Exhibit 4

LEFTHAND NETWORKS, INC.

SECOND AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN

ARTICLE I
INTRODUCTION

        1.1        Amendment of Plan. This Second Amended and Restated 2000 Equity Incentive Plan amends and restates the 2000 Equity Incentive Plan originally adopted on October 20, 2000, and subsequently amended and restated on February 20, 2003, by LeftHand Networks, Inc., a Delaware based corporation.

        1.2        Establishment. The Company hereby establishes this Plan for certain key employees of the Company and certain directors and consultants to the Company. The Plan permits the grant of incentive stock options within the meaning of Code § 422, non-qualified stock options, restricted stock awards, stock appreciation rights, stock bonuses, stock units and other stock grants to certain key employees of the Company and to certain directors and consultants to the Company.

        1.3        Purposes . The purposes of the Plan are to provide those who are selected for participation in the Plan with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the operations of the Company by relating incentive compensation to increases in shareholder value, so that the income of those participating in the Plan is more closely aligned with the income of the Company’s shareholders. The Plan is also designed to provide a financial incentive that will help the Company attract, retain and motivate the most qualified employees, directors, and consultants.

ARTICLE II
DEFINITIONS

        2.1        “Affiliated Corporation” means any corporation or other entity that is affiliated with the Plan Sponsor through stock ownership or otherwise and is designated as an “Affiliated Corporation” by the Board, provided, however, that for purposes of Incentive Options granted pursuant to the Plan, an “Affiliated Corporation” means any parent or subsidiary of the Plan Sponsor as defined in Code § 424.

        2.2        “Award” means an Option, a Restricted Stock Award, a Stock Appreciation Right, a Stock Unit, or Stock Bonus issued under the Plan.

        2.3        “Board” means the Board of Directors of the Plan Sponsor.

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        2.4        “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

        2.5        “Company” means the Plan Sponsor and the Affiliated Corporations.

        2.6        “Disabled” or “Disability” shall have the meaning given to such terms in Code § 22(e)(3).

        2.7        “Effective Date” means the effective date of the Plan which is October 20, 2000; however, the adoption of those provisions of the Plan by the Board of Directors which relate to the grant of Incentive Options are subject to approval and ratification by the shareholders of the Plan Sponsor within 12 months of the effective date. Incentive Options granted under the Plan prior to the approval of the Plan by the shareholders of the Plan Sponsor shall be subject to approval of the Plan by the shareholders of the Plan Sponsor.

        2.8        “Eligible Employees” means those key employees (including, without limitation, officers and directors who are also employees) of the Company, upon whose judgment, initiative and efforts the Company is, or will become, largely dependent for the successful conduct of its business. For purposes of the Plan, an employee is an individual whose wages are subject to the withholding of federal income tax under Code § 3401.

        2.9        “Eligible Individuals” means those consultants to the Company and directors of the Company who are determined by the Plan Administrator to be individuals whose services are important to the Company.

        2.10       “Fair Market Value” means the average of the mean between the bid and the asked prices of the Stock or the closing price, as applicable, on the NASDAQ National Market System, the principal stock exchange or other market on which the Stock is traded, over the five consecutive trading days ending on a particular date or by such other method as the Plan Administrator may specify at the time an Award is granted. If the price of the Stock is not reported on any securities exchange or national market system, the Fair Market Value of the Stock on a particular date shall be as determined by the Plan Administrator in good faith by applying any reasonable valuation method. If, upon exercise of an Option, the exercise price is paid by a broker’s transaction, Fair Market Value, for purposes of the exercise, shall be the price at which the Stock is sold by the broker.

        2.11      “Incentive Option” means an Option designated as an incentive stock option and granted in accordance with Code § 422.

        2.12      “Initial Public Offering” means the consummation of an underwritten public offering of shares of common stock of the Plan Sponsor pursuant to the Securities Act of 1933, as amended.

        2.13      “Non-Qualified Option” means any Option other than an Incentive Option.

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        2.14      “Option” means a right to purchase Stock at a stated or formula price for a specified period of time. Options granted under the Plan shall be either Incentive Options or Non-Qualified Options.

        2.15      “Option Agreement” shall have the meaning given to it in Section 4.3.

        2.16      “Option Holder” means a Participant who has been granted one or more Options under the Plan.

        2.17      “Option Price” means the price at which each share of Stock subject to an Option may be purchased, determined in accordance with Subsection 4.3(b).

        2.18      “Participant” means an Eligible Employee or Eligible Individual designated by the Plan Administrator during the term of the Plan to receive one or more Options under the Plan.

        2.19      “Plan” means the Amended and Restated 2000 Equity Incentive Plan.

        2.20      “ Plan Administrator ” means the Board or a committee established under Article X of the Plan that is empowered to take actions with respect to the administration of the Plan.

        2.21      “Plan Sponsor” means LeftHand Networks, Inc. and any successor thereto.

        2.22      “Restricted Stock Award” means an award of Stock granted to a Participant that is subject to certain restrictions.

        2.23      “Section” or “Subsection” means a reference to a section or subsection of the Plan, unless another reference specifically applies.

        2.24      “Share” means a share of Stock.

        2.25      “Stock” means the common stock of the Plan Sponsor.

        2.26      “Stock Appreciation Right” means the right, granted by the Plan Administrator pursuant to the Plan, to receive a payment equal to the increase in the Fair Market Value of a Share of Stock subsequent to the grant of such Award.

        2.27      “Stock Bonus” means either an outright grant of Stock or a grant of Stock subject to and conditioned upon certain employment or performance related goals.

        2.28      “Stock Unit” means a measurement component equal to the Fair Market Value of one share of Stock on the date for which a determination is made pursuant to the provisions of this Plan.

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        2.29      “Termination Event” means (i)  any transaction or series of related transactions (including, without limitation, any reorganization, merger, or consolidation) that will result in the holders of the outstanding voting equity securities of the Plan Sponsor immediately prior to such transaction holding less than a majority of the voting equity securities of the surviving entity immediately following such a transaction, (ii) the sale or transfer of all or substantially all of the assets of the Plan Sponsor, or (iii) the dissolution or liquidation of the Plan Sponsor.

ARTICLE III
PARTICIPATION

        Participants in the Plan shall be those Eligible Employees who, in the judgment of the Plan Administrator, are performing, or during the term of their incentive arrangement will perform, vital services in the management, operation and development of the Company, and significantly contribute, or are expected to significantly contribute, to the achievement of long-term corporate economic objectives. Eligible Individuals shall be selected from those non-employee consultants to the Company and directors of the Company who are performing services important to the operation and growth of the Company. Participants may be granted from time to time one or more Awards.

ARTICLE IV
OPTIONS

        4.1        Grant of Options . A Participant may be granted one or more Options. Options shall be granted as of the date specified in the Option Agreement. The Plan Administrator in its sole discretion shall designate whether an Option is an Incentive Option or a Non-Qualified Option. Only Non-Qualified Options may be granted to Eligible Individuals. The Plan Administrator may grant both an Incentive Option and a Non-Qualified Option to an Eligible Employee at the same time or at different times. Incentive Options and Non-Qualified Options, whether granted at the same time or at different times, shall be deemed to have been awarded in separate grants and shall be clearly identified. In no event shall the exercise of one Option affect the right to exercise any other Option or affect the number of shares for which any other Option may be exercised. The grant of each Option shall be separately approved by the Plan Administrator, and the receipt of one Option shall not result in automatic receipt of any other Option. Upon determination by the Plan Administrator to grant an Option to a Participant, the Plan Administrator shall enter into a Option Agreement with the Participant.

         4.2        Restrictions on Incentive Options .

                   (a)        Initial Exercise. The aggregate Fair Market Value of the Shares with respect to which Incentive Options are exercisable for the first time by an Option Holder in any calendar year, under the Plan or otherwise, shall not exceed $100,000. For this purpose, the Fair Market Value of the Shares shall be determined as of the date of grant of the Option.

                   (b)        Ten Percent Stockholders. Incentive Options granted to an Option Holder who is the holder of record of 10% or more of the outstanding Stock of the Plan Sponsor shall have an Option Price equal to 110% of the Fair Market Value of the Shares on the date of grant of the Option and the Option Period for any such Option shall not exceed five years.

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        4.3      Stock Option Agreements . Each Option granted under the Plan shall be evidenced by a written stock option certificate or agreement (an “Option Agreement”). An Option Agreement shall be issued by the Plan Sponsor in the name of the Participant to whom the Option is granted (the “Option Holder”) and in such form as may be approved by the Plan Administrator. The Option Agreement shall incorporate and conform to the conditions in the Plan as well as any other terms and conditions that are not inconsistent as the Plan Administrator may consider appropriate. In the event of any inconsistency between the provisions of the Plan and any Option Agreement, the provisions of the Plan shall govern.

                   (a)        Number of Shares. Each Option Agreement shall state that it covers a specified number of shares of Stock, as determined by the Plan Administrator.

                   (b)        Price. The price at which each share of Stock covered by an Option may be purchased shall be determined in each case by the Plan Administrator and set forth in the Option Agreement. The price of an Incentive Option shall not be less than 100% of the Fair Market Value of the Stock on the date the Incentive Option is granted.

                   (c)        Duration of Options. Each Option Agreement shall state the period of time, determined by the Plan Administrator, within which the Option may be exercised by the Option Holder (the “Option Period”). The Option Period must end not more than ten years from the date the Option is granted.

                   (d)        Restrictions on Exercise. The Option Agreement shall also set forth any restrictions on Option exercise during the Option Period, if any, as may be determined by the Plan Administrator. Each Option shall become exercisable (vest) over such period of time, if any, or upon such events, as determined by the Plan Administrator.

                   (e)        Termination of Services, Death, or Disability. The Plan Administrator may specify the period, if any, after which an Option may be exercised following termination of the Option Holder’s services in the Option Agreement. If the Option Agreement does not specify the period of time following termination of service during which Options may be exercised, the time periods in this Subsection shall apply.

                              (i)        Termination for Cause . If the services of the Option Holder are terminated within the Option Period for “cause”, as determined by the Company, the Option shall thereafter be void for all purposes. “Cause” shall have the meaning assigned to it by the Option Holder’s employment agreement, if the Company has entered into an employment agreement with the Option Holder; otherwise “cause” shall mean:

                                         (A)        Fraud, theft, misappropriation or embezzlement of the Company’s funds;

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                                         (B)        Any conduct by the Option Holder that constitutes moral turpitude, or that would tend to bring public disrespect, contempt, or ridicule upon the Company;

                                         (C)        A deliberate or serious violation of any law which violation may reflect adversely upon the Company;

                                         (D)        A deliberate or serious violation by the Option Holder of his or her duties or a refusal or unwillingness to perform such duties in good faith and to the best of the Option Holder’s abilities not remedied after thirty (30) days’ written notice thereof from the Company;

                                         (E)        The unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes material harm to the Company;

                                         (F)        A violation by the Option Holder of any of the other terms and conditions of a written employment agreement with the Company not remedied after thirty (30) days’ written notice thereof from the Company; and

                                         (G)        Illegal possession or use of any controlled substance.

                            (ii)        Disability . If the Option Holder becomes Disabled, the Option may be exercised by the Option Holder within six months following the Option Holder’s termination of services on account of Disability (provided that such exercise must occur within the Option Period), but not thereafter. The Option may be exercised only with respect to the shares which had become exercisable on or before the date of the Option Holder’s termination of services because of Disability.

                           (iii)        Death . If the Option Holder dies during the Option Period while still performing services for the Company or within the six month period referred to in (ii) above or the three-month period referred to in (iv) below, the Option may be exercised by those entitled to do so under the Option Holder’s will or by the laws of descent and distribution within six months following the Option Holder’s death, (provided that such exercise must occur within the Option Period), but not thereafter. The Option may be exercised only with respect to the shares as to which the Option had become exercisable on or before the date of the Option Holder’s death.

                          (iv)        Termination for Reasons Other than Cause, Disability or Death . If the Option Holder is no longer employed by the Company or performing services for the Company for any reason other than Cause, Disability or the Option Holder’s death, the Option may be exercised by the Option Holder within three months following the date of termination (provided that the exercise must occur within the Option Period), but not thereafter. The Option may be exercised only as to the shares with respect o which the Option had become exercisable on or before the date of termination of services.

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        4.4         Transferability.

                    (a)        General Rule:  No Lifetime Transfers. An Option shall not be transferable by the Option Holder except by will or pursuant to the laws of descent and distribution. An Option shall be exercisable during the Option Holder’s lifetime only by him or her, or in the event of Disability or incapacity, by his or her guardian or legal representative. The Option Holder’s guardian or legal representative shall have all of the rights of the Option Holder under this Plan.

                    (b)        InterVivos Transfer to Certain Family Members. The Plan Administrator may, however, provide at the time of grant or thereafter that the Option Holder may transfer a Non-Qualified Option to a member of the Option Holder’s immediate family, a trust of which members of the Option Holder’s immediate family are the only beneficiaries, or a partnership of which members of the Option Holder’s immediate family or trusts for the sole benefit of the Option Holder’s immediate family are the only partners (the “InterVivos Transferee”). Immediate family means the Option Holder’s spouse, issue (by birth or adoption), parents, grandparents, siblings (including half brothers and sisters and adopted siblings) and nieces and nephews. No transfer shall be effective unless the Option Holder shall have notified the Company of the transfer in writing and has furnished a copy of the documents that effect the transfer to the Company. The InterVivos Transferee shall be subject to all of the terms of this Plan and the Option, including, but not limited to, the vesting schedule, termination provisions, and the manner in which the Option may be exercised. The Plan Administrator may require the Option Holder and the InterVivos Transferee to enter into an appropriate agreement with the Company providing for, among other things, the satisfaction of required tax withholding with respect to the exercise of the transferred Option and the satisfaction of any Stock retention requirements applicable to the Option Holder, together with such other terms and conditions as may be specified by the Plan Administrator. Except to the extent provided otherwise in such agreement, the InterVivos Transferee shall have all of the rights and obligations of the Option Holder under this Plan; provided that the InterVivos Transferee shall not have any Stock withheld to pay withholding taxes pursuant to Section 4.8 unless the agreement referred to in the preceding sentence specifically provides otherwise.

                   (c)        No Transfer of Incentive Options . During the Option Holder’s lifetime the Option Holder may not transfer an Incentive Option under any circumstances.

                   (d)        No Assignment . Except as set forth above in subsection 4.4(b), no right or interest of any Option Holder in an Option granted pursuant to the Plan shall be assignable or transferable during the lifetime of the Option Holder, either voluntarily or involuntarily, or be subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy, except as set forth above.

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        4.5         Manner of Exercise . The method for exercising each Option granted hereunder shall be by delivery to the Plan Sponsor of (1) written notice specifying the number of Shares with respect to which such Option is exercised (2) payment in full of the exercise price and any liability the Company may have for withholding of federal, state or local income or other taxes incurred by reason of the exercise of the Option, (3) representation meeting the requirements of Section 13.1 if requested by the Plan Sponsor, and (4) a shareholders agreement meeting the requirements of Section 13.4 if requested by the Plan Sponsor. The purchase of such Shares shall take place at the principal offices of the Plan Sponsor within thirty days following delivery of such notice, at which time the Option Price of the Shares shall be paid in full. If the Option Price is paid by means of a broker’s loan transaction, in whole or in part, the closing of the purchase of the Stock under the Option shall take place (and the Option shall be treated as exercised) on the date on which, and only if, the sale of Stock upon which the broker’s loan was based has been closed and settled, unless the Option Holder makes an irrevocable written election, at the time of exercise of the Option, to have the exercise treated as fully effective for all purposes upon receipt of the Option Price by the Plan Sponsor regardless of whether or not the sale of the Stock by the broker is closed and settled. A properly executed certificate or certificates representing the Shares shall be delivered to the Option Holder upon payment. If Options on less than all shares evidenced by an Option Agreement are exercised, the Plan Sponsor shall deliver a new Option Agreement evidencing the Option on the remaining shares upon delivery of the Option Agreement for the Option being exercised.

        4.6        Payment of the Exercise Price . The exercise price shall be paid by any of the following methods or any combination of the following methods, or by any other method, approved by the Plan Administrator in its discretion upon the request of the Option Holder:

                   (a)        in cash.

                   (b)        by certified check, cashier’s check or other check acceptable to the Plan Sponsor, payable to the order of the Plan Sponsor.

                   (c)        by delivery to the Plan Sponsor of certificates representing the number of shares then owned by the Option Holder, the Fair Market Value of which equals the purchase price of the Stock purchased pursuant to the Option, properly endorsed for transfer to the Plan Sponsor. No Option may be exercised by delivery to the Plan Sponsor of certificates representing Stock, unless such Stock has been held by the Option Holder for more than six months. The Fair Market Value of any shares of Stock delivered in payment of the purchase price upon exercise of the Option under the Plan shall be the Fair Market Value as of the exercise date. The exercise date shall be the day of delivery of the certificates for the Stock used as payment of the Option Price.

                   (d)        by delivery to the Plan Sponsor of a properly executed notice of exercise together with irrevocable instructions to a broker to deliver to the Plan Sponsor promptly the amount of the proceeds of the sale of all or a portion of the Stock or of a loan from the broker to the Option Holder required to pay the Option Price.

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        4.7        Withholding Requirement . The Plan Sponsor’s obligations to deliver shares of Stock upon the exercise of any Option shall be subject to the Participant’s satisfaction of all applicable federal, state and local income and other tax withholding requirements.

                   (a)        Non-Qualified Options . Upon exercise of an Option, the Option Holder shall make appropriate arrangements with the Company to provide for the amount of additional withholding required by Code §§ 3102 and 3402 and applicable state income tax laws, including payment of such taxes through delivery of shares of Stock or by withholding Stock to be issued under the Option.

                   (b)        Incentive Options . If an Option Holder makes a disposition (as defined in Code § 424(c)) of any Stock acquired pursuant to the exercise of an Incentive Option prior to the expiration of two years from the date on which the Incentive Option was granted or prior to the expiration of one year from the date on which the Option was exercised, the Option Holder shall send written notice to the Company at the Company’s principal place of business of the date of such disposition, the number of shares disposed of, the amount of proceeds received from such disposition and any other information relating to such disposition as the Company may reasonably request. The Option Holder shall, in the event of such a disposition, make appropriate arrangements with the Company to provide for the amount of additional withholding, if any, required by Code §§ 3102 and 3402 and applicable state income tax laws.

        4.8        Withholding With Stock . The Plan Administrator may, in its sole discretion, grant the Participant an election to pay all such amounts of tax withholding, or any part thereof, by electing to transfer to the Plan Sponsor, or to have the Plan Sponsor withhold from shares otherwise issuable to the Participant, shares of Stock having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Participant. All elections shall be subject to the approval or disapproval of the Plan Administrator. The value of shares of Stock to be withheld shall be based on the Fair Market Value of the Stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). Any such elections by Participants to have shares of Stock withheld for this purpose will be subject to the following restrictions:

                   (a)        All elections must be made prior to the Tax Date.

                   (b)        All elections shall be irrevocable.

                   (c)        If the Participant is an officer or director of the Plan Sponsor within the meaning of Section 16 of the 1934 Act (“Section 16”), the Participant must satisfy the requirements of such Section 16 and any applicable Rules thereunder with respect to the use of Stock to satisfy such tax withholding obligation.

        4.9        Shareholder Privileges . No Option Holder shall have any rights as a shareholder with respect to any shares of Stock covered by an Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other distributions or other righ