<PAGE>

                                                                  Exhibit (d)(5)

                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                  COVERING SECURITIES THAT HAVE BEEN REGISTERED
                 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.*

                             Extreme Networks, Inc.
                       2000 Nonstatutory Stock Option Plan

     This memorandum contains information regarding the Extreme Networks, Inc.
2000 Nonstatutory Stock Option Plan, under which shares of common stock of
Extreme Networks, Inc. (the "Company"), in any combination of authorized but
unissued shares or reacquired shares, may be offered to eligible employees of
the Company or any parent corporation, subsidiary corporation or affiliate of
the Company (each a "Participating Company").

     Upon written or oral request, the Company will provide without charge, to
each person to whom a copy of this memorandum is delivered, a copy of the
Company's Registration Statement by which the securities described in this
memorandum are registered and copies of the documents that have been
incorporated by reference in the Company's Registration Statement (not including
exhibits to the documents that are incorporated by reference unless such
exhibits are specifically incorporated by reference into the documents that the
Registration Statement incorporates). Upon written or oral request, the Company
will also provide without charge, to each person to whom a copy of this
memorandum is delivered, an additional copy of this memorandum, a copy of the
Company's annual report to stockholders for its latest fiscal year, and a copy
of all reports, proxy statements and other communications distributed to its
stockholders for its latest fiscal year and a copy of all reports, proxy
statements and other communications distributed to its stockholders generally.
Such requests should be directed to the Chief Financial Officer, Extreme
Networks, Inc., 3585 Monroe Street, Santa Clara, California 95051, (408)
579-2800. Alternatively, on the Securities and Exchange Commission's web site at
http://www.sec.gov, you will find the Registration Statement, reports, proxy
statements and other information regarding the Company that was filed
electronically.

     Except for the person set forth in the foregoing paragraph, no person has
been authorized to give any information or make any representations, other than
those contained in this prospectus, in connection with the Plan, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. This prospectus does not constitute an offering
in any state in which such offering may not lawfully be made.

--------------------------------------------------------------------------------
  * Q&As 4, 22 and 35 OF THIS DOCUMENT DO NOT CONSTITUTE A PART OF A PROSPECTUS
                                       ------
    COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
                                1933, AS AMENDED.
--------------------------------------------------------------------------------

                The date of this prospectus is October 22, 2001.
                -----------------------------------------------




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                     <C>
INTRODUCTION..........................................................................      1

ELIGIBILITY & PARTICIPATION...........................................................      2

OPTION GRANTS.........................................................................      3

VESTING...............................................................................      3

OPTION EXERCISE.......................................................................      4

EMPLOYMENT STATUS.....................................................................      6

TERMINATING SERVICE WITH THE COMPANY..................................................      6

STOCKHOLDER RIGHTS....................................................................      7

TRANSFER OF CONTROL OF THE COMPANY....................................................      8

STOCK SALES...........................................................................      9

TAX IMPLICATIONS OF NONSTATUTORY STOCK OPTIONS........................................      9

FEDERAL SECURITIES LAWS AFFECTING PARTICIPANTS........................................     11

PLAN ADMINISTRATION...................................................................     12

AMENDMENT OR TERMINATION OF THE PLAN..................................................     13

OTHER INFORMATION.....................................................................     13
</TABLE>


                                        i

<PAGE>

                            Questions & Answers About

     Extreme Networks, Inc. 2000 Nonstatutory Stock Option Plan

================================================================================

     The purpose of this prospectus is to provide you with a summary of the
terms of the Extreme Networks, Inc. 2000 Nonstatutory Stock Option Plan (the
"Plan"). Should any inconsistency exist between the following description and
the actual terms of the Plan or your Stock Option Agreement, the terms of the
Plan and your Stock Option Agreement control.

================================================================================

INTRODUCTION

================================================================================

1.   What is the purpose of the Plan?

     The Company adopted the Plan to attract, retain and reward selected
     employees of and consultants to the Company or any parent corporation,
     subsidiary corporation or affiliate, and to motivate them to contribute to
     the growth and profitability of the Company. Under the Plan, the Company
     may grant nonstatutory stock options to purchase the common stock of the
     Company at a specified price to any such employees and consultants as may
     be selected by the Company's board of directors (the "Board").

2.   What is a stock option?

     A stock option gives the option holder the right to purchase a specified
     number of shares within a specified time period at a price determined at
     the time the option is granted. The exact number and the price of shares
     you are entitled to purchase under the option granted to you is set forth
     in your Notice of Grant of Stock Options (the "Notice") and Stock Option
     Agreement (the "Option Agreement").

3.   What is a nonstatutory stock option?

     The Plan authorizes only nonstatutory stock options. The Plan is not
     intended to qualify as an "incentive stock option plan" under Section 422
     of the Internal Revenue Code of 1986, as amended. A nonstatutory stock
     option is one that does not provide the special tax treatment accorded to
     incentive stock options. See Q&A 36 through 43 regarding the major federal
     income tax consequences of a nonstatutory stock option.

4.   What are the benefits of receiving a stock option?

     If the value of the Company increases, then the value of the Company's
     stock and the value of your option will increase proportionately. Since
     your option gives you the right to purchase shares of the Company's stock
     at a fixed price during the period specified in your Notice, you may
     ultimately profit from any increase in the value of the stock. If you


                                        1

<PAGE>

     choose to exercise your option, then, as a stockholder, you will become a
     part owner of the Company and will have the right to receive any dividends
     paid on your stock and all communications sent to the Company's common
     stockholders, attend all stockholder meetings and vote upon all matters
     presented to the stockholders at such meetings. However, once you purchase
     shares, you also bear the risk of price declines.

5.   What is the total number of shares that may be issued under the Plan?

     A total of 4,000,000 shares of the Company's common stock are reserved for
     issuance under the Plan. The shares may be authorized but unissued shares,
     or reacquired shares, including shares purchased on the open market.

6.   What happens if there is a change in the Company's capital structure?

     If there is a change in the Company's capital structure, the Company will
     make appropriate adjustments to the number and class of shares subject to
     the Plan and your outstanding options, and to the purchase price under your
     outstanding options. A "change in the Company's capital structure"
     includes: a stock dividend, stock split, reverse stock split,
     recapitalization, combination, reclassification, or similar change
     affecting the Company's shares.

7.   Is the Plan subject to the provisions of the Employee Retirement Income
     Security Act of 1974 ("ERISA")?

     No. The Plan is not subject to ERISA.

================================================================================

ELIGIBILITY & PARTICIPATION

================================================================================

8.   Am I eligible to receive options under the Plan?

     You are eligible to receive options under the Plan if you are a current or
     prospective (pursuant to a written offer of employment or engagement)
     employee of or consultant to the Company or any parent corporation or
     subsidiary corporation of the Company (the "Participating Company Group").

9.   Do I need to enroll in the Plan?

     No. You do not need to enroll in the Plan in order to receive stock options
     under the Plan. The decision to grant or not to grant options to any
     otherwise eligible person is solely within the discretion of the Board or a
     committee of the Board. However, the Board may not grant options to any
     person whose participation in the Plan would require the approval of the
     Company's stockholders under any applicable law, regulation or rule.


                                        2

<PAGE>

================================================================================

OPTION GRANTS

================================================================================

10.  What is the Date of Option Grant?

     The "Date of Option Grant" is the day that the Company grants you an option
     to purchase the Company's common stock unless the Board specifies a later
     effective date. Your Date of Option Grant is stated in your Notice.

11.  How many shares does my option cover?

     The number of shares covered by each option is determined by the Board at
     its discretion. If you are granted an option, the number of shares subject
     to your option is stated in your Notice.

12.  What is the Option Expiration Date?

     The "Option Expiration Date" is the last day on which you may exercise your
     option, unless your option has terminated on an earlier date due to your
     termination of service or other events described in your Option Agreement.
     Unless otherwise stated in your Notice, the Option Expiration Date is the
     date ten (10) years after your Date of Option Grant.

13.  Must I sign a Stock Option Agreement?

     Yes. No option is valid or a binding obligation of the Company unless
     evidenced by a fully executed Notice.

================================================================================

VESTING

================================================================================

14.  What are the vesting provisions of my option?

     Your Notice states the rate at which your option vests and becomes
     exercisable.

15.  Does my termination from service affect the vesting of my option?

     Yes. Generally, upon your termination of service, your vesting will stop
     and the vested percentage of your option will depend on your length of
     service at the date of your termination.


                                        3

<PAGE>

================================================================================

OPTION EXERCISE

================================================================================

16.  What is my option exercise date or purchase date?

     The exercise date is the day that you exercise your option to purchase
     shares of the Company's common stock.

17.  When may I exercise my option?

     You may exercise your option on and after the date stated in your Notice
     and prior to the Option Expiration Date. If you were granted an option as a
     prospective employee or prospective consultant, you may not in any event
     exercise your option prior to the date on which your service commences.

18.  How many shares may I purchase?

     When you exercise your option, you may purchase up to a number of shares
     equal to the Vested Shares, as defined in your Option Agreement, less the
     number of shares you previously acquired by exercising your option. See Q&A
     12 for a discussion of the Option Expiration Date.

19.  How do I exercise my option?

     To exercise your option you must give written notice to the Company and pay
     the exercise price for the shares you are purchasing. The notice must state
     your election to exercise the option, the number of whole shares of the
     Company stock you are purchasing and any other information required by your
     Option Agreement. You must sign the written notice and deliver it in
     person, by certified or registered mail, return receipt requested, by
     confirmed facsimile transmission, or by such other means as the Company may
     permit, to the Chief Financial Officer of the Company, or other authorized
     representative of the Participating Company Group. You must deliver the
     written notice and your exercise price payment prior to the termination of
     the option. The option is deemed to be exercised upon receipt by the
     Company of such written notice, the aggregate exercise price and tax
     withholding obligations, if any. See Q & A 21 for authorized forms of
     payment.

20.  What is the exercise price of my option?

     The exercise price of your option is stated in your Notice. This price was
     established in the sole discretion of the Board, when your option was
     granted, and, under the terms of the Plan, had to be set at no less than
     the "fair market value" of a share of the Company common stock on the Date
     of Option Grant. The "fair market value" for this purpose is generally the
     closing sale price of a share on the applicable date as quoted on the
     Nasdaq National Market and reported in The Wall Street Journal.


                                        4

<PAGE>

21.  How do I pay for the stock when I exercise my option?

     Generally, you may pay the exercise price using any combination of the
     following methods:

            1.     Cash, check, or cash equivalent.

            2.     By tender to the Company, or attestation to the ownership, of
                   shares of the Company common stock you own which have a fair
                   market value not less than the exercise price. This method of
                   payment may not be used if it would constitute a violation of
                   the provisions of any law, regulation or agreement
                   restricting the redemption of the Company's stock. In
                   addition, this method of payment may not be used unless you
                   either have owned the tendered shares for more than six (6)
                   months or did not acquire the shares directly or indirectly
                   from the Company.

            3.     A " cashless exercise." A "cashless exercise" means the
                   assignment to the Company of the proceeds of a sale or loan
                   with respect to some or all of the shares being acquired upon
                   the exercise of the option. A form of cashless exercise is
                   often referred to as "same-day sale." the Company retains the
                   right to establish, decline to approve or terminate any
                   program or procedures for the exercise of options by means of
                   a cashless exercise.

            4.     By a promissory note in form approved by the Company. This
                   method of payment is in the Company's sole discretion at the
                   time the Option is exercised and may not be used if it would
                   constitute a violation of the provisions of any law or
                   regulation.

     The Board may at any time or from time to time grant options which do not
     permit all of the foregoing forms of consideration to be used in payment of
     the exercise price or which otherwise restrict one or more forms of
     consideration.

22.  Will I receive stock certificates for the shares that I purchase?

     Except in the case where you pay the exercise price by means of a cashless
     exercise, you will receive a certificate for the shares you have purchased
     that will be registered in your name, or, if applicable, in the names of
     your heirs. The Company is not required to issue fractional shares upon the
     exercise of an option.


                                        5

<PAGE>

================================================================================

EMPLOYMENT STATUS

================================================================================

23.  If I receive an option under the Plan will it affect the terms of my
     employment?

     No. Unless you have a written employment contract with the Company
     providing otherwise, your employment is "at-will." This means that either
     you or your employer has the right to end your employment relationship at
     any time, for any reason, with or without cause. If you receive an option
     under the Plan, it will not affect your "at-will" relationship with the
     Company.

24.  What happens if I take a leave of absence?

     Generally, if you take any military leave, sick leave, or other bona fide
     leave of absence approved by the Company, your service for Plan purposes
     will continue. However, if such a leave exceeds 90 days, your service will
     be deemed to have terminated on the 91st day of such leave unless your
     right to return to service with the Participating Company Group is
     guaranteed by statute or contract. Unless otherwise provided, your leave of
     absence will not be treated as service for the purposes of determining
     vesting under your Option Agreement.

================================================================================

TERMINATING SERVICE WITH THE COMPANY

================================================================================

25.  What service counts for purposes of the Plan?

     "Service" for Plan purposes means your employment or service with the
     Participating Company, whether in the capacity of an employee or a
     consultant. Your service will not be deemed terminated merely because of a
     change in the capacity of the service you render to the Participating
     Company or a change in the Participating Company for which you render such
     service, provided there is no interruption or termination of your service.
     Subject to the terms of the Plan and your Option Agreement, the Company
     will have the discretion to determine if and when your service has
     terminated for purposes of the Plan.

26.  What happens to my option if my service terminates?

     The effect of your termination of service is specified in your Option
     Agreement. With certain exceptions described below, if your service
     terminates and your option was granted prior to April 17, 2001, you will
     generally have 30 days from the date of your termination of service (but in
     no event later than the Option Expiration Date) to exercise the vested
     portion of your option. However, if your option is granted after April 17,
     2001, you will generally have 90 days from the date of your termination of
     service (but in

                                        6

<PAGE>

     no event later than the Option Expiration Date) to exercise the vested
     portion of your option.

     If your service terminates due to your disability or death, you (or your
     estate) have twelve (12) months following termination (but in no event
     later than the Option Expiration Date) to exercise the vested portion of
     your option.

     If the exercise of your option within the applicable time periods set forth
     above is prevented by securities law, your option will remain exercisable
     until one (1) month after the date you are notified by the Company that the
     Option is exercisable (but in no event later than the Option Expiration
     Date).

     If a sale within the applicable time periods set forth above of shares
     acquired by the exercise of your option will subject you to a suit under
     Section 16(b) of the Exchange Act, your exercise period may be extended
     until the earliest of (i) the 10th day following the date on which a sale
     of such shares would no longer be subject to suit, (ii) the 190th day after
     your termination of service, or (iii) the Option Expiration Date. See Q&A
     12 for the meaning of Option Expiration Date.

27.  What happens to my shares if my service with the Company terminates?

     You are entitled to retain ownership of any vested shares you have
     purchased until such time as you decide to sell them. Generally, your
     option will terminate and you will forfeit any shares that have not vested
     or not exercised as of the date your option terminates.

================================================================================

STOCKHOLDER RIGHTS

================================================================================

28.  Do I become a stockholder when I receive an option?

     No. You have no rights as a Company stockholder merely by virtue of being
     an option holder.

29.  When do I have rights as a stockholder?

     You have rights as a Company stockholder on the date you are issued the
     shares for which your option has been exercised, as evidenced by the
     appropriate entry on the books of the Company or of a duly authorized
     transfer agent of the Company.

30.  What information do I receive as an option holder?

     You will be given access to information concerning the Company equivalent
     to the information generally made available to the Company's common
     stockholders.

                                        7

<PAGE>

31.  Can I assign or transfer my options?

     Generally, no. During your lifetime, your options can only be exercised by
     you, your guardian or legal representative. You cannot transfer or assign
     any option, except by will or by the laws of descent and distribution.

================================================================================

TRANSFER OF CONTROL OF THE COMPANY

================================================================================

32.  What is a "transfer of control"?

     A "transfer of control" of the Company includes any of the following events
     in which the stockholders of the Company immediately before such event do
     not retain direct or indirect beneficial ownership of at least a majority
     of the beneficial interest in the voting stock of the Company or its
     successor:

           (1)      A direct or indirect sale or exchange by the stockholders of
                    the Company of more than fifty percent (50%) of the voting
                    stock of the Company.

           (2)      A merger or consolidation in which the Company is a  party.

           (3)      The sale, exchange or transfer of all or substantially all
                    of the assets of the Company (other than a sale, exchange or
                    transfer to one or more subsidiaries of the Company).

           (4)      Liquidation or dissolution of the Company.

33.  What happens to my option if there is a transfer of control?

     If a transfer of control occurs, the surviving, continuing, successor, or
     purchasing corporation or parent corporation of any of these may assume the
     Company's rights and obligations under outstanding options or substitute
     for outstanding options substantially equivalent options for the acquiring
     corporation's stock. However, if the acquiring corporation does not assume
     or substitute for outstanding options, any unexercisable or unvested
     portion of the option shall terminate unless otherwise provided in your
     Option Agreement. The Board may, in its discretion, provide in your Option
     Agreement that, in the event of a transfer of control, the vesting of the
     outstanding option shall accelerate to such extent as specified in your
     Option Agreement.

     Any option or portion thereof which is neither assumed or substituted for
     by the acquiring corporation nor exercised as of the date of the transfer
     control will terminate and cease to be outstanding effective as of the date
     of the transfer of control.

                                        8

<PAGE>

================================================================================

STOCK SALES

================================================================================

34.  When may I sell the shares that I receive by exercising my option?

     Generally, you may sell the shares that you receive at any time after the
     shares have been issued in your name. Before you sell any of your shares,
     you should discuss the tax implications of the sale with a tax advisor. See
     below, Tax Implications of Nonstatutory Stock Options.

35.  Do I pay brokerage commissions on the purchase of shares under the Plan or
     when I subsequently sell such shares?

     You will not pay any brokerage commissions when you exercise your option
     and purchase shares. However, you will be responsible for paying any
     brokerage commissions you incur on your subsequent sale of such shares.

================================================================================

TAX IMPLICATIONS OF NONSTATUTORY STOCK OPTIONS

================================================================================

     The tax consequences arising in connection with options are complex and
subject to change. The following summary is only a general guide to the current
U.S. federal income tax consequences of nonstatutory options granted under the
Plan and does not describe all such possible tax consequences or consequences
associated with incentive stock options. In addition, your particular situation
may be such that some variation of the general rules is applicable. For example,
the following summary does not describe the tax consequences of certain
transactions, such as if shares are used to exercise an option, if shares
acquired by exercise of an option are sold to certain related parties, or if you
acquire substantially identical shares within the 30-day period before or after
your sale of shares acquired upon exercise of an option. YOU SHOULD CONSULT YOUR
OWN TAX ADVISORS PRIOR TO THE EXERCISE OF ANY OPTION AND PRIOR TO THE
DISPOSITION OF ANY SHARES ACQUIRED UNDER THE PLAN.

36.  Is the grant to me of a stock option a taxable event?

     No. You do not receive taxable income merely because you are granted an
     option under the Plan.

37.  Is my exercise of an option a taxable event?

     Yes. You will receive taxable income as a result of your exercise of a
     nonstatutory stock option. Generally, the amount of that income is
     determined on your exercise date. At

                                        9

<PAGE>

     that time, you will recognize ordinary income equal to the excess of the
     fair market value of the shares on the exercise date over the purchase
     price you pay for the shares. If you are an employee or former employee,
     that ordinary income is treated as wages subject to income and employment
     tax withholding.

38.  Is my subsequent sale of shares acquired under the Plan a taxable event?

     Yes. Your sale of any shares that you acquire under the Plan is a taxable
     event. At that time, you will recognize capital gain or loss equal to any
     additional gain or loss recognized in the disposition. That gain or loss is
     determined by the difference between the amount you realize on the sale of
     the shares and the fair market value of those shares on the option exercise
     date. The tax consequences of disposing of the shares will vary depending
     on how long you have held the shares.

39.  What are long-term and short-term capital gains?

     A capital gain or loss will be long-term if you hold the shares for more
     than 1 year after your purchase date and short-term if you hold the shares
     for 1 year or less after your purchase date. Currently, long-term capital
     gains are subject to a maximum federal income tax rate of 20%.

40.  Will any amounts be withheld from my paycheck to cover my tax liability?

     If you are an employee or former employee, when you purchase shares by
     exercising your option, you must make adequate provision for any federal,
     state, local or foreign tax withholding obligations. Generally, you will be
     required to pay directly to the Company or your employer the full amount of
     your tax withholding obligation at the time you exercise your option. If
     you exercise your option in a cashless exercise (same-day sale), you will
     be required to assign to the Company a portion of your share sale proceeds
     sufficient to pay your withholding tax. The Company may, but is not
     required to, withhold from your compensation the amount necessary to meet
     its tax withholding obligations. If you request, the Company may, but is
     not obligated to, withhold from the vested shares otherwise issuable to you
     on exercise of your option a number of whole shares having a fair market
     value on the exercise date not in excess of the minimum amount of tax
     required to be withheld by law. The Company will not be liable to you for
     any adverse tax consequences you suffer in connection with this share
     withholding procedure. The Company has no obligation to deliver shares of
     stock until you have satisfied the withholding obligation.

41.  Will I owe any other taxes?

     The above discussion is only a summary of certain aspects of the highly
     complex U.S. federal income tax rules applicable to nonstatutory options
     and does not deal with other taxes which may affect you, such as state and
     local income taxes, federal and state estate, gift and inheritance taxes
     and taxes of countries other than the United States of America. You should
     obtain and rely on the advice of your own tax advisor with respect to such
     matters.


                                       10

<PAGE>

42.  Who can I talk to about my specific tax situation?

     Since the tax implications of stock options can be complex and can vary by
     individual, we suggest that you contact your tax advisor with questions
     specific to your situation.

43.  Does the Company receive a tax deduction?

     The Company is generally entitled to a tax deduction equal to the ordinary
     income that you recognize under the rules discussed above, except to the
     extent such deduction is limited by applicable provisions of the Internal
     Revenue Code or the regulations thereunder.

================================================================================

FEDERAL SECURITIES LAWS AFFECTING PARTICIPANTS

================================================================================

44.  What is Section 16(b)?

     Section 16(b) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), permits the recovery by the Company of any profit realized
     by an "Insider" from each purchase and subsequent sale, or sale and
     subsequent purchase, of shares within any period of less than six months.
     An "Insider" for this purpose is any officer or director of the Company or
     person who is directly or indirectly the beneficial owner of more than 10%
     of any class of equity security of the Company that is registered under
     Section 12 of the Exchange Act. If you are an Insider, you should consult
     with the Company's general counsel or your own legal advisor prior to the
     disposition of any shares in order to ascertain the precise application to
     your particular situation of your reporting obligations and liability under
     Section 16(b).

45.  What is Rule 10b-5?

     Rule 10b-5 under the Exchange Act prohibits you from engaging in fraudulent
     practices in connection with the purchase or sale of securities. This rule
     generally prohibits you from buying or selling the Company's securities
     using material information about the Company which has not yet been
     released to the public. Before buying or selling any shares and, in
     particular, before selling shares acquired under the Plan, you should
     consult with the Company's general counsel regarding the applicability of
     any the Company "trading window" policies prohibiting trading in the
     Company's stock during specified periods of the year when material inside
     information is likely to be held prior to its release to the public.

46.  What is Rule 144?

     "Affiliates" of the Company are generally obligated to resell shares in
     compliance with Rule 144 promulgated by the Securities and Exchange
     Commission under the Securities Act of 1933, as amended (the "Securities
     Act"). Participants in the Plan with the power


                                       11

<PAGE>

     to manage and direct the policies of the Company, relatives of such
     participants, and trusts, estates, corporations, or other organizations
     controlled by such participants may be deemed to be "Affiliates" of the
     Company.

     Rule 144 requires that sales by Affiliates be effected in "broker
     transactions" (as defined in Rule 144), and limits the number of shares
     that may be sold in any 3-month period to no more than the greater of 1% of
     the outstanding shares or the average weekly reported volume of trading in
     shares during the 4 calendar weeks preceding the filing of the required
     notice of the proposed sale. Since the shares have been registered under
     the Securities Act, Affiliates selling shares in compliance with Rule 144
     are not subject to the holding period requirements of Rule 144.

================================================================================

PLAN ADMINISTRATION

================================================================================

47.  Who administers the Plan?

     The Plan is administered by the Board and/or by a duly appointed committee
     having such powers as specified by the Board. All questions of
     interpretation of the Plan or of any option are determined by the Board,
     whose decisions are final and binding upon all persons having an interest
     in the Plan.

48.  What is the term of the Board?

     Directors hold office until the expiration of the term for which elected
     and until their successors are elected and qualified or until their earlier
     death, resignation or removal from office. Members of the Board receive no
     additional compensation for administering the Plan.

49.  Does the Company have any role in administering the Plan?

     Yes. While Board has overall authority for administering the Plan, the
     Company, acting through its officers, may from time to time establish,
     change or terminate rules, guidelines, policies, procedures, limitations or
     adjustments as deemed advisable by the Company, in its sole discretion, in
     the administration of the Plan.


                                       12

<PAGE>

================================================================================

AMENDMENT OR TERMINATION OF THE PLAN

================================================================================

50.  Can the Plan be amended or terminated?

     Yes. The Board may terminate or amend the Plan at any time. However, no
     termination or amendment of the Plan may adversely affect an option
     previously granted to you without your consent, unless such termination or
     amendment is necessary to comply with any applicable law, regulation or
     rule.

51.  How long can the Plan remain in effect?

     The Plan will remain in effect until either all shares available for
     issuance under the Plan have been issued or the Board terminates the Plan,
     whichever is earlier.

================================================================================

OTHER INFORMATION

================================================================================

52.  Where can I get additional information?

     You can get additional information about the Plan by contacting the Chief
     Financial Officer of the Company at 3585 Monroe Street, Santa Clara,
     California 95051, (408) 579-2800.

53.  Can anyone at the Company provide me with tax advice?

     No. Since the tax implications of your stock options can be complex and can
     vary by individual, you should contact your individual tax advisor with
     questions specific to your situation.

54.  What documents are incorporated by reference in this prospectus?

     The following documents and information previously filed by the Company
     with the Securities and Exchange Commission are incorporated by reference
     in this prospectus:

     .     the Company's latest annual report on Form 10-K filed pursuant to
           Sections 13(a) or 15(d) of the Exchange Act, containing audited
           financial statements for the Company's latest fiscal year;

     .     All other reports filed pursuant to Section 13(a) or 15(d) of the
           Exchange Act since the end of the fiscal year covered by the
           registrant document referred to above;

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<PAGE>

      .    The description of the Company's common stock contained in its
           Registration Statement on Form 8-A filed under the Exchange Act,
           including any amendment or report filed for the purpose of updating
           such description; and

      .    All documents filed by the Company pursuant to Sections 13(a), 13(c),
           14 and 15(d) of the Exchange Act after the date of this prospectus
           and prior to the filing of a post-effective amendment which indicates
           that all securities offered have been sold or which deregisters all
           securities then remaining unsold, shall be deemed to be incorporated
           by reference in this prospectus and to be part hereof from the date
           of filing such documents.


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