2000 Non-employee Director Stock Option Plan

EXHIBIT 99.4


ACCORD NETWORKS, LTD.
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1. Purpose. The purpose of the Accord Networks, Ltd. 2000 Non-Employee
------- Director Stock Option Plan (the "Plan") is to advance the interests of Accord Networks, Ltd. (the "Company") by encouraging ownership of the Company's ordinary shares, and such other securities of the Company as may be substituted for such shares pursuant to Section 6 hereof (the "Shares") by certain non- employee directors of the Company, thereby giving such directors an increased incentive to devote their efforts to the success of the Company.


2. Administration. Grants of options under this Plan are automatic and
-------------- shall be made subject to and in accordance with the Israeli Companies Ordinance (New Version) 5743-1983 or any other law or statute replacing it. This Plan is intended to be a "formula plan" for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall be interpreted accordingly. The Board of Directors of the Company, or a committee thereof, has authority to interpret the Plan and otherwise administer the plan in accordance with its terms.


3. Eligibility. Except as provided otherwise in this Section 3, options
----------- under the Plan shall be granted in accordance with Section 5 to each Non- Employee Director (as defined below) of the Company; provided that Shares remain available for grant hereunder in accordance with Section 4. For purposes of this Plan, a "Non-Employee Director" shall mean each member of the Company's Board of Directors who is not an employee of the Company or of any affiliate of the Company. A Non-Employee Director to whom an option is granted under the Plan shall be referred to hereinafter as a "Grantee."


4. Shares Subject to Plan. The Shares subject to the Plan shall be
---------------------- authorized but unissued or reacquired Shares. Subject to adjustment in accordance with the provisions of Section 6 of the Plan, the maximum number of Shares for which options may be granted under the Plan shall be 200,000, and the initial adoption of the Plan by the Board of Directors of the Company and the approval of the Plan by the shareholders of the Company shall constitute a reservation of 200,000 authorized but unissued, or reacquired, Shares for issuance only upon the exercise of options granted under the Plan. In the event that any outstanding option granted under the Plan for any reason expires or is terminated prior to the end of the period during which options may be granted under the Plan, the Shares allocable to the unexercised portion of such option may again be subject in whole or in part to any option granted under the Plan.


5. Terms and Conditions of Options. Options granted pursuant to the Plan
------------------------------- shall be evidenced by Stock Option Agreements in such form as may be approved by the Board of Directors, which agreements shall be duly executed and delivered on behalf of the Company. The Stock Option Agreements shall contain such terms, provisions and conditions not inconsistent with the Plan as may be determined by the Board. The options shall be granted in compliance with and subject to the following terms and conditions:


(a) Grant. Each Non-Employee Director of the Company shall be granted an
----- option to purchase 25,000 Shares, subject to adjustment as provided in Section 6, on the later of (i) the date of approval of the Plan by the Company's shareholders, or (ii) the date such person first becomes a Non-Employee Director. In addition, as of the day following the first annual meeting of the Company's shareholders that occurs more than one year after the person first becomes a Non-Employee Director and on the day following each subsequent annual meeting of the Company's shareholders, if such person is serving as a Non- Employee Director as of such date, such Non-Employee Director shall be granted an option to purchase 2,500 Shares, subject to adjustment as provided in Section 6. Each such day that options are to be granted under the Plan is referred to hereinafter as a "Grant Date."


If on any Grant Date, Shares are not available under this Plan to grant to Non-Employee Directors the full amount of a grant contemplated by the immediately preceding paragraph, then each Non-Employee Director shall receive an option (a "Reduced Grant") to purchase Shares in an amount equal to the number of Shares then available under the Plan divided by the number of Non- Employee Directors as of the applicable Grant Date. Fractional Shares shall be ignored and not granted.


If a Reduced Grant has been made and, thereafter, during the term of this Plan, additional Shares become available for grant (e.g., because of the forfeiture or lapse of an option), then each person who was a Non-Employee Director both on the Grant Date on which the Reduced Grant was made and on the date additional Shares become available (a "Continuing Non-Employee Director") shall receive an additional option to purchase Shares. The number of newly available Shares shall be divided equally among the options granted to the Continuing Non-Employee Directors; provided, however, that the aggregate number of Shares subject to a Continuing Non-Employee Director's additional option plus any prior Reduced Grant to the Continuing Non-Employee Director on the applicable Grant Date shall not exceed 2,500 Shares (subject to adjustment pursuant to Section 6). If more than one Reduced Grant has been made, available options first shall be granted with respect to the earliest such Grant Date.


(b) Option Exercise Price. The option exercise price for each option
--------------------- granted under the Plan shall be the Fair Market Value (as defined below) of the Shares subject to the option on the date of grant of the option. For purposes of the Plan, the "Fair Market Value" on any date, means:


(i) If the Shares are listed on a U.S national securities exchange or
the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq
Stock Market, their Fair Market Value shall be the closing sales price for
such Shares (or the closing bid, if no sales were reported) as quoted on
such exchange or system for the last market trading day prior to the time
of determination, as reported in The Wall Street Journal or such other
source as the Administrator (as defined herein) deems reliable. The
Administrator is defined as the Board of Directors or a Committee appointed
by the Board, subject to the Articles of Association of the Company as
shall be in effect from time to time, which Committee shall be constituted
to comply with all applicable laws;


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(ii) If the Shares are listed on the Tel Aviv Stock Exchange, but are
not traded on a U.S national securities exchange or the Nasdaq National
Market or The Nasdaq Small Cap Market, their Fair Market Value shall be the
closing sales price for such Shares (or the closing bid if no sales were
reported) as quoted on such exchange for the last market trading day prior
to the time of determination, as reported in Globes, HaAretz or such other
source as the Administrator deems reliable;


(iii) If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, their Fair Market Value shall
be the mean between the high bid and low asked prices for the Shares on the
last market trading day prior to the ...