<PAGE> 1
Exhibit 10.1
AMENDMENT TO PARADYNE NETWORKS, INC.
1996 EQUITY INCENTIVE PLAN
4. SHARES SUBJECT TO PLAN
Subject to the provisions of Section 11 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Stock Awards shall
not exceed in the aggregate eleven million (11,000,000) shares of Common Stock,
plus an annual increase to be added on each June 1, beginning with June 1, 2000,
equal to the lesser of (i) five percent (5%) of the total number of shares of
Common Stock outstanding on such anniversary date, or (ii) four million five
hundred thousand (4,500,000) shares. If any Stock Award shall for any reason
expire or otherwise terminate, in whole or in part, without having been
exercised in full (or vested in the case of restricted stock), the stock not
acquired under such Stock Award shall revert to and again become available for
issuance under the Plan.
