OTG SOFTWARE INC
AMENDMENT NO. 1 TO LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>w51548ex10-3.txt
<DESCRIPTION>AMENDMENT NO. 1 TO LEASE AGREEMENT
<TEXT>
<PAGE>   1
                                                                    EXHIBIT 10.3

                 AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN

                               OTG SOFTWARE, INC.

1. Purpose

     The purpose of this Amended and Restated 2000 Stock Incentive Plan (the
"Plan") of OTG Software, Inc., a Delaware corporation (the "Company"), is to
advance the interests of the Company's stockholders by enhancing the Company's
ability to attract, retain and motivate persons who make (or are expected to
make) important contributions to the Company by providing such persons with
equity ownership opportunities and performance-based incentives and thereby
better aligning the interests of such persons with those of the Company's
stockholders. Except where the context otherwise requires, the term "Company"
shall include any of the Company's present or future subsidiary corporations as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code").

2. Eligibility

     All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

3. Administration, Delegation

     (a) Administration by Board of Directors.  The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

     (b) Delegation to Executive Officers.  To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

     (c) Appointment of Committees.  To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

4. Stock Available for Awards

     (a) Number of Shares.  Subject to adjustment under Section 8, Awards may be
made under the Plan for up to 3,334,071 shares of common stock, par value $0.01
per share, of the Company (the "Common Stock").

     (b) The number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of each calendar
year, beginning with the 2002 calendar year and continuing through the term of
this Plan, by an amount equal to three percent (3%) of the shares of Common
Stock outstanding on the last trading day of the preceding calendar year;
provided, however, that in no event shall any such annual increase exceed
1,000,000 shares.

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     (c) If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

     (d) Per-Participant Limit.  Subject to adjustment under Section 8, the
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan shall be 500,000 per calendar year.
The per-Participant limit described in this Section 4(d) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").

5. Stock Options

     (a) General.  The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

     (b) Incentive Stock Options.  An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

     (c) Exercise Price.  The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price of all Incentive Stock Options shall
not be less than 100% of the fair market value of the Common Stock, as
determined by the Board, at the time the Incentive Stock Option is granted.

     (d) Duration of Options.  Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
for a term in excess of 10 years.

     (e) Exercise of Option.  Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

     (f) Payment Upon Exercise.  Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as the Board may, in its sole discretion, otherwise provide
     in an option agreement, by (i) delivery of an irrevocable and unconditional
     undertaking by a creditworthy broker to deliver promptly to the Company
     sufficient funds to pay the exercise price or (ii) delivery by the
     Participant to the Company of a copy of irrevocable and unconditional
     instructions to a creditworthy broker to deliver promptly to the Company
     cash or a check sufficient to pay the exercise price;

          (3) when the Common Stock is registered under the Exchange Act, by
     delivery of shares of Common Stock owned by the Participant valued at their
     fair market value as determined by (or in a manner approved by) the Board
     in good faith ("Fair Market Value"), provided (i) such method of payment is
     then permitted under applicable law and (ii) such Common Stock was owned by
     the Participant at least six months prior to such delivery;

          (4) payment of such other lawful consideration as the Board may
     determine; or

          (5) by any combination of the above permitted forms of payment.

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6. Restricted Stock

     (a) Grants.  The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b) Terms and Conditions.  The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7. Other Stock-Based Awards

     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.

8. Adjustments for Changes in Common Stock and Certain Other Events

     (a) Changes in Capitalization.  In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock, other than a normal
cash dividend and other than the stock split declared by the Board on January
18, 2000, (i) the number and class of securities available under this Plan, (ii)
the number and class of securities and exercise price per share subject to each
outstanding Option, (iii) the repurchase price per share subject to each
outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.

     (b) Liquidation or Dissolution.  In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

     (c) Acquisition and Change in Control Events

          (1) Definitions

             (a) An "Acquisition Event" shall mean:

                (i) any merger or consolidation of the Company with or into
                    another entity as a result of which the Common Stock is
                    converted into or exchanged for the right to receive cash,
                    securities or other property; or

                (ii) any exchange of shares of the Company for cash, securities
                     or other property pursuant to a statutory share exchange
                     transaction.

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             (b) A "Change in Control Event" shall mean:

                (i) the acquisition by an individual, entity or group (within
                    the meaning of Section 13(d)(3) or 14(d)(2) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act")) (a "Person") of beneficial ownership of any capital
                    stock of the Company if, after such acquisition, such Person
                    beneficially owns (within the meaning of Rule 13d-3
                    promulgated under the Exchange Act) more than 50% of either
                    (x) the then-outstanding shares of common stock of the
                    Company (the "Outstanding Company Common Stock") or (y) the
                    combined voting power of the then-outstanding securities of
                    the Company entitled to vote generally in the election of
                    directors (the "Outstanding Company Voting Securities");
                    provided, however, that for purposes of this subsection (i),
                    the following acquisitions shall not constitute a Change in
                    Control Event: (A) any acquisition directly from the Company
                    (excluding an acquisition pursuant to the exercise,
                    conversion or exchange of any security exercisable for,
                    convertible into or exchangeable for common stock or voting
                    securities of the Company, unless the Person exercising,
                    converting or exchanging such security acquired such
                    security directly from the Company or an underwriter or
                    agent of the Company), (B) any acquisition by any employee
                    benefit plan (or related trust) sponsored or maintained by
                    the Company or any corporation controlled by the Company,
                    (C) any acquisition by any corporation pursuant to a
                    Business Combination (as defined below) which complies with
                    clauses (x) and (y) of subsection (iii) of this definition,
                    or (D) any acquisition by Richard Kay (the "Exempt Person")
                    of any shares of Common Stock; or

                (ii) such time as the Continuing Directors (as defined below) do
                     not constitute a majority of the Board (or, if applicable,
                     the Board of Directors of a successor corporation to the
                     Company), where the term "Continuing Director" means at any
                     date a member of the Board (x) who was a member of the
                     Board on the date of the initial adoption of this Plan by
                     the Board or (y) who was nominated or elected subsequent to
                     such date by at least a majority of the directors who were
                     Continuing Directors at the time of such nomination or
                     election or whose election to the Board was recommended or
                     endorsed by at least a majority of the directors who were
                     Continuing Directors at the time of such nomination or
                     election; provided, however, that there shall be excluded
                     from this clause (y) any individual whose initial
                     assumption of office occurred as a result of an actual or
                     threatened election contest with respect to the election or
                     removal of directors or other actual or threatened
                     solicitation of proxies or consents, by or on behalf of a
                     person other than the Board; or

                (iii) the consummation of a merger, consolidation,
                      reorganization, recapitalization or statutory share
                      exchange involving the Company or a sale or other
                      disposition of all or substantially all of the assets of
                      the Company (a "Business Combination"), unless,
                      immediately following such Business Combination, each of
                      the following two conditions is satisfied: (x) all or
                      substantially all of the individuals and entities who were
                      the beneficial owners of the Outstanding Company Common
                      Stock and Outstanding Company Voting Securities
                      immediately prior to such Business Combination
                      beneficially own, directly or indirectly, more than 50% of
                      the then-outstanding shares of common stock and the
                      combined voting power of the then-outstanding securities
                      entitled to vote generally in the election of directors,
                      respectively, of the resulting or acquiring corporation in
                      such Business Combination (which shall include, without
                      limitation, a corporation which as a result of such
                      transaction owns the Company or substantially all of the
                      Company's assets either directly or through one or more
                      subsidiaries) (such resulting or acquiring corporation is
                      referred to herein as the "Acquiring Corporation") in
                      substantially the same proportions as their ownership of
                      the Outstanding Company Common Stock and Outstanding
                      Company Voting Securities, respectively, immediately prior
                      to such Business Combination and

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                   (y) no Person (excluding the Acquiring Corporation or any
                   employee benefit plan (or related trust) maintained or
                   sponsored by the Company or by the Acquiring Corporation)
                   beneficially owns, directly or indirectly, 20% or more of the
                   then-outstanding shares of common stock of the Acquiring
                   Corporation, or of the combined voting power of the
                   then-outstanding securities of such corporation entitled to
                   vote generally in the election of directors (except to the
                   extent that such ownership existed prior to the Business
                   Combination).

          (2) Effect on Options

             (a) Acquisition Event.  Upon the occurrence of an Acquisition Event
                 (regardless of whether such event also constitutes a Change in
                 Control Event), or the execution by the Company of any
                 agreement with respect to an Acquisition Event (regardless of
                 whether such event will result in a Change in Control Event),
                 the Board shall provide that all outstanding Options shall be
                 assumed, or equivalent options shall be substituted, by the
                 acquiring or succeeding corporation (or an affiliate thereof);
                 provided that if such Acquisition Event also constitutes a
                 Change in Control Event, except to the extent specifically
                 provided to the contrary in the instrument evidencing any
                 Option or any other agreement between a Participant and the
                 Company (A) one-half of the number of shares subject to the
                 Option which were not already vested shall be exercisable upon
                 the occurrence of such Acquisition Event and, the remaining
                 one-half of such number of shares shall continue to become
                 vested in accordance with the original vesting schedule set
                 forth in such option, with one-half of the number of shares
                 that would otherwise have first become vested becoming so
                 vested on each subsequent vesting date in accordance with the
                 original schedule. For purposes hereof, an Option shall be
                 considered to be assumed if, following consummation of the
                 Acquisition Event, the Option confers the right to purchase,
                 for each share of Common Stock subject to the Option
                 immediately prior to the consummation of the Acquisition Event,
                 the consideration (whether cash, securities or other property)
                 received as a result of the Acquisition Event by holders of
                 Common Stock for each share of Common Stock held immediately
                 prior to the consummation of the Acquisition Event (and if
                 holders were offered a choice of consideration, the type of
                 consideration chosen by the holders of a majority of the
                 outstanding shares of Common Stock); provided, however, that if
                 the consideration received as a result of the Acquisition Event
                 is not solely common stock of the acquiring or succeeding
                 corporation (or an affiliate thereof), the Company may, with
                 the consent of the acquiring or succeeding corporation, provide
                 for the consideration to be received upon the exercise of
                 Options to consist solely of common stock of the acquiring or
                 succeeding corporation (or an affiliate thereof) equivalent in
                 fair market value to the per share consideration received by
                 holders of outstanding shares of Common Stock as a result of
                 the Acquisition Event.

                    Notwithstanding the foregoing, if the acquiring or
               succeeding corporation (or an affiliate thereof) does not agree
               to assume, or substitute for, such Options, then the Board shall,
               upon written notice to the Participants, provide that all then
               unexercised Options will become exercisable in full as of a
               specified time prior to the Acquisition Event and will terminate
               immediately prior to the consummation of such Acquisition Event,
               except to the extent exercised by the Participants before the
               consummation of such Acquisition Event; provided, however, that
               in the event of an Acquisition Event under the terms of which
               holders of Common Stock will receive upon consummation thereof a
               cash payment for each share of Common Stock surrendered pursuant
               to such Acquisition Event (the "Acquisition Price"), then the
               Board may instead provide that all outstanding Options shall
               terminate upon consummation of such Acquisition Event and that
               each Participant shall receive, in exchange therefor, a cash
               payment equal to the amount (if any) by which (A) the Acquisition
               Price multiplied by the number of shares of Common Stock subject
               to such outstanding Options (whether or not then exercisable),
               exceeds (B) the aggregate exercise price of such Options.

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             (b) Change in Control Event that is not an Acquisition Event.  Upon
                 the occurrence of a Change in Control Event that does not also
                 constitute an Acquisition Event, except to the extent
                 specifically provided to the contrary in the instrument
                 evidencing any Option or any other agreement between a
                 Participant and the Company, the vesting schedule of such
                 Option shall be accelerated in part so that one-half of the
                 number of shares that would otherwise have first become vested
                 on any date after the date of the Change in Control Event shall
                 immediately become exercisable. The remaining one-half of such
                 number of shares shall continue to become vested in accordance
                 with the original vesting schedule set forth in such Option,
                 with one-half of the number of shares that would otherwise have
                 first become vested becoming so vested on each subsequent
                 vesting date in accordance with the original schedule.

          (3) Effect on Restricted Stock Awards

             (a)Acquisition Event that is not a Change in Control Event.  Upon
                the occurrence of an Acquisition Event that is not a Change in
                Control Event, the repurchase and other rights of the Company
                under each outstanding Restricted Stock Award shall inure to the
                benefit of the Company's successor and shall apply to the cash,
                securities or other property which the Common Stock was
                converted into or exchanged for pursuant to such Acquisition
                Event in the same manner and to the same extent as they applied
                to the Common Stock subject to such Restricted Stock Award.

             (b)Change in Control Event.  Upon the occurrence of a Change in
                Control Event (regardless of whether such event also constitutes
                an Acquisition Event), except to the extent specifically
                provided to the contrary in the instrument evidencing any
                Restricted Stock Award or any other agreement between a
                Participant and the Company, the vesting schedule of all
                Restricted Stock Awards shall be accelerated in part so that
                one-half of the number of shares that would otherwise have first
                become free from conditions or restrictions on any date after
                the date of the Change in Control Event shall immediately become
                free from conditions or restrictions. Subject to the following
                sentence, the remaining one-half of such number of shares shall
                continue to become free from conditions or restrictions in
                accordance with the original schedule set forth in such
                Restricted Stock Award, with one-half of the number of shares
                that would otherwise have first become free from conditions or
                restrictions becoming free from conditions or restrictions on
                each subsequent vesting date in accordance with the original
                schedule.

          (4) Effect on Other Awards

             (a)Acquisition Event that is not a Change in Control Event.  The
                Board shall specify the effect of an Acquisition Event that is
                not a Change in Control Event on any other Award granted under
                the Plan at the time of the grant of such Award.

             (b)Change in Control Event.  Upon the occurrence of a Change in
                Control Event (regardless of whether such event also constitutes
                an Acquisition Event), except to the extent specifically
                provided to the contrary in the instrument evidencing any Award
                or any other agreement between a Participant and the Company,
                the vesting schedule of all other Awards shall be accelerated in
                part so that one-half of the number of shares that would
                otherwise have first become exercisable, realizable, vested or
                free from conditions or restrictions on any date after the date
                of the Change in Control Event shall immediately become
                exercisable, realizable, vested or free from conditions or
                restrictions. Subject to the following sentence, the remaining
                one-half of such number of shares shall continue to become
                exercisable, realizable, vested or free from conditions or
                restrictions in accordance with the original schedule set forth
                in such Award, with one-half of the number of shares that would
                otherwise have first become exercisable, realizable, vested or
                free from conditions or restrictions becoming so exercisable,
                realizable, vested or free from conditions or restrictions on
                each subsequent vesting date in accordance with the original
                schedule.

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          (5) Limitations.  Notwithstanding the foregoing provisions of this
     Section 8(c), if the Change in Control Event is intended to be accounted
     for as a "pooling of interests" for financial accounting purposes, and if
     the acceleration to be effected by the foregoing provisions of this Section
     8(c) would preclude accounting for the Change in Control Event as a
     "pooling of interests" for financial accounting purposes, then no such
     acceleration shall occur upon the Change in Control Event.

9. General Provisions Applicable to Awards

             (a) Transferability of Awards.  Except as the Board may otherwise
        determine or provide in an Award, Awards shall not be sold, assigned,
        transferred, pledged or otherwise encumbered by the person to whom they
        are granted, either voluntarily or by peration of law, except by will or
        the laws of descent and distribution, and, during the life of the
        Participant, shall be exercisable only by the Participant. References to
        a Participant, to the extent relevant in the context, shall include
        references to authorized transferees.

             (b) Documentation.  Each Award shall be evidenced by a written
        instrument in such form as the Board shall determine. Each Award may
        contain terms and conditions in addition to those set forth in the Plan.

             (c) Board Discretion.  Except as otherwise provided by the Plan,
        each Award may be made alone or in addition or in relation to any other
        Award. The terms of each Award need not be identical, and the Board need
        not treat Participants uniformly.

             (d) Termination of Status.  The Board shall determine the effect on
        an Award of the disability, death, retirement, authorized leave of
        absence or other change in the employment or other status of a
        Participant and the extent to which, and the period during which, the
        Participant, the Participant's legal representative, conservator,
        guardian or Designated Beneficiary may exercise rights under the Award.

             (e) Withholding.  Each Participant shall pay to the Company, or
        make provision satisfactory to the Board for payment of, any taxes
        required by law to be withheld in connection with Awards to such
        Participant no later than the date of the event creating the tax
        liability. Except as the Board may otherwise provide in an Award, when
        the Common Stock is registered under the Exchange Act, Participants may,
        to the extent then permitted under applicable law, satisfy such tax
        obligations in whole or in part by delivery of shares of Common Stock,
        including shares retained from the Award creating the tax obligation,
        valued at their Fair Market Value. The Company may, to the extent
        permitted by law, deduct any such tax obligations from any payment of
        any kind otherwise due to a Participant.

             (f) Amendment of Award.  The Board may amend, modify or terminate
        any outstanding Award, including but not limited to, substituting
        therefor another Award of the same or a different type, changing the
        date of exercise or realization, and converting an Incentive Stock
        Option to a Nonstatutory Stock Option, provided that the Participant's
        consent to such action shall be required unless the Board determines
        that the action, taking into account any related action, would not
        materially and adversely affect the Participant.

             (g) Conditions on Delivery of Stock.  The Company will not be
        obligated to deliver any shares of Common Stock pursuant to the Plan or
        to remove restrictions from shares previously delivered under the Plan
        until (i) all conditions of the Award have been met or removed to the
        satisfaction of the Company, (ii) in the opinion of the Company's
        counsel, all other legal matters in connection with the issuance and
        delivery of such shares have been satisfied, including any applicable
        securities laws and any applicable stock exchange or stock market rules
        and regulations, and (iii) the Participant has executed and delivered to
        the Company such representations or agreements as the Company may
        consider appropriate to satisfy the requirements of any applicable laws,
        rules or regulations.

             (h) Acceleration.  The Board may at any time provide that any
        Options shall become immediately exercisable in full or in part, that
        any Restricted Stock Awards shall be free of

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<PAGE>   8

        restrictions in full or in part or that any other Awards may become
        exercisable in full or in part or free of some or all restrictions or
        conditions, or otherwise realizable in full or in part, as the case may
        be.

10. Miscellaneous

             (a) No Right To Employment or Other Status.  No person shall have
        any claim or right to be granted an Award, and the grant of an Award
        shall not be construed as giving a Participant the right to continued
        employment or any other relationship with the Company. The Company
        expressly reserves the right at any time to dismiss or otherwise
        terminate its relationship with a Participant free from any liability or
        claim under the Plan, except as expressly provided in the applicable
        Award.

             (b) No Rights As Stockholder.  Subject to the provisions of the
        applicable Award, no Participant or Designated Beneficiary shall have
        any rights as a stockholder with respect to any shares of Common Stock
        to be distributed with respect to an Award until becoming the record
        holder of such shares. Notwithstanding the foregoing, in the event the
        Company effects a split of the Common Stock by means of a stock dividend
        and the exercise price of and the number of shares subject to such
        Option are adjusted as of the date of the distribution of the dividend
        (rather than as of the record date for such dividend), then an optionee
        who exercises an Option between the record date and the distribution
        date for such stock dividend shall be entitled to receive, on the
        distribution date, the stock dividend with respect to the shares of
        Common Stock acquired upon such Option exercise, notwithstanding the
        fact that such shares were not outstanding as of the close of business
        on the record date for such stock dividend.

             (c) Effective Date and Term of Plan.  The Plan shall become
        effective on the date on which it is adopted by the Board. No Awards
        shall be granted under the Plan after the completion of ten years from
        the earlier of (i) the date on which the Plan was adopted by the Board
        or (ii) the date the Plan was approved by the Company's stockholders,
        but Awards previously granted may extend beyond that date.

             (d) Amendment of Plan.  The Board may amend, suspend or terminate
        the Plan or any portion thereof at any time.

             (e) Governing Law.  The provisions of the Plan and all Awards made
        hereunder shall be governed by and interpreted in accordance with the
        laws of the State of Delaware, without regard to any applicable
        conflicts of law.
                                          Adopted by the Board of Directors of
                                          the Company on January 18, 2000.

                                          Approved by the stockholders of the
                                          Company on February 17, 2000.

                                          Amended and Restated by the Board of
                                          Directors on April 24, 2001.

                                          Approved by the stockholders of the
                                          Company on May 31, 2001.


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