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                                                                   EXHIBIT 99.01
                             PIXSTREAM INCORPORATED


                         KEY EMPLOYEE STOCK OPTION PLAN


1. PURPOSE OF THE PLAN

        The purpose of the PixStream Incorporated Key Employee Stock Option Plan
        is to develop the interest of and provide an incentive to eligible
        employees and directors of PixStream Incorporated and its subsidiaries
        (the "Corporation") in the Corporation's growth and development by
        granting to eligible employees and directors from time to time options
        to purchase Shares (as hereinafter defined) of the Corporation, thereby
        advancing the interests of the Corporation and its shareholders.

2. DEFINITIONS

        In this Plan:

        (a)     "Affiliate" has the meaning given to that term in the
                Corporations Act;

        (b)     "Board of Directors" means the Board of Directors of the
                Corporation;

        (c)     "Corporations Act" means the Canada Business Corporations Act,
                as amended, and the regulations promulgated thereunder.

        (d)     "Date of Grant" means, for any Option, the date specified by the
                Board of Directors at the time it grants or ratifies the Option,
                or, if no such date is specified, the date upon which the Option
                was granted;

        (e)     "Disability" means permanent and total disability as determined
                under procedures established by the Board of Directors for the
                purposes of the Plan;

        (f)     "Exchange" means the Toronto Stock Exchange, the National Market
                System of the National Association of Securities Dealers
                Automated Quotation System or any other stock exchange on which
                the Shares are listed and posted for trading or quoted;

        (g)     "Exercise Date" means the date the Corporation receives from a
                Participant a completed Notice of Exercise form with payment for
                the Option Shares being purchased;

        (h)     "Exercise Period" means, with respect to any Option Shares, the
                period during which a Participant may purchase such Option
                Shares;

        (i)     "Insiders" has the meaning ascribed thereto in the Securities
                Act (Ontario);

        (j)     "Option" means a non-assignable and non-transferable option to
                purchase Shares granted pursuant to the Plan;

        (k)     "Optionee" means a Participant who has been granted one or more
                Options;

        (l)     "Option Shares" means Shares which are subject to purchase upon
                the exercise of outstanding Options;

        (m)     "Participant" means an employee or director of the Corporation
                or any of its Affiliates";

        (n)     "Plan" means the PixStream Incorporated Key Employee Stock
                Option Plan as set out herein;

        (o)     "Plan Shares" means the Shares reserved from time to time by the
                Board of Directors for issuance pursuant to the exercise of
                Options;

        (p)     "Retirement" means retirement from active employment with the
                Corporation, a Subsidiary or an Affiliate at or after age 65, or
                with the consent for purposes of the Plan of such officer of the
                Corporation as may be designated by the Board of Directors, at
                or after such earlier age and upon the completion of such years
                of service as the Board of Directors may specify;



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        (q)     "Shares" means the Class "A" Voting Common Shares of the
                Corporation; and

        (r)     "U.S. Participant" means any Participant that is an employee,
                and a resident of the United States of America, for U.S. income
                tax purposes;

3. ELIGIBILITY

        All Participants shall be eligible to participate in the Plan.
        Eligibility to participate shall not confer upon any Participant any
        right to be granted Options pursuant to the Plan. The extent to which
        any Participant shall be entitled to be granted Options pursuant to the
        Plan shall be determined in the sole and absolute discretion of the
        Board of Directors.

4. NUMBER OF OPTION SHARES AVAILABLE FOR GRANTS

        No Option may be granted by the Board of Directors which would have the
        effect of causing the total number of all Option Shares subject to
        purchase under outstanding Options to exceed the number of Plan Shares.

        Upon the expiration, surrender, cancellation or termination, in whole or
        in part, of an unexercised Option, the Option Shares subject to such
        Option shall be available for other Options to be granted from time to
        time.

        No Option may be granted by the Board of Directors which could result in
        the aggregate number of Shares reserved for issuance, pursuant to
        Options, together with all of the Corporation's other share compensation
        arrangements, to exceed fifteen percent (15%) of the aggregate number of
        issued and outstanding Shares and Class "B" Non-Voting Common Shares of
        the Corporation, unless approved of by Wesley Clover Corporation,
        3427374 Canada, Inc., Newbridge Networks Corporation, The VenGrowth
        Investment Fund Inc., Business Development Bank of Canada, Stephen
        Bacso, Marc Morin and/or Brad Siim (collectively the "Shareholders")
        where such Shareholders approving same represent sixty-six percent (66%)
        of the aggregate Shares and Class "B" Non-Voting Common Shares of the
        Corporation owned by the Shareholders."

        It is the intention of the Corporation that the Plan be treated, for
        U.S. income tax purposes, as a separate stock option plan with respect
        to its U.S. Participants only. Options issued to U.S. Participants under
        this separate stock option plan shall be treated as incentive stock
        options, as defined in section 422 of the Internal Revenue Code and the
        regulations promulgated thereunder.

        No Option may be granted by the Board of Directors that would have the
        effect of causing the total number of Option Shares, subject to purchase
        by U.S. Participants under this Plan, to exceed 2,000,000. For greater
        certainty, this also represents, for U.S. income tax purposes, the
        aggregate number of shares that may be issued under options pursuant to
        the separate stock option plan.



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5. GRANTING OF OPTIONS

        The Board of Directors may from time to time grant Options to
        Participants to purchase a specified number of Option Shares at a
        specified exercise price per share. The number of Option Shares to be
        granted, the exercise price, the Date of Grant, and such other terms and
        conditions of the Option shall, subject to the terms of the plan, be as
        determined by the Board of Directors.

6. EXERCISE PRICE

        The exercise price per Share purchasable under an Option shall be (i) if
        the Shares are listed and posted for trading on one Exchange, the
        closing sale price for board lots of Shares on such Exchange on the
        first business day immediately preceding the day on which the exercise
        price is to be determined on which at least one board lot was traded,
        (ii) if the Shares are listed and posted for trading on more than one
        Exchange the greatest of the closing sale prices for board lots of
        Shares on such Exchanges on the first business day immediately preceding
        the day on which the exercise price is to be determined on which at
        least one board lot was traded, and (iii) if the Shares are not listed
        for trading on an Exchange, the exercise price shall be determined by
        the Board of Directors but in any event shall not be lower than the fair
        market value of a Share on the Date of Grant.

7. EXERCISE PERIOD

        Unless otherwise specified by the Board of Directors at the time of
        granting an Option, and except as otherwise provided in the Plan, each
        Option shall be exercisable in the following installments:

               Options equal to 20% of the number of shares issuable under an
               Option will vest and become exercisable on the latter of the date
               which is 90 days following the Date of Grant or the date
               immediately following the conclusion of an employees probationary
               period. Additional options equal to 20% of the number of shares
               issuable under an Option will vest and become exercisable on each
               of the first, second, third and fourth anniversaries of the Date
               of Grant. Upon vesting, options will be exercisable until 5:00
               p.m. Waterloo time on the date of expiry of the Option.

        Once an installment becomes exercisable it shall remain exercisable
        until expiration or termination of the Option, unless otherwise
        specified by the Board of Directors. Each Option or installment may be
        exercised at any time or from time to time, in whole or in part, for up
        to the total number of Shares with respect to which it is then
        exercisable. The Board of Directors shall have the right to accelerate
        the date upon which any installment of any Option is exercisable.

8. TERM OF OPTIONS

        Subject to accelerated termination as provided for in the Plan, each
        Option shall, unless otherwise specified by the Board of Directors,
        expire on the fifth anniversary of the Date of Grant, provided that in
        no case shall an Option expire subsequent to the tenth anniversary of
        the initial Date of Grant..

9. EXERCISE OF OPTIONS

        An Optionee may at any time within the Exercise Period elect to purchase
        all or a portion of the Option Shares which such Optionee is then
        entitled to purchase by delivering to the Corporation a completed Notice
        of Exercise, specifying the Date of Grant of the Option being exercised,
        the exercise price of the Option and the number of Option Shares the
        Optionee desires to purchase. The Notice of Exercise shall be
        accompanied by payment in full of the purchase price for such Option
        Shares. Payment can be made by cash, certified cheque, bank draft, money
        order or the equivalent payable to the order of the Corporation or by
        such other means as may be specified by the Board of Directors.



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10. WITHHOLDING OF TAX

        If the Corporation determines that under the requirements of applicable
        taxation laws it is obliged to withhold for remittance to a taxing
        authority any amount upon exercise of an Option, the Corporation may,
        prior to and as a condition of issuing the Option Shares, require the
        Optionee exercising the Option to pay to the Corporation, in addition to
        and in the same manner as the purchase price for the Option Shares, such
        amount as the Corporation is obliged to remit to such taxing authority
        in respect of the exercise of the Option. Any such additional payment
        shall, in any event, be due no later than the date as of which any
        amount with respect to the Option exercised first becomes includable in
        the gross income of the Optionee for tax purposes.

11. SHARE CERTIFICATES

        Upon exercise of an Option and payment in full of the purchase price and
        any applicable tax withholdings, the Corporation shall cause to be
        issued and delivered to the Optionee within a reasonable period of time
        a certificate or certificates in the name of or as directed by the
        Optionee representing the number of Shares the Optionee has purchased.

12. TERMINATION OF EMPLOYMENT

        Unless otherwise determined by the Board of Directors, if an Optionee's
        employment or services terminate for any reason other than death,
        Disability or Retirement, any Option held by such Optionee shall
        thereupon terminate, except that each such Option, to the extent then
        exercisable, may be exercised for the lesser of 60 days or the balance
        of such Option's term.

        Options shall not be affected by any change of employment within or
        among the Corporation, its Affiliates or, unless otherwise determined by
        the Board of Directors, so long as the Participant continues to be an
        employee of the Corporation or its Affiliates.

13. TERMINATION BY REASON OF DEATH, DISABILITY OR RETIREMENT

        If an Optionee's employment or services terminate by reason of death,
        Disability or Retirement, any Option held by such Optionee may
        thereafter be exercised, to the extent then exercisable or to such other
        extent as the Board of Directors may determine, for a period of 365 days
        (or such other period as the Board of Directors may specify) from the
        date of such death, Disability or Retirement or until the expiration of
        the stated term of such Option, whichever period is the shorter.

14. TRANSFER AND ASSIGNMENT

        Options granted under the Plan are not assignable or transferable by the
        Optionee or subject to any other alienation, sale, pledge or encumbrance
        by such Optionee except by will or by the laws of descent and
        distribution. During the Optionee's lifetime Options shall be
        exercisable only by the Optionee. The obligations of each Optionee shall
        be binding on his heirs, executors and administrators.

15. NO RIGHT TO EMPLOYMENT

        The granting of an Option to a Participant under the Plan does not
        confer upon the Participant any right to expectation of employment by,
        or to continue in the employment of, the Corporation, any Subsidiary or
        an Affiliate, or to be retained as a consultant by the Corporation, any
        Subsidiary or an Affiliate.

16. RIGHTS AS SHAREHOLDERS

        The Optionee shall not have any rights as a shareholder with respect to
        Option Shares until full payment has been made to the Corporation and a
        share certificate or share certificates have been duly issued.



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17. ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the board of directors which shall
        have the authority to:

        (a)    determine the individuals and entities (from among the class of
               individuals and entities eligible to receive Options) to whom
               Options may be granted;

        (b)    determine the number of Option Shares to be subject to each
               Option;

        (c)    determine the terms and conditions of any grant of Option,
               including but not limited to

               (i)    the time or times at which Options may be granted;

               (ii)   the exercise price at which Option Shares subject to each
                      Option may be purchased;

              (iii)   the time or times when each Option shall become
                      exercisable and the duration of the Exercise Period;

               (iv)   whether restrictions or limitations are to be imposed on
                      Option Shares, and the nature of such restrictions or
                      limitations, if any; and

                (v)   any acceleration of exercisability or waiver of
                      termination regarding any Option, based on such factors as
                      the Board of Directors may determine;

        (d)    interpret the Plan and prescribe and rescind rules and
               regulations relating to the Plan.

        The interpretation and construction by the Board of Directors of any
        provisions of the Plan or of any Option granted under it shall be final
        and binding on all persons. No member of the Board of Directors shall be
        liable for any action or determination made in good faith with respect
        to the Plan or any Option granted under it. The Board of Directors may
        delegate day-to-day administration of the Plan to such officers and
        employees of the Corporation or any Subsidiary as the Board of Directors
        shall determine provided that any Options granted by such officers or
        employees must be ratified by the Board of Directors.

18. RECAPITALIZATION AND REORGANIZATION

        The number of Option Shares subject to each outstanding Option and the
        purchase price for such Option Shares shall be appropriately adjusted
        for any subdivision, redivision, consolidation or any similar change
        affecting the Shares.

19. CONDITIONS OF EXERCISE

        The Plan and each Option shall be subject to the requirement that, if at
        any time the Board of Directors determines that the listing,
        registration or qualification of the Shares subject to such Option upon
        any securities exchange or under any provincial, state or federal law,
        or the consent or approval of any governmental body, securities
        exchange, or the holders of the Shares generally, is necessary or
        desirable, as a condition of, or in connection with, the granting of
        such Option or the issue or purchase of Shares thereunder, no such
        Option may be granted or exercised in whole or in part unless such
        listing, registration, qualification, consent or approval shall have
        been affected or obtained free of any conditions not acceptable to the
        Board of Directors.

20. LOANS

        The Board of Directors may, in its discretion, but subject always to
        section 44 of the Corporations Act, grant loans, on such terms as are
        permitted by law and the Board of Directors may determine, to Optionees
        to enable them to purchase Option Shares, provided that all Shares
        purchased with the proceeds of such loans shall be held by a trustee
        until the Corporation has been repaid in full.

21. NOTICES

        All written notices to be given by the Optionee to the Corporation shall
        be delivered personally or by registered mail, postage prepaid,
        addressed as follows:

        PixStream Incorporated
        180 Columbia Street West



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        Waterloo, Ontario, Canada
        N2L 3L3     Attention:  Secretary

        Any notice given by the Optionee pursuant to the terms of an Option
        shall not be effective until actually received by the Corporation at the
        above address.

22. CORPORATE ACTION

        Nothing contained in the Plan or in an Option shall be construed so as
        to prevent the Corporation from taking corporate action which is deemed
        by the Corporation to be appropriate or in its best interest, whether or
        not such action would have an adverse effect on the Plan or any Option.

23. AMENDMENTS

        The Board of Directors shall have the right, in its sole discretion, to
        alter, amend, modify or terminate the Plan or any Option granted under
        the Plan at any time without notice. The Board of Directors shall not,
        however, alter, amend or modify Schedule I more often than once every
        six months other than to comport with changes to applicable tax and
        employee benefit laws and the respective rules and regulations
        thereunder. No such amendment, however, may, without the consent of the
        Optionee, alter or impair any rights or increase any obligations with
        respect to an Option previously granted under the Plan.


25. FURTHER ASSURANCES

        Each Participant shall, when requested to do so by the Corporation, sign
        and deliver all such documents relating to the granting or exercise of
        Options deemed necessary or desirable by the Corporation.

26. GOVERNING LAW

        The Plan is established under the laws of the Province of Ontario, and
        the rights of all parties and the construction and effect of each
        provision of the Plan shall be according to the laws of the Province of
        Ontario.



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