CIBER INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2048084zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                                         CURRENT
                                                                            PLAN
                                   CIBER, INC.
                              EQUITY INCENTIVE PLAN
                 (Amended and Restated as of February 15, 2001)

                                    SECTION 1
                                  INTRODUCTION

         1.1 ESTABLISHMENT. CIBER, Inc. hereby amends and restates the CIBER,
Inc. Equity Incentive Plan (the "Plan") for certain officers, employees and
consultants of the Company.

         1.2 PURPOSES. The purposes of the Plan are to provide the officers,
employees and consultants of the Company 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 stockholder value, so that the income of such persons is more
closely aligned with the income of the Company's stockholders. The Plan is
also designed to enhance the ability of the Company to attract, retain and
motivate officers, employees and consultants by providing an opportunity for
investment in the Company.

                                    SECTION 2
                                   DEFINITIONS

         2.1 DEFINITIONS. The following terms shall have the meanings set
forth below:

                  (a) "AFFILIATED CORPORATION" means (i) any corporation or
other entity (including but not limited to a partnership) that directly, or
through one or more intermediaries controls, is controlled by, or is under
common control with, CIBER, Inc., or (ii) any entity in which the Company has
a significant equity interest, as determined by the Committee.

                  (b) "AWARD" means a grant made under this Plan in the form
of Stock, Options, Restricted Stock, Performance Shares, or Performance Units.

                  (c) "BOARD" means the Board of Directors of the Company.

                  (d) "COMMITTEE" means (i) the Board, or (ii) one or more
committees of the Board to whom the Board has delegated all or part of its
authority under this Plan. Any committee under clause (ii) hereof which makes
grants to "officers" of the Company (as that term is defined in Rule 16a-1(f)
promulgated under the Exchange Act) shall be composed of not less than the
minimum number of persons from time to time required by Rule 16b-3, each of
whom, to the extent necessary to comply with Rule 16b-3 only, shall be a
"non-employee director" within the meaning of Rule 16b-3(b)(3)(i).

                  (e) "COMPANY" means CIBER, Inc., a Delaware corporation,
together with its Affiliated Corporations except where the context otherwise
requires.

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                  (f) "EFFECTIVE DATE" means January 31, 1994.

                  (g) "ELIGIBLE EMPLOYEES" means full-time key employees
(including, without limitation, officers and directors who are also
employees) of the Company or any Affiliated Corporation or any division
thereof, upon whose judgment, initiative and efforts the Company is, or will
be, important to the successful conduct of its business.

                  (h) "EXCHANGE ACT" shall mean the Securities Exchange Act
of 1934, as amended.

                  (i) "FAIR MARKET VALUE" means, as of any date, the value of
the Stock determined as follows:

                           (i) If the Stock is listed on any established
stock exchange or a national market system, its Fair Market Value shall be
the closing sales price for such Stock (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 Committee deems reliable;

                           (ii) If the Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share shall be the mean between the high bid and low asked
prices for the Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Committee deems reliable;

                           (iii) In the absence of an established  market for
the Stock, the Fair Market Value shall be determined in good faith by the
Committee.

                  (j) "INCENTIVE STOCK OPTION" means any Option designated as
such and granted in accordance with the requirements of Section 422 of the
Internal Revenue Code.

                  (k) "INTERNAL REVENUE CODE" means the Internal Revenue Code
of 1986, as it may be amended from time to time, and the rules and
regulations promulgated thereunder.

                  (l) "NON-STATUTORY OPTION" means any Option other than an
Incentive Stock Option.

                  (m) "OPTION" means a right to purchase Stock at a stated
price for a specified period of time.

                  (n) "OPTION PRICE" means the price at which shares of Stock
subject to an Option may be purchased, determined in accordance with Section
7.2(b).

                  (o) "PARTICIPANT" means an Eligible Employee or part-time
employee of, or consultant to, the Company designated by the Committee from
time to time during the term of the Plan to receive one or more Awards under
the Plan.

                  (p) "PERFORMANCE CYCLE" means the period of time as
specified by the Committee over which Performance Share or Performance Units
are to be earned.

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                  (q) "PERFORMANCE SHARES" means an Award made pursuant to
Section 9 which entitles a Participant to receive Shares, their cash
equivalent or a combination thereof based on the achievement of performance
targets during a Performance Cycle.

                  (r) "PERFORMANCE UNITS" means an Award made pursuant to
Section 9 which entitles a Participant to receive cash, Stock or a
combination thereof based on the achievement of performance targets during a
Performance Cycle.

                  (s) "PLAN YEAR" means each 12-month period beginning July 1
and ending the following June 30, except that for the first year of the Plan
it shall begin on the Effective Date and extend to June 30 of that year.

                  (t) "RESTRICTED STOCK" means Stock granted under Section 8
that is subject to restrictions imposed pursuant to said Section.

                  (u) "RULE 16b-3" shall mean Rule 16b-3 as promulgated by
the Securities and Exchange Commission under the Exchange Act, or any
successor rule or regulation thereto as in effect from time to time.

                  (v) "SERVICE PROVIDER" means an employee of or consultant
to the Company.

                  (w) "SHARE" means a share of Stock.

                  (x) "STOCK" means the common stock, $.01 par value, of the
Company.

         2.2 GENDER AND NUMBER. Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural

                                    SECTION 3
                               PLAN ADMINISTRATION

         3.1 AUTHORITY OF COMMITTEE. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be
granted to eligible Participants; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights, or other matters are
to be calculated in connection with, Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what
extent, and under what circumstances cash, shares, other securities, other
Awards, other property, and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) correct any defect, supply any omission,
reconcile any inconsistency and otherwise interpret and administer the Plan
and any instrument or agreement relating to the Plan or any Award hereunder;
(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration

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of the Plan; and (ix) make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the
Plan. To the extent necessary or appropriate, the Committee may adopt
sub-plans consistent with the Plan to conform to applicable state or foreign
securities or tax laws. A majority of the members of the Committee may
determine its actions and fix the time and place of its meetings.

         3.2 DETERMINATIONS UNDER THE PLAN. Unless otherwise expressly
provided in the Plan all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be
within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive, and binding upon all persons, including the
Company, any Affiliated Corporation, any Participant, any holder or
beneficiary of any Award, and any shareholder. No member of the Committee
shall be liable for any action, determination or interpretation made in good
faith, and all members of the Committee shall, in addition to their rights as
directors, be fully protected by the Company with respect to any such action,
determination or interpretation.

                                    SECTION 4
                            STOCK SUBJECT TO THE PLAN

         4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section
4.3, 10,500,000 Shares are authorized for issuance under the Plan in
accordance with the provisions of the Plan and subject to such restrictions
or other provisions as the Committee may from time to time deem necessary;
provided, however, that no Participant may be granted Awards in any
twelve-month period with respect to more than 1,000,000 Shares. The Shares
may be divided among the various Plan components as the Committee shall
determine. Shares which may be issued upon the exercise of Options shall be
applied to reduce the maximum number of Shares remaining available for use
under the Plan. The Company shall at all times during the term of the Plan
and while any Options are outstanding retain as authorized and unissued
Stock, or as treasury Stock, at least the number of Shares from time to time
required under the provisions of the Plan, or otherwise assure itself of its
ability to perform its obligations hereunder.

         4.2 UNUSED AND FORFEITED STOCK. Any Shares that are subject to an
Award under this Plan which are not used because the terms and conditions of
the Award are not met, including any Shares that are subject to an Option
which expires or is terminated for any reason, any Shares which are used for
full or partial payment of the purchase price of Shares with respect to which
an Option is exercised and any Shares retained by the Company pursuant to
Section 15.2 shall automatically become available for use under the Plan.
Notwithstanding the foregoing, any Shares used for full or partial payment of
the purchase price of the Shares with respect to which an Option is exercised
and any Shares retained by the Company pursuant to Section 15.2 that were
originally Incentive Stock Option Shares must still be considered as having
been granted for purposes of determining whether the Share limitation
provided for in Section 4.1 has been reached for purposes of Incentive Stock
Option grants.

         4.3 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If the Company
shall at any time increase or decrease the number of its outstanding Shares
of Stock or change in any way the rights and privileges of such Shares by
means of the payment of a stock dividend or any other distribution upon such
Shares payable in Stock, or through a stock split, subdivision,
consolidation, combination, reclassification or recapitalization involving
the Stock, then in relation to the Stock that is affected

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by one or more of the above events, the numbers, rights and privileges of (i)
the shares of Stock as to which Awards may be granted under the Plan, and
(ii) the Shares of Stock then included in each outstanding Option,
Performance Share or Performance Unit granted hereunder, shall be increased,
decreased or changed in like manner as if they had been issued and
outstanding, fully paid and nonassessable at the time of such occurrence.

         4.4 DIVIDEND PAYABLE IN STOCK OF ANOTHER CORPORATION, ETC. If the
Company shall at any time pay or make any dividend or other distribution upon
the Stock payable in securities of another corporation or other property
(except money or Stock), a proportionate part of such securities or other
property shall be set aside and delivered to any Participant then holding an
Award for the particular type of Stock for which the dividend or other
distribution was made, upon exercise thereof in the case of Options, and the
vesting thereof in the case of other Awards. Prior to the time that any such
securities or other property are delivered to a Participant in accordance
with the foregoing, the Company shall be the owner of such securities or
other property and shall have the right to vote the securities, receive any
dividends payable on such securities, and in all other respects shall be
treated as the owner. If securities or other property which have been set
aside by the Company in accordance with this Section are not delivered to a
Participant because an Award is not exercised or otherwise vested, then such
securities or other property shall remain the property of the Company and
shall be dealt with by the Company as it shall determine in its sole
discretion.

         4.5 OTHER CHANGES IN STOCK. In the event there shall be any change,
other than as specified in Sections 4.3 and 4.4, in the number or kind of
outstanding shares of Stock or of any stock or other securities into which
the Stock shall be changed or for which it shall have been exchanged, and if
the Committee shall in its discretion determine that such change equitably
requires an adjustment in the number or kind of Shares subject to outstanding
Awards or which have been reserved for issuance pursuant to the Plan but are
not then subject to an Award, then such adjustments shall be made by the
Committee and shall be effective for all purposes of the Plan and on each
outstanding Award that involves the particular type of stock for which a
change was effected.

         4.6 RIGHTS TO SUBSCRIBE. If the Company shall at any time grant to
the holders of its Stock rights to subscribe pro rata for additional shares
thereof or for any other securities of the Company or of any other
corporation, there shall be reserved with respect to the Shares then subject
to an Award held by any Participant of the particular class of Stock
involved, the Stock or other securities which the Participant would have been
entitled to subscribe for if immediately prior to such grant the Participant
had exercised his entire Option, or otherwise vested in his entire Award. If,
upon exercise of any such Option or the vesting of any other Award, the
Participant subscribes for the additional Stock or other securities, the
Participant shall pay to the Company the price that is payable by the
Participant for such Stock or other securities.

         4.7 GENERAL ADJUSTMENT RULES. If any adjustment or substitution
provided for in this Section 4 shall result in the creation of a fractional
Share under any Award, the Company shall, in lieu of selling or otherwise
issuing such fractional Share, pay to the Participant a cash sum in an amount
equal to the product of such fraction multiplied by the Fair Market Value of
a Share on the date the fractional Share would otherwise have been issued. In
the case of any such substitution or adjustment affecting an Option, the
total Option Price for the shares of Stock then subject to an Option shall
remain unchanged but the Option Price per shall under each such Option shall
be

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equitably adjusted by the Committee to reflect the greater or lesser number
of shares of Stock or other securities into which the Stock subject to the
Option may have been changed.

         4.8 DETERMINATION BY COMMITTEE, ETC. Adjustments under this Section
4 shall be made by the Committee, whose determinations with regard thereto
shall be final and binding upon all persons.

                                    SECTION 5
                          REORGANIZATION OR LIQUIDATION

         In the event that the Company is merged or consolidated with another
corporation (other than a merger or consolidation in which the Company is the
continuing corporation and which does not result in any reclassification or
change of outstanding Shares), or if all or substantially all of the assets
or more than 50% of the outstanding voting stock of the Company is acquired
by any other corporation, business entity or person (other than a sale or
conveyance in which the Company continues as a holding company of an entity
or entities that conduct the business or businesses formerly conducted by the
Company), or in case of a reorganization (other than a reorganization under
the United States Bankruptcy Code) or liquidation of the Company, and if the
provisions of Section 10 do not apply, the Committee, or the board of
directors of any corporation assuming the obligations of the Company, shall,
have the power and discretion to prescribe the terms and conditions for the
exercise, or modification, of any outstanding Awards granted hereunder. By
way of illustration, and not by way of limitation, the Committee may provide
for the complete or partial acceleration of the dates of exercise of the
Options, or may provide that such Options will be exchanged or converted into
options to acquire securities of the surviving or acquiring corporation, or
may provide for a payment or distribution in respect of outstanding Options
(or the portion thereof that is currently exercisable) in cancellation
thereof. The Committee may remove restrictions on Restricted Stock and may
modify the performance requirements for any other Awards. The Committee may
provide that Stock or other Awards granted hereunder must be exercised in
connection with the closing of such transaction, and that if not so exercised
such Awards will expire. Any such determinations by the Committee may be made
generally with respect to all Participants, or may be made on a case-by-case
basis with respect to particular Participants. The provisions of this Section
5 shall not apply to any transaction undertaken for the purpose of
reincorporating the Company under the laws of another jurisdiction, if such
transaction does not materially affect the beneficial ownership of the
Company's capital stock.

                                    SECTION 6
                                  PARTICIPATION

         Participants in the Plan shall be those Eligible Employees,
part-time employees or consultants who, in the judgment of the Committee, are
performing, or during the term of their incentive arrangement will perform,
important 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.
Participants may be granted from time to time one or more Awards; provided,
however, that the grant of each such Award shall be separately approved by
the Committee, and receipt of one such Award shall not result in automatic
receipt of any other Award, written notice shall be given to such person,
specifying the terms, conditions, rights and duties related thereto; and
further provided that Incentive

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Stock Options shall not be granted to (i) consultants, (ii) part-time
employees or (iii) Eligible Employees of any partnership or other entity
which is included within the definition of an Affiliated Corporation but
whose employees are not permitted to receive Incentive Stock Options under
the Internal Revenue Code. Each Participant shall enter into an agreement
with the Company, in such form as the Committee shall determine and which is
consistent with the provisions of the Plan, specifying such terms,
conditions, rights and duties. Awards shall be deemed to be granted as of the
date specified in the grant resolution of the Committee, which date shall be
the date of any related agreement with the Participant. In the event of any
inconsistency between the provisions of the Plan and any such agreement
entered into hereunder, the provisions of the Plan shall govern.

                                    SECTION 7
                                  STOCK OPTIONS

         7.1 GRANT OF OPTIONS. Coincident with or following designation for
participation in the Plan, a Participant may be granted one or more Options.
The Committee in its sole discretion shall designate whether an Option is to
be considered an Incentive Stock Option or a Non-Statutory Option. The
Committee may grant both an Incentive Stock Option and a Non-Statutory Option
to the same Participant at the same time or at different times. Incentive
Stock Options and Non-Statutory Options, whether granted at the same or
different times, shall be deemed to have been awarded in separate grants,
shall be clearly identified, and 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.

         7.2 OPTION AGREEMENTS. Each Option granted under the Plan shall be
evidenced by a written stock option agreement which shall be entered into by
the Company and the Participant to whom the Option is granted (the "Option
Holder"), and which shall contain the following terms and conditions, as well
as such other terms and conditions not inconsistent therewith, as the
Committee may consider appropriate in each case.

                  (a) NUMBER OF SHARES. Each stock option agreement shall
state that it covers a specified number of Shares, as determined by the
Committee. To the extent that the aggregate Fair Market Value of Shares with
respect to which Options designated as Incentive Stock Options are
exercisable for the first time by any Participant during any year (under all
plans of the Company and any Affiliated Corporation) exceeds $100,000, such
Options shall be treated as not being Incentive Stock Options. The foregoing
shall be applied by taking Options into account in the order in which they
were granted. For the purposes of the foregoing, the Fair Market Value of any
Share shall be determined as of the time the Option with respect to such
Share is granted. In the event the foregoing results in a portion of an
Option designated as an Incentive Stock Option exceeding the $100,000
limitation, only such excess shall be treated as not being an Incentive Stock
Option.

                  (b) PRICE. The price at which each Share covered by an
Option may be purchased shall be determined in each case by the Committee and
set forth in the stock option agreement, but in no event shall the Option
Price for each Share covered by an Incentive Stock Option be less than the
Fair Market Value of the Stock on the date the Option is granted; provided,
however, that the Option Price for each Share covered by a Non-Statutory
Option may be granted at any price less than Fair Market Value, in the sole
discretion of the Committee; and provided further that the Option Price for
each Share covered by an Incentive Stock Option granted to an Eligible
Employee who

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then owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any parent or subsidiary
corporation of the Company must be at least 110% of the Fair Market Value of
the Stock subject to the Incentive Stock Option on the date the Option is
granted.

                  (c) DURATION OF OPTIONS. Each stock option agreement shall
state the period of time, determined by the Committee, within which the
Option may be exercised by the Option Holder (the "Option Period"). The
Option Period must expire, in all cases, not more than ten years from the
date an Option is granted; provided, however, that the Option Period of an
Incentive Stock Option granted to an Eligible Employee who then owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary corporation of the Company
must expire not more than five years from the date such an Option is granted.
Each stock option agreement shall also state the periods of time, if any, as
determined by the Committee, when incremental portions of each Option shall
vest. If any Option is not exercised during its Option Period, it shall be
deemed to have been forfeited and of no further force or effect.

                  (d) TERMINATION OF SERVICE, DEATH, DISABILITY, ETC. Except
as otherwise determined by the Committee, each stock option agreement shall
provide as follows with respect to the exercise of the Option upon an Option
Holder ceasing to be a Service Provider or on the death or disability of the
Option Holder:

                           (i) If the Option Holder ceases to be a Service
Provider within the Option Period for cause, as determined by the Company,
the Option shall thereafter be void for all purposes. As used in this Section
7.2(d), "cause" shall mean a gross violation, as determined by the Company,
of the Company's established policies and procedures. The effect of this
Section 7.2(d)(i) shall be limited to determining the consequences of a
termination, and nothing in this Section 7.2(d)(i) shall restrict or
otherwise interfere with the Company's discretion with respect to the
termination of any Service Provider.

                           (ii) If the Option Holder ceases to be a Service
Provider with the Company in a manner determined by the Board, in its sole
discretion, to constitute retirement (which determination shall be
communicated to the Option Holder within 10 days of such termination), the
Option may be exercised by the Option Holder, or in the case of death by the
persons specified in clause (iii) of this Section 7.2(d), within three months
following his or her retirement if the Option is an Incentive Stock Option or
within twelve months following his or her retirement if the Option is a
Non-Statutory Stock Option (provided in each case that such exercise must
occur within the Option Period), but not thereafter. In any such case, the
Option may be exercised only as to the Shares as to which the Option had
become exercisable on or before the date the Option Holder ceases to be a
Service Provider.

                           (iii) If the Option Holder dies (A) while he or
she is a Service Provider, (B) within the three-month period referred to in
clause (v) below, or (C) within the three or twelve-month period referred to
in clause (ii) above, 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 twelve months following the Option Holder's death (provided that such
exercise must occur within the Option Period), but not thereafter. In any
such case, the Option may be exercised only as to the Shares as

                                       -8-
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to which the Option had become exercisable on or before the date of the
Option Holder's death or at such time as the Option Holder ceased to be a
Service Provider, whichever is earlier.

                           (iv) If the Option Holder becomes disabled
(within the meaning of Section 22(e) of the Internal Revenue Code) while a
Service Provider, Incentive Stock Options held by the Option Holder may be
exercised by the Option Holder within twelve months following the date the
Option Holder ceases to be a Service Provider (provided that such exercise
must occur within the Option Period), but not thereafter. If the Option
Holder becomes disabled (within the meaning of Section 22(e) of the Internal
Revenue Code) while a Service Provider or within three-month period referred
to in clause (v) below or within the twelve month period following his or her
retirement as provided in clause (ii) above, Non-Statutory Options held by
the Option Holder may be exercised by the Option Holder within twelve months
following the date of the Option Holder's disability (provided that such
exercise must occur within the Option Period), but not thereafter. In any
such case, the Option may be exercised only as to the Shares as to which the
Option had become exercisable on or before the date the Option Holder ceased
to be a Service Provider.

                           (v) If the Option Holder ceases to be a Service
Provider (which for this purpose means that the Option Holder is no longer
employed by or consulting with the Company or an Affiliated Corporation)
within the Option Period for any reason other than cause, retirement as
provided in clause (ii) above, disability as provided in clause (iv) above or
the Option Holder's death, the Option may be exercised by the Option Holder
within three months following the date of such cessation (provided that such
exercise must occur within the Option Period), but not thereafter. In any
such case, the Option may be exercised only as to the Shares as to which the
Option had become exercisable on or before the date that the Option Holder
ceases to be a Service Provider

                  (e) EXERCISE, PAYMENTS, ETC.

                           (i) Each stock option agreement shall provide that
the method for exercising the Option granted therein shall be by delivery to
the Corporate Secretary of the Company of written notice specifying the
number of Shares with respect to which such Option is exercised (which must
be in a minimum amount of 25 Shares) and payment of the Option Price. Such
notice shall be in a form satisfactory to the Committee and shall specify the
particular Option (or portion thereof) which is being exercised and the
number of Shares with respect to which the Option is being exercised. The
exercise of the Option shall be deemed effective upon receipt of such notice
by the Corporate Secretary and payment to the Company. The purchase of such
Stock shall take place at the principal offices of the Company upon delivery
of such notice, at which time the purchase price of the Stock shall be paid
in full by any of the methods or any combination of the methods set forth in
(ii) below. A properly executed certificate or certificates representing the
Stock shall be issued by the Company and delivered to the Option Holder. If
certificates representing Stock are used to pay all or part of the Option
Price, separate certificates for the same number of shares of Stock shall be
issued by the Company and delivered to the Option Holder representing each
certificate used to pay the Option Price, and an additional certificate shall
be issued by the Company and delivered to the Option Holder representing the
additional shares, in excess of the Option Price, to which the Option Holder
is entitled as a result of the exercise of the Option.

                           (ii) The exercise price shall be paid by any of
the following methods or any combination of the following methods:

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                                    (A) in cash;

                                    (B) by cashier's check payable to the
order of the Company;

                                    (C) by delivery to the Company 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
Company; provided however, that Shares used for this purpose must have been
held by the Option Holder for such minimum period of time as may be
established from time to time by the Committee; and provided further that the
Fair Market Value of any Shares delivered in payment of the purchase price
upon exercise of the Option shall be the Fair Market Value as of the exercise
date, which shall be the date of delivery of the certificates for the Stock
used as payment of the Option Price; or

                                    (D) by delivery to the Company of a
properly executed notice of exercise together with irrevocable instructions
to a broker to deliver to the Company 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 necessary to pay the exercise price.

                           (iii) In the discretion of the Committee, the
Company may guaranty a third-party loan obtained by a Participant to pay part
or all of the Option Price of the Shares provided that such loan or the
Company's guaranty is secured by the Shares.

                  (f) DATE OF GRANT. An option shall be considered as having
been granted on the date specified in the grant resolution of the Committee.

                  (g) WITHHOLDING.

                                    (A) NON-STATUTORY OPTIONS. Each stock
option agreement covering Non-Statutory Options shall provide that, upon
exercise of the Option, the Option Holder shall make appropriate arrangements
with the Company to provide for the amount of additional withholding required
by applicable federal and state income tax laws, including payment of such
taxes through delivery of Stock or by withholding Stock to be issued under
the Option, as provided in Section 15.

                                    (B) INCENTIVE OPTIONS. In the event that
a Participant makes a disposition (as defined in Section 424(c) of the
Internal Revenue Code) of any Stock acquired pursuant to the exercise of an
Incentive Stock Option prior to the later of (i) the expiration of two years
from the date on which the Incentive Stock Option was granted or (ii) the
expiration of one year from the date on which the Option was exercised, the
Participant shall send written notice to the Company at its principal office
in Denver, Colorado (Attention: Corporate Secretary) 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 Participant 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 applicable federal and state income tax laws.

                  (h) ADJUSTMENT OF OPTIONS. Subject to the limitations
contained in Sections 7 and 14, the Committee may make any adjustment in the
Option Price, the number of shares subject to,

                                       -10-
<PAGE>

or the terms of, an outstanding Option and a subsequent granting of an Option
by amendment or by substitution of an outstanding Option. Such amendment,
substitution, or re-grant may result in terms and conditions (including
Option Price, number of shares covered, vesting schedule or exercise period)
that differ from the terms and conditions of the original Option. The
Committee may not, however, adversely affect the rights of any Participant to
previously granted Options without the consent of such Participant. If such
action is affected by amendment, the effective date of such amendment shall
be the date of the original grant.

         7.3 STOCKHOLDER PRIVILEGES. No Option Holder shall have any rights
as a stockholder with respect to any Shares 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 rights as to
which there is a record date preceding the date such Option Holder becomes
the holder of record of such Stock, except as provided in Section 4.

                                    SECTION 8
                             RESTRICTED STOCK AWARDS

         8.1 AWARDS GRANTED BY COMMITTEE. Coincident with or following
designation for participation in the Plan, a Participant may be granted one
or more Restricted Stock Awards consisting of Shares. The number of Shares
granted as a Restricted Stock Award shall be determined by the Committee.

         8.2 RESTRICTIONS. A Participant's right to retain a Restricted Stock
Award granted to him under Section 8.1 shall be subject to such restrictions,
including but not limited to his continuing to perform as a Service Provider
for a restriction period specified by the Committee, or the attainment of
specified performance goals and objectives, as may be established by the
Committee with respect to such Award. The Committee may in its sole
discretion require different periods of service or different performance
goals and objectives with respect to (i) different Participants, (ii)
different Restricted Stock Awards, or (iii) separate, designated portions of
the Shares constituting a Restricted Stock Award.

         8.3 PRIVILEGES OF A STOCKHOLDER, TRANSFERABILITY. A Participant
shall have all voting, dividend, liquidation and other rights with respect to
Stock in accordance with its terms received by him as a Restricted Stock
Award under this Section 8 upon his becoming the holder of record of such
Stock; provided, however, that the Participant's right to sell, encumber or
otherwise transfer such Stock shall be subject to the limitations of Section
11.2 hereof.

         8.4 ENFORCEMENT OF RESTRICTIONS. The Committee may in its sole
discretion require one or more of the following methods of enforcing the
restrictions referred to in Section 8.2 and 8.3:

                  (a) placing a legend on the stock certificates referring to
the restrictions;

                  (b) requiring the Participant to keep the stock
certificates, duly endorsed, in the custody of the Company while the
restrictions remain in effect; or

                  (c) requiring that the stock certificates, duly endorsed,
be held in the custody of a third party while the restrictions remain in
effect.

                                       -11-
<PAGE>

         8.5 TERMINATION OF SERVICE, DEATH, DISABILITY, ETC. In the event of
the death or disability (within the meaning of Section 22(e) of the Internal
Revenue Code) of a Participant, or the retirement of a Participant as
provided in Section 7.2(d)(ii), all service period and other restrictions
applicable to Restricted Stock Awards then held by him shall lapse, and such
Awards shall become fully nonforfeitable. Subject to Sections 5 and 10, in
the event a Participant ceases to be a Service Provider for any other reason,
any Restricted Stock Awards as to which the service period or other
restrictions have not been satisfied shall be forfeited.

                                    SECTION 9
                    PERFORMANCE SHARES AND PERFORMANCE UNITS

         9.1 AWARDS GRANTED BY COMMITTEE. Coincident with or following
designation for participation in the Plan, a Participant may be granted
Performance Shares or Performance Units.

         9.2 AMOUNT OF AWARD. The Committee shall establish a maximum amount
of a Participant's Award, which amount shall be denominated in Shares in the
case of Performance Shares or in dollars in the case of Performance Units.

         9.3 COMMUNICATION OF AWARD. Written notice of the maximum amount of
a Participant's Award and the Performance Cycle determined by the Committee
shall be given to a Participant as soon as practicable after approval of the
Award by the Committee.

         9.4 AMOUNT OF AWARD PAYABLE. The Committee shall establish maximum
and minimum performance targets to be achieved during the applicable
Performance Cycle. Performance targets established by the Committee shall
relate to corporate, group, unit or individual performance and may be
established in terms of earnings, growth in earnings, ratios of earnings to
equity or assets, or such other measures or standards determined by the
Committee. Multiple performance targets may be used and the components of
multiple performance targets may be given the same or different weighting in
determining the amount of an Award earned, and may relate to absolute
performance or relative performance measured against other groups, units,
individuals or entities. Achievement of the maximum performance target shall
entitle the Participant to payment (subject to Section 9.6) at the full or
maximum amount specified with respect to the Award; provided, however, that
notwithstanding any other provisions of this Plan, in the case of an Award of
Performance Shares the Committee in its discretion may establish an upper
limit on the amount payable (whether in cash or Stock) as a result of the
achievement of the maximum performance target. The Committee may also
establish that a portion of a full or maximum amount of a Participant's Award
will be paid (subject to Section 9.6) for performance which exceeds the
minimum performance target but falls below the maximum performance target
applicable to such Award.

         9.5 ADJUSTMENTS. At any time prior to payment of a Performance Share
or Performance Unit Award, the Committee may adjust previously established
performance targets or other terms and conditions to reflect events such as
changes in laws, regulations, or accounting practice, or mergers,
acquisitions or divestitures.

         9.6 PAYMENTS OF AWARDS. Following the conclusion of each Performance
Cycle, the Committee shall determine the extent to which performance targets
have been attained, and the satisfaction of any other terms and conditions
with respect to an Award relating to such Performance

                                       -12-
<PAGE>

Cycle. The Committee shall determine what, if any, payment is due with
respect to an Award and whether such payment shall be made in cash, Stock or
some combination. Payment shall be made in a lump sum or installments, as
determined by the Committee, commencing as promptly as practicable following
the end of the applicable Performance Cycle, subject to such terms and
conditions and in such form as may be prescribed by the Committee.

         9.7 TERMINATION OF EMPLOYMENT. If a Participant ceases to be a
Service Provider before the end of a Performance Cycle by reason of his
death, disability as provided in Section 7.2(d)(iv), or retirement as
provided in Section 7.2(d)(ii), the Performance Cycle for such Participant
for the purpose of determining the amount of the Award payable shall end at
the end of the calendar quarter immediately preceding the date on which such
Participant ceased to be a Service Provider. The amount of an Award payable
to a Participant to whom the preceding sentence is applicable shall be paid
at the end of the Performance Cycle and shall be that fraction of the Award
computed pursuant to the preceding sentence the numerator of which is the
number of calendar quarters during the Performance Cycle during all of which
said Participant was a Service Provider and the denominator of which is the
number of full calendar quarters in the Performance Cycle. Upon any other
termination of Participant's services as a Service Provider during a
Performance Cycle, participation in the Plan shall cease and all outstanding
Awards of Performance Shares or Performance Units to such Participant shall
be canceled.

                                   SECTION 10
                                CHANGE IN CONTROL

         10.1 OPTIONS, RESTRICTED STOCK. In the event of a change in control
of the Company as defined in Section 10.3, then the Committee may, in its
sole discretion, without obtaining stockholder approval, to the extent
permitted in Section 14, take any or all of the following actions: (a)
accelerate the exercise dates of any outstanding Options or make all such
Options fully vested and exercisable; (b) grant a cash bonus award to any
Option Holder in an amount necessary to pay the Option Price of all or any
portion of the Options then held by such Option Holder; (c) pay cash to any
or all Option Holders in exchange for the cancellation of their outstanding
Options in an amount equal to the difference between the Option Price of such
Options and the greater of the tender offer price for the underlying Stock or
the Fair Market Value of the Stock on the date of the cancellation of the
Options; (d) make any other adjustments or amendments to the outstanding
Options; and (e) eliminate all restrictions with respect to Restricted Stock
and deliver Shares free of restrictive legends to any Participant.

         10.2 PERFORMANCE SHARES AND PERFORMANCE UNITS. Under the
circumstances described in Section 10.1, the Committee may, in its sole
discretion, and without obtaining stockholder approval, to the extent
permitted in Section 14, provide for payment of outstanding Performance
Shares and Performance Units at the maximum award level or any percentage
thereof.

         10.3 DEFINITION. For purposes of the Plan, a "change in control"
shall be deemed to have occurred if: (a) any "person" or "group" (within the
meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than a
trustee or other fiduciary holding securities under an employee benefit plan
of the Company or under a trust, the grantor of which is Bobby G. Stevenson,
or Bobby G. Stevenson, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of more than
33-1/3% of the then outstanding voting stock of the Company;

                                       -13-
<PAGE>

or (b) at any time during any period of three consecutive years (not
including any period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board (and any new director whose
election by the Board or whose nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of such
period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority thereof; or (c) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation,
or the stockholders approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.

                                   SECTION 11
                        RIGHTS OF EMPLOYEES; PARTICIPANTS

         11.1 CONTINUATION OF SERVICES. Nothing contained in the Plan or in
any Award granted under the Plan shall confer upon any Participant any right
with respect to the continuation of his or her services as a Service
Provider, or interfere in any way with the right of the Company, subject to
the terms of any separate employment or consulting agreement to the contrary,
at any time to terminate such services or to increase or decrease the
compensation of the Participant from the rate in existence at the time of the
grant of an Award. Whether an authorized leave of absence, or absence in
military or government service, shall constitute a termination of
Participant's services as a Service Provider shall be determined by the
Committee at the time.

         11.2 NONTRANSFERABILITY. Except as provided in Section 11.3, no
right or interest of any Participant in an Award granted pursuant to the Plan
shall be assignable or transferable during the lifetime of the Participant,
except (if otherwise permitted under Section 11.4) pursuant to a domestic
relations order, 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. In the event
of a Participant's death, a Participant's rights and interests in Options
shall, if otherwise permitted under Section 11.4, be transferable by
testamentary will or the laws of descent and distribution, and payment of any
amounts due under the Plan shall be made to, and exercise of any Options may
be made by, the Participant's legal representatives, heirs or legatees. If,
in the opinion of the Committee, a person entitled to payments or to exercise
rights with respect to the Plan is disabled from caring for his affairs
because of mental condition, physical condition or age, payment due such
person may be made to, and such rights shall be exercised by, such person's
guardian, conservator or other legal personal representative upon furnishing
the Committee with evidence satisfactory to the Committee of such status.
Transfers shall not be deemed to include transfers to the Company or
"cashless exercise" procedures with third parties who provide financing for
the purpose of (or who otherwise facilitate) the exercise of Awards
consistent with applicable laws and the authorization of the Committee.

         11.3 PERMITTED TRANSFERS. Pursuant to conditions and procedures
established by the Committee from time to time, the Committee may permit
Awards to be transferred to, exercised by

                                       -14-
<PAGE>

and paid to certain persons or entities related to a Participant, including
but not limited to members of the Participant's immediate family, charitable
institutions, or trusts or other entities whose beneficiaries or beneficial
owners are members of the Participant's immediate family and/or charitable
institutions. In the case of initial Awards, at the request of the
Participant, the Committee may permit the naming of the related person or
entity as the Award recipient. Any permitted transfer shall be subject to the
condition that the Committee receive evidence satisfactory to it that the
transfer is being made for estate and/or tax planning purposes on a
gratuitous or donative basis and without consideration (other than nominal
consideration). Notwithstanding the foregoing, Incentive Stock Options shall
only be transferable to the extent permitted by Section 422 of the Internal
Revenue Code and the treasury regulations thereunder.

         11.4 LIMITATIONS ON INCENTIVE STOCK OPTIONS. Notwithstanding
anything in this Agreement (or in any stock option agreement evidencing the
grant of an Option hereunder) to the contrary, Incentive Stock Options shall
be transferable only to the extent permitted by Section 422 of the Internal
Revenue Code and the treasury regulations thereunder without affecting the
Option's qualification under Section 422 as an Incentive Stock Option.

                                   SECTION 12
                              GENERAL RESTRICTIONS

         12.1 INVESTMENT REPRESENTATIONS. The Company may require any person
to whom an Option or other Award is granted, as a condition of exercising
such Option or receiving Stock under the Award, to give written assurances in
substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Stock subject to the Option or the Award
for his own account for investment and not with any present intention or
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws. Legends evidencing such restrictions may be
placed on the certificates evidencing the Stock.

         12.2 COMPLIANCE WITH SECURITIES LAWS. Each Award shall be subject to
the requirement that, if at any time counsel to the Company shall determine
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 or regulatory body, is necessary as a
condition of, or in connection with, the issuance or purchase of Shares
thereunder, such Award may not be accepted or exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained on conditions acceptable to the Committee.
Nothing herein shall be deemed to require the Company to apply for or to
obtain such listing, registration or qualification.

         12.3 STOCK RESTRICTION AGREEMENT. The Committee may provide that
shares of Stock issuable upon the exercise of an Option shall, under certain
conditions, be subject to restrictions whereby the Company has a right of
first refusal with respect to such shares or a right or obligation to
repurchase all or a portion of such shares, which restrictions may survive a
Participant's cessation or termination as a Service Provider.

                                       -15-
<PAGE>

                                   SECTION 13
                             OTHER EMPLOYEE BENEFITS

         The amount of any compensation deemed to be received by a
Participant as a result of the exercise of an Option or the grant or vesting
of any other Award shall not constitute "earnings" with respect to which any
other benefits of such Participant are determined, including without
limitation benefits under any pension, profit sharing, life insurance or
salary continuation plan.

                                   SECTION 14
                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

         The Board may at any time terminate, and from time-to-time may amend
or modify, the Plan; provided, however, that no amendment or modification may
become effective without approval of the amendment or modification by the
stockholders if stockholder approval is required to enable the Plan to
satisfy any applicable statutory or regulatory requirements, or if the
Company, on the advice of counsel, determines that stockholder approval is
otherwise necessary or desirable.

         No amendment, modification or termination of the Plan shall in any
manner adversely affect any Awards theretofore granted under the Plan,
without the consent of the Participant holding such Awards.

                                   SECTION 15
                                  WITHHOLDING

         15.1 WITHHOLDING REQUIREMENT. The Company's obligations to deliver
Shares upon the exercise of an Option, or upon the vesting of any other
Award, shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and other tax withholding requirements.

         15.2 WITHHOLDING WITH STOCK. At the time the Committee grants an
Award, it 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 Company, or to have the Company withhold from Shares
otherwise issuable to the Participant, Shares 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 Committee. The value of Shares 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 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; and

                  (c) If the Participant is an officer or director of the
Company within the meaning of Section 16 of the Exchange 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.

                                       -16-
<PAGE>

                                   SECTION 16
                            SECTION 162(m) PROVISIONS

         16.1 LIMITATIONS. Notwithstanding any other provision of this Plan,
if the Committee determines at the time any Restricted Stock Award or
Performance Award is granted to a Participant that such Participant is, or is
likely to be at the time he or she recognizes income for federal income tax
purposes in connection with such Award, a Covered Employee (within the
meaning of Section 162(m)(3) of the Internal Revenue Code), then the
Committee may provide that this Section 16 is applicable to such Award.

         16.2 PERFORMANCE GOALS. If an Award is subject to this Section 16,
then the lapsing of restrictions thereon and the distribution of cash, Shares
or other property pursuant thereto, as applicable, shall be subject to the
achievement of one or more objective performance goals established by the
Committee, which shall be based on the attainment of one or any combination
of the following: specified levels of earnings per share from continuing
operations, operating income, revenues, gross margin, return on operating
assets, return on equity, economic value added, stock price appreciation,
total stockholder return (measured in terms of stock price appreciation and
dividend growth), or cost control, of the Company or Affiliated Corporation
(or any division thereof) for or within which the Participant is primarily
employed. Such performance goals also may be based upon the attaining of
specified levels of Company performance under one or more of the measures
described above relative to the performance of other corporations. Such
performance goals shall be set by the Committee within the time period
prescribed by, and shall otherwise comply with the requirements of, Section
162(m) of the Internal Revenue Code and the regulations thereunder.

         16.3 ADJUSTMENTS. Notwithstanding any provision of the Plan other
than Section 10, with respect to any Award that is subject to this Section
16, the Committee may not adjust upwards the amount payable pursuant to such
Award, nor may it waive the achievement of the applicable performance goals
except in the case of the death or disability of the Participant.

         16.4 OTHER RESTRICTIONS. The Committee shall have the power to
impose such other restrictions on Awards subject to this Section 16 as it may
deem necessary or appropriate to ensure that such Awards satisfy all
requirements for "performance-based compensation" within the meaning of
Section 162(m)(4)(B) of the Internal Revenue Code or any successor thereto.

                                   SECTION 17
                             BROKERAGE ARRANGEMENTS

         The Committee, in its discretion, may enter into arrangements with
one or more banks, brokers or other financial institutions to facilitate the
disposition of shares acquired upon exercise of Stock Options, including,
without limitation, arrangements for the simultaneous exercise of Stock
Options and sale of the Shares acquired upon such exercise.

                                   SECTION 18
                           NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as creating
any limitations on the power or authority

                                       -17-
<PAGE>

of the Board to adopt such other or additional incentive or other
compensation arrangements of whatever nature as the Board may deem necessary
or desirable or preclude or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe benefits to
employees or consultants generally, or to any class or group of employees or
consultants, which the Company or any Affiliated Corporation now has lawfully
put into effect, including, without limitation, any retirement, pension,
savings and stock purchase plan, insurance, death and disability benefits and
executive short-term incentive plans.

                                   SECTION 19
                               REQUIREMENTS OF LAW

         19.1 REQUIREMENTS OF LAW. The issuance of Stock and the payment of
cash pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.

         19.2 RULE 16b-3. Transactions under the Plan and within the scope of
Rule 16b-3 are intended to comply with all applicable conditions of Rule
16b-3. To the extent any provision of the Plan or any action by the Committee
under the Plan fails to so comply, such provision or action shall, without
further action by any person, be deemed to be automatically amended to the
extent necessary to effect compliance with Rule 16b-3; provided, however,
that if such provision or action cannot be amended to effect such compliance,
such provision or action shall be deemed null and void to the extent
permitted by law and deemed advisable by the Committee.

         19.3 GOVERNING LAW. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of
Delaware.

                                   SECTION 20
                              DURATION OF THE PLAN

         No Award shall be granted under the Plan after ten years from the
Effective Date; provided, however, that any Award theretofore granted may,
and the authority of the Board or the Committee to amend, alter, adjust,
suspend, discontinue, or terminate any such Award or to waive any conditions
or rights under any such Award shall, extend beyond such date.

Dated:  February 15, 2001


                                    CIBER, Inc.



                                    By:/s/Mac J. Slingerlend
                                       --------------------------------------
                                       Mac J. Slingerlend
                                       President and Chief Executive Officer




                                       -18-
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</DOCUMENT>
