<PAGE>

                                                                  EXHIBIT (d)(8)

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

                             Extreme Networks, Inc.
                       2001 Nonstatutory Stock Option Plan

     This memorandum contains information regarding the Extreme Networks, Inc.
2001 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. 2001 Nonstatutory Stock Option Plan

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

         The purpose of this prospectus is to provide you with a summary of the
terms of the Extreme Networks, Inc. 2001 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"). However, if you are an officer or a
         director of the Company, you are not eligible to receive any options
         under the Plan to the extent that your participation is prohibited
         under the Nasdaq National Market listing requirements.

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
         Notice. Unless otherwise stated in your Option Agreement, 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 number of shares subject to your option multiplied
         by your vested percentage, 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, you will generally have thirty (30) days from the date of
         your termination of service (but in no event later than the Option
         Expiration Date) in which to exercise the vested portion of your
         option.

                                       6

<PAGE>

         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 any 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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          .   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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