NETWORK EQUIPMENT TECHNOLOGIES INC
EX-10.33
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<TYPE>EX-10.33
<SEQUENCE>5
<FILENAME>gex10_33-31292.txt
<DESCRIPTION>EX-10.33
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                                                                   EXHIBIT 10.32

                      NETWORK EQUIPMENT TECHNOLOGIES, INC.
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                      AMENDED AND RESTATED AUGUST 10, 1999
                             AMENDED APRIL 16, 2002
                              AMENDED MAY 16, 2003


1.   PURPOSE. The Network Equipment Technologies Employee Stock Purchase Plan
     (the "Plan") is designed to foster continued employee retention and cordial
     employee relations, to encourage and assist employees of Network Equipment
     Technologies, Inc. (the "Company") and its designated subsidiaries, to
     acquire stock in the Company, and to help them provide for their future
     financial security. This Plan is the successor to the Company's 1990
     Employee Stock Purchase Plan ("1990 Plan").

2.   SHARES SUBJECT TO PLAN.

     (a)  NUMBER OF SHARES: The Company has reserved for purchase under the Plan
          a total of 2,600,000 shares of its Common Stock (the "Shares") plus
          shares remaining under the 1990 Plan after April 30, 1998
          (collectively "share limitation"). Shares sold under the Plan may be
          newly or previously issued shares, but all shares issued under the
          Plan, regardless of source, shall be counted against the share
          limitation.

     (b)  ADJUSTMENTS: In the event of any reorganization, recapitalization,
          stock split, reserve stock split, stock dividend, combination of
          shares, merger, consolidation, offering of rights or other similar
          change in the structure of the capital stock of the Company, the
          Company may make such adjustment, if any, as it may deem appropriate
          in the number, kind, and subscription price of the securities
          available for purchase under the Plan and in the maximum number of
          securities that a member is entitled to purchase. The Company may also
          make further adjustments to cause the Plan to qualify under Section
          423 or any successor provision of the Internal Revenue Code of 1986,
          as amended (the "Code"), if and to the extent that it deems such
          qualification necessary or desirable.

3.   ADMINISTRATION. The Plan shall be administered by such officers and
     employees of the Company or other persons as the Company's Board of
     Directors from time to time may select (the "Plan Committee"). All costs
     and expenses incurred in administering the Plan shall be paid by the
     Company, provided that any taxes applicable to a member's participation in
     the Plan may be charged to the member by the Company.

     The Plan Committee may make such rules and regulations as it deems
     necessary to administer the Plan and to interpret the provisions of the
     Plan. Any determination, decision, or action of the Plan Committee in
     connection with the construction, interpretation, administration, or
     application of the Plan or any right granted under the Plan shall be final,
     conclusive, and binding upon all persons. No member of the Plan Committee
     shall be liable for any determination, decision, or action made. The Plan
     Committee may delegate the administration of the Plan to Corporate Officers
     and their designees.

     The Plan Committee may set date or dates of each "Offering Period", not to
     exceed 24 months for each such period, under this Plan. Offering Periods
     may have multiple "Purchase Periods" as set by the Plan Committee. Subject
     to stockholder approval of this Plan, the initial Offering Period is
     scheduled to commence on May 1, 2000 and to end on April 30, 2001 and to
     have three Purchase Periods of four months each.

4.   ELIGIBILITY. Any "employee" (as defined below) who regularly is engaged in
     the rendition of personal services to the Company or its designated
     subsidiaries (as may be designated from time to time by the Plan Committee)
     20 hours per week or more and five months or more in any calendar year
     (except any employee who would own, directly or indirectly, five percent or
     more of the total combined voting power or value of

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     all classes of stock of the Company or any of its subsidiaries immediately
     after Shares are purchased under the Plan) shall be an "employee" and
     eligible to become a member of and to participate in the Plan beginning on
     the first Enrollment Date following his or her employment with the Company
     or a designated subsidiary. Employees who participated under the 1990 Plan
     and who are employees as defined in this section of this Plan are eligible
     to participate under this Plan. Individuals who are classified by the
     Company as independent contractors shall not be eligible to be members
     unless and until such individuals are reclassified as common law employees
     for federal income and federal employment tax purposes.

     For purposes of the Plan: "employee" shall mean any individual carried as
     an "employee" on the payroll records of the Company or a designated
     subsidiary at the relevant time or times; "subsidiary" shall mean any
     corporation in an unbroken chain of corporations beginning with the Company
     if, as of a given Enrollment Date, each of the corporations other than the
     last corporation in the chain owns stock possessing 50 percent or more of
     the total combined voting power of all classes of stock in one of the other
     corporations in the chain. Employees who participate under the Plan are
     referred to herein as "members".

5.   PARTICIPATION.

     (a)  ENROLLMENT: Any eligible employee may enroll in the Plan as of the
          first trading day of each Offering Period or Purchase Period or such
          other date or dates chosen by the Plan Committee (each such date is an
          "Enrollment Date"). Enrollment during any Offering Period may be
          subject to limitations or conditions set by the Plan Committee. To
          enroll, an eligible employee must deliver to the Company a completed
          and signed Employee Stock Purchase Plan Subscription Agreement,
          substantially in the form provided by the Company, indicating the
          employee's acceptance of the Plan and agreement to participate in the
          Plan. Forms must be received by the Company no later than an
          Enrollment Date and shall be effective as of such Enrollment Date.
          Participation in the Plan is entirely voluntary.

     (b)  RE-ENROLLMENT UPON EXPIRATION OF OFFERING PERIOD: At the end of a
          then-current Offering Period, each member automatically shall be
          enrolled in the next succeeding Offering Period (a "Re-enrollment")
          unless, in a manner and at a time specified by the Company, but in no
          event later than the day before the first day of such succeeding
          Offering Period, a member notifies the Company in writing of the
          member's desire not to be so enrolled. Re-enrollment shall be at the
          same percentage of contributions as the member's prior participation
          unless the member by timely written notice changes the percentage of
          contribution. No member shall be automatically re-enrolled whose
          participation terminates by operation of Section 9 or who, during the
          preceding Offering Period, has eliminated his or her percentage of
          contribution or has notified the Company in writing of his or her
          withdrawal from participation in the Plan.

     (c)  AUTOMATIC RE-ENROLLMENT ON LOWER PRICE ENROLLMENT DATE: If the fair
          market value of the Company's Common Stock is lower on any Enrollment
          Date (the "Lower Price Enrollment Date") than it was on the Enrollment
          Date on which a participating member last enrolled in the Plan, the
          member shall be deemed to have re-enrolled in the Plan on such Lower
          Price Enrollment Date for the next succeeding Purchase Period.

6.   MEMBER'S CONTRIBUTIONS. Each member shall make contributions by payroll
     deduction of any whole percentage up to a "maximum rate" of fifteen percent
     (15%) of the member's gross pay per pay period ("gross pay"), as designated
     by the member. Gross pay shall include the regular basic earnings paid to a
     member by the Company or a subsidiary. There shall be excluded from the
     calculation of gross pay (a) all overtime payments, bonuses, commissions,
     profit-sharing distributions and other incentive-type payments, and (b) all
     contributions made by the Company or its corporate affiliates for the
     member's benefit under any employee benefit or welfare plan now or
     hereafter established. Contributions shall not be made other than in
     accordance with this Section 6.

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     At any time, a member may elect in writing to stop making contributions
     under the Plan. An election to stop contributions will take effect on the
     soonest practicable payroll date following receipt by the Company of the
     written election. Any election by a member to stop his or her payroll
     deductions shall be deemed to be an election to withdraw from the Plan
     effective immediately following the purchase of Shares on the next Purchase
     Date. Such member may not re-enroll until the commencement of a new
     Offering Period.

     At any time prior to the start of a new Purchase Period, a member may elect
     in writing to increase (up to the maximum rate) or decrease (down to 1%)
     his or her rate of contribution by any whole percentage, for such
     subsequent Purchase Period or Periods.

     Notwithstanding any other provision of the Plan, no member may receive a
     right to acquire Shares under the Plan (and all other employee stock
     purchase plans of the Company and its subsidiaries that are qualified or
     intended to be qualified under Section 423 or any successor provision of
     the Code) that accrues at a rate in excess of $25,000 of fair market value
     of such Shares for any calendar year (determined as of the Enrollment
     Date).

     Employee contributions may be commingled with other Company funds free of
     any obligation of the Company to pay interest on such funds, but shall be
     credited to each member as soon as practicable after each withholding.

7.   PURCHASE RIGHTS.

     (a)  GRANT OF PURCHASE RIGHTS. Enrollment or Re-enrollment of a member in
          the Plan on an Enrollment Date will constitute the grant by the
          Company to the member of limited rights to purchase Shares under the
          Plan. Upon enrollment, unless otherwise determined by the Plan
          Committee, a member will become eligible for the grant of purchase
          rights for up to the maximum permitted by Section 423 or such smaller
          number as authorized by the Plan Committee or by operation of this
          Plan, before the Enrollment Date.

     (b)  TERMS AND CONDITIONS OF PURCHASE RIGHTS. Each purchase right granted
          under the Plan shall have the following terms:

          (i)   whether or not Shares have been purchased thereunder, the
                purchase right will expire on the earliest to occur of (A) the
                completion of the purchase of Shares on the last Purchase Date
                occurring within 24 months after the Enrollment Date on which
                such purchase right was granted, or such shorter period as may
                be established by the Board of Directors from time to time
                before an Enrollment Date for all purchase rights to be granted
                on such Enrollment Date, or (B) the date on which participation
                of such member in the Plan terminates for any reason;

          (ii)  payment for Shares purchased under the purchase rights will be
                made only through payroll deduction in accordance with Section
                6;

          (iii) purchase of Shares upon exercise of the purchase rights will be
                accomplished only in installments in accordance with Section 8;

          (iv)  the purchase price per Share under the purchase rights will be
                determined as provided in Section 8; and

          (v)   the purchase rights will in all respects be subject to the terms
                and conditions of the Plan, as interpreted by the Plan Committee
                from time to time.

8.   ISSUANCE OF SHARES. On the last day of trading of each Purchase Period
     during an Offering Period (each a "Purchase Date"), so long as the Plan
     shall remain in effect, the Company shall apply the funds then

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     credited to each member's account to the purchase of whole Shares. The cost
     or charge to each member's account shall be the lower of 85 percent of the
     fair market value of one share of the Company's Common Stock on the
     applicable Enrollment Date or on the Purchase Date, which date shall be the
     last day on which the Company's stock is traded during a Purchase Period,
     as determined in good faith by the Plan Committee, multiplied by the number
     of Shares purchased.

     On each Purchase Date, if funds are still credited to a member after the
     purchase of Shares, then (a) if such funds exceed the purchase price of a
     whole share under the Plan, there shall be refunded to the member an amount
     equal to the purchase price of the maximum number of whole shares such
     funds would cover under the Plan, and (b) any remaining funds shall be held
     for purchases on the next succeeding Purchase Date. Upon the effective date
     of a member's written election to withdraw from participation in the Plan
     for the then-current Offering Period, any funds then credited to the member
     shall be refunded to the member. The Company shall, promptly after each
     Purchase Date so long as the Plan is in effect, issue to the member
     entitled thereto the Shares purchased by the member under the Plan.

9.   TERMINATION OF MEMBERSHIP. A member's participation in the Plan shall
     terminate, and no Shares may thereafter be purchased by such member under
     the Plan, (a) when the member ceases to be employed by the Company and its
     subsidiaries for any reason whatsoever, (b) when the member dies, or (c) 90
     days after the member ceases to receive any compensation from the Company
     and its subsidiaries unless, in the case of (c) above, (i) such cessation
     is due to a leave of absence in accordance with policies of the Company or
     approved by the person or persons appointed by the Plan Committee, and (ii)
     the member's right to reemployment is guaranteed by statute or contract.

10.  WITHDRAWAL OF FUNDS. Except as otherwise provided under this Plan, a member
     may not withdraw all or part of the funds credited to him or her under the
     Plan at any time before the funds are used to purchase Shares.

11.  BENEFICIARY. Each member may designate in writing one or more beneficiaries
     and may, in such member's sole discretion, change such designation from
     time to time. Any such designation shall be effective only after receipt by
     the Company and shall be controlling over any disposition by will or
     otherwise.

     Upon the death of a member, amounts credited to the member shall be paid in
     cash to the beneficiary or beneficiaries designated by the member or, in
     the absence of such designation, to the executor, administrator, or other
     legal representative of the member's estate. Such payment shall relieve the
     Company of further liability under the Plan on account of the member. If
     more than one beneficiary is designated, each beneficiary shall receive an
     equal portion of the account unless the member gave contrary instructions
     in such designation.

12.  MODIFICATION, TERMINATION. The Company expects to continue this Plan until
     such time as all of the Shares reserved for purchase under the Plan have
     been purchased. However, the Company reserves the right to amend, alter, or
     terminate the Plan at any time. No amendment shall require stockholder
     approval, except:

     (a)  for an increase in the number of shares reserved for purchase under
          the Plan;

     (b)  to the extent required for the Plan to comply with Section 423 of the
          Code;

     (c)  to the extent required by other applicable laws, regulations or rules;
          or

     (d)  to the extent the Board otherwise concludes that stockholder approval
          is advisable.

     The Board of Directors may elect to terminate any or all outstanding
     enrollments at any time. If the Plan is terminated, the Board may also
     elect to terminate enrollments before, or upon completion of, the purchase

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     of Shares on the next Purchase Date, or to permit enrollments to expire in
     accordance with their terms (and participation to continue through such
     expiration dates). If enrollments are terminated before expiration, any
     funds contributed to the Plan that have not been used to purchase Shares
     shall be returned to the members as soon as administratively feasible.

     If at any time the Shares available under the Plan are over-enrolled,
     enrollments shall be reduced proportionately to eliminate the
     over-enrollment. Any funds that cannot be applied to the purchase of whole
     Shares due to over-enrollment shall be refunded to members as soon as
     administratively feasible. Further, if additional shares of Common Stock
     are added to the Plan, the Company may, in its discretion, adjust the
     purchase price of those shares or have such shares available, in whole or
     in part, only for purchase rights granted subsequent to stockholder
     approval of such additional shares.

13.  ASSIGNABILITY OF RIGHTS; CREATION OF LIENS. No rights of any member under
     the Plan shall be assignable by the member, by operation of law or
     otherwise, and no person may create a lien on any funds, securities or any
     other property, except to the extent that there has been a designation of a
     beneficiary or beneficiaries in accordance with the Plan, and except to the
     extent permitted by the laws of descent and distribution if such
     beneficiary is not designated. Prior to the purchase of any Shares under
     the Plan, each member shall be required to sign a statement to the
     foregoing effect. A member's right to purchase Shares under the Plan shall
     be exercisable only during the member's lifetime and only by the member.

14.  PARTICIPATION IN OTHER PLANS. The Plan shall not affect an employee's right
     to participate in and receive benefits under the then-current provisions of
     any pension, insurance or other employee benefit plan or program of the
     Company or a subsidiary.

15.  REPORTS. The Company shall make available to members copies of all
     communications with holders of Common Stock, including annual and interim
     reports. In connection with the issuance of Shares under the Plan, the
     Company shall provide each member with a summary of such member's total
     contributions during the preceding Offering Period, and the number of
     Shares purchased, purchase price and the balance of funds, if any, in the
     member's account.

16.  EQUAL RIGHTS AND PRIVILEGES. It is intended that, except as may be
     determined by the Board of Directors, members shall have equal rights and
     privileges with respect to the Plan.

17.  APPLICABLE LAW. The interpretation, performance and enforcement of the Plan
     shall be governed by the laws of the State of California.

18.  APPROVAL. The Plan was approved by the Board of Directors on January 13,
     1998 and by the stockholders of the Company on March 10, 1998. The first
     amendment to the Plan was approved by the Board of Directors on June 1,
     1999 and by the stockholders of the Company on August 10, 1999. The second
     amendment to the Plan was approved by the Board of Directors on April 16,
     2002 and by the stockholders of the Company on August 13, 2002. The third
     amendment to the Plan was approved by the Board of Directors on May 16,
     2003 [and by the stockholders of the Company on August 12, 2003].




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