THIRD AMENDED AND RESTATED INTELLON CORPORATION

Exhibit 10.2

THIRD AMENDED AND RESTATED

INTELLON CORPORATION

2000 EMPLOYEE INCENTIVE PLAN

Intellon Corporation (the “Corporation”) hereby establishes the Amended and Restated Intellon Corporation 2000 Employee Incentive Plan (the “Plan”). The purpose of this Plan is to enable the Corporation to attract and retain key employees and consultants to provide them with an incentive to maintain and enhance the Corporation’s long-term performance record. It is intended that this purpose will best be achieved by granting eligible employees incentive stock options (“ISOs”), eligible employees and consultants non-qualified stock options (“NQSOs”), and eligible employees and consultants restricted stock grants under this Plan pursuant to the rules set forth in Sections 83, 162(m), 421 and 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

The Plan shall be administered by a Committee of the Corporation’s Board of Directors (the “Committee”). This Committee shall consist of at least two members of the Corporation’s Board of Directors (the “Board”) each of whom shall, unless the Board determines otherwise, meet the requirements for a “Non-Employee Director” as set forth in Rule 16b-3(b)(3) or any successor provision, promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements for an “outside director” as set form in Code Section 162(m) and the regulations thereunder. Subject to the provisions of the Plan, the Committee shall possess the authority, in its discretion, (a) to determine the key employees of the Corporation to whom, and the time or times at which, ISOs, NQSOs (ISOs and NQSOs are collectively referred to as “options”), and restricted stock grants (all three types of grants are collectively referred to as “awards”) shall be granted; (b) to determine at the time of grant whether an award will be an ISO, a NQSO, a restricted stock grant or a combination of these awards and the number of shares to be subject to each award; (c) to prescribe the form of the award agreements and any appropriate terms and conditions applicable to the awards and to make any amendments to such agreements or awards; (d) to interpret the Plan; (e) to make and amend rules and regulations relating to the Plan; and (f) to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations shall be conclusive and binding. No member of the Committee shall be liable for any action taken or decision made in good faith relating to the Plan or any award granted hereunder.

Awards of ISOs may be granted under the Plan only to key employees of the Corporation and its subsidiaries (which shall include all corporations of which greater than fifty percent (50%) of the voting stock is owned by the Corporation directly or through one or more corporations of which greater than fifty percent (50%) of the voting stock is so owned and which are consolidated with the Corporation for purposes of financial reporting), and awards of NQSOs and restricted stock awards may be granted under the Plan only to key employees and

consultants of the Corporation and its subsidiaries (which shall include all corporations of which greater than fifty percent (50%) of the voting stock is owned by the Corporation directly or through one or more corporations of which greater than fifty percent (50%) of the voting stock is so owned and which are consolidated with the Corporation for purposes of financial reporting), which key employees and consultants have the capability of making a substantial contribution to the success of the Corporation and its subsidiaries.

The total number of shares of the Corporation’s Common Stock (par value of $.0001 per share) available in the aggregate for awards under this Plan at any time is equal to 22,903,119 (the “Maximum Share Amount”). The Maximum Share Amount shall be subject to substitution or adjustment as provided in Section 10 of the Plan. Shares to be granted or issued under the Plan may be authorized and unissued shares or may be treasury shares.

The total number of shares of the Corporation’s Common Stock available in the aggregate for awards under this Plan at any time with respect to which ISOs may be granted shall not exceed 22,903,119 of the Corporation’s Common Stock (subject to substitution or adjustment as provided in Section 10 under this Plan).

If an award expires, terminates or is canceled without being exercised or becoming vested, new awards may thereafter be granted under the Plan covering such shares unless Rule 16b-3 provides otherwise. No award may be granted more than 10 years after the effective date of the Plan.

Each ISO granted under the Plan shall be evidenced by an ISO option agreement in such form as the Committee shall approve from time to time, which agreement shall conform with this Plan and contain the following terms and conditions:

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No outstanding option may be exercised by any person if the employee to whom the option is granted is, or at any time after the date of grant has been, engaged, directly or indirectly in conduct that competes with the Corporation or any affiliated company. The Committee has the sole discretion to determine whether an employee’s actions constitute competition with the Corporation or any affiliated company. The Committee may impose such other terms and conditions on the exercise of options as it deems appropriate to serve the purposes for which this Plan has been established.

Each NQSO granted under the Plan shall be evidenced by a NQSO option agreement in such form as the Committee shall approve from time to time, which agreement shall conform to this Plan and contain the same terms and conditions as the ISO option agreement except that:

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Common Stock at the time the option is granted; however, the exercise price of a NQSO that is intended to qualify as “performance-based compensation” under Code Section 162(m) shall equal the fair market value of the Corporation’s Common Stock on the date of grant;

No outstanding option may be exercised by any person if the recipient to whom the option is granted is, or at any time after the date of grant has been, engaged, directly or indirectly in conduct that competes with the Corporation or any affiliated company. The Committee has the sole discretion to determine whether a recipient’s actions constitute competition with the Corporation or any affiliated company. The Committee may impose such other terms and conditions on the exercise of options as it deems appropriate to serve the purposes for which this Plan has been established.

To the extent an option initially designated as an ISO exceeds the value limit of Section 5(e), it shall be deemed a NQSO and shall otherwise remain in full force and effect.

The Committee may, evidenced by such written agreement as the Committee shall from time to time prescribe, grant to an eligible employee or consultant a specified number of shares of the Corporation’s Common Stock which shall vest only after the attainment of the relevant restrictions described below (“restricted stock”). Such restricted stock shall have an appropriate restrictive legend affixed thereto. A restricted stock grant shall be subject to the following conditions and restrictions:

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The Corporation shall not be required to deliver any certificate upon the grant, vesting or exercise of any award until it has been furnished with such opinion, representation or other document as it may reasonably deem necessary to ensure compliance with any law or regulation of the Securities and Exchange Commission or any other governmental authority having jurisdiction under this Plan. Certificates delivered upon such grant, vesting or exercise may bear a legend restricting transfer absent such compliance. Each award shall be subject to the requirement that, if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to such award upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such awards or the issue or purchase of shares thereunder, such awards may not vest or be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee in the exercise of its reasonable judgment.

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representative any time prior to the earlier of the expiration date of the option or the expiration of 12 months after the date of termination.

Notwithstanding the foregoing, the Committee has the authority to prescribe different rules that apply upon the termination of employment of a particular participant or group of participants, which shall be memorialized in the participant’s original or amended award agreement or similar document; provided, however, that such authority shall not include the ability to extend the exercise period of any NQSO to a date later than the later of the 15th day of the third month following the date at which, or December 31 of the calendar year in which, the NQSO would otherwise expire. Unless otherwise determined by the Committee, an authorized leave of absence shall not constitute a termination of employment for purposes of this Plan.

An option that remains unexercised after the latest date it could have been exercised under any of the foregoing provisions shall be forfeited.

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In the event of any change in the Common Stock of the Corporation by reason of any stock dividend, stock split, recapitalization, reorganization, merger, consolidation, split-up, combination, or exchange of shares, or of any similar change affecting the Common Stock, the number and kind of shares authorized under Section 4, the number and kind of shares which thereafter are subject to an award under the Plan and the number and kind of shares set forth in options under outstanding agreements and unvested shares set forth in awards under outstanding agreements and the price per share thereunder shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, participants in the Plan.

A participant’s benefits under the terms of this Plan shall be subject to such federal, state and local income and employment tax withholdings as benefits of this type are normally subject. Whenever the Corporation proposes or is required to issue or transfer shares of Common Stock under the Plan, or whenever restricted stock vests, the Corporation shall have the right to require the recipient to remit to the Corporation an amount sufficient to satisfy any federal, state and/or local income and employment withholding tax requirements prior to the delivery of any certificate or certificates for such shares or to take any other appropriate action to satisfy such withholding requirements. Notwithstanding the foregoing, subject to such rules as the Committee may promulgate and compliance with any requirements under Rule 16b-3, the recipient, may satisfy such obligation in whole or in part by electing to have the Corporation withhold shares of Common Stock from the shares to which the recipient is otherwise entitled, provided that the amount of such withholding shall not exceed the Corporation’s statutory withholding requirements.

The Plan and any awards granted under the Plan shall not confer upon any participant any right with respect to continuance as an employee or consultant of the Corporation or any subsidiary, nor shall they interfere in any way with the right of the Corporation or any subsidiary to terminate the participant’s position as an employee or consultant at any time.

The recipient of any option under the Plan shall have no rights as a shareholder with respect thereto unless and until certificates for the underlying shares of Common Stock are issued to the recipient. The recipient of a restricted stock grant shall have all rights of a shareholder except as otherwise limited by the terms of this Plan or award agreement.

The Board, in its discretion, may include provisions in the agreement evidencing a recipient’s award of an option or restricted stock grant under the Plan that requires as a condition to a participant’s exercise of any option or receipt of a restricted stock grant that the participant

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must enter into a Shareholders Agreement with the Corporation in form and substance acceptable to the Board.

This Plan may be amended, modified or terminated by the Committee or by the shareholders of the Corporation, except that the Committee may not, without approval of a majority of the shareholders present in person or by proxy entitled to vote thereon, increase the maximum number of shares as to which awards may be granted under the Plan, increase the number of awards that may be granted per year per participant, change the class of eligible persons, or modify or terminate the Plan in a manner that requires shareholder approval under applicable law, without obtaining such approval. Notwithstanding the foregoing, to the extent permitted by law, the Committee may amend the Plan without the approval of shareholders. Except as required by law, no amendment, modification, or termination of the Plan may, without the written consent of a participant to whom any award shall theretofore have been granted, adversely affect the rights of such participant under such award.

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specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (iv), considered as though such person were, and shall be deemed to be, a member of the Incumbent Board.

The effective date of this Plan is October 1, 2000.

Any terms or provisions used herein which are defined in Sections 83, 162(m), 421, or 422 of the Internal Revenue Code as amended, or the regulations thereunder or corresponding provisions of subsequent laws and regulations in effect at the time options are made hereunder, shall have the meanings as therein defined.

To the extent not inconsistent with the provisions of the Internal Revenue Code that relate to options, this Plan and any option agreement adopted pursuant to it shall be construed under the laws of the State of Delaware.

This Plan, and any option agreements and restricted stock agreements adopted pursuant to it, shall be construed in a manner to avoid the imposition upon payments hereunder of interest and additional tax under Section 409A(a)(l)(B) of the Internal Revenue Code. Without limiting the scope of the previous sentence, with respect to any payment hereunder subject to Section 409A, distributions on account of a separation from service may not be made to an employee if he or she is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) before the date which is six (6) months after the date of the separation from service (or, if earlier, the date of death of the employee).

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