PETSMART INC
EX-10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>p67700exv10w2.txt
<DESCRIPTION>EX-10.2
<TEXT>
<PAGE>
                                 PETSMART, INC.
                           1995 EQUITY INCENTIVE PLAN
                        AS AMENDED THROUGH MARCH 25, 2003

              ADOPTED BY THE BOARD OF DIRECTORS IN MARCH 1995
                 APPROVED BY THE STOCKHOLDERS IN JUNE 1995
                        TERMINATION DATE: MARCH 28, 2005

                                  INTRODUCTION

      In 1988, the Company adopted the 1988 Stock Option Plan (the "1988 Plan")
in order to provide a means by which selected Employees and Directors of and
Consultants to the Company could receive Stock Awards. On March 29, 1995, the
Company amended and restated the 1988 Plan and renamed the 1988 Plan the
"PETsMART, Inc. 1995 Equity Incentive Plan" (the "1995 Plan"). The stockholders
of the Company approved the amended and restated 1995 Plan on June 22, 1995. On
March 25, 2003, the Company amended the 1995 Plan in the form contained
hereunder.

1.    PURPOSES.

      (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to benefit from increases in value of the stock of
the Company through the granting of Stock Awards.

      (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company or
its Affiliates, to secure and retain the services of new Employees, Directors
and Consultants, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.

      (c) The Company intends that the type and amount of any Stock Awards
issued under the Plan shall be in the discretion of the Board or any Committee
to which responsibility for administration of the Plan has been delegated
pursuant to subsection 3(c).

2.    DEFINITIONS.

      (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.

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

      (c)   "CODE" means the Internal Revenue Code of 1986, as amended.

      (d) "COMMITTEE" means a committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

      (e)   "COMPANY" means PETsMART, Inc., a Delaware corporation.
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      (f) "CONCURRENT STOCK APPRECIATION RIGHT" or "CONCURRENT RIGHT" means a
right granted pursuant to subsection 8(b)(2) of the Plan.

      (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.

      (h) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means the
employment or relationship as a Director or Consultant is not interrupted or
terminated. The Board, in its sole discretion, may determine whether Continuous
Status as an Employee, Director or Consultant shall be considered interrupted in
the case of: (i) any leave of absence approved by the Board, including sick
leave, military leave, or any other personal leave; or (ii) transfers between
locations of the Company or between the Company, Affiliates or their successors.

      (i) "COVERED EMPLOYEE" means the chief executive officer and the four (4)
other highest compensated officers of the Company for whom total compensation is
required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.

      (j)   "DIRECTOR" means a member of the Board.

      (k) "DISINTERESTED DIRECTOR" means a Director who satisfies the
requirements of Rule 16b-3(b)(3) or any other applicable rules, regulations or
interpretations of the Securities and Exchange Commission.

      (l) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

      (m)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

      (n) "FAIR MARKET VALUE" means, as of any date, the value of the common
stock of the Company determined as follows:

            (1) If the common stock is listed on any established stock exchange
or a national market system, including without limitation the NASDAQ National
Market System, the Fair Market Value of a share of common stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in common 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 Board deems reliable;

            (2) In the absence of an established market for the common stock,
the Fair Market Value shall be determined in good faith by the Board.

                                       2
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      (o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

      (p) "INDEPENDENT STOCK APPRECIATION RIGHT" or "INDEPENDENT RIGHT" means a
right granted pursuant to subsection 8(b)(3) of the Plan.

      (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

      (r) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (s)   "OPTION" means a stock option granted pursuant to the Plan.

      (t) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

      (u)   "OPTIONEE" means an Employee, Director or Consultant who holds
an outstanding Option.

      (v) "OUTSIDE DIRECTOR" means a Director who either: (i) is not a current
Employee of the Company or an "affiliated corporation" (within the meaning of
Treasury regulations promulgated under Section 162(m) of the Code), is not a
former Employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an Officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director; or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

      (w)   "PLAN" means this PETsMART, Inc. 1995 Equity Incentive Plan.

      (x) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

      (y)   "SECURITIES ACT" means the Securities Act of 1933, as amended.

      (z) "STOCK APPRECIATION RIGHT" means any of the various types of rights
which may be granted under Section 8 of the Plan.

      (aa) "STOCK AWARD" means any right granted under the Plan, including any
Option, any stock bonus, any right to purchase restricted stock, and any Stock
Appreciation Right.

      (bb) "STOCK AWARD AGREEMENT" means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

                                       3
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      (cc) "TANDEM STOCK APPRECIATION RIGHT" or "TANDEM RIGHT" means a right
granted pursuant to subsection 8(b)(1) of the Plan.

3.    ADMINISTRATION.

      (a) The Plan shall be administered by the Board unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).

      (b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

            (1) To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how each Stock Award
shall be granted; whether a Stock Award will be an Incentive Stock Option, a
Nonstatutory Stock Option, a stock bonus, a right to purchase restricted stock,
a Stock Appreciation Right, or a combination of the foregoing; the provisions of
each Stock Award granted (which need not be identical), including the time or
times when a person shall be permitted to receive stock pursuant to a Stock
Award; whether a person shall be permitted to receive stock upon exercise of an
Independent Stock Appreciation Right; and the number of shares with respect to
which a Stock Award shall be granted to each such person.

            (2) To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

            (3)   To amend the Plan or a Stock Award as provided in
Section 14.

            (4) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company.

      (c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members (the "Committee"), all of the members
of which Committee shall be Disinterested Directors and may also be, in the
discretion of the Board, Outside Directors. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board (and references in this
Plan to the Board shall thereafter be to the Committee), subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan. Notwithstanding
anything in this Section 3 to the contrary, the Board or the Committee may
delegate to a committee of one or more members of the Board the authority to
grant Stock Awards to eligible persons who (1) are not then subject to Section
16 of the Exchange Act, and/or (2) are either: (i) not then Covered Employees
and are not expected to be Covered Employees at the time of recognition of
income resulting from such Stock Award; or (ii) not persons with respect to whom
the Company wishes to avoid the application of Section 162(m) of the Code.

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      (d) Any requirement that an administrator of the Plan be a Disinterested
Director shall not apply if the Board or the Committee expressly declares that
such requirement shall not apply.

4.    SHARES SUBJECT TO THE PLAN.

      (a) Subject to the provisions of Section 13 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Stock Awards shall
not exceed in the aggregate Twenty-Four Million Seven Hundred Fourteen Thousand
Two Hundred Eighty-Six (24,714,286) shares of the Company's common stock. If:
(i) any Stock Award shall for any reason expire or otherwise terminate, in whole
or in part, without having been exercised in full; or (ii) any shares of common
stock issued pursuant to a Stock Award are forfeited back to the Company because
of the failure to meet a contingency or condition required to vest such shares
in the participant, then the shares which either (x) are not acquired under such
Stock Award or (y) are forfeited shall revert to and again become available for
issuance under the Plan. Also any shares reacquired by the Company pursuant to
subsection 12(e) or as consideration for the exercise of an Option shall again
become available for issuance under the Plan, provided, however, that any such
shares and any shares forfeited back to the Company pursuant to clause (ii)
above shall not be subsequently issued pursuant to the exercise of Incentive
Stock Options. Shares subject to Stock Appreciation Rights exercised in
accordance with Section 8 of the Plan shall not be available for subsequent
issuance under the Plan.

      (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

5.    ELIGIBILITY.

      (a) Incentive Stock Options and Stock Appreciation Rights appurtenant
thereto may be granted only to Employees. Stock Awards other than Incentive
Stock Options and Stock Appreciation Rights appurtenant thereto may be granted
only to Employees, Directors or Consultants.

      (b) A Director shall in no event be eligible for the benefits of the Plan
unless at the time discretion is exercised in the selection of the Director as a
person to whom Stock Awards may be granted, or in the determination of the
number of shares which may be covered by Stock Awards granted to the Director:
(i) the Board has delegated its discretionary authority over the Plan to a
Committee which consists solely of Disinterested Directors; or (ii) the Plan
otherwise complies with the requirements of Rule 16b-3. The Board shall
otherwise comply with the requirements of Rule 16b-3. This subsection 5(b) shall
not apply if the Board or Committee expressly declares that it shall not apply.

      (c) No person shall be eligible for the grant of an Option if, at the time
of grant, such person owns (or is deemed to own pursuant to Section 424(d) of
the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any of its Affiliates
unless the exercise price of such Option is at least one hundred ten percent
(110%) of the Fair Market Value of such stock at the date of grant and the
Option is not exercisable after the expiration of five (5) years from the date
of grant.

                                       5
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      (d) Subject to the provisions of Section 13 relating to adjustments upon
changes in stock, no person shall be eligible to be granted Options and Stock
Appreciation Rights covering more than one million nine hundred fifty thousand
(1,950,000) shares of the Company's common stock in any calendar year.

6.    OPTION PROVISIONS.

      Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

      (a)   TERM.  No Option shall be exercisable after the expiration of
ten (10) years from the date it was granted.

      (b) PRICE. The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted. The exercise price of
each Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
of the Fair Market Value of the stock subject to the Option on the date the
Option is granted.

      (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either: (i) in cash at the time the Option is exercised; or (ii) at
the discretion of the Board, at the time of the grant of the Option, (A) by
delivery to the Company of other common stock of the Company, (B) according to a
deferred payment or other arrangement (which may include, without limiting the
generality of the foregoing, the use of other common stock of the Company) with
the person to whom the Option is granted or to whom the Option is transferred
pursuant to subsection 6(d), or (C) in any other form of legal consideration
that may be acceptable to the Board.

      In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the Code,
of any amounts other than amounts stated to be interest under the deferred
payment arrangement.

      (d) TRANSFERABILITY. An Incentive Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionee only by the Optionee. A
Nonstatutory Stock Option shall be transferable to the extent provided in the
Option Agreement. If the Option Agreement does not provide for transferability,
then the Nonstatutory Stock Option shall not be transferable except by will or
by the laws of descent and distribution and shall be exercisable during the
lifetime of the Optionee only by the Optionee. Notwithstanding the foregoing,
the Optionee may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionee, shall thereafter be entitled to exercise the Option.

      (e) VESTING. The total number of shares of stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). The Option


                                       6
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Agreement may provide that from time to time during each of such installment
periods, the Option may become exercisable ("vest") with respect to some or all
of the shares allotted to that period, and may be exercised with respect to some
or all of the shares allotted to such period and/or any prior period as to which
the Option became vested but was not fully exercised. The Option may be subject
to such other terms and conditions on the time or times when it may be exercised
(which may be based on performance or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options may vary.

      (f) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
In the event an Optionee's Continuous Status as an Employee, Director or
Consultant terminates (other than upon the Optionee's death or disability), the
Optionee may exercise his or her Option (to the extent that the Optionee was
entitled to exercise it at the date of termination) but only within such period
of time ending on the earlier of: (i) the date three (3) months after the
termination of the Optionee's Continuous Status as an Employee, Director or
Consultant (or such longer or shorter period specified in the Option Agreement);
or (ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after termination, the Optionee does not exercise his or her
Option within the time specified in the Option Agreement, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

      (g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Status
as an Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination), but only
within such period of time ending on the earlier of: (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement); or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

      (h) DEATH OF OPTIONEE. In the event of the death of an Optionee during, or
within a period specified in the Option after the termination of, the Optionee's
Continuous Status as an Employee, Director or Consultant, the Option may be
exercised (to the extent the Optionee was entitled to exercise the Option at the
date of death) by the Optionee's estate, by a person who acquired the right to
exercise the Option by bequest or inheritance, or by a person designated to
exercise the option upon the Optionee's death pursuant to subsection 6(d), but
only within the period ending on the earlier of: (i) the date eighteen (18)
months following the date of death (or such longer or shorter period specified
in the Option Agreement); or (ii) the expiration of the term of such Option as
set forth in the Option Agreement. If, at the time of death, the Optionee was
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after death, the Option is not exercised within
the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.

                                       7
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      (i) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in favor of the Company or to any
other restriction the Board determines to be appropriate.

      (j) RE-LOAD OPTIONS. Without in any way limiting the authority of the
Board to make or not to make grants of Options hereunder, the Board shall have
the authority (but not an obligation) to include as part of any Option Agreement
a provision entitling the Optionee to a further Option (a "Re-Load Option") in
the event the Optionee exercises the Option evidenced by the Option Agreement,
in whole or in part, by surrendering other shares of common stock in accordance
with this Plan and the terms and conditions of the Option Agreement. Any such
Re-Load Option: (i) shall be for a number of shares equal to the number of
shares surrendered as part or all of the exercise price of such Option; (ii)
shall have an expiration date which is the same as the expiration date of the
Option the exercise of which gave rise to such Re-Load Option; and (iii) shall
have an exercise price which is equal to one hundred percent (100%) of the Fair
Market Value of the common stock subject to the Re-Load Option on the date of
exercise of the original Option or, in the case of a Re-Load Option which is an
Incentive Stock Option and which is granted to a ten percent (10%) stockholder
(as described in subsection 5(c)), shall have an exercise price which is equal
to one hundred ten percent (110%) of the Fair Market Value of the stock subject
to the Re-Load Option on the date of exercise of the original Option.

      Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory
Stock Option, as the Board may designate at the time of the grant of the
original Option; provided, however, that the designation of any Re-Load Option
as an Incentive Stock Option shall be subject to the one hundred thousand dollar
($100,000) annual limitation on exercisability of Incentive Stock Options
described in subsection 12(c) of the Plan and in Section 422(d) of the Code.
There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option
shall be subject to the availability of sufficient shares under subsection 4(a)
and shall be subject to such other terms and conditions as the Board may
determine.

7.    TERMS OF STOCK BONUSES AND ACQUISITIONS OF RESTRICTED STOCK.

      Each stock bonus agreement or restricted stock agreement shall be in such
form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of stock bonus agreements or restricted
stock agreements may change from time to time, and the terms and conditions of
separate agreements need not be identical, but each stock bonus agreement or
restricted stock agreement shall include (through incorporation of provisions
hereof by reference in the agreement or otherwise) the substance of each of the
following provisions as appropriate:

      (a) PURCHASE PRICE. The purchase price, if any, under each stock bonus
agreement or restricted stock agreement shall be such amount as the Board shall
determine and designate in such agreement, but in no event shall the purchase
price be less than eighty-five percent (85%) of the stock's Fair Market Value on
the date such award is made. Notwithstanding the foregoing, the Board may
determine that eligible participants in the Plan may be awarded stock pursuant
to

                                       8
<PAGE>
a stock bonus agreement or restricted stock agreement in consideration for past
services actually rendered to the Company or for its benefit.


      (b) TRANSFERABILITY. Rights to acquire shares under the stock bonus
agreement shall be transferable only upon such terms and conditions as are set
forth in the stock bonus agreement, as the Board shall determine in its
discretion, so long as stock awarded under the stock bonus agreement remains
subject to the terms of the stock bonus agreement. Rights to acquire shares
under the restricted stock agreement shall be transferable only upon such terms
and conditions as are set forth in the restricted stock agreement, as the Board
shall determine in its discretion, so long as stock awarded under the restricted
stock agreement remains subject to the terms of the restricted stock agreement.

      (c) CONSIDERATION. The purchase price, if any, of stock acquired pursuant
to a stock bonus agreement or restricted stock agreement shall be paid either:
(i) in cash at the time of purchase; (ii) at the discretion of the Board,
according to a deferred payment or other arrangement with the person to whom the
stock is sold; or (iii) in any other form of legal consideration, including past
services actually rendered to the Company or for its benefit, that may be
acceptable to the Board in its discretion.

      (d) VESTING. Shares of stock sold or awarded under this Section 7 may, but
need not, be subject to a repurchase option in favor of the Company in
accordance with a vesting schedule to be determined by the Board.

      (e) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
In the event a participant's Continuous Status as an Employee, Director or
Consultant terminates, the Company may repurchase or otherwise reacquire any or
all of the shares of stock held by that person which have not vested as of the
date of termination under the terms of the stock bonus agreement or restricted
stock agreement between the Company and such person.

8.    STOCK APPRECIATION RIGHTS.

      (a) The Board shall have full power and authority, exercisable in its sole
discretion, to grant Stock Appreciation Rights under the Plan to Employees or
Directors of or Consultants to, the Company or its Affiliates. To exercise any
outstanding Stock Appreciation Right, the holder must provide written notice of
exercise to the Company in compliance with the provisions of the Stock Award
Agreement evidencing such right. If a Stock Appreciation Right is granted to an
individual who is at the time subject to Section 16(b) of the Exchange Act (a
"Section 16(b) Insider"), the Stock Award Agreement of grant shall incorporate
all the terms and conditions at the time necessary to assure that the subsequent
exercise of such right shall qualify for the safe-harbor exemption from
short-swing profit liability provided by Rule 16b-3 (or any successor rule or
regulation). Except as provided in subsection 5(d), no limitation shall exist on
the aggregate amount of cash payments the Company may make under the Plan in
connection with the exercise of Stock Appreciation Rights.

      (b) Three types of Stock Appreciation Rights shall be authorized for
issuance under the Plan:

                                       9
<PAGE>
            (1) TANDEM STOCK APPRECIATION RIGHTS. Tandem Stock Appreciation
Rights will be granted appurtenant to an Option, and shall, except as
specifically set forth in this Section 8, be subject to the same terms and
conditions applicable to the particular Option grant to which it pertains.
Tandem Stock Appreciation Rights will require the holder to elect between the
exercise of the underlying Option for shares of stock and the surrender, in
whole or in part, of such Option for an appreciation distribution. The
appreciation distribution payable on the exercised Tandem Right shall be in cash
(or, if so provided, in an equivalent number of shares of stock based on Fair
Market Value on the date of the Option surrender) in an amount up to the excess
of (A) the Fair Market Value (on the date of the Option surrender) of the number
of shares of stock covered by that portion of the surrendered Option in which
the Optionee is vested, over (B) the aggregate exercise price payable for such
vested shares.

            (2) CONCURRENT STOCK APPRECIATION RIGHTS. Concurrent Rights will be
granted appurtenant to an Option and may apply to all or any portion of the
shares of stock subject to the underlying Option and shall, except as
specifically set forth in this Section 8, be subject to the same terms and
conditions applicable to the particular Option grant to which it pertains. A
Concurrent Right shall be exercised automatically at the same time the
underlying Option is exercised with respect to the particular shares of stock to
which the Concurrent Right pertains. The appreciation distribution payable on an
exercised Concurrent Right shall be in cash (or, if so provided, in an
equivalent number of shares of stock based on Fair Market Value on the date of
the exercise of the Concurrent Right) in an amount equal to such portion as
shall be determined by the Board at the time of the grant of the excess of (A)
the aggregate Fair Market Value (on the date of the exercise of the Concurrent
Right) of the vested shares of stock purchased under the underlying Option which
have Concurrent Rights appurtenant to them, over (B) the aggregate exercise
price paid for such shares.

            (3) INDEPENDENT STOCK APPRECIATION RIGHTS. Independent Rights will
be granted independently of any Option and shall, except as specifically set
forth in this Section 8, be subject to the same terms and conditions applicable
to Nonstatutory Stock Options as set forth in Section 6. They shall be
denominated in share equivalents. The appreciation distribution payable on the
exercised Independent Right shall not be greater than an amount equal to the
excess of (A) the aggregate Fair Market Value (on the date of the exercise of
the Independent Right) of a number of shares of Company stock equal to the
number of share equivalents in which the holder is vested under such Independent
Right, and with respect to which the holder is exercising the Independent Right
on such date, over (B) the aggregate Fair Market Value (on the date of the grant
of the Independent Right) of such number of shares of Company stock. The
appreciation distribution payable on the exercised Independent Right shall be in
cash or, if so provided, in an equivalent number of shares of stock based on
Fair Market Value on the date of the exercise of the Independent Right.

9.    CANCELLATION AND RE-GRANT OF OPTIONS.

      (a) The Board shall have the authority to effect, at any time and from
time to time: (i) the repricing of any outstanding Options and/or any Stock
Appreciation Rights under the Plan; and/or (ii) with the consent of the affected
holders of Options and/or Stock Appreciation Rights, the cancellation of any
outstanding Options and/or any Stock Appreciation Rights under the Plan and the
grant in substitution therefor of new Options and/or Stock Appreciation Rights


                                       10
<PAGE>
under the Plan covering the same or different numbers of shares of stock, but
having an exercise price per share not less than eighty-five percent (85%) of
the Fair Market Value (one hundred percent (100%) of the Fair Market Value in
the case of an Incentive Stock Option or, in the case of a ten percent (10%)
stockholder (as described in subsection 5(c)), not less than one hundred ten
percent (110%) of the Fair Market Value) per share of stock on the new grant
date.

      (b) Shares subject to an Option or Stock Appreciation Right canceled under
this Section 9 shall continue to be counted against the maximum award of Options
and Stock Appreciation Rights permitted to be granted pursuant to subsection
5(d) of the Plan. The repricing of an Option and/or Stock Appreciation Right
under this Section 9, resulting in a reduction of the exercise price, shall be
deemed to be a cancellation of the original Option and/or Stock Appreciation
Right and the grant of a substitute Option and/or Stock Appreciation Right; in
the event of such repricing, both the original and the substituted Options and
Stock Appreciation Rights shall be counted against the maximum awards of Options
and Stock Appreciation Rights permitted to be granted pursuant to subsection
5(d) of the Plan. The provisions of this subsection 9(b) shall be applicable
only to the extent required by Section 162(m) of the Code.

10.   COVENANTS OF THE COMPANY.

      (a) During the terms of the Stock Awards, the Company shall keep available
at all times the number of shares of stock required to satisfy such Stock
Awards.

      (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Stock Award; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act either the Plan, any Stock Award or any stock issued or
issuable pursuant to any such Stock Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful issuance
and sale of stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon exercise of such Stock Awards
unless and until such authority is obtained.

11.   USE OF PROCEEDS FROM STOCK.

      Proceeds from the sale of stock pursuant to Stock Awards shall constitute
general funds of the Company.

12.   MISCELLANEOUS.

      (a) Neither an Employee, Director or Consultant nor any person to whom a
Stock Award is transferred under subsection 6(d), 7(b) or 8(b) shall be deemed
to be the holder of, or to have any of the rights of a holder with respect to,
any shares subject to such Stock Award unless and until such person has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.



                                       11
<PAGE>
      (b) Nothing in the Plan or any instrument executed or Stock Award granted
pursuant thereto shall confer upon any Employee, Director, Consultant or other
holder of Stock Awards any right to continue in the employ of the Company or any
Affiliate (or to continue acting as a Director or Consultant) or shall affect
the right of the Company or any Affiliate to terminate the employment or
relationship as a Director or Consultant of any Employee, Director, Consultant
or other holder of Stock Awards with or without cause.

      (c) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options granted
after 1986 are exercisable for the first time by any Optionee during any
calendar year under all plans of the Company and its Affiliates exceeds one
hundred thousand dollars ($100,000), the Options or portions thereof which
exceed such limit (according to the order in which they were granted) shall be
treated as Nonstatutory Stock Options.

      (d) The Company may require any person to whom a Stock Award is granted,
or any person to whom a Stock Award is transferred pursuant to subsection 6(d),
7(b) or 8(b), as a condition of exercising or acquiring stock under any Stock
Award, (1) to give written assurances satisfactory to the Company as to such
person's knowledge and experience in financial and business matters and/or to
employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (2) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if: (i) the issuance of the shares upon the
exercise or acquisition of stock under the Stock Award has been registered under
a then currently effective registration statement under the Securities Act; or
(ii) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.

      (e) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) tendering a cash payment; (2) authorizing the Company to withhold
shares from the shares of the common stock otherwise issuable to the participant
as a result of the exercise or acquisition of stock under the Stock Award; or
(3) delivering to the Company owned and unencumbered shares of the common stock
of the Company.

13.   ADJUSTMENTS UPON CHANGES IN STOCK.

      (a) If any change is made in the stock subject to the Plan, or subject to
any Stock Award (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend

                                       12
<PAGE>
in property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise), the
Plan will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan pursuant to subsection 4(a) and the maximum number of
shares subject to award to any person during any calendar year pursuant to
subsection 5(d), and the outstanding Stock Awards will be appropriately adjusted
in the class(es) and number of shares and price per share of stock subject to
such outstanding Stock Awards.

      (b) In the event of: (1) a dissolution, liquidation or sale of
substantially all of the assets of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; or (3) a reverse merger in
which the Company is the surviving corporation but the shares of the Company's
common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then to the extent permitted by applicable law: (i) any
surviving corporation shall assume any Stock Awards outstanding under the Plan
or shall substitute similar Stock Awards for those outstanding under the Plan;
or (ii) such Stock Awards shall continue in full force and effect. In the event
any surviving corporation refuses to assume or continue such Stock Awards, or to
substitute similar options for those outstanding under the Plan, then, with
respect to Stock Awards held by persons then performing services as Employees,
Directors or Consultants, the time during which such Stock Awards may be
exercised shall be accelerated and the Stock Awards terminated if not exercised
prior to such event.

      (c) Notwithstanding any other provision of this Plan, with respect to any
Covered Service Provider, if such Covered Service Provider's continuous service
with the Company or an Affiliated Entity is terminated by a Covered Termination
within eighteen (18) months of the date of the Change in Control, then any Stock
Awards held by such Covered Service Provider shall immediately become fully
vested and exercisable, and any repurchase right by the Company or any
Affiliated Entity with respect to any shares of stock covered by such Stock
Awards shall immediately lapse.

            For purposes of this subsection 13(c), "Affiliated Entity" means any
parent corporation or subsidiary corporation of the Company, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f)
respectively, of the Code.

            For purposes of this subsection 13(c), "Change in Control" means:
(i) a dissolution or liquidation of the Company; (ii) a sale of all or
substantially all of the assets of the Company; (iii) a merger or consolidation
in which the Company is not the surviving corporation and in which beneficial
ownership of securities of the Company representing at least fifty percent (50%)
of the combined voting power entitled to vote in the election of directors has
changed; (iv) a reverse merger in which the Company is the surviving corporation
but the shares of common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, and in which beneficial ownership of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors has changed; (v) an
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or subsidiary of the Company or other entity controlled by the Company)
of the beneficial ownership (within the meaning of Rule 13d-3


                                       13
<PAGE>
promulgated under the Exchange Act, or comparable successor rule) of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors, or; (vi) in the event that
the individuals who, as of the date of the adoption of this provision, are
members of the Company's Board of Directors (the "Incumbent Board"), cease for
any reason to constitute at least fifty percent (50%) of the Board of Directors.
(If the election, or nomination for election by the Company's stockholders, of
any new director is approved by a vote of at least fifty percent (50%) of the
Incumbent Board, such new director shall be considered as a member of the
Incumbent Board.)

            For purposes of this subsection 13(c), "Covered Service Provider"
means all employees of the Company or an Affiliated Entity, members of the board
of directors of the Company or an Affiliated Entity, and selected consultants
providing significant services to the Company or an Affiliated Entity as of the
occurrence of a transaction or event constituting a Change in Control.

            For purposes of this subsection 13(c), "Covered Termination" means
either an involuntary termination without "Cause" or a "Constructive
Termination."

            For purposes of this subsection 13(c), "Cause" means the occurrence
of any of the following (and only the following): (i) conviction of the Covered
Service Provider of any felony involving fraud or act of dishonesty against the
Company or any Affiliated Entity; (ii) conduct by the Covered Service Provider
which, based upon good faith and reasonable factual investigation and
determination of the Company (or, if the Covered Service Provider is a named
executive officer as defined in Item 402(a)(3) of Regulation S-K promulgated by
the Securities and Exchange Commission, of the Board), demonstrates gross
unfitness to serve; or (iii) intentional, material violation by the Covered
Service Provider to the Company or any Affiliated Entity, provided that in the
event that any of the foregoing events is capable of being cured, the Company
shall provide written notice to the Covered Service Provider describing the
nature of such event and the Covered Service Provider shall thereafter have
thirty (30) days to cure such event. In addition, if the Covered Service
Provider is not a corporate officer (i.e., an Employee not holding the title of
Vice President or higher) of the Company, "Cause" shall also include poor
performance of the Covered Service Provider's services for the Company or any
Affiliated Entity as determined by the Company following (A) written notice to
the Covered Service Provider describing the nature of such deficiency and (B)
the Covered Service Provider's failure to cure such deficiency within thirty
(30) days following receipt of such written notice.

            For purposes of this subsection 13(c), "Constructive Termination"
means that a Covered Service Provider who is a corporate officer of the Company
(i.e., an Employee holding the title of Vice President or higher) voluntarily
terminates his or her service after any of the following are undertaken without
the Covered Service Provider's express written consent: (i) the assignment to
the Covered Service Provider of any duties or responsibilities which result in
any diminution or adverse change of the Covered Service Provider's position,
responsibility, authority, status, circumstances or scope of service as in
effect immediately prior to a Change in Control of the Company, or a change in
the Covered Service Provider's titles or offices as in effect immediately prior
to a Change in Control of the Company, or any removal of the Covered Service
Provider from or any failure to re-elect the Covered Service Provider to any of
such positions, except in connection with the termination of the Covered Service
Provider's service on


                                       14
<PAGE>
account of death, disability, retirement, for Cause, or any voluntary
termination of service by the Covered Service Provider other than Constructive
Termination; (ii) a reduction by the Company in the Covered Service Provider's
annual base compensation; (iii) any failure by the Company to continue in effect
any benefit plan or arrangement, including incentive plans or plans to receive
securities of the Company, in which the Covered Service Provider is
participating at the time of a Change in Control of the Company (hereinafter
referred to as "Benefit Plans"), or the taking of any action by the Company
which would adversely affect the Covered Service Provider's participation in or
reduce the Covered Service Provider's benefits under any Benefit Plans or
deprive the Covered Service Provider of any fringe benefit enjoyed by the
Covered Service Provider at the time of a Change in Control of the Company,
provided, however, that the Covered Service Provider may not incur a
Constructive Termination following a Change in Control of the Company if the
Company offers a range of benefit plans and programs which, taken as a whole,
are comparable to the Benefit Plans; (iv) a relocation of the Covered Service
Provider or the Company's offices to a location more than twenty-five (25) miles
from the location at which the Covered Service Provider performed his or her
duties prior to a Change in Control of the Company, except for required travel
by the Covered Service Provider on the Company's or any Affiliated Entity's
business to an extent substantially consistent with the Covered Service
Provider's business travel obligations at the time of a Change in Control of the
Company; (v) any breach by the Company of any provision of a Stock Award
Agreement; or, (vi) any failure by the Company to obtain the assumption of a
Stock Award Agreement by any successor or assign of the Company.

14.   AMENDMENT OF THE PLAN AND STOCK AWARDS.

      (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 13 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

            (1)   Increase the number of shares reserved for Stock Awards
under the Plan;

            (2) Modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to satisfy the requirements of Section 422 of the Code); or

            (3) Modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to satisfy the requirements of
Section 422 of the Code or to comply with the requirements of Rule 16b-3.

      (b) The Board may in its sole discretion submit any other amendment to the
Plan for stockholder approval, including, but not limited to, amendments to the
Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations promulgated thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
certain executive officers.

      (c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible Employees,
Directors or Consultants


                                       15
<PAGE>
with the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to Incentive Stock
Options and/or to bring the Plan and/or Incentive Stock Options granted under it
into compliance therewith.

      (d) Rights and obligations under any Stock Award granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless: (i) the
Company requests the consent of the person to whom the Stock Award was granted;
and (ii) such person consents in writing.

      (e) The Board at any time, and from time to time, may amend the terms of
any Stock Award; provided, however, that the rights and obligations under any
Stock Award shall not be impaired by any such amendment unless: (i) the Company
requests the consent of the person to whom the Stock Award was granted; and (ii)
such person consents in writing.

      (f) The Board may amend the terms of any Stock Award (including without
limitation by amending the Company's Change in Control and Severance Benefit
Plan) without approval by the stockholders of the Company: (i) to extend the
period for exercise of an Option pursuant to subsection 6(f), 6(g) or 6(h),
provided that in no case shall such period extend beyond the term of the Option
as set forth in the Option Agreement; or (ii) to accelerate the time at which a
Stock Award may first be exercised or the time during which a Stock Award or any
part thereof will vest pursuant to subsection 6(e), 7(d) or 8(b) or Section 13.

15.   TERMINATION OR SUSPENSION OF THE PLAN.

      (a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on March 28, 2005. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

      (b) Rights and obligations under any Stock Award granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the consent of the person to whom the Stock Award was granted.

16.   EFFECTIVE DATE OF PLAN.

      The Plan shall become effective as determined by the Board, but no Stock
Awards granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.



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</TEXT>
</DOCUMENT>
