S-8

As filed with the Securities and Exchange Commission on August 26, 2003

Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VITESSE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	77-0138960
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

     741 Calle Plano Camarillo, California 93012
(Address of Principal Executive Offices) (Zip code)

Multilink Technology Corporation 1998 Stock Option Plan
Multilink Technology Corporation 1999 Stock Option Plan
Multilink Technology Corporation 2000 Stock Incentive Plan
(Full title of the plans)

     Eugene F. Hovanec
Chief Financial Officer
Vitesse Semiconductor Corporation
741 Calle Plano Camarillo, California 93012
(Name and address of agent for service)

(805) 388-3700
(Telephone number, including area code, of agent for service)

Copy to:

     Francis S. Currie, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000

CALCULATION OF REGISTRATION FEE
		Proposed maximum	Proposed maximum	Amount of
Title of securities	Amount to be	offering price	aggregate	registration
to be registered	registered	per share	offering price	fee
Common Stock, $0.01 par value, issuable under the
Multilink Technology Corporation 1998 Stock Option
Plan (1)	688,595	$  8.56 (2)	$  5,894,373.20	$   477.00
Common Stock, $0.01 par value, issuable under the
Multilink Technology Corporation 1999 Stock Option
Plan (1)	184,730	$24.17 (2)	$  4,562,831.00	$   370.00
Common Stock, $0.01 par value, issuable under the
Multilink Technology Corporation 2000 Stock Incentive
Plan (1)	396,453	$  9.59 (2)	$  3,801,984.20	$   308.00
Totals	1,269,778	N/A	$14,256,188.40	$1,155.00

(1)

All options outstanding under the Multilink TechnologyCorporation1998 Stock OptionPlan, Multilink Technology Corporation 1999 Stock Option Plan and Multilink Technology Corporation 2000 Stock Incentive Plan (the “Plans”) were assumed by the Registrant in connection with its acquisition of Multilink Technology Corporation (the “Merger”), and such options are now exercisable for the Registrant’s Common Stock.

(2)

Represents weighted average exercise price per share of the Registrant’s common stock underlying outstanding options (as adjusted based on the exchange ratio in the Merger), pursuant to Rule 457(h) under the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     This Registration Statement incorporates herein by reference the following documents which have been filed with the Commission by the Registrant:

1.	The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002, filed pursuant to Section 13 of the Securities and Exchange Act of 1934 (the “Exchange Act”).
2.	The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2002, as amended, March 31, 2003 and June 30, 2003 filed pursuant to Section 13 or 15(d) of the Exchange Act.
3.	The Registrant’s Current Report on Form 8-K dated February 7, 2003 filed pursuant to Section 13 of the Exchange Act.
4.	The description of the Registrant’s Common Stock, par value $.01 per share, contained in its registration statement on Form 8-A filed with the Securities and Exchange Commission on November 8, 1991, including any amendment or report filed for the purpose of updating such description.

     All other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to collectively as the “Incorporated Documents”).

Item 4. Description of Securities.

     Not applicable.

Item 5. Interest of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Registrant has adopted provisions in its Amended and Restated Certificate of Incorporation which (i) eliminate the personal liability of its directors to the Registrant and its shareholders for monetary damages arising from a breach of their fiduciary duties in certain circumstances, and (ii) authorize the Registrant to indemnify its directors and officers to the fullest extent permitted by law. The limitation of liability does not affect the availability of equitable remedies, such as injunctive relief or rescission. In addition, the Registrant’s bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by applicable law.

     The Registrant has entered into separate indemnification agreements with each of its officers and directors that contain provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements may require the Registrant, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature), to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain director’s and officer’s insurance, if available on reasonable terms.

Item 7. Exemption for Registration Claimed.

     Not applicable.

2

Item 8. Exhibits.

     The following are filed as part of this Registration Statement:

Exhibit No.	Description
4.1	Multilink Technology Corporation 1998 Stock Option Plan (filed herewith)
4.2	Multilink Technology Corporation 1999 Stock Option Plan (filed herewith)
4.3	Multilink Technology Corporation 2000 Stock Incentive Plan (filed herewith)
5.1	Opinion of Davis Polk & Wardwell as to the legality of securities being registered (filed herewith)
23.1	Consent of KPMG LLP (filed herewith)
23.3	Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24	Power of Attorney (Included on signature pages of this Registration Statement)

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the “Securities Act”), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report, pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camarillo, State of California, on the 26th day of August 2003.

VITESSE SEMICONDUCTOR CORPORATION
By:	/s/ Eugene F. Hovanec
	Eugene F. Hovanec
	Vice President, Finance and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Louis R. Tomasetta and Eugene F. Hovanec, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Louis R. Tomasetta	President, Chief Executive Officer and	August 26, 2003
	Director (Principal Executive Officer)
Louis R. Tomasetta
/s/ Eugene F. Hovanec	Vice President of Finance and Chief Financial	August 26, 2003
	Officer (Principal Financial and Accounting
Eugene F. Hovanec	Officer)
/s/ James A. Cole	Director	August 26, 2003
James A. Cole
/s/ John C. Lewis	Director	August 26, 2003
John C. Lewis
	Director	August 26, 2003
Alex Daly
/s/ Vincent Chan	Director	August 26, 2003
Vincent Chan

S-1

EXHIBIT INDEX

Exhibit No.	Description
4.1	Multilink Technology Corporation 1998 Stock Option Plan (filed herewith)
4.2	Multilink Technology Corporation 1999 Stock Option Plan (filed herewith)
4.3	Multilink Technology Corporation 2000 Stock Incentive Plan (filed herewith)
5.1	Opinion of Davis Polk & Wardwell (Counsel to the Registrant) as to the legality of securities
	being registered (filed herewith)
23.1	Consent of KPMG LLP (filed herewith)
23.3	Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24	Power of Attorney (Included on signature pages of this Registration Statement)

EX-4.1

                                                                    EXHIBIT 4.1


                             1998 STOCK OPTION PLAN

                                       OF

                       MULTILINK TECHNOLOGY CORPORATION,

               (as amended on January 27, 1999 and July 10, 2000)

     Section 1.01. Purpose. The purpose of this 1998 Stock Option Plan of
Multilink Technology Corporation (the "Plan") is to promote the growth and
general prosperity of Multilink Technology Corporation, a California
corporation (the "Company"), by permitting the Company to grant options to
purchase shares of the Company's Class A Common Stock ("Shares"). The Plan is
designed to help attract and retain superior personnel for positions of
substantial responsibility with the Company and to provide directors, officers
and key employees with an additional incentive to contribute to the success of
the Company. Options granted pursuant to the provisions of the Plan may be
either "incentive stock options," within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or non-statutory stock
options, as determined by the Plan Administrator and set forth in the stock
option agreements. Options granted under this Plan must be labeled either as an
"Incentive Stock Option" or a "Non-Statutory Stock Option." As used in the
Plan, the terms "parent corporation" and "subsidiary corporation" shall have
the meanings set forth in subsections (e) and (f), respectively, of Section 424
of the Code.

     Section 2.01. Administration. The Plan will be administered by the Board
of Directors of the Company (the "Board of Directors") or, if the Board of
Directors so determines, by a committee appointed by the Board of Directors
from among its members (such committee administering the Plan being hereinafter
referred to as the "Committee"; and the Board of Directors or the Committee
administering the Plan, as the case may be, being hereinafter referred to as
the "Plan Administrator"). If the Board of Directors designates a Committee to
administer the Plan, the Committee (which may include members of the
compensation committee of the Board of Directors, if any) shall be comprised
solely of not less than two members who shall be (i) "disinterested persons"
within the meaning of Rule 16b-3 (or any successor rule) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii)
unless otherwise determined by the Board of Directors, "outside directors"
within the meaning of Section 162(m) of the Code.

     Section 2.02. Authority of Plan Administrator. The Plan Administrator is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make such determinations and interpretations and to take such action in
connection with the Plan and any options granted hereunder as it deems
necessary or advisable. All determinations and interpretations made by the Plan
Administrator shall be binding and conclusive on all participants and their
legal representatives. No member of the Board of the Directors, no member of
the Committee and no employee of the Company shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties in
connection with the administration



of this Plan have been delegated. The Company shall indemnify members of the
Plan Administrator and any agent of the Plan Administrator who is an employee
of the Company, against any and all liabilities or expenses to which they may
be subjected by reason of any act or failure to act with respect to their
duties on behalf of the Plan, except in circumstances involving such person's
bad faith, gross negligence or willful misconduct.

     The Plan Administrator may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable, and
the Plan Administrator, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with respect to any
responsibility the Plan Administrator or such person may have under the Plan.
The Plan Administrator may employ such legal or other counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion or computation received from any such counsel, consultant or
agent. Expenses incurred by the Plan Administrator in the engagement of such
counsel, consultant or agent shall be paid by the Company, or the subsidiary
whose employees have benefited from the Plan as determined by the Plan
Administrator.

     Section 2.03. Terms, Conditions and Method of Grant. The terms and
conditions of options granted under the Plan may differ from one another as the
Plan Administrator, in its absolute discretion, shall determine as long as all
options granted under the Plan satisfy the requirements of the Plan. Whenever
the Plan Administrator shall designate an employee or other individual to
receive an option (the "optionee"), any officer of the Company designated by
the Plan Administrator shall forthwith send notice thereof to the optionee,
stating the number of Shares covered by the option and the price per Share. The
date of notice shall be the date of granting the option to the optionee for all
purposes of the Plan. The notice shall be accompanied by an option agreement
(with a copy of the Plan attached) to be signed by the Company and by the
optionee, which option agreement shall be in the form and shall contain such
provisions consistent with the Plan as the Plan Administrator, acting with the
benefit of legal counsel, shall consider advisable.

     Section 3.01. Maximum Number of Shares Subject to the Plan. Subject to the
provisions of Section 13.01(a), the maximum aggregate number of authorized and
unissued Shares that may be optioned and sold under the Plan is Twenty-Four
Million (24,000,000) Shares. If any of the options granted under the Plan
expire or terminate for any reason before they have been exercised in full, the
unpurchased Shares subject to those expired or terminated options shall again
be available for the purposes of the Plan.

     Section 4.01. Eligibility and Participation. Only full-time, key employees
of the Company or of any subsidiary corporation or any parent corporation shall
be eligible for selection by the Plan Administrator to receive incentive stock
options and full-time, key employees and directors of the Company or of any
subsidiary corporation or any parent corporation shall be eligible to receive
non-statutory stock options. For purposes of this Plan, the phrase "key
employees" shall include officers, department heads, division managers, other
employees having supervisory responsibilities, and those other employees as the
Plan Administrator may specifically designate from time to time.


                                      -2-


     Section 5.01. Effective Date and Term of Plan. The Plan shall become
effective upon its adoption by the Board of Directors of the Company subject to
the receipt of the approval of the Plan required by Section 15.01. The Plan
shall remain in effect for a term of 10 years unless sooner terminated under
Section 14.01.

     Section 5.02. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Plan shall expire on the date determined
by the Plan Administrator, but in no event shall any option granted under the
Plan expire later than (10) years from the date on which the option is granted.
In addition, each option shall be subject to early termination as provided in
the Plan. However, any non-statutory stock option granted to a non-employee
director of the Company or any subsidiary corporation or parent corporation
shall expire five (5) years after the date of grant of such option.

     Section 5.03. Purchase Price. The purchase price for Shares acquired
pursuant to the exercise (in whole or in part) of any incentive stock option
granted under this Plan shall be not less than 100% of the fair market value of
the Shares at the time of the grant. Fair market value shall be determined by
the Plan Administrator on the basis of those factors they deem in good faith to
be appropriate; provided, however, that if at the time the determination is
made the Shares are admitted to trading on a national securities exchange, the
fair market value of the Shares shall be not less than the higher of (a) the
mean between the high bid and asked prices reported for the Shares on that
exchange on the date or most recent trading day preceding the date on which the
option is granted, or (b) the last reported sale price reported for the Shares
on that exchange on the date or most recent trading day preceding the date on
which the option is granted. The phrase "national securities exchange" shall
include the National Association of Securities Dealers Automated Quotation
System and the over-the-counter market.

     Section 5.04. Term and Purchase Price of Incentive Stock Option Granted to
More Than 10% Shareholder. Notwithstanding anything to the contrary in Sections
5.02 and 5.03, if an incentive stock option is to be granted to an employee of
the Company or any subsidiary corporation or parent corporation who at the time
the option is granted owns (or under Section 424(d) of the Code is deemed to
own) more than 10% of the total combined voting power of all classes of stock
of the Company or of any parent corporation or subsidiary corporation, that
option by its terms shall not be exercisable after the expiration of five (5)
years after the date that option is granted, and the purchase price of the
Shares acquired pursuant to the exercise (in whole or in part) of that option
shall be at least 110% of the fair market value (as determined under Section
5.03 by the Plan Administrator) of the Shares subject to the option at the time
the option is granted.

     Section 5.05. Maximum Amount of Options. The maximum aggregate fair market
value (determined as of the time the option is granted) of the Shares with
respect to which incentive stock options are exercisable for the first time by
any optionee in any calendar year under all stock option plans of the Company,
or of any parent corporation or subsidiary corporation of the Company, shall
not exceed $100,000. To the extent that the aggregate fair market value
(determined as of the time the option is granted) of the Shares with respect to
which incentive stock options are exercisable for the first time by any
optionee in any calendar year under all stock option plans of the Company or
any parent corporation or subsidiary


                                      -3-


corporation of the Company exceeds $100,000, such options shall be treated as
non-statutory options.

     Section 6.01. Exercise of Options. Subject to Section 6.03, each option
shall be exercisable in one or more installments prior to its expiration or
termination at such times as determined by the Plan Administrator at the time
of grant; provided, however, that no option may be exercisable by a
non-employee director until six (6) months after the date of the grant. The
right to exercise may be cumulative as determined by the Plan Administrator. No
option may be exercised for a fraction of a Share or other than on a business
day of the Company. The full purchase price of any Shares purchased shall be
paid (i) in cash or by certified or cashier's check payable to the order of the
Company, or by a combination of cash or certified or cashier's check, at the
time of exercise of the option, or (ii) at the discretion of the Plan
Administrator and as permitted by law, by delivering the Company's Shares
already owned by the optionee or a combination of Shares and cash or certified
or cashiers checks.

     Section 6.02. Written Notice Required. Any option granted pursuant to the
terms of the Plan shall be considered exercised when written notice of that
exercise, together with the investment representation described in Section
7.01, has been given to the Company at its principal executive office by the
person entitled to exercise the option and full payment for the Shares with
respect to which the option is exercised has been received by the Company.

     Section 6.03. Vesting of Non-Statutory Stock Options. Non-statutory stock
options granted to non-employee directors of the Company or any subsidiary
corporation or parent corporation will become exercisable as follows: 100%
three (3) months after the date of the grant.

     Section 7.01. Compliance With State and Federal Laws; Delivery of Shares.
No Shares shall be issued with respect to any option granted under the Plan
unless the exercise of that option and the issuance and delivery of the Shares
pursuant to that exercise shall comply with all relevant provisions of state
and federal laws, rules, and regulations, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to that compliance. If
any law, or any regulation of the Securities and Exchange Commission, or of any
other body having jurisdiction, shall require the Company or the optionee to
take any action in connection with the Shares specified in the optionee's
notice, then the date for the delivery of the Shares shall be postponed until
the completion of the necessary action. The Plan Administrator shall require
(to the extent required by or advisable under applicable laws, rules, and
regulations) an optionee to furnish evidence satisfactory to the Company
(including a written and signed representation letter and a consent to be bound
by any transfer restrictions imposed by laws, legend condition, or otherwise)
upon exercise of the option that the Shares to be acquired are being purchased
only for investment and without any present intention to sell or distribute the
Shares in violation of any law, rule, or regulation. Further, each optionee
shall consent to the imposition of a legend on the stock certificate evidencing
the Shares subject to his or her option restricting their transferability as
required by or advisable under applicable laws, rules and regulations.

     Section 8.01. Employment of Optionee. Nothing in the Plan or in any option
granted hereunder shall confer upon any optionee (i) any right to continued
employment by the Company


                                      -4-


or any parent corporation or subsidiary corporation, or limit in any way the
right of the employer at any time to terminate or alter the terms of that
employment or (ii) any right to sue the Company, or any parent corporation or
subsidiary corporation for any adverse tax consequences in connection with the
grant or exercise of any option or the disposition of any Shares acquired
pursuant to this Plan.

     Section 9.01. Option Rights Upon Termination of Employment. If an optionee
ceases to be an employee or a director of the Company or any subsidiary
corporation or parent corporation for any reason other than death or permanent
and total disability (within the meaning of Section 22(e)(3) of the Code), the
optionee's option shall immediately terminate; provided, however, that the Plan
Administrator, in its absolute discretion, may provide at the time of the grant
of an option that the option may be exercised (to the extent it remains
unexercised on the date of termination) at any time within a period of up to
three months following the date of termination, unless either the option or the
Plan otherwise provides for earlier termination but only to the extent that the
optionee is entitled to exercise the option at the date of such termination.
The transfer of an employee from the employ of the Company to any subsidiary
corporation or parent corporation, or vice versa, or from any subsidiary
corporation or parent corporation, to any other subsidiary corporation or
parent corporation shall not be deemed to constitute a cessation of employment
for purposes of this Plan.

     Section 10.01. Option Rights Upon Death or Disability. Except as otherwise
limited by the Plan Administrator at the time of the grant of an option, if an
optionee dies or becomes permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code while an employee or a director of the Company or
any subsidiary corporation or parent corporation, or dies within three months
after ceasing to be an employee or director thereof (provided that the optionee
was entitled to exercise the option at the time of ceasing to be an employee or
director), the optionee's option shall expire one year after the date of death
or the date of permanent and total disability, unless either the option or the
Plan otherwise provides for earlier termination. During this one year (or
shorter) period, the option may be exercised, to the extent that it remains
unexercised on the date of death or on the date of permanent and total
disability, by the optionee, if living, or by the person or persons to whom the
optionee's rights under the option shall pass by will or by the laws of descent
and distribution, but only to the extent that the optionee is entitled to
exercise the option at the date of death or date of permanent and total
disability, as the case may be.

     Section 11.01. No Privileges of Ownership. Notwithstanding the exercise of
any option granted pursuant to the Plan, no optionee shall have any of the
rights or privileges of a shareholder of the Company in respect of any Shares
issuable upon the exercise of the option until the optionee becomes a
shareholder of record.

     Section 12.01. Limited Transferability of Options. During the lifetime of
an optionee, incentive stock options shall be exercisable only by the optionee
and shall not be assignable or transferable other than by will or by the laws
of descent and distribution following the optionee's death. Non-statutory stock
options shall be subject to the same restrictions, except that a non-statutory
stock option may, to the extent permitted by the Plan Administrator, be
assigned in whole or in part during an optionee's lifetime to one or more
members of the optionee's immediate family or to a trust established
exclusively for one or more such family members. The


                                      -5-


terms applicable to the assigned portion shall be the same as those in effect
for the option immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may deem
appropriate.

     Section 13.01. Adjustment to Number and Purchase Price; Acceleration of
Right to Exercise Option; Cancellation of Option. All options granted pursuant
to the Plan shall be adjusted, modified, or canceled in the manner prescribed
by this section.

     (a) If the outstanding Shares of the Company are increased, decreased,
changed into, or exchanged for a different number or kind or Shares or
securities through merger, consolidation, combination, exchange of Shares, or
other reorganization, recapitalization, reclassification, stock dividend, stock
split, or reverse stock split, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of Shares as to which options may
be granted under the Plan. A corresponding adjustment changing the number or
kind of Shares allocated to unexercised options or portions thereof that were
granted prior to any such change shall likewise be made. Any adjustments made
pursuant to this Section 13.01 in outstanding options shall be made without
change in the aggregate purchase price applicable to the unexercised portion of
the option, but with a corresponding adjustment in the price for each Share or
other unit of any security covered by the option. With respect to incentive
stock options, the adjustments described in this section 13.01(a) shall be made
in accordance with Section 424 of the Code.

     (b) Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger, or consolidation of the Company with
one or more other corporations in which the Company is not the surviving
corporation, or of the transfer of substantially all of the assets or Shares of
the Company to another corporation, the Plan and any option theretofore granted
hereunder shall terminate. In the event of such dissolution, liquidation,
reorganization, merger, consolidation, transfer of assets, or transfer of
stock, each optionee (or that person's estate or a person who acquired the
right to exercise the option from the optionee by bequest or inheritance) shall
be entitled, prior to the effective date of the consummation of any such
transaction, to purchase, in whole or in part, the full number of Shares under
the option or options granted to the optionee that the optionee would otherwise
have been entitled to purchase during the remaining term of the option and
without regard to any otherwise applicable restrictions set forth in the option
delaying the immediate exercise of the option. To the extent that any such
exercise relates to stock that is not otherwise available for purchase through
the exercise of the option by the optionee at that time, the exercise pursuant
to this Section 13.01(b) shall be contingent upon the consummation of that
dissolution, liquidation, reorganization, merger, consolidation, sale, or
transfer of assets or stock.

     (c) Notwithstanding the foregoing, in the event of a complete liquidation
of a subsidiary corporation or parent corporation, or in the event that such
corporation ceases to be a subsidiary corporation or parent corporation, any
unexercised options theretofore granted to an employee of such subsidiary
corporation or parent corporation, respectively, shall be deemed canceled
unless the employee shall become employed by the Company or by any other
subsidiary corporation or parent corporation, respectively, on the occurrence
of any such event


                                      -6-


     Section 14.01. Termination and Amendment of Plan. The Plan shall terminate
ten (10) years from the effective date of the Plan (as determined under Section
5.01), and no options shall be granted under the Plan after that date;
provided, however, that termination of the Plan shall not terminate any option
granted prior thereto, and options granted prior to termination of the Plan and
existing at the time of termination of the Plan shall continue to be subject to
all the terms and conditions of the Plan as if the Plan had not terminated.
Subject to the limitation contained in Section 14.02, the Plan Administrator
may at any time amend or revise the terms of the Plan (including the form and
substance of the option agreements to be used hereunder), provided that no
amendment or revision shall (a) increase the maximum aggregate number of Shares
provided for in Section 3.01 that may be sold pursuant to options granted under
the Plan except as required under the provisions of Section 13.01(a), (b)
permit the granting of an option to anyone other than as provided in Section
4.01, (c) increase the maximum term provided for in Sections 5.02 and 5.04 of
any option, or (d) change the minimum purchase price for the Shares under
Sections 5.03 and 5.04, unless approved by the written consent of the
shareholders, or by the affirmative vote, in person or by proxy, of a majority
of the outstanding voting stock of the Company at a duly held shareholders'
meeting.

     Section 14.02. Prior Rights and Obligations. No amendment, suspension, or
termination of the Plan shall, without the consent of the optionee, alter or
impair any of that optionee's rights or obligations under any option granted
under the Plan prior to that amendment, suspension, or termination.

     Section 15.01. Approval of Shareholders. Within 12 months after its
adoption by the Board of Directors of the Company, the Plan must be approved by
the unanimous written consent of the shareholders, or by the affirmative vote,
in person or by proxy, of a majority of the outstanding voting stock of the
Company at a duly held shareholders' meeting. Options may be granted under the
Plan prior to obtaining shareholder approval, but those options shall be
contingent upon shareholder approval being obtained and may not be exercised
prior to the receipt of shareholder approval.

     Section 16.01. Reservation of Shares. During the term of the Plan, the
Company will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan. In addition, the
Company will from time to time, as is necessary to accomplish the purposes of
the Plan, seek to obtain from any regulatory agency having jurisdiction any
requisite authority in order to grant options under the Plan and to issue and
sell Shares hereunder.

     Section 17.01. Tax Withholding. The Company may make such provisions as it
may deem appropriate for the withholding of any state or federal taxes which
the Company determines is advisable to withhold in connection with any option
or any other right, payment or settlement made under this Plan. The exercise of
the option shall not be effective unless such withholding shall have been
effected or obtained in a manner acceptable to the Company, including, but not
limited to, requiring the optionee to remit to the Company an amount sufficient
to satisfy any federal, state and/or local tax withholding requirements.

     Section 18.01. Sections-Headings. The headings of the sections of the Plan
are for convenience only and shall not be considered or referred to in
resolving questions of


                                      -7-


interpretation. References to "Section" that are not followed by a section
number and the phrase "of the Code" are references to sections of the Plan.

     Section 19.01. Governing Law. The Plan shall be governed by and construed
and interpreted in accordance with the internal laws of the State of
California, except to the extent preempted by federal law, which shall govern
to such extent.

     Section 20.01. Invalid Provision. In the event that any provision of this
Plan is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability shall not be construed as rendering
any other provisions contained herein invalid or unenforceable, and all such
other provisions shall be given full force and effect to the same extent as
though the invalid or unenforceable provision was not contained herein.

     Section 21.01. Adoption. The Plan was adopted by a resolution duly adopted
by the Board of Directors of the Company on June 5, 1998. The first amendment
to the Plan was adopted by a resolution duly adopted by the Board of Directors
of the Company on January 27, 1999. The second amendment to the Plan was
adopted by a resolution duly adopted by the Board of Directors of the Company
on July 10, 2000.





                                      -8-

EX-4.2

                                                                    EXHIBIT 4.2


                             1999 STOCK OPTION PLAN

                                       OF

                        MULTILINK TECHNOLOGY CORPORATION

       (as amended on September 15, 1999, July 10, 2000, August 31, 2000
                             and January 30, 2001)

     Section 1.01. Purpose. The purpose of this 1999 Stock Option Plan of
Multilink Technology Corporation (the "Plan") is to promote the growth and
general prosperity of Multilink Technology Corporation, a California
corporation (the "Company"), by permitting the Company to grant options to
purchase shares of the Company's Class A Common Stock ("Shares"). The Plan is
designed to help attract and retain superior personnel for positions of
substantial responsibility with the Company and to provide directors, officers,
employees and consultants with an additional incentive to contribute to the
success of the Company. Options granted pursuant to the provisions of the Plan
may be either "incentive stock options," within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), or non-statutory
stock options, as determined by the Plan Administrator and set forth in the
stock option agreements. Options granted under this Plan must be labeled either
as an "Incentive Stock Option" or a "Non-Statutory Stock Option." As used in
the Plan, the terms "parent corporation" and "subsidiary corporation" shall
have the meanings set forth in subsections (e) and (f), respectively, of
Section 424 of the Code.

     Section 2.01. Administration. The Plan will be administered by the Board
of Directors of the Company (the "Board of Directors") or, if the Board of
Directors so determines, by a committee appointed by the Board of Directors
from among its members (such committee administering the Plan being hereinafter
referred to as the "Committee"; and the Board of Directors or the Committee
administering the Plan, as the case may be, being hereinafter referred to as
the "Plan Administrator"). If the Board of Directors designates a Committee to
administer the Plan, the Committee (which may include members of the
compensation committee of the Board of Directors, if any) shall be comprised
solely of not less than two members who shall be (i) "disinterested persons"
within the meaning of Rule 16b-3 (or any successor rule) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii)
unless otherwise determined by the Board of Directors, "outside directors"
within the meaning of Section 162(m) of the Code.

     Section 2.02. Authority of Plan Administrator. The Plan Administrator is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make such determinations and interpretations and to take such action in
connection with the Plan and any options granted hereunder as it deems
necessary or advisable. All determinations and interpretations made by the Plan
Administrator shall be binding and conclusive on all participants and their
legal representatives. No member of the Board of the Directors, no member of
the Committee and no employee of the Company shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties in
connection with the administration



of this Plan have been delegated. In addition to any other rights of
indemnification as they may have as members of the Board of Directors or
officers or employees of the Company, the Company shall indemnify members of
the Plan Administrator and any agent of the Plan Administrator who is an
employee of the Company, against any and all liabilities or expenses, including
reasonable attorneys' fees, to which they may be subjected by reason of any act
or failure to act with respect to their duties on behalf of the Plan, or any
right granted hereunder, except in circumstances involving such person's bad
faith, gross negligence or willful misconduct.

     The Plan Administrator may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable, and
the Plan Administrator, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with respect to any
responsibility the Plan Administrator or such person may have under the Plan.
The Plan Administrator may employ such legal or other counsel, consultants and
agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion or computation received from any such counsel, consultant or
agent. Expenses incurred by the Plan Administrator in the engagement of such
counsel, consultant or agent shall be paid by the Company, or the subsidiary
whose employees have benefited from the Plan as determined by the Plan
Administrator.

     Section 2.03. Terms, Conditions and Method of Grant. The terms and
conditions of options granted under the Plan may differ from one another as the
Plan Administrator, in its absolute discretion, shall determine as long as all
options granted under the Plan satisfy the requirements of the Plan. Whenever
the Plan Administrator shall designate an employee or other individual to
receive an option (the "optionee"), any officer of the Company designated by
the Plan Administrator shall forthwith send notice thereof to the optionee,
stating the number of Shares covered by the option and the price per Share. The
date of notice shall be the date of granting the option to the optionee for all
purposes of the Plan. The notice shall be accompanied by an option agreement
(with a copy of the Plan attached) to be signed by the Company and by the
optionee, which option agreement shall be in the form and shall contain such
provisions consistent with the Plan as the Plan Administrator, acting with the
benefit of legal counsel, shall consider advisable.

     Section 3.01. Maximum Number of Shares Subject to the Plan. Subject to the
provisions of Section 13.01(a), the maximum aggregate number of authorized and
unissued Shares that may be optioned and sold under the Plan is Twenty-One
Million (21,000,000) Shares. If any of the options granted under the Plan
expire or terminate for any reason before they have been exercised in full, the
unpurchased Shares subject to those expired or terminated options shall again
be available for the purposes of the Plan. Notwithstanding the foregoing, at
any such time as the offer and sale of Shares pursuant to the Plan is subject
to compliance with Section 260.140.45 of Title 10 of the California Code of
Regulations, the total number of Shares issuable upon the exercise of all
outstanding options (together with options outstanding under any other stock
option plan of the Company) and the total number of shares provided for under
any stock bonus or similar plan of the Company shall not exceed thirty percent
(30%) of the then outstanding shares of the Company as calculated in accordance
with the conditions and exclusions of Section 260.140.45, unless a higher
percentage than thirty percent (30%) is approved by at least two-thirds of the
outstanding shares entitled to vote.


                                      -2-


     Section 4.01. Eligibility and Participation. Only full-time employees of
the Company or of any subsidiary corporation or any parent corporation shall be
eligible for selection by the Plan Administrator to receive incentive stock
options and directors, consultants and full-time employees of the Company or of
any subsidiary corporation or any parent corporation shall be eligible to
receive non-statutory stock options.

     Section 5.01. Effective Date and Term of Plan. The Plan shall become
effective upon its adoption by the Board of Directors of the Company subject to
the receipt of the approval of the Plan required by Section 15.01. The Plan
shall remain in effect for a term of 10 years, unless sooner terminated under
Section 14.01.

     Section 5.02. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of the Plan shall expire on the date determined
by the Plan Administrator, but in no event shall any option granted under the
Plan expire later than the (10) years from the date on which the option is
granted. In addition, each option shall be subject to early termination as
provided in the Plan.

     Section 5.03. Purchase Price. The purchase price for Shares acquired
pursuant to the exercise (in whole or in part) of any incentive stock option
granted under this Plan shall be not less than 100% of the fair market value of
the Shares at the time of the grant. Fair market value shall be determined by
the Plan Administrator on the basis of those factors they deem in good faith to
be appropriate; provided, however, that if at the time the determination is
made the Shares are admitted to trading on a national securities exchange, the
fair market value of the Shares shall be not less than the higher of (a) the
mean between the high bid and asked prices reported for the Shares on that
exchange on the date or most recent trading day preceding the date on which the
option is granted, or (b) the last reported sale price reported for the Shares
on that exchange on the date or most recent trading day preceding the date on
which the option is granted. The phrase "national securities exchange" shall
include the National Association of Securities Dealers Automated Quotation
System and the over-the-counter market, or such other national or regional
securities exchange or market system constituting the primary market for the
Shares.

     Section 5.04. Term and Purchase Price of Incentive Stock Option Granted to
More Than 10% Shareholder. Notwithstanding anything to the contrary in Sections
5.02 and 5.03, (a) if an incentive stock option is to be granted to an employee
of the Company or any subsidiary corporation or parent corporation who at the
time the option is granted owns (or under Section 424(d) of the Code is deemed
to own) more than 10% of the total combined voting power of all classes of
stock of the Company or of any parent corporation or subsidiary corporation,
that option by its terms shall not be exercisable after the expiration of five
(5) years after the date that option is granted, and the purchase price of the
Shares acquired pursuant to the exercise (in whole or in part) of that option
shall be at least 110% of the fair market value (as determined under Section
5.03 by the Plan Administrator) of the Shares subject to the option at the time
the option is granted, and (b) if a non-statutory stock option is to be granted
to an employee, director or consultant of the Company or any subsidiary
corporation or parent corporation who at the time the option is granted owns
more than 10% of the total combined voting power of all classes of stock of the
Company or of any parent corporation or subsidiary corporation, the purchase
price of the Shares acquired pursuant to the exercise (in whole or in part) of
that option shall be


                                      -3-


at least 110% of the fair market value (as determined under Section 5.03 by the
Plan Administrator) of the Shares subject to the option at the time the option
is granted.

     Section 5.05. Maximum Amount of Options. The maximum aggregate fair market
value (determined as of the time the option is granted) of the Shares with
respect to which incentive stock options are exercisable for the first time by
any optionee in any calendar year under all stock option plans of the Company,
or of any parent corporation or subsidiary corporation of the Company, shall
not exceed $100,000. To the extent that the aggregate fair market value
(determined as of the time the option is granted) of the Shares with respect to
which incentive stock options are exercisable for the first time by any
optionee in any calendar year under all stock option plans of the Company or
any parent corporation or subsidiary corporation of the Company exceeds
$100,000, such options shall be treated as non-statutory options.

     Section 6.01. Exercise of Options. Subject to Section 6.03, each option
shall be exercisable in one or more installments prior to its expiration or
termination at such times as determined by the Plan Administrator at the time
of grant; provided, however, that no option may be exercisable by a
non-employee director until six (6) months after the date of the grant and,
with the exception of an option granted to an officer, director or consultant,
no option shall become exercisable at a rate of less than twenty percent (20%)
per year over a period of five (5) years from the effective date of grant of
such option, subject to the optionee's continued employment by the Company. The
right to exercise may be cumulative as determined by the Plan Administrator. No
option may be exercised for a fraction of a Share or other than on a business
day of the Company. The full purchase price of any Shares purchased shall be
paid at the time of the exercise of the option in cash or by certified or
cashier's check payable to the order of the Company. The purchase price may
also be paid, at the sole discretion of the Company and as permitted by
applicable law, (i) by delivering Shares already owned by the optionee having a
fair market value (as determined by the Plan Administrator) equal to an amount
not less than the aggregate purchase price of the Shares being purchased, (ii)
by the optionee's promissory note in a form approved by the Company, (iii) by
the assignment of the proceeds of a sale or a loan with respect to some or all
of the Shares being acquired upon the exercise of the option, and (iv) any
combination of the foregoing as determined by the Plan Administrator with
respect to the Option Shares to be purchased.

     Unless otherwise provided by the Plan Administrator, an option may not be
exercised by delivery to the Company of the Company's Shares owned by the
optionee unless such Shares either have been owned by the optionee for more
than six (6) months or were not acquired, directly or indirectly, from the
Company.

     Any permitted promissory note shall be on such terms as the Plan
Administrator shall determine at the time the option is granted. The Plan
Administrator shall have the authority to permit or require the optionee to
secure any promissory note used to exercise an option with the Shares acquired
upon the exercise of the option or with other collateral acceptable to the
Company and the amount of the promissory note shall not exceed the exercise
price of the Shares with respect to which the option is being exercised plus
applicable local, state, federal and foreign taxes attributable to such
exercise. Unless otherwise provided by the Board, if the Company at any time is
subject to the regulations promulgated by the Board of Governors of the Federal
Reserve System or any other governmental entity affecting the extension of
credit in


                                      -4-


connection with the Company's securities, any promissory note shall comply with
such applicable regulations, and the optionee shall pay the unpaid principal
and accrued interest, if any, to the extent necessary to comply with such
applicable regulations.

     Section 6.02. Written Notice Required. Any option granted pursuant to the
terms of the Plan shall be considered exercised when written notice of that
exercise, together with the investment representation described in Section
7.01, has been given to the Company at its principal executive office by the
person entitled to exercise the option and full payment for the Shares with
respect to which the option is exercised has been received by the Company.

     Section 6.03. Vesting of Non-Statutory Stock Options. Non-statutory stock
options granted to non-employee directors of the Company or any subsidiary
corporation or parent corporation will become exercisable as follows: 100%
three (3) months after the date of the grant.

     Section 7.01. Compliance With State and Federal Laws; Delivery of Shares.
No Shares shall be issued with respect to any option granted under the Plan
unless the exercise of that option and the issuance and delivery of the Shares
pursuant to that exercise shall comply with all relevant provisions of state
and federal laws, rules, and regulations, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to that compliance. If
any law, or any regulation of the Securities and Exchange Commission, or of any
other body having jurisdiction, shall require the Company or the optionee to
take any action in connection with the Shares specified in the optionee's
notice, then the date for the delivery of the Shares shall be postponed until
the completion of the necessary action. The Plan Administrator shall require
(to the extent required by or advisable under applicable laws, rules, and
regulations) an optionee to furnish evidence satisfactory to the Company
(including a written and signed representation letter and a consent to be bound
by any transfer restrictions imposed by laws, legend condition, or otherwise)
upon exercise of the option that the Shares to be acquired are being purchased
only for investment and without any present intention to sell or distribute the
Shares in violation of any law, rule, or regulation. Further, each optionee
shall consent to the imposition of a legend on the stock certificate evidencing
the Shares subject to his or her option restricting their transferability as
required by or advisable under applicable laws, rules and regulations.

     Section 7.02. Transfer Restrictions. Shares issued under the Plan may be
subject to a right of first refusal or other conditions and restrictions as
determined by the Plan Administrator in its sole discretion at the time the
option is granted. Upon request by the Company, each optionee shall execute any
agreement evidencing such transfer restrictions prior to the receipt of Shares
hereunder and shall promptly present to the Company any and all certificates
representing Shares acquired hereunder for the placement on such certificates
of appropriate legends evidencing such transfer restrictions.

     Section 8.01. Employment of Optionee. Nothing in the Plan or in any option
granted hereunder shall confer upon any optionee (i) any right to continued
employment by the Company or any parent corporation or subsidiary corporation,
or limit in any way the right of the employer at any time to terminate or alter
the terms of that employment or (ii) any right to sue the Company, or any
parent corporation or subsidiary corporation for any adverse tax consequences


                                      -5-


in connection with the grant or exercise of any option or the disposition of
any Shares acquired pursuant to this Plan.

     Section 9.01. Option Rights Upon Termination of Employment. If an optionee
ceases to be an employee or a director of the Company or any subsidiary
corporation or parent corporation for any reason other than death or permanent
and total disability (within the meaning of Section 22(e)(3) of the Code), the
optionee's option shall immediately terminate; provided, however, that the Plan
Administrator, in its absolute discretion, may provide at the time of the grant
of an option that the option may be exercised (to the extent it remains
unexercised on the date of termination) at any time within a period of up to
three months following the date of termination, unless either the option or the
Plan otherwise provides for earlier termination but only to the extent that the
optionee is entitled to exercise the option at the date of such termination.
The transfer of an employee from the employ of the Company to any subsidiary
corporation or parent corporation, or vice versa, or from any subsidiary
corporation or parent corporation, to any other subsidiary corporation or
parent corporation shall not be deemed to constitute a cessation of employment
for purposes of this Plan.

     Section 10.01. Option Rights Upon Death or Disability. Except as otherwise
limited by the Plan Administrator at the time of the grant of an option, if an
optionee dies or becomes permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code while an employee or a director of the Company or
any subsidiary corporation or parent corporation, or dies within three months
after ceasing to be an employee or director thereof (provided that the optionee
was entitled to exercise the option at the time of ceasing to be an employee or
director), the optionee's option shall expire one year after the date of death
or the date of permanent and total disability, unless either the option or the
Plan otherwise provides for earlier termination. During this one year (or
shorter) period, the option may be exercised, to the extent that it remains
unexercised on the date of death or on the date of permanent and total
disability, by the optionee, if living, or by the person or persons to whom the
optionee's rights under the option shall pass by will or by the laws of descent
and distribution, but only to the extent that the optionee is entitled to
exercise the option at the date of death or date of permanent and total
disability, as the case may be.

     Section 11.01. No Privileges of Ownership. Notwithstanding the exercise of
any option granted pursuant to the Plan, no optionee shall have any of the
rights or privileges of a shareholder of the Company in respect of any Shares
issuable upon the exercise of the option until the optionee becomes a
shareholder of record.

     Section 12.01. Limited Transferability of Options. During the lifetime of
an optionee, incentive stock options shall be exercisable only by the optionee
and shall not be assignable or transferable other than by will or by the laws
of descent and distribution following the optionee's death. Non-statutory stock
options shall be subject to the same restrictions, except that a non-statutory
stock option may, to the extent permitted by the Plan Administrator, be
assigned in whole or in part during an optionee's lifetime to one or more
members of the optionee's immediate family or to a trust established
exclusively for one or more such family members. The terms applicable to the
assigned portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such documents
issued to the assignee as the Plan Administrator may deem appropriate.


                                      -6-


     Section 13.01. Adjustment to Number and Purchase Price; Acceleration of
Right to Exercise Option; Cancellation of Option. All options granted pursuant
to the Plan shall be adjusted, modified, or canceled in the manner prescribed
by this section.

     (a) If the outstanding Shares of the Company are increased, decreased,
changed into, or exchanged for a different number or kind or Shares or
securities through merger, consolidation, combination, exchange of Shares, or
other reorganization, recapitalization, reclassification, stock dividend, stock
split, or reverse stock split, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of Shares as to which options may
be granted under the Plan. A corresponding adjustment changing the number or
kind of Shares allocated to unexercised options or portions thereof that were
granted prior to any such change shall likewise be made. Any adjustments made
pursuant to this Section 13.01 in outstanding options shall be made without
change in the aggregate purchase price applicable to the unexercised portion of
the option, but with a corresponding adjustment in the price for each Share or
other unit of any security covered by the option. With respect to incentive
stock options, the adjustments described in this section 13.01(a) shall be made
in accordance with Section 424 of the Code. The adjustments determined by the
Plan Administrator pursuant to this Section 13.01(a) shall be final, binding
and conclusive.

     (b) For purposes of the Plan, a "Change of Control" shall be deemed to
have occurred upon any of the following events:

          (i) following the date hereof, a person or entity or group of persons
or entities, acting in concert, shall become the direct or indirect beneficial
owner (within the meaning of Rule 13d-3 of the Exchange Act) of securities of
the Company representing fifty percent (50%) or more of the combined voting
power of the issued and outstanding capital stock of the Company (a
"Significant Owner"), unless such shares are originally issued to such
Significant Owner by the Company;

          (ii) the majority of the Company's Board of Directors is no longer
comprised of (A) the incumbent directors who constitute the Board of Directors
on the date hereof and (B) any other individual(s) who becomes a director
subsequent to the date hereof whose initial election or nomination for election
as a director, as the case may be, was approved by at least a majority of the
directors who comprised the incumbent directors as of the date of such election
or nomination;

          (iii) the dissolution or liquidation of the Company;

          (iv) the transfer of all or substantially all of the assets of the
Company to another entity;

          (v) the approval by the shareholders of the Company of any
reorganization, merger, or consolidation of the Company with or into one or
more other entities in which the Company is not the surviving corporation, or
which would result in the occurrence of any event described above in this
Section 13.01(b).

     Upon any Change of Control, the Plan and any option theretofore granted
hereunder shall terminate. Upon such Change of Control, each optionee (or that
person's estate or a person who


                                      -7-


acquired the right to exercise the option from the optionee by bequest or
inheritance) shall be entitled, prior to the effective date of the consummation
of the Change of Control (or in the case of subsection (v) above, the
consummation of the transaction underlying the Change of Control), to purchase,
in whole or in part, the full number of Shares under the option or options
granted to the optionee that the optionee would otherwise have been entitled to
purchase during the remaining term of the option and without regard to any
otherwise applicable restrictions set forth in the option delaying the
immediate exercise of the option. To the extent that any such exercise relates
to stock that is not otherwise available for purchase through the exercise of
the option by the optionee at that time, the exercise pursuant to this Section
13.01(b) shall be contingent upon the consummation of the Change of Control.
Notwithstanding the foregoing, the Plan and any option theretofore granted
hereunder shall not immediately terminate upon a Change in Control under
subsections (iv) or (v) above in which the acquiring entity agrees to either
(A) assume, and does assume upon the consummation of the transaction underlying
the Change of Control, each option theretofore granted hereunder which has not
otherwise expired by its terms or been terminated (the "Assumed Options"), or
(B) tender, and does tender upon the consummation of the transaction underlying
the Change of Control, an economically equivalent substitute option, award or
arrangement for each option theretofore granted hereunder which has not
otherwise expired by its terms or been terminated (together with the Assumed
Options, the "Acquiror Options") (an "Assumed Change of Control"). In the event
of an Assumed Change of Control, each optionee (or that person's estate or a
person who acquired the right to exercise the Acquiror Options from the
optionee by bequest or inheritance) shall be entitled after the earlier of (A)
the date that is six (6) months following the date of such Assumed Change of
Control, or (B) the date the optionee's employment is terminated without cause
after or as a result of a Change of Control under subsections (iv) or (v)
above, to purchase, in whole or in part, the full number of shares of capital
stock under the Acquiror Options that the optionee would otherwise have been
entitled to purchase during the remaining term of such Acquiror Options, and
without regard to any otherwise applicable restrictions set forth in the
Acquiror Options delaying the immediate exercise of the Acquiror Options.

     (c) Notwithstanding the foregoing, in the event of a complete liquidation
of a subsidiary corporation or parent corporation, or in the event that such
corporation ceases to be a subsidiary corporation or parent corporation, any
unexercised options theretofore granted to an employee of such subsidiary
corporation or parent corporation, respectively, shall be deemed canceled
unless the employee shall become employed by the Company or by any other
subsidiary corporation or parent corporation, respectively, on the occurrence
of any such event.

     Section 14.01. Termination and Amendment of Plan. The Plan shall terminate
ten (10) years from the effective date of the Plan (as determined under Section
5.01), and no options shall be granted under the Plan after that date;
provided, however, that termination of the Plan shall not terminate any option
granted prior thereto, and options granted prior to termination of the Plan and
existing at the time of termination of the Plan shall continue to be subject to
all the terms and conditions of the Plan as if the Plan had not terminated.
Subject to the limitation contained in Section 14.02, the Plan Administrator
may at any time amend or revise the terms of the Plan (including the form and
substance of the option agreements to be used hereunder), provided that no
amendment or revision shall (a) increase the maximum aggregate number of Shares
provided for in Section 3.01 that may be sold pursuant to options granted under
the Plan except as required under the provisions of Section 13.01(a), (b)
permit the granting of an option


                                      -8-


to anyone other than as provided in Section 4.01, (c) increase the maximum term
provided for in Sections 5.02 and 5.04 of any option, or (d) change the minimum
purchase price for the Shares under Sections 5.03 and 5.04, unless approved by
the written consent of the shareholders, or by the affirmative vote, in person
or by proxy, of a majority of the outstanding voting stock of the Company at a
duly held shareholders' meeting.

     Section 14.02. Prior Rights and Obligations. No amendment, suspension, or
termination of the Plan shall, without the consent of the optionee, alter or
impair any of that optionee's right or obligations under any option granted
under the Plan prior to that amendment, suspension, or termination.

     Section 15.01. Approval of Shareholders. Within 12 months after its
adoption by the Board of Directors of the Company, the Plan must be approved by
the unanimous written consent of the shareholders, or by the affirmative vote,
in person or by proxy, of a majority of the outstanding voting stock of the
Company at a duly held shareholders' meeting. Options may be granted under the
Plan prior to obtaining shareholder approval, but those options shall be
contingent upon shareholder approval being obtained and may not be exercised
prior to the receipt of shareholder approval.

     Section 16.01. Reservation of Shares. During the term of the Plan, the
Company will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan. In addition, the
Company will from time to time, as is necessary to accomplish the purposes of
the Plan, seek to obtain from any regulatory agency having jurisdiction any
requisite authority in order to grant options under the Plan and to issue and
sell Shares hereunder.

     Section 17.01. Tax Withholding. The Company may make such provisions as it
may deem appropriate for the withholding of any state or federal taxes which
the Company determines is advisable to withhold in connection with any option
or any other right, payment or settlement made under this Plan. The exercise of
the option shall not be effective unless such withholding shall have been
effected or obtained in a manner acceptable to the Company, including, but not
limited to, requiring the optionee to remit to the Company an amount sufficient
to satisfy any federal, state and/or local tax withholding requirements.

     Section 18.01. Provision of Information. At least annually, copies of the
Company's financial statements for the just completed fiscal year shall be made
available to each optionee and purchaser of Shares upon the exercise of an
option. The Company shall not be required to provide such information to
persons whose duties in connection with the Company assure them access to
equivalent information.

     Section 19.01. Sections-Headings. The headings of the sections of the Plan
are for convenience only and shall not be considered or referred to in
resolving questions of interpretation. References to "Section" that are not
followed by a section number and the phrase "of the Code" are references to
sections of the Plan.


                                      -9-


     Section 19.02. Governing Law. The Plan shall be governed by and construed
and interpreted in accordance with the internal laws of the State of
California, except to the extent preempted by federal law, which shall govern
to such extent.

     Section 19.03. Invalid Provision. In the event that any provision of this
Plan is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability shall not be construed as rendering
any other provisions contained herein invalid or unenforceable, and all such
other provisions shall be given full force and effect to the same extent as
though the invalid or unenforceable provision was not contained herein.

     Section 19.04. Adoption. The Plan was adopted by a resolution duly adopted
by the Board of Directors of the Company on June 2, 1999. The first amendment
was adopted by a resolution duly adopted by the Board of Directors on September
15, 1999. The second amendment was adopted by a resolution duly adopted by the
Board of Directors on July 10, 2000. The third amendment was adopted by a
resolution duly adopted by the Board of Directors on August 31, 2000. The
fourth amendment was adopted by a resolution duly adopted by the Board of
Directors on January 30, 2001





                                     -10-

EX-4.3

                                                                    EXHIBIT 4.3


                        MULTILINK TECHNOLOGY CORPORATION

                           2000 STOCK INCENTIVE PLAN

              (as Amended on January 30, 2001, February 28, 2001,
            December 13, 2001, August 6, 2002 and September 6, 2002)

                                  ARTICLE ONE

                               GENERAL PROVISIONS

I.   PURPOSE OF THE PLAN

     This 2000 Stock Incentive Plan is intended to promote the interests of
Multilink Technology Corporation, a California corporation, by providing
eligible persons in the Corporation's Service with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in such Service.

     Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.

     All share numbers reflect (i) the ten-for-one split of the Common Stock
which was effected on June 22, 2000 through the payment of a dividend of nine
additional shares of Common Stock for every share of Common Stock outstanding
on June 22, 2000 and (ii) the one-for-ten reverse split of the Common Stock,
which was effected on September 6, 2002.

II.  STRUCTURE OF THE PLAN

     A. The Plan shall be divided into five separate equity incentive programs:

          - the Discretionary Option Grant Program under which eligible persons
may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Common Stock,

          - the Salary Investment Option Grant Program under which eligible
employees may elect to have a portion of their base salary invested each year
in special option grants,

          - the Stock Issuance Program under which eligible persons may, at the
discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a bonus
for services rendered the Corporation (or any Parent or Subsidiary),

          - the Automatic Option Grant Program under which eligible
non-employee Board members shall automatically receive option grants at
designated intervals over their period of continued Board Service, and



          - the Director Fee Option Grant Program under which non-employee
Board members may elect to have all or any portion of their annual retainer fee
otherwise payable in cash applied to a special stock option grant.

     B. The provisions of Articles One and Seven shall apply to all equity
incentive programs under the Plan and shall govern the interests of all persons
under the Plan.

III. ADMINISTRATION OF THE PLAN

     A. The Primary Committee shall have sole and exclusive authority to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to Section 16 Insiders. Administration of the Discretionary Option
Grant and Stock Issuance Programs with respect to all other persons eligible to
participate in those programs may, at the Board's discretion, be vested in the
Primary Committee or a Secondary Committee, or the Board may retain the power
to administer those programs with respect to all such persons. However, any
discretionary option grants or stock issuances to members of the Primary
Committee must be authorized and approved by a disinterested majority of the
Board.

     B. Members of the Primary Committee or any Secondary Committee shall serve
for such period of time as the Board may determine and may be removed by the
Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

     C. Each Plan Administrator shall, within the scope of its administrative
functions under the Plan, have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Discretionary Option Grant and
Stock Issuance Programs and to make such determinations under, and issue such
interpretations of, the provisions of those programs and any outstanding
options or stock issuances thereunder as it may deem necessary or advisable.
Decisions of the Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties who have an
interest in the Discretionary Option Grant and Stock Issuance Programs under
its jurisdiction or any stock option or stock issuance thereunder.

     D. The Primary Committee shall have the sole and exclusive authority to
determine which Section 16 Insiders and other highly compensated Employees
shall be eligible for participation in the Salary Investment Option Grant
Program for one or more calendar years. However, all option grants under the
Salary Investment Option Grant Program shall be made in accordance with the
express terms of that program, and the Primary Committee shall not exercise any
discretionary functions with respect to the option grants made under that
program.

     E. Service on the Primary Committee or a Secondary Committee shall
constitute Service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any option grants or stock issuances under
the Plan.


                                      -2-


     F. Administration of the Automatic Option Grant and Director Fee Option
Grant Programs shall be self-executing in accordance with the terms of those
programs, and no Plan Administrator shall exercise any discretionary functions
with respect to any option grants or stock issuances made under those programs.

IV.  ELIGIBILITY

     A. The persons eligible to participate in the Discretionary Option Grant
and Stock Issuance Programs are as follows:

          (i) Employees,

          (ii) non-employee members of the Board or the board of directors of
     any Parent or Subsidiary, and

          (iii) consultants and other independent advisors who provide services
     to the Corporation (or any Parent or Subsidiary).

     B. Only Employees who are Section 16 Insiders or other highly compensated
individuals shall be eligible to participate in the Salary Investment Option
Grant Program.

     C. Each Plan Administrator shall, within the scope of its administrative
jurisdiction under the Plan, have full authority to determine, (i) with respect
to the option grants under the Discretionary Option Grant Program, which
eligible persons are to receive such grants, the time or times when those
grants are to be made, the number of shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive such issuances, the time or times when the issuances are
to be made, the number of shares to be issued to each Participant, the vesting
schedule (if any) applicable to the issued shares and the consideration for
such shares.

     D. The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

     E. The individuals who shall be eligible to participate in the Automatic
Option Grant Program shall be limited to (i) those individuals who first become
non-employee Board members after the Underwriting Date, whether through
appointment by the Board or election by the Corporation's shareholders, and
(ii) those individuals who continue to serve as non-employee Board members at
one or more Annual Shareholders Meetings held after the Underwriting Date,
including any individuals who first became non-employee Board members prior to
such Underwriting Date. A non-employee Board member who has previously been in
the employ of the Corporation (or any Parent or Subsidiary) shall not be
eligible to receive an option grant under the Automatic Option Grant Program at
the time he or she first becomes a non-employee Board member, but shall be
eligible to receive periodic option grants under the Automatic Option Grant
Program while he or she continues to serve as a non-employee Board member.


                                      -3-


     F. All non-employee Board members shall be eligible to participate in the
Director Fee Option Grant Program.

V.   STOCK SUBJECT TO THE PLAN

     A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall not exceed 4,928,660
shares. Such authorized reserve consists of (i) the number of shares which
remain available for issuance, as of the Plan Effective Date, under the
Predecessor Plans (4,500,000 shares), including the shares subject to the
outstanding options to be incorporated into the Plan and the additional shares
which would otherwise be available for future grants, plus (ii) an increase of
428,660 shares authorized by the Board but subject to shareholder approval
prior to the Section 12 Registration Date.

     B. The number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan, beginning with calendar year 2002,
by an amount equal to four percent (4%) of the total number of shares of Class
A and Class B Common Stock outstanding on the last trading day in December of
the immediately preceding calendar year, but in no event shall any such annual
increase exceed 500,000 shares and in no event shall the aggregate number of
shares of Common Stock available for issuance under the Plan (as adjusted for
all such annual increases) exceed 10,000,000 shares.

     C. No one person participating in the Plan may receive stock options,
separately exercisable stock appreciation rights and direct stock issuances or
share right awards for more than 300,000 shares of Common Stock in the
aggregate per calendar year.

     D. Shares of Common Stock subject to outstanding options (including
options incorporated into this Plan from the Predecessor Plans) shall be
available for subsequent issuance under the Plan to the extent (i) those
options expire or terminate for any reason prior to exercise in full or (ii)
the options are cancelled in accordance with the cancellation-regrant
provisions of Article Two. Unvested shares issued under the Plan and
subsequently cancelled or repurchased by the Corporation at the original
exercise or issue price paid per share, pursuant to the Corporation's
repurchase rights under the Plan, shall be added back to the number of shares
of Common Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent option grants or direct
stock issuances under the Plan. In addition, should the exercise price of an
option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation
in satisfaction of the withholding taxes incurred in connection with the
exercise of an option or the vesting of a stock issuance under the Plan, then
the number of shares of Common Stock available for issuance under the Plan
shall be reduced only by the net number of shares of Common Stock issued to the
holder of such option or stock issuance, and not by the gross number of shares
for which the option is exercised or which vest under the stock issuance.
However, shares of Common Stock underlying one or more stock appreciation
rights exercised under Section V of Article Two, Section III.C of Article
Three, Section II.D of Article


                                      -4-


Five or Section III.C of Article Six of the Plan shall not be available for
subsequent issuance under the Plan.

     E. If any change is made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made
by the Plan Administrator to (i) the maximum number and/or class of securities
issuable under the Plan, (ii) the maximum number and/or class of securities for
which any one person may be granted stock options, separately exercisable stock
appreciation rights and direct stock issuances or share right awards under the
Plan per calendar year, (iii) the number and/or class of securities for which
grants are subsequently to be made under the Automatic Option Grant Program to
new and continuing non-employee Board members, (iv) the number and/or class of
securities and the exercise price per share in effect under each outstanding
option under the Plan, (v) the number and/or class of securities and exercise
price per share in effect under each outstanding option incorporated into this
Plan from the Predecessor Plans, (vi) the maximum number and/or class of
securities by which the share reserve is to increase automatically each
calendar year pursuant to the provisions of Section V.A. of this Article One
and (vii) the maximum number and/or class of securities which may be added to
the Plan through the repurchase of shares issued under the Predecessor Plans.
Such adjustments to the outstanding options are to be effected in a manner
which shall preclude the enlargement or dilution of rights and benefits under
such options. The adjustments determined by the Plan Administrator shall be
final, binding and conclusive.

                                  ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM

I.   OPTION TERMS

     Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

     A.   EXERCISE PRICE.

          1. The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date.

          2. The exercise price shall become immediately due upon exercise of
the option and shall, subject to the provisions of Section I of Article Seven
and the documents evidencing the option, be payable in one or more of the forms
specified below:

               (i) cash or check made payable to the Corporation, or


                                      -5-


               (ii) shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or

               (iii) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable instructions to (a) a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable Federal,
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (b) the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale.

     Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

     B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at such
time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.

     C. EFFECT OF TERMINATION OF SERVICE.

          1. The following provisions shall govern the exercise of any options
held by the Optionee at the time of cessation of Service or death:

               (i) Any option outstanding at the time of the Optionee's
     cessation of Service for any reason shall remain exercisable for such
     period of time thereafter as shall be determined by the Plan Administrator
     and set forth in the documents evidencing the option, but no such option
     shall be exercisable after the expiration of the option term.

               (ii) Any option held by the Optionee at the time of death and
     exercisable in whole or in part at that time may be subsequently exercised
     by the personal representative of the Optionee's estate or by the person
     or persons to whom the option is transferred pursuant to the Optionee's
     will or the laws of descent and distribution or by the Optionee's
     designated beneficiary or beneficiaries of that option.

               (iii) Should the Optionee's Service be terminated for Misconduct
     or should the Optionee otherwise engage in Misconduct while holding one or
     more outstanding options under this Article Two, then all those options
     shall terminate immediately and cease to be outstanding.

               (iv) During the applicable post-Service exercise period, the
     option may not be exercised in the aggregate for more than the number of
     vested shares for which the option is exercisable on the date of the
     Optionee's cessation of Service. Upon the expiration of the applicable
     exercise period or (if earlier) upon the expiration of the option term,
     the option shall terminate and cease to be outstanding for any vested
     shares


                                      -6-


     for which the option has not been exercised. However, the option shall,
     immediately upon the Optionee's cessation of Service, terminate and cease
     to be outstanding to the extent the option is not otherwise at that time
     exercisable for vested shares.

          2. The Plan Administrator shall have complete discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding, to:

               (i) extend the period of time for which the option is to remain
     exercisable following the Optionee's cessation of Service from the limited
     exercise period otherwise in effect for that option to such greater period
     of time as the Plan Administrator shall deem appropriate, but in no event
     beyond the expiration of the option term, and/or

               (ii) permit the option to be exercised, during the applicable
     post-Service exercise period, not only with respect to the number of
     vested shares of Common Stock for which such option is exercisable at the
     time of the Optionee's cessation of Service but also with respect to one
     or more additional installments in which the Optionee would have vested
     had the Optionee continued in Service.

     D. SHAREHOLDER RIGHTS. The holder of an option shall have no shareholder
rights with respect to the shares subject to the option until such person shall
have exercised the option, paid the exercise price and become a holder of
record of the purchased shares.

     E. REPURCHASE RIGHTS. The Plan Administrator shall have the discretion to
grant options which are exercisable for unvested shares of Common Stock. Should
the Optionee cease Service while holding such unvested shares, the Corporation
shall have the right to repurchase, at the exercise price paid per share, any
or all of those unvested shares. The terms upon which such repurchase right
shall be exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established by
the Plan Administrator and set forth in the document evidencing such repurchase
right.

     F. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or the laws of descent and
distribution following the Optionee's death. Non-Statutory Options shall be
subject to the same limitation, except that a Non-Statutory Option may be
assigned in whole or in part during the Optionee's lifetime to one or more
members of the Optionee's family or to a trust established exclusively for one
or more such family members or to Optionee's former spouse, to the extent such
assignment is in connection with the Optionee's estate plan or pursuant to a
domestic relations order. The assigned portion may only be exercised by the
person or persons who acquire a proprietary interest in the option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the option immediately prior to such assignment and
shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. Notwithstanding the foregoing, the Optionee
may also designate one or more persons as the beneficiary or beneficiaries of
his or her outstanding options under this Article Two, and those options shall,
in accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while holding those
options. Such beneficiary or beneficiaries shall take the transferred options
subject to all the terms and


                                      -7-


conditions of the applicable agreement evidencing each such transferred option,
including (without limitation) the limited time period during which the option
may be exercised following the Optionee's death.

II.  INCENTIVE OPTIONS

     The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
Articles One, Two and Seven shall be applicable to Incentive Options. Options
which are specifically designated as Non-Statutory Options when issued under
the Plan shall not be subject to the terms of this Section II.

     A. ELIGIBILITY. Incentive Options may only be granted to Employees.

     B. EXERCISE PRICE. The exercise price per share shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on
the option grant date.

     C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

     D. FAILURE TO QUALIFY AS INCENTIVE OPTION. To the extent that any option
governed by this Plan does not qualify as an Incentive Option, by reason of the
dollar limitation described in Section II.C of this Article Two or for any
other reason, such option shall be exercisable as a Non-Statutory Option under
the Federal tax laws.

     E. 10% SHAREHOLDER. If any Employee to whom an Incentive Option is granted
is a 10% Shareholder, then the exercise price per share shall not be less than
one hundred ten percent (110%) of the Fair Market Value per share of Common
Stock on the option grant date, and the option term shall not exceed five (5)
years measured from the option grant date.

III. CHANGE IN CONTROL/HOSTILE TAKE-OVER

     A. No option outstanding at the time of a Change in Control shall become
exercisable on an accelerated basis if and to the extent: (i) that option is,
in connection with the Change in Control, assumed by the successor corporation
(or parent thereof) or otherwise continued in full force and effect pursuant to
the terms of the Change in Control transaction, (ii) such option is replaced
with a cash incentive program of the successor corporation which preserves the
spread existing at the time of the Change in Control on the shares of Common
Stock for which the option is not otherwise at that time exercisable and
provides for subsequent payout in accordance with the same exercise/vesting
schedule applicable to those option shares or (iii) the acceleration of such
option is subject to other limitations imposed by the Plan Administrator at the
time of the option grant. However, if none of the foregoing conditions are


                                      -8-


satisfied, then each option outstanding at the time of the Change in Control
but not otherwise exercisable for all the shares of Common Stock at that time
subject to such option shall automatically accelerate so that each such option
shall, immediately prior to the effective date of the Change in Control, become
exercisable for all the shares of Common Stock at the time subject to such
option and may be exercised for any or all of those shares as fully vested
shares of Common Stock.

     B. All of the Corporation's outstanding repurchase rights under the
Discretionary Option Grant Program shall also terminate automatically, and the
shares of Common Stock subject to those terminated rights shall immediately
vest in full, in the event of any Change in Control, except to the extent: (i)
those repurchase rights are assigned to the successor corporation (or parent
thereof) or otherwise continued in full force and effect pursuant to the terms
of the Change in Control transaction or (ii) such accelerated vesting is
precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.

     C. Immediately following the consummation of the Change in Control, all
outstanding options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise
expressly continued in full force and effect pursuant to the terms of the
Change in Control transaction.

     D. Each option which is assumed in connection with a Change in Control or
otherwise continued in effect shall be appropriately adjusted, immediately
after such Change in Control, to apply to the number and class of securities
which would have been issuable to the Optionee in consummation of such Change
in Control had the option been exercised immediately prior to such Change in
Control. Appropriate adjustments to reflect such Change in Control shall also
be made to (i) the exercise price payable per share under each outstanding
option, provided the aggregate exercise price payable for such securities shall
remain the same, (ii) the maximum number and/or class of securities available
for issuance over the remaining term of the Plan, (iii) the maximum number
and/or class of securities by which the share reserve is to increase each
calendar year pursuant to the automatic share increase provisions of the Plan,
(iv) the maximum number and/or class of securities for which any one person may
be granted options, separately exercisable stock appreciation rights and direct
stock issuances or share right awards under the Plan per calendar year and (v)
the maximum number and class of securities which may be added to the Plan
through the repurchase of shares issued under the Predecessor Plans. To the
extent the actual holders of the Corporation's outstanding Common Stock receive
cash consideration for their Common Stock in consummation of the Change in
Control transaction, the successor corporation may, in connection with the
assumption of the outstanding options under the Discretionary Option Grant
Program, substitute one or more shares of its own common stock with a fair
market value equivalent to the cash consideration paid per share of Common
Stock in such Change in Control transaction.

     E. The Plan Administrator shall have the discretionary authority to
structure one or more outstanding options under the Discretionary Option Grant
Program so that those options shall, immediately prior to the effective date of
a Change in Control, become exercisable for all the shares of Common Stock at
that time subject to such options on an accelerated basis and may be exercised
for any or all of such shares as fully vested shares of Common Stock, whether
or not those options are to be assumed or otherwise continued in full force and
effect pursuant to


                                      -9-


the express terms of the Change in Control transaction. In addition, the Plan
Administrator shall have the discretionary authority to structure one or more
of the Corporation's repurchase rights under the Discretionary Option Grant
Program so that those rights shall immediately terminate at the time of such
Change in Control and shall not be assignable to the successor corporation (or
parent thereof), and the shares subject to those terminated rights shall
accordingly vest in full at the time of such Change in Control.

     F. The Plan Administrator shall have full power and authority to structure
one or more outstanding options under the Discretionary Option Grant Program so
that those options shall vest and become exercisable for all the shares of
Common Stock at that time subject to such options on an accelerated basis in
the event the Optionee's Service is subsequently terminated by reason of an
Involuntary Termination within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control in which those
options do not otherwise accelerate. Any options so accelerated shall remain
exercisable for fully vested shares of Common Stock until the expiration or
sooner termination of the option term. In addition, the Plan Administrator may
structure one or more of the Corporation's repurchase rights under the
Discretionary Option Grant Program so that those rights shall immediately
terminate with respect to any shares of Common Stock held by the Optionee at
the time of his or her Involuntary Termination, and the shares subject to those
terminated repurchase rights shall accordingly vest in full at that time.

     G. The Plan Administrator shall have the discretionary authority to
structure one or more outstanding options under the Discretionary Option Grant
Program so that those options shall, immediately prior to the effective date of
a Hostile Take-Over, vest and become exercisable for all the shares of Common
Stock at that time subject to such options on an accelerated basis and may be
exercised for any or all of such shares as fully vested shares of Common Stock.
In addition, the Plan Administrator shall have the discretionary authority to
structure one or more of the Corporation's repurchase rights under the
Discretionary Option Grant Program so that those rights shall terminate
automatically upon the consummation of such Hostile Take-Over, and the shares
subject to those terminated rights shall thereupon immediately vest in full.
Alternatively, the Plan Administrator may condition the automatic acceleration
of one or more outstanding options under the Discretionary Option Grant Program
and the termination of one or more of the Corporation's outstanding repurchase
rights under such program upon the Involuntary Termination of the Optionee's
Service within a designated period (not to exceed eighteen (18) months)
following the effective date of such Hostile Take-Over. Each option so
accelerated shall remain exercisable for fully vested shares of Common Stock
until the expiration or sooner termination of the option term.

     H. The portion of any Incentive Option accelerated in connection with a
Change in Control or Hostile Take-Over shall remain exercisable as an Incentive
Option only to the extent the applicable One Hundred Thousand Dollar ($100,000)
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

     I. The grant of options under the Discretionary Option Grant Program shall
in no way affect the right of the Corporation to adjust, reclassify, reorganize
or otherwise change its


                                     -10-


capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

IV.  CANCELLATION AND REGRANT OF OPTIONS

     The Plan Administrator shall have the authority to effect, at any time and
from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Discretionary Option
Grant Program (including outstanding options incorporated from the Predecessor
Plans) and to grant in substitution new options covering the same or a
different number of shares of Common Stock but with an exercise price per share
calculated based upon the Fair Market Value per share of Common Stock on the
new grant date.

V.   STOCK APPRECIATION RIGHTS

     A. The Plan Administrator shall have full power and authority to grant to
selected Optionees tandem stock appreciation rights and/or limited stock
appreciation rights.

     B. The following terms shall govern the grant and exercise of tandem stock
appreciation rights:

               (i) One or more Optionees may be granted the right, exercisable
     upon such terms as the Plan Administrator may establish, to elect between
     the exercise of the underlying option for shares of Common Stock and the
     surrender of that option in exchange for a payment from the Corporation in
     an amount equal to the excess of (a) the Fair Market Value (on the option
     surrender date) of the number of shares in which the Optionee is at the
     time vested under the surrendered option (or surrendered portion thereof)
     over (b) the aggregate exercise price payable for such shares.

               (ii) No such option surrender shall be effective unless it is
     approved by the Plan Administrator, either at the time of the actual
     option surrender or at any earlier time. If the surrender is so approved,
     then the payment to which the Optionee shall be entitled may be made in
     shares of Common Stock valued at Fair Market Value on the option surrender
     date, in cash, or partly in shares and partly in cash, as the Plan
     Administrator shall in its sole discretion deem appropriate.

               (iii) If the surrender of an option is not approved by the Plan
     Administrator, then the Optionee shall retain whatever rights the Optionee
     had under the surrendered option (or surrendered portion thereof) on the
     option surrender date and may exercise such rights at any time prior to
     the later of (a) five (5) business days after the receipt of the rejection
     notice or (b) the last day on which the option is otherwise exercisable in
     accordance with the terms of the documents evidencing such option, but in
     no event may such rights be exercised more than ten (10) years after the
     option grant date.

     C. The following terms shall govern the grant and exercise of limited
stock appreciation rights:


                                     -11-


               (i) One or more Section 16 Insiders may be granted limited stock
     appreciation rights with respect to their outstanding options.

               (ii) Upon the occurrence of a Hostile Take-Over, each individual
     holding one or more options with such a limited stock appreciation right
     shall have the unconditional right (exercisable for a thirty (30)-day
     period following such Hostile Take-Over) to surrender each such option (or
     any portion thereof) to the Corporation. In return for the surrendered
     option, the Optionee shall receive a cash payment from the Corporation in
     an amount equal to the excess of (A) the Take-Over Price of the shares of
     Common Stock at the time subject to such option (whether or not the option
     is otherwise vested and exercisable for those shares) over (B) the
     aggregate exercise price payable for those shares. Such cash payment shall
     be paid within five (5) days following the option surrender date.

               (iii) At the time such limited stock appreciation right is
     granted, the Plan Administrator shall pre-approve any subsequent exercise
     of that right in accordance with the terms of this Paragraph C.
     Accordingly, no further approval of the Plan Administrator or the Board
     shall be required at the time of the actual option surrender and cash
     payment.

               (iv) The balance of the option (if any) shall remain outstanding
     and exercisable in accordance with the documents evidencing such option.

                                 ARTICLE THREE

                     SALARY INVESTMENT OPTION GRANT PROGRAM

I.   OPTION GRANTS

     The Primary Committee shall have the sole and exclusive authority to
determine the calendar year or years (if any) for which the Salary Investment
Option Grant Program is to be in effect and to select the Section 16 Insiders
and other highly compensated Employees eligible to participate in the Salary
Investment Option Grant Program for such calendar year or years. Each selected
individual who elects to participate in the Salary Investment Option Grant
Program must, prior to the start of each calendar year of participation, file
with the Plan Administrator (or its designee) an irrevocable authorization
directing the Corporation to reduce his or her base salary for that calendar
year by an amount not less than Ten Thousand Dollars ($10,000.00) nor more than
Fifty Thousand Dollars ($50,000.00). Each individual who files such a timely
authorization shall automatically be granted an option under the Salary
Investment Grant Program on the first trading day in January of the calendar
year for which the salary reduction is to be in effect.

II.  OPTION TERMS

     Each option shall be a Non-Statutory Option evidenced by one or more
documents in the form approved by the Plan Administrator; provided, however,
that each such document shall comply with the terms specified below.


                                     -12-


     A. EXERCISE PRICE.

          1. The exercise price per share shall be thirty-three and one-third
percent (33-1/3%) of the Fair Market Value per share of Common Stock on the
option grant date.

          2. The exercise price shall become immediately due upon exercise of
the option and shall be payable in one or more of the alternative forms
authorized under the Discretionary Option Grant Program. Except to the extent
the sale and remittance procedure specified thereunder is utilized, payment of
the exercise price for the purchased shares must be made on the Exercise Date.

     B. NUMBER OF OPTION SHARES. The number of shares of Common Stock subject
to the option shall be determined pursuant to the following formula (rounded
down to the nearest whole number):

               X = A / (B x 66-2/3%), where

               X is the number of option shares,

               A is the dollar amount of the reduction in the Optionee's base
               salary for the calendar year to be in effect pursuant to this
               program, and

               B is the Fair Market Value per share of Common Stock on the
               option grant date.

     C. EXERCISE AND TERM OF OPTIONS. The option shall become exercisable in a
series of twelve (12) successive equal monthly installments upon the Optionee's
completion of each calendar month of Service in the calendar year for which the
salary reduction is in effect. Each option shall have a maximum term of ten
(10) years measured from the option grant date.

     D. EFFECT OF TERMINATION OF SERVICE. Should the Optionee cease Service for
any reason while holding one or more options under this Article Three, then
each such option shall remain exercisable, for any or all of the shares of
Common Stock for which the option is exercisable at the time of such cessation
of Service, until the earlier of (i) the expiration of the ten (10)-year option
term or (ii) the expiration of the three (3)-year period measured from the date
of such cessation of Service. Should the Optionee die while holding one or more
options under this Article Three, then each such option may be exercised, for
any or all of the shares of Common Stock for which the option is exercisable at
the time of the Optionee's cessation of Service (less any shares subsequently
purchased by Optionee pursuant to such option prior to death), by the personal
representative of the Optionee's estate or by the person or persons to whom the
option is transferred pursuant to the Optionee's will or the laws of descent
and distribution or by the designated beneficiary or beneficiaries of the
option. Such right of exercise shall lapse, and the option shall terminate,
upon the earlier of (i) the expiration of the ten (10)-year option term or (ii)
the three (3)-year period measured from the date of the Optionee's cessation of
Service. However, the option shall, immediately upon the Optionee's cessation
of Service for any reason, terminate and cease to remain outstanding with
respect to any and all shares of Common Stock for which the option is not
otherwise at that time exercisable.


                                     -13-


III. CHANGE IN CONTROL/HOSTILE TAKE-OVER

     A. In the event of a Change in Control while the Optionee remains in
Service, each outstanding option held by such Optionee under this Salary
Investment Option Grant Program shall automatically accelerate so that each
such option shall, immediately prior to the effective date of such Change in
Control, vest and become exercisable for all the shares of Common Stock at the
time subject to such option and may be exercised for any or all of those shares
as fully-vested shares of Common Stock. Each such outstanding option shall
terminate immediately following the Change in Control, except to the extent
assumed by the successor corporation (or parent thereof) or otherwise continued
in full force and effect pursuant to the express terms of the Change in Control
transaction. Any option so assumed or continued in effect shall remain
exercisable for the fully-vested shares of Common Stock until the earliest to
occur of (i) the expiration of the ten (10)-year option term, (ii) the
expiration of the three (3)-year period measured from the date of the
Optionee's cessation of Service, (iii) the termination of the option in
connection with a subsequent Change in Control or (iv) the surrender of the
option in connection with a Hostile Take-Over.

     B. In the event of a Hostile Take-Over while the Optionee remains in
Service, each outstanding option held by such Optionee under this Salary
Investment Option Grant Program shall automatically accelerate so that each
such option shall, immediately prior to the effective date of such Hostile
Take-Over, vest and become exercisable for all the shares of Common Stock at
the time subject to such option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock. The option shall remain so
exercisable until the earliest to occur of (i) the expiration of the ten
(10)-year option term, (ii) the expiration of the three (3)-year period
measured from the date of the Optionee's cessation of Service, (iii) the
termination of the option in connection with a Change in Control or (iv) the
surrender of the option in connection with that Hostile Take-Over.

     C. Upon the occurrence of a Hostile Take-Over, the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each
outstanding option granted him or her under the Salary Investment Option Grant
Program. The Optionee shall in return be entitled to a cash payment from the
Corporation in an amount equal to the excess of (i) the Take-Over Price of the
shares of Common Stock at the time subject to the surrendered option (whether
or not the option is otherwise at the time exercisable for those shares) over
(ii) the aggregate exercise price payable for such shares. Such cash payment
shall be paid within five (5) days following the surrender of the option to the
Corporation. The Primary Committee shall, at the time the option with such
limited stock appreciation right is granted under the Salary Investment Option
Grant Program, pre-approve any subsequent exercise of that right in accordance
with the terms of this Paragraph C. Accordingly, no further approval of the
Primary Committee or the Board shall be required at the time of the actual
option surrender and cash payment.

     D. Each option which is assumed in connection with a Change in Control or
otherwise continued in full force and effect shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments shall also be made to the exercise
price payable per share under each outstanding option, provided the


                                     -14-


aggregate exercise price payable for such securities shall remain the same. To
the extent the actual holders of the Corporation's outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change
in Control transaction, the successor corporation may, in connection with the
assumption of the outstanding options under the Salary Investment Option Grant
Program, substitute one or more shares of its own common stock with a fair
market value equivalent to the cash consideration paid per share of Common
Stock in such Change in Control transaction.

     E. The grant of options under the Salary Investment Option Grant Program
shall in no way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

IV. REMAINING TERMS

     The remaining terms of each option granted under the Salary Investment
Option Grant Program shall be the same as the terms in effect for option grants
made under the Discretionary Option Grant Program.

                                  ARTICLE FOUR

                             STOCK ISSUANCE PROGRAM

I.   STOCK ISSUANCE TERMS

     Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below. Shares of Common Stock may also be
issued under the Stock Issuance Program pursuant to share right awards which
entitle the recipients to receive those shares upon the attainment of
designated performance goals.

     A. PURCHASE PRICE.

          1. The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than one hundred percent (100%) of the
Fair Market Value per share of Common Stock on the issuance date.

          2. Subject to the provisions of Section I of Article Seven, shares of
Common Stock may be issued under the Stock Issuance Program for any of the
following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

               (i) cash or check made payable to the Corporation, or

               (ii) past services rendered to the Corporation (or any Parent or
     Subsidiary).


                                     -15-


     B. VESTING PROVISIONS.

          1. Shares of Common Stock issued under the Stock Issuance Program
may, in the discretion of the Plan Administrator, be fully and immediately
vested upon issuance or may vest in one or more installments over the
Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program shall be
determined by the Plan Administrator and incorporated into the Stock Issuance
Agreement. Shares of Common Stock may also be issued under the Stock Issuance
Program pursuant to share right awards which entitle the recipients to receive
those shares upon the attainment of designated performance goals. Upon the
attainment of such performance goals, fully vested shares of Common Stock shall
be issued in satisfaction of those share right awards.

          2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock
and (ii) such escrow arrangements as the Plan Administrator shall deem
appropriate.

          3. The Participant shall have full shareholder rights with respect to
any shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant's interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any regular cash dividends paid on such shares.

          4. Should the Participant cease to remain in Service while holding
one or more unvested shares of Common Stock issued under the Stock Issuance
Program or should the performance objectives not be attained with respect to
one or more such unvested shares of Common Stock, then those shares shall be
immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further shareholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant's purchase-money indebtedness), the Corporation shall repay to the
Participant the cash consideration paid for the surrendered shares and shall
cancel the unpaid principal balance of any outstanding purchase-money note of
the Participant attributable to the surrendered shares.

          5. The Plan Administrator may in its discretion waive the surrender
and cancellation of one or more unvested shares of Common Stock which would
otherwise occur upon the cessation of the Participant's Service or the
non-attainment of the performance objectives applicable to those shares. Such
waiver shall result in the immediate vesting of the Participant's interest in
the shares of Common Stock as to which the waiver applies. Such waiver may be
effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non-attainment of the applicable performance
objectives.


                                     -16-


          6. Outstanding share right awards under the Stock Issuance Program
shall automatically terminate, and no shares of Common Stock shall actually be
issued in satisfaction of those awards, if the performance goals or Service
requirements established for such awards are not attained. The Plan
Administrator, however, shall have the discretionary authority to issue shares
of Common Stock under one or more outstanding share right awards as to which
the designated performance goals or Service requirements have not been
attained.

II.  CHANGE IN CONTROL/HOSTILE TAKE-OVER

          A. All of the Corporation's outstanding repurchase rights under the
Stock Issuance Program shall terminate automatically, and all the shares of
Common Stock subject to those terminated rights shall immediately vest in full,
in the event of any Change in Control, except to the extent (i) those
repurchase rights are assigned to the successor corporation (or parent thereof)
or otherwise continued in full force and effect pursuant to the express terms
of the Change in Control transaction or (ii) such accelerated vesting is
precluded by other limitations imposed in the Stock Issuance Agreement.

          B. The Plan Administrator shall have the discretionary authority to
structure one or more of the Corporation's repurchase rights under the Stock
Issuance Program so that those rights shall automatically terminate in whole or
in part upon the occurrence of a Change on Control and shall not be assignable
to the successor corporation (or parent thereof), and the shares of Common
Stock subject to those terminated rights shall immediately vest in full at the
time of such Change in Control.

          C. The Plan Administrator shall also have the discretionary authority
to structure one or more of the Corporation's repurchase rights under the Stock
Issuance Program so that those rights shall automatically terminate in whole or
in part, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, upon the Involuntary Termination of the
Participant's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control in which those
repurchase rights do not otherwise terminate.

          D. The Plan Administrator shall also have the discretionary authority
to structure one or more of the Corporation's repurchase rights under the Stock
Issuance Program so that those rights shall automatically terminate in whole or
in part upon the occurrence of a Hostile Take-Over, and the shares of Common
Stock subject to those terminated rights shall immediately vest in full at the
time of such Hostile Take-Over.

III. SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.


                                     -17-


                                  ARTICLE FIVE

                         AUTOMATIC OPTION GRANT PROGRAM

I.   OPTION TERMS

     A. GRANT DATES. Option grants shall be made on the dates specified below:

          1. Each individual who is first elected or appointed as a
non-employee Board member at any time on or after the Underwriting Date shall
automatically be granted, on the date of such initial election or appointment,
a Non-Statutory Option to purchase 5,000 shares of Common Stock, provided that
individual has not previously been in the employ of the Corporation or any
Parent or Subsidiary.

          2. On the date of each Annual Shareholders Meeting held after the
Underwriting Date, each individual who is to continue to serve as a
non-employee Board member, whether or not that individual is standing for
re-election to the Board at that particular Annual Shareholders Meeting, shall
automatically be granted a Non-Statutory Option to purchase 1,000 shares of
Common Stock, provided such individual has served as a non-employee Board
member for at least six (6) months. There shall be no limit on the number of
such 1,000-share option grants any one non-employee Board member may receive
over his or her period of Board Service, and non-employee Board members who
have previously been in the employ of the Corporation (or any Parent or
Subsidiary) or who joined the Board prior to the Underwriting Date shall be
eligible to receive one or more such annual option grants over their period of
continued Board Service.

     B. EXERCISE PRICE.

          1. The exercise price per share shall be equal to one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the option grant
date.

          2. The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made
on the Exercise Date.

     C. OPTION TERM. Each option shall have a maximum term of ten (10) years
measured from the option grant date.

     D. EXERCISE AND VESTING OF OPTIONS. Each option shall be immediately
exercisable for any or all of the option shares. However, any unvested shares
purchased under the option shall be subject to repurchase by the Corporation,
at the exercise price paid per share, upon the Optionee's cessation of Board
Service prior to vesting in those shares. The shares subject to each initial
5,000-share grant shall vest, and the Corporation's repurchase right shall
lapse, in a series of four (4) successive equal annual installments upon the
Optionee's completion of each year of Service as a Board member over the four
(4)-year period measured from the option grant date. The shares subject to each
annual 1,000-share option grant shall vest, and the


                                     -18-


Corporation's repurchase right shall lapse, upon the Optionee's completion of
one (1) year of Board Service measured from the option grant date.

     E. LIMITED TRANSFERABILITY OF OPTIONS. Each option under this Article Five
may be assigned in whole or in part during the Optionee's lifetime to one or
more members of the Optionee's family or to a trust established exclusively for
one or more such family members or to Optionee's former spouse, to the extent
such assignment is in connection with the Optionee's estate plan or pursuant to
domestic relations order. The assigned portion may only be exercised by the
person or persons who acquire a proprietary interest in the option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the option immediately prior to such assignment and
shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. The Optionee may also designate one or more
persons as the beneficiary or beneficiaries of his or her outstanding options
under this Article Five, and those options shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee's death while holding those options. Such beneficiary or
beneficiaries shall take the transferred options subject to all the terms and
conditions of the applicable agreement evidencing each such transferred option,
including (without limitation) the limited time period during which the option
may be exercised following the Optionee's death.

     F. TERMINATION OF BOARD SERVICE. The following provisions shall govern the
exercise of any options held by the Optionee at the time the Optionee ceases to
serve as a Board member:

               (i) The Optionee (or, in the event of Optionee's death, the
     personal representative of the Optionee's estate or the person or persons
     to whom the option is transferred pursuant to the Optionee's will or the
     laws of descent and distribution or the designated beneficiary or
     beneficiaries of such option) shall have a twelve (12)-month period
     following the date of such cessation of Board Service in which to exercise
     each such option.

               (ii) During the twelve (12)-month post-Service exercise period,
     the option may not be exercised in the aggregate for more than the number
     of vested shares of Common Stock for which the option is exercisable at
     the time of the Optionee's cessation of Board Service.

               (iii) Should the Optionee cease to serve as a Board member by
     reason of death or Permanent Disability, then all shares of Common Stock
     at the time subject to the option shall immediately vest so that such
     option may, during the twelve (12)-month exercise period following such
     cessation of Board Service, be exercised for all or any portion of those
     shares as fully-vested shares of Common Stock.

               (iv) In no event shall the option remain exercisable after the
     expiration of the option term. Upon the expiration of the twelve
     (12)-month post-Service exercise period or (if earlier) upon the
     expiration of the option term, the option shall terminate and cease to be
     outstanding for any vested shares for which the option has not been
     exercised. However, the option shall, immediately upon the Optionee's
     cessation of Board Service


                                     -19-


     for any reason other than death or Permanent Disability, terminate and
     cease to be outstanding to the extent the option is not otherwise at that
     time exercisable for vested shares.

II.  CHANGE IN CONTROL/ HOSTILE TAKE-OVER

     A. In the event of any Change in Control while the Optionee remains a
Board member, the shares of Common Stock at the time subject to each
outstanding option held by such Optionee under the Automatic Option Grant
Program but not otherwise vested shall automatically accelerate so that each
such option shall, immediately prior to the effective date of the Change in
Control, vest and become exercisable for all the shares of Common Stock at the
time subject to such fully vested shares of Common Stock and may be exercised
for any or all of those vested shares. Immediately following the consummation
of the Change in Control, each automatic option grant shall terminate and cease
to be outstanding, except to the extent assumed by the successor corporation
(or parent thereof) or otherwise continued in full force and effect pursuant to
the express terms of the Change in Control transaction.

     B. In the event of a Hostile Take-Over while the Optionee remains a Board
member, the shares of Common Stock at the time subject to each option
outstanding under the Automatic Option Grant Program but not other wise vested
shall automatically accelerate so that each such option shall, immediately
prior to the effective date of the Hostile Take-Over, vest and become
exercisable for all the option shares as fully vested shares of Common Stock
and may be exercised for any or all of those vested shares. Each such option
shall remain exercisable for such fully-vested option shares until the
expiration or sooner termination of the option term or the surrender of the
option in connection with that Hostile Take-Over.

     C. All outstanding repurchase rights under the Automatic Option Grant
Program shall automatically terminate, and the shares of Common Stock subject
to those terminated rights shall immediately vest in full, in the event of any
Change in Control or Hostile Take-Over.

     D. Upon the occurrence of a Hostile Take-Over, the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each of his or
her outstanding automatic option grants. The Optionee shall in return be
entitled to a cash payment from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the shares of Common Stock at the time
subject to each surrendered option (whether or not the Optionee is otherwise at
the time vested in those shares) over (ii) the aggregate exercise price payable
for such shares. Such cash payment shall be paid within five (5) days following
the surrender of the option to the Corporation. The Plan Administrator shall,
at the time the option with such limited stock appreciation right is granted
under the Automatic Option Grant Program, pre-approve any subsequent exercise
of that right in accordance with the terms of this Paragraph D. Accordingly, no
further approval of the Plan Administrator or the Board shall be required at
the time of the actual option surrender and cash payment.

     E. Each option which is assumed in connection with a Change in Control or
otherwise continued in full force and effect shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been


                                     -20-


exercised immediately prior to such Change in Control. Appropriate adjustments
shall also be made to the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same. To the extent the actual holders of the
Corporation's outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Change in Control transaction, the
successor corporation may, in connection with the assumption of the outstanding
options under the Automatic Option Grant Program, substitute one or more shares
of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in Control
transaction.

     F. The grant of options under the Automatic Option Grant Program shall in
no way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

III. REMAINING TERMS

     The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.

                                  ARTICLE SIX

                       DIRECTOR FEE OPTION GRANT PROGRAM

I.   OPTION GRANTS

     The Primary Committee shall have the sole and exclusive authority to
determine the calendar year or years for which the Director Fee Option Grant
Program is to be in effect. For each such calendar year the program is in
effect, each non-employee Board member may irrevocably elect to apply all or
any portion of the annual retainer fee otherwise payable in cash for his or her
Service on the Board for that year to the acquisition of a special option grant
under this Director Fee Option Grant Program. Such election must be filed with
the Corporation's Chief Financial Officer prior to the first day of the
calendar year for which the annual retainer fee which is the subject of that
election is otherwise payable. Each non-employee Board member who files such a
timely election shall automatically be granted an option under this Director
Fee Option Grant Program on the first trading day in January in the calendar
year for which the annual retainer fee which is the subject of that election
would otherwise be payable in cash.

II.  OPTION TERMS

     Each option shall be a Non-Statutory Option governed by the terms and
conditions specified below.

     A. EXERCISE PRICE.

          1. The exercise price per share shall be thirty-three and one-third
percent (33-1/3%) of the Fair Market Value per share of Common Stock on the
option grant date.


                                     -21-


          2. The exercise price shall become immediately due upon exercise of
the option and shall be payable in one or more of the alternative forms
authorized under the Discretionary Option Grant Program. Except to the extent
the sale and remittance procedure specified thereunder is utilized, payment of
the exercise price for the purchased shares must be made on the Exercise Date.

     B. NUMBER OF OPTION SHARES. The number of shares of Common Stock subject
to the option shall be determined pursuant to the following formula (rounded
down to the nearest whole number):

                    X = A / (B x 66-2/3%), where

                    X is the number of option shares,

                    A is the portion of the annual retainer fee subject to the
                    non-employee Board member's election, and

                    B is the Fair Market Value per share of Common Stock on the
                    option grant date.

     C. EXERCISE AND TERM OF OPTIONS. The option shall become exercisable in a
series of twelve (12) equal monthly installments upon the Optionee's completion
of each calendar month of Board Service during the calendar year for which the
retainer fee election is in effect. Each option shall have a maximum term of
ten (10) years measured from the option grant date.

     D. LIMITED TRANSFERABILITY OF OPTIONS. Each option under this Article Six
may be assigned in whole or in part during the Optionee's lifetime to one or
more members of the Optionee's family or to a trust established exclusively for
one or more such family members or to Optionee's former spouse, to the extent
such assignment is in connection with Optionee's estate plan or pursuant to a
domestic relations order. The assigned portion may only be exercised by the
person or persons who acquire a proprietary interest in the option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the option immediately prior to such assignment and
shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. The Optionee may also designate one or more
persons as the beneficiary or beneficiaries of his or her outstanding options
under this Article Six, and those options shall, in accordance with such
designation, automatically be transferred to such beneficiary or beneficiaries
upon the Optionee's death while holding those options. Such beneficiary or
beneficiaries shall take the transferred options subject to all the terms and
conditions of the applicable agreement evidencing each such transferred option,
including (without limitation) the limited time period during which the option
may be exercised following the Optionee's death.

     E. TERMINATION OF BOARD SERVICE. Should the Optionee cease Board Service
for any reason (other than death or Permanent Disability) while holding one or
more options under this Director Fee Option Grant Program, then each such
option shall remain exercisable, for any or all of the shares of Common Stock
for which the option is exercisable at the time of such cessation of Board
Service, until the earlier of (i) the expiration of the ten (10)-


                                     -22-


year option term or (ii) the expiration of the three (3)-year period measured
from the date of such cessation of Board Service. However, each option held by
the Optionee under this Director Fee Option Grant Program at the time of his or
her cessation of Board Service shall immediately terminate and cease to remain
outstanding with respect to any and all shares of Common Stock for which the
option is not otherwise at that time exercisable.

     F. DEATH OR PERMANENT DISABILITY. Should the Optionee's Service as a Board
member cease by reason of death or Permanent Disability, then each option held
by such Optionee under this Director Fee Option Grant Program shall immediately
become exercisable for all the shares of Common Stock at the time subject to
that option, and the option may be exercised for any or all of those shares as
fully-vested shares of Common Stock until the earlier of (i) the expiration of
the ten (10)-year option term or (ii) the expiration of the three (3)-year
period measured from the date of such cessation of Board Service. In the event
of the Optionee's death while holding such option, the option may be exercised
by the personal representative of the Optionee's estate or by the person or
persons to whom the option is transferred pursuant to the Optionee's will or
the laws of descent and distribution or by the designated beneficiary or
beneficiaries of such option.

     Should the Optionee die after cessation of Board Service but while holding
one or more options under this Director Fee Option Grant Program, then each
such option may be exercised, for any or all of the shares of Common Stock for
which the option is exercisable at the time of the Optionee's cessation of
Board Service (less any shares subsequently purchased by Optionee pursuant to
such option prior to death), by the personal representative of the Optionee's
estate or by the person or persons to whom the option is transferred pursuant
to the Optionee's will or the laws of descent and distribution or by the
designated beneficiary or beneficiaries of such option. Such right of exercise
shall lapse, and the option shall terminate, upon the earlier of (i) the
expiration of the ten (10)-year option term or (ii) the three (3)-year period
measured from the date of the Optionee's cessation of Board Service.

III. CHANGE IN CONTROL/HOSTILE TAKE-OVER

     A. In the event of any Change in Control while the Optionee remains a
Board member, each outstanding option held by such Optionee under this Director
Fee Option Grant Program shall automatically accelerate so that each such
option shall, immediately prior to the effective date of the Change in Control,
vest and become exercisable for all the shares of Common Stock at the time
subject to such option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. Each such outstanding option shall
terminate immediately following the Change in Control, except to the extent
assumed by the successor corporation (or parent thereof) or otherwise continued
in full force and effect pursuant to the express terms of the Change in Control
transaction. Any option so assumed or continued in effect shall remain
exercisable for the fully-vested shares until the earliest to occur of (i) the
expiration of the ten (10)-year option term, (ii) the expiration of the three
(3)-year period measured from the date of the Optionee's cessation of Board
Service, (iii) the termination of the option in connection with a subsequent
Change in Control transaction or (iv) the surrender of the option in connection
with a Hostile Take-Over.


                                     -23-


     B. In the event of a Hostile Take-Over while the Optionee remains a Board
member, each outstanding option held by such Optionee under this Director Fee
Option Grant Program shall automatically accelerate so that each such option
shall, immediately prior to the effective date of the Hostile Take-Over, vest
and become exercisable for all the shares of Common Stock at the time subject
to such option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. The option shall remain so exercisable
until the earliest to occur of (i) the expiration of the ten (10)-year option
term, (ii) the expiration of the three (3)-year period measured from the date
of the Optionee's cessation of Board Service, (iii) the termination of the
option in connection with a Change in Control transaction or (iv) the surrender
of the option in connection with that Hostile Take-Over.

     C. Upon the occurrence of a Hostile Take-Over, the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each
outstanding option granted him or her under the Director Fee Option Grant
Program. The Optionee shall in return be entitled to a cash payment from the
Corporation in an amount equal to the excess of (i) the Take-Over Price of the
shares of Common Stock at the time subject to each surrendered option (whether
or not the option is otherwise at the time exercisable for those shares) over
(ii) the aggregate exercise price payable for such shares. Such cash payment
shall be paid within five (5) days following the surrender of the option to the
Corporation. The Plan Administrator shall, at the time the option with such
limited stock appreciation right is granted under the Director Fee Option Grant
Program, pre-approve any subsequent exercise of that right in accordance with
the terms of this Paragraph C. Accordingly, no further approval of the Plan
Administrator or the Board shall be required at the time of the actual option
surrender and cash payment.

     D. Each option which is assumed in connection with a Change in Control
shall be appropriately adjusted, immediately after such Change in Control, to
apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Change in Control had the option been
exercised immediately prior to such Change in Control. Appropriate adjustments
shall also be made to the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same. To the extent the actual holders of the
Corporation's outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Change in Control transaction, the
successor corporation may, in connection with the assumption of the outstanding
options under this Plan, substitute one or more shares of its own common stock
with a fair market value equivalent to the cash consideration paid per share of
Common Stock in such Change in Control transaction.

     E. The grant of options under the Director Fee Option Grant Program shall
in no way affect the right of the Corporation to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

IV.  REMAINING TERMS

     The remaining terms of each option granted under this Director Fee Option
Grant Program shall be the same as the terms in effect for option grants made
under the Discretionary Option Grant Program.


                                     -24-


                                 ARTICLE SEVEN

                                 MISCELLANEOUS

I.   FINANCING

     The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering
a full-recourse, interest bearing promissory note payable in one or more
installments. The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares plus (ii) any Federal,
state and local income and employment tax liability incurred by the Optionee or
the Participant in connection with the option exercise or share purchase.

II.  TAX WITHHOLDING

     A. The Corporation's obligation to deliver shares of Common Stock upon the
exercise of options or the issuance or vesting of such shares under the Plan
shall be subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements.

     B. The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan (other than the options granted or the shares issued under the Automatic
Option Grant or Director Fee Option Grant Program) with the right to use shares
of Common Stock in satisfaction of all or part of the Withholding Taxes to
which such holders may become subject in connection with the exercise of their
options or the vesting of their shares. Such right may be provided to any such
holder in either or both of the following formats:


     Stock Withholding: The election to have the Corporation withhold, from the
shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the amount of the Withholding
Taxes (not to exceed one hundred percent (100%) of such Withholding Taxes) to
be satisfied in such manner as designated by the holder in writing.

     Stock Delivery: The election to deliver to the Corporation, at the time
the Non-Statutory Option is exercised or the shares vest, one or more shares of
Common Stock previously acquired by such holder (other than in connection with
the option exercise or share vesting triggering the Withholding Taxes) with an
aggregate Fair Market Value equal to the amount of the Withholding Taxes (not
to exceed one hundred percent (100%) of such Withholding Taxes) to be satisfied
in such manner as designated by the holder in writing.


                                     -25-


III. EFFECTIVE DATE AND TERM OF THE PLAN

     A. The Plan shall become effective immediately upon the Plan Effective
Date. However, the Salary Investment Option Grant Program and the Director Fee
Option Grant Program shall not be implemented until such time as the Primary
Committee may deem appropriate. Options may be granted under the Discretionary
Option Grant Program at any time on or after the Plan Effective Date, and the
initial option grants under the Automatic Option Grant Program shall be made on
the Plan Effective Date to any non-employee Board members eligible for such
grants at that time. However, no options granted under the Plan may be
exercised, and no shares shall be issued under the Plan, until the Plan is
approved by the Corporation's shareholders. If such shareholder approval is not
obtained within twelve (12) months after the Plan Effective Date, then all
options previously granted under this Plan shall terminate and cease to be
outstanding, and no further options shall be granted and no shares shall be
issued under the Plan.

     B. The Plan shall serve as the successor to the Predecessor Plans, and no
further option grants or direct stock issuances shall be made under the
Predecessor Plans after the Section 12 Registration Date. All options
outstanding under the Predecessor Plans on the Section 12 Registration Date
shall be incorporated into the Plan at that time and shall be treated as
outstanding options under the Plan. However, each outstanding option so
incorporated shall continue to be governed solely by the terms of the documents
evidencing such option, and no provision of the Plan shall be deemed to affect
or otherwise modify the rights or obligations of the holders of such
incorporated options with respect to their acquisition of shares of Common
Stock.

     C. One or more provisions of the Plan, including (without limitation) the
option/vesting acceleration provisions of Article Two relating to Changes in
Control and Hostile Take-Overs, may, in the Plan Administrator's discretion, be
extended to one or more options incorporated from the Predecessor Plans which
do not otherwise contain such provisions.

     D. The Plan shall terminate upon the earliest of (i) the tenth anniversary
of the Plan Effective Date, (ii) the date on which all shares available for
issuance under the Plan shall have been issued as fully-vested shares or (iii)
the termination of all outstanding options in connection with a Change in
Control. Upon such Plan termination, all option grants and unvested stock
issuances outstanding at that time shall thereafter continue to have force and
effect in accordance with the provisions of the documents evidencing such
grants or issuances.

IV.  AMENDMENT OF THE PLAN

     A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the
Plan unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require shareholder approval
pursuant to applicable laws or regulations.


                                     -26-


     B. Options to purchase shares of Common Stock may be granted under the
Discretionary Option Grant and Salary Investment Option Grant Programs and
shares of Common Stock may be issued under the Stock Issuance Program that are
in each instance in excess of the number of shares then available for issuance
under the Plan, provided any excess shares actually issued under those programs
shall be held in escrow until there is obtained shareholder approval of an
amendment sufficiently increasing the number of shares of Common Stock
available for issuance under the Plan. If such shareholder approval is not
obtained within twelve (12) months after the date the first such excess
issuances are made, then (i) any unexercised options granted on the basis of
such excess shares shall terminate and cease to be outstanding and (ii) the
Corporation shall promptly refund to the Optionees and the Participants the
exercise or purchase price paid for any excess shares issued under the Plan and
held in escrow, together with interest (at the applicable Short Term Federal
Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled and cease to be outstanding.

V.   USE OF PROCEEDS

     Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.

VI.  REGULATORY APPROVALS

     A. The implementation of the Plan, the granting of any stock option under
the Plan and the issuance of any shares of Common Stock (i) upon the exercise
of any granted option or (ii) under the Stock Issuance Program shall be subject
to the Corporation's procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.

     B. No shares of Common Stock or other assets shall be issued or delivered
under the Plan unless and until there shall have been compliance with all
applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which Common Stock is then listed for trading.

VII. NO EMPLOYMENT/SERVICE RIGHTS

     Nothing in the Plan shall confer upon any Optionee or Participant any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining such person) or of any Optionee or
Participant, which rights are hereby expressly reserved by each, to terminate
such person's Service at any time for any reason, with or without cause.



                                     -27-


                                    APPENDIX


     The following definitions shall be in effect under the Plan:

     A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic option grant
program in effect under Article Five of the Plan.

     B. BOARD shall mean the Corporation's Board of Directors.

     C. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through any of the following transactions:

          (i) a shareholder-approved merger or consolidation in which
securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such transaction, or

          (ii) a sale, transfer or other disposition of all or substantially
all of the Corporation's assets, or

          (iii) the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's shareholders.

     D. CODE shall mean the Internal Revenue Code of 1986, as amended.

     E. COMMON STOCK shall mean the Corporation's Class A Common Stock.

     F. CORPORATION shall mean Multilink Technology Corporation, a California
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Multilink Technology Corporation, which shall by
appropriate action adopt the Plan.

     G. DIRECTOR FEE OPTION GRANT PROGRAM shall mean the special stock option
grant program in effect for non-employee Board members under Article Six of the
Plan.

     H. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary option
grant program in effect under Article Two of the Plan.

     I. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     J. EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise.


                                      -A1-


     K. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

          (i) If the Common Stock is at the time traded on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling price per share
of Common Stock on the date in question, as such price is reported on the
Nasdaq National Market. If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

          (ii) If the Common Stock is at the time listed on any Stock Exchange,
then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question on the Stock Exchange determined by the
Plan Administrator to be the primary market for the Common Stock, as such price
is officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

          (iii) For purposes of any option grants made on the Underwriting
Date, the Fair Market Value shall be deemed to be equal to the price per share
at which the Common Stock is to be sold in the initial public offering pursuant
to the Underwriting Agreement.

          (iv) For purposes of any option grants made prior to the Underwriting
Date, the Fair Market Value shall be determined by the Plan Administrator,
after taking into account such factors as it deems appropriate.

     L. HOSTILE TAKE-OVER shall mean either of the following events effecting a
change in control or ownership of the Corporation:

          (i) the acquisition, directly or indirectly, by any person or related
group of persons (other than the Corporation or a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's shareholders which
the Board does not recommend such shareholders to accept, or

          (ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (A) have been Board
members continuously since the beginning of such period or (B) have been
elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (A) who were still in
office at the time the Board approved such election or nomination.

     M. INCENTIVE OPTION shall mean an option which satisfies the requirements
of Code Section 422.


                                     -A2-


     N. INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

          (i) such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

          (ii) such individual's voluntary resignation following (A) a change
in his or her position with the Corporation or Parent or Subsidiary which
materially reduces his or her duties and responsibilities or the level of
management to which he or she reports, (B) a reduction in his or her level of
compensation (including base salary, fringe benefits and target bonus under any
corporate-performance based bonus or incentive programs) by more than fifteen
percent (15%) or (C) a relocation of such individual's place of employment by
more than fifty (50) miles, provided and only if such change, reduction or
relocation is effected by the Corporation without the individual's consent.

     O. MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

     P. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

     Q. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

     R. OPTIONEE shall mean any person to whom an option is granted under the
Discretionary Option Grant Program, the Salary Investment Option Grant Program,
the Automatic Option Grant Program or the Director Fee Option Grant Program.

     S. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     T. PARTICIPANT shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.

     U. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
of the Optionee or the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or to be of continuous duration of
twelve (12) months or more. However, solely for purposes of the Automatic
Option Grant and Director Fee Option Grant Programs, Permanent Disability or
Permanently Disabled shall mean the inability of the non-employee Board member


                                     -A3-


to perform his or her usual duties as a Board member by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of twelve (12) months or more.

     V. PLAN shall mean the Corporation's 2000 Stock Incentive Plan, as set
forth in this document.

     W. PLAN ADMINISTRATOR shall mean the particular entity, whether the
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity
is carrying out its administrative functions under those programs with respect
to the persons under its jurisdiction.

     X. PLAN EFFECTIVE DATE shall mean the date the Plan becomes effective
which shall be coincident with the Underwriting Date.

     Y. PREDECESSOR PLANS shall collectively mean the Corporation's 1998 Stock
Option Plan and the Corporation's 1999 Stock Option Plan, as in effect
immediately prior to the Plan Effective Date hereunder.

     Z. PRIMARY COMMITTEE shall mean the committee of two (2) or more
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders and to administer the Salary Investment Option Grant Program solely
with respect to the selection of the eligible individuals who may participate
in such program.

     AA. SALARY INVESTMENT OPTION GRANT PROGRAM shall mean the salary
investment option grant program in effect under Article Three of the Plan.

     BB. SECONDARY COMMITTEE shall mean a committee of one or more Board
members appointed by the Board to administer the Discretionary Option Grant and
Stock Issuance Programs with respect to eligible persons other than Section 16
Insiders.

     CC. SECTION 12 REGISTRATION DATE shall mean the date on which the Common
Stock is first registered under Section 12 of the 1934 Act.

     DD. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

     EE. SERVICE shall mean the performance of services for the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

     FF. SHORT TERM FEDERAL RATE shall mean the federal short-term rate in
effect under Section 1274(d) of the Code for the period the shares were held in
escrow.


                                     -A4-


     GG. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

     HH. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

     II. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in effect
under Article Four of the Plan.

     JJ. SUBSIDIARY shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at
the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

     KK. TAKE-OVER PRICE shall mean the greater of (i) the Fair Market Value
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or, if applicable, (ii) the
highest reported price per share of Common Stock paid by the tender offeror in
effecting the Hostile Take-Over through the acquisition of such Common Stock.
However, if the surrendered option is an Incentive Option, the Take-Over Price
shall not exceed the price per share described in clause (i) above.

     LL. 10% SHAREHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

     MM. UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

     NN. UNDERWRITING DATE shall mean the date on which the Underwriting
Agreement is executed and priced in connection with an initial public offering
of the Common Stock.

     OO. WITHHOLDING TAXES shall mean the Federal, state and local income and
employment withholding taxes to which the holder of Non-Statutory Options or
unvested shares of Common Stock may become subject in connection with the
exercise of those options or the vesting of those shares.




                                     -A5-

EX-5.1

                       [Davis Polk & Wardwell Letterhead]

                                                                     EXHIBIT 5.1



                                          650-752-2018
                                                               August 26, 2003


Re: Registration Statement on Form S-8


Vitesse Semiconductor Corporation
741 Calle Plano
Camarillo, CA 93012


Ladies and Gentlemen:

     We are acting as counsel for Vitesse Semiconductor Corporation (the
"Company") in connection with the filing of a Registration Statement (the
"Registration Statement") on Form S-8 under the Securities Act of 1933, as
amended, relating to 688,595 shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), issuable upon exercise of options
outstanding under the Multilink Technology Corporation 1998 Stock Option Plan,
184,730 shares of the Company's Common Stock issuable upon exercise of options
outstanding under the Multilink Technology Corporation 1999 Stock Option Plan
and 396,453 shares of the Company's Common Stock issuable upon exercise of
options outstanding under the Multilink Technology Corporation 2000 Stock
Incentive Plan (the "Plans").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments relating to the adoption of the Plans as we have
deemed necessary or advisable fo the purposes of this opinion.

     Upon the basis of the foregoing, we are of the opinion that the Common
Stock deliverable pursuant to the Plans, when delivered in accordance with the
Plans upon receipt by the Company of adequate consideration therefor, will be
duly authorized, validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.


                                                     Very truly yours,


                                                     /s/ Davis Polk & Wardwell

EX-23.1

                                                                    EXHIBIT 23.1




                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Vitesse Semiconductor Corporation:

We consent to incorporation herein by reference of our report dated October 18,
2002, relating to the consolidated balance sheets of Vitesse Semiconductor
Corporation and subsidiaries as of September 30, 2002 and 2001, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended September 30, 2002, and the
related schedule, which report appears in the September 30, 2002, annual report
on Form 10-K of Vitesse Semiconductor Corporation.


/s/ KPMG LLP


Los Angeles, California
August 22, 2003