------
a stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, however, that
if such Shares are Restricted Stock, any new, additional or different securities
the Participant may become entitled to receive with respect to the Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further that the Participant will have no right to
retain such dividends or distributions with respect to Shares that are
repurchased at the Participant's original Exercise Price pursuant to Section 11.

        9.2 Financial Statements. The Company will provide financial statements
            --------------------
to each Participant prior to such Participant's purchase of Shares under this
Plan, and to each Participant annually during the period such Participant has
Awards outstanding; provided, however, that the Company will not be required to
                    --------  -------
provide such

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financial statements to Participants whose services in connection with the
Company assure them access to equivalent information.


     10. TRANSFERABILITY.
         ---------------

         10.1  Except as otherwise provided in this Section 10, Awards granted
under this Plan, and any interest therein, will not be transferable or
assignable by Participant, and may not be made subject to execution, attachment
or similar process, otherwise than by will or by the laws of descent and
distribution or as determined by the Committee and set forth in the Award
Agreement.

         10.2  Unless otherwise restricted by the Committee, an Option shall be
exercisable: (i) during the Participant's lifetime only by (A) the Participant,
(B) the Participant's guardian or legal representative, (C) a Family Member of
the Participant who has acquired the Option by "permitted transfer;" and (ii)
after Participant's death, by the legal representative of the Participant's
heirs or legatees. "Permitted transfer" means, as authorized by this Plan and
the Committee in an Option, any transfer effected by the Participant during the
Participant's lifetime of an interest in such Option but only such transfers
which are by gift or domestic relations order. A permitted transfer does not
include any transfer for value and neither of the following are transfers for
value: (a) a transfer of under a domestic relations order in settlement of
marital property rights or (b) a transfer to an entity in which more than fifty
percent of the voting interests are owned by Family Members or the Participant
in exchange for an interest in that entity.

         10.3  Unless otherwise restricted by the Committee, a Restricted Stock
may be transferred during the Participant's lifetime, only to (A) the
Participant, or (B) the Participant's guardian or legal representative.

     11. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
         ----------------------
may reserve to itself and/or its assignee(s) in the Award Agreement a right to
repurchase at the Participant's Exercise Price a portion of or all Unvested
Shares held by a Participant following such Participant's Termination at any
time within ninety (90) days after the later of Participant's Termination Date
and the date Participant purchases Shares under this Plan, for cash and/or
cancellation of purchase money indebtedness, at the Participant's Exercise Price
or Purchase Price, as the case may be.

     12. CERTIFICATES. All certificates for Shares or other securities delivered
         ------------
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

     13. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
         ------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing the Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
                                   --------  -------
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

<PAGE>

     14. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
         -----------------------------
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

     15. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
         ----------------------------------------------
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and/or (b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company will be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
will have no liability for any inability or failure to do so.

     16. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
         -----------------------
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

     17. CORPORATE TRANSACTIONS.
         ----------------------

          17.1 Assumption or Replacement of Awards by Successor. In the event of
               ------------------------------------------------
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation
in which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant. In the event such
successor corporation (if any) refuses to assume or substitute Awards, as
provided above, pursuant to a transaction described in this Subsection 17.1,
such Awards will expire on such transaction at such time and on such conditions
as the Committee will determine; provided, however, that the Committee may, in
                                 --------  -------
its sole discretion, provide that the vesting of any or all Awards granted
pursuant to this Plan will accelerate. If the Committee exercises such
discretion with respect to Options, such Options will become exercisable in full
prior to the consummation of such event at such time and on such conditions as
the Committee determines, and if such Options are not exercised prior to the
consummation of the corporate transaction, they shall terminate at such time as
determined by the Committee.

          17.2 Other Treatment of Awards. Subject to any greater rights granted
               -------------------------
to Participants under the foregoing provisions of this Section 17, in the event
of the occurrence of any transaction described in Section

<PAGE>


17.1, any outstanding Awards will be treated as provided in the applicable
agreement or plan of merger, consolidation, dissolution, liquidation, or sale of
assets.

          17.3 Assumption of Awards by the Company. The Company, from time to
               -----------------------------------
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
 ------
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

     18. ADOPTION. This Plan will become effective on the date that it is
         --------
adopted by the Board (the "Effective Date").

     19. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
         --------------------------
herein, this Plan will terminate ten (10) years from the Effective Date. This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of California.

     20. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
         --------------------------------
or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan.

     21. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
         --------------------------
Board, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock option and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

     22. DEFINITIONS. As used in this Plan, the following terms will have the
         -----------
following meanings:

          "Award" means any award under this Plan, including any Option or
Restricted Stock.

          "Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

          "Board" means the Board of Directors of the Company.

          "Cause" means the commission of an act of theft, embezzlement, fraud,
dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Committee" means the Compensation Committee of the Board.

          "Company" means Netopia, Inc. or any successor corporation.

          "Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.


<PAGE>


          "Fair Market Value" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

               (a)  if such Common Stock is then quoted on the Nasdaq National
                    Market, its closing price on the Nasdaq National Market on
                    the date of determination as reported in The Wall Street
                    Journal;                                 ---------------
                    -------

               (b)  if such Common Stock is publicly traded and is then listed
                    on a national securities exchange, its closing price on the
                    date of determination on the principal national securities
                    exchange on which the Common Stock is listed or admitted to
                    trading as reported in The Wall Street Journal; or
                                           -----------------------

               (c)  if such Common Stock is publicly traded but is not quoted on
                    the Nasdaq National Market nor listed or admitted to trading
                    on a national securities exchange, the average of the
                    closing bid and asked prices on the date of determination as
                    reported in The Wall Street Journal;
                                -----------------------

               (d)  if none of the foregoing is applicable, by the Committee in
                    good faith.

          "Family Member" includes any of the following:

               (a)  child, stepchild, grandchild, parent, stepparent,
                    grandparent, spouse, former spouse, sibling, niece, nephew,
                    mother-in-law, father-in-law, son-in-law, daughter-in-law,
                    brother-in-law, or sister-in-law of the Participant,
                    including any such person with such relationship to the
                    Participant by adoption;

               (b)  any person (other than a tenant or employee) sharing the
                    Participant's household;

               (c)  a trust in which the persons in (a) and (b) have more than
                    fifty percent of the beneficial interest;

               (d)  a foundation in which the persons in (a) and (b) or the
                    Participant control the management of assets; or

               (e)  any other entity in which the persons in (a) and (b) or the
                    Participant own more than fifty percent of the voting
                    interest.

          "Option" means an award of an option to purchase Shares pursuant to
Section 5.

          "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

          "Participant" means a person who receives an Award under this Plan.

          "Permanent Disability" means the inability of Participant to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has lasted
or can be expected to last for a continuous period of twelve (12) months or
more.

          "Plan" means this Netopia, Inc. 2000 Stock Incentive Plan, as amended
from time to time.

          "Restricted Stock Award" means an award of Shares pursuant to Section
6.


<PAGE>


          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shares" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 17, and any
successor security.

          "Stock Option Agreement" means, with respect to each Option, the
signed written agreement between the Company and the Participant setting forth
the terms and conditions of the Option.

          "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

          "Termination" or "Terminated" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, consultant, independent contractor, or
advisor to the Company or a Parent or Subsidiary of the Company. An employee
will not be deemed to have ceased to provide services in the case of (i) sick
leave, (ii) military leave, or (iii) any other leave of absence approved by the
Committee, provided, that such leave is for a period of not more than 90 days,
unless reemployment upon the expiration of such leave is guaranteed by contract
or statute or unless provided otherwise pursuant to formal policy adopted from
time to time by the Company and issued and promulgated to employees in writing.
In the case of any employee on an approved leave of absence, the Committee may
make such provisions respecting suspension of vesting of the Award while on
leave from the employ of the Company or a Parent or Subsidiary of the Company as
it may deem appropriate, except that in no event may an Award be exercised after
the expiration of the term set forth in the Award Agreement. The Committee will
have sole discretion to determine whether a Participant has ceased to provide
services and the effective date on which the Participant ceased to provide
services (the "Termination Date").

          "Unvested Shares" means "Unvested Shares" as defined in the Award
Agreement.

          "Vested Shares" means "Vested Shares" as defined in the Award
Agreement.