SYBASE INC
EXHIBIT 10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>10
<FILENAME>f79747ex10-31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.31

                                    EXHIBIT A

                             FINANCIAL FUSION, INC.
                             2001 STOCK OPTION PLAN

        1.      Purposes of the Plan. The purposes of this Plan are:

                -       to attract and retain the best available personnel for
                        positions of substantial responsibility,

                -       to provide additional incentive to Employees and
                        Consultants, and

                -       to promote the success of the Company's business.

               Options granted under the Plan will be Incentive Stock Options
and Nonstatutory Stock Options, as determined by the Administrator at the time
of grant. Stock Purchase Rights may also be granted under the Plan.

        2.      Definitions. As used herein, the following definitions shall
                apply:

               (a) "Administrator" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Section 4 of the Plan.

               (b) "Applicable Laws" means the requirements relating to the
administration of stock option and restricted stock plans under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or quoted, and
the applicable laws of any foreign jurisdiction where Options or Stock Purchase
Rights are, or will be, granted under the Plan.

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

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

               (e) "Committee" means a Committee appointed by the Board in
accordance with Section 4 of the Plan.

               (f) "Common Stock" means the Common Stock of the Company.

               (g) "Company" means Financial Fusion, Inc.

               (h) "Consultant" means any person, including an advisor or
Director, engaged by the Company, its Parent or a Subsidiary of the Company to
render services to such entity.


                                      -1-


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               (i) "Continuous Status as an Employee or Consultant" means that
the employment or consulting relationship with the Company, its Parent or a
Subsidiary of the Company, is not interrupted or terminated. Continuous Status
as an Employee or Consultant shall not be considered interrupted in the case of
(i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company and a Subsidiary of the Company,
or any successor. However, Continuous Status as an Employee or Consultant shall
be considered terminated in the event an Employee or Consultant's employment or
consulting relationship transfers from the Company (or a subsidiary) to the
Company's Parent. A leave of absence approved by the Company shall include sick
leave, military leave, or any other personal leave approved by an authorized
representative of the Company. For purposes of Incentive Stock Options, no such
leave may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, on the one
hundred eighty-first (181st) day of such leave any Incentive Stock Option held
by the Optionee shall cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Nonstatutory Stock Option.

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

               (k) "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code.

               (1) "Employee" means any person (including officers and
Directors) who, on the date he or she is granted an Option or Stock Purchase
Right under this Plan is employed by the Company, its Parent or a Subsidiary of
the Company.

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

               (n) "Exercise Price" means the price paid for Shares issued upon
exercise of an Option or Right.

               (o) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                      (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, 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 on
the date of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

                      (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the date of determination; or


                                      -2-


<PAGE>
                      (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

               (p) "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.

               (q) "Misconduct" means the Optionee is terminated for cause, as
defined in the Company's Human Resources Policies and Procedures Manual, as the
same may be amended from time to time.

               (r) "Nonstatutory Stock Option" means an Option not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

               (s) "Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Option or Right grant.
The Notice of Grant is part of the Option Agreement.

               (t) "Option" means a stock option granted pursuant to the Plan.

               (u) "Option Agreement" means an agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.

               (v) "Optionee" means an Employee or Consultant who is granted an
Option under the Plan.

               (w) "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

               (x) "Plan" means this 2001 Financial Fusion, Inc. Stock Option
Plan.

               (y) "Purchaser" means a person who exercises a Stock Purchase
Right.

               (z) "Restricted Stock" means Common Stock acquired pursuant to a
Restricted Stock Purchase Agreement, as provided in Section 11 below.

               (aa) "Restricted Stock Purchase Agreement" means a written
agreement between the Company and the Optionee setting forth the terms and
restrictions applying to Restricted Stock purchased pursuant to a Stock Purchase
Right. The Restricted Stock Purchase Agreement is subject to the terms and
conditions of the Plan and the relevant Notice of Grant.

               (bb) "Right" means a Stock Purchase Right.


                                      -3-


<PAGE>
               (cc) "Share" means a share of Common Stock, as adjusted in
accordance with Section 14 of the Plan.

               (dd) "Stock Purchase Right" means the right to purchase
Restricted Stock pursuant to Section 11 of the Plan.

               (ee) "Subsidiary" means a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Code.

        3. Shares Subject to the Plan. Subject to the provisions of Section 13
of the Plan, the maximum aggregate number of Shares that may be optioned and
sold under the Plan is 2,000,000. The Shares may be authorized and unissued, or
reacquired Common Stock. If an Option expires or becomes unexercisable without
having been exercised in full, the unpurchased Shares that were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated). If Restricted Stock is repurchased by the Company at the
original purchase price, and the original purchaser of such Restricted Stock did
not receive any benefits of ownership of such Shares, such Shares shall become
available for future grant under the Plan. For purposes of the proceeding
sentence, voting rights shall not be considered a benefit of Share ownership.

        4. Administration of the Plan.

               (a) Administration. The Plan shall be administered by (A) the
Board, or (B) a Committee constituted in accordance with the Company's bylaws
and Applicable Laws.

               (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

                      (i) to determine the Fair Market Value of the Common
Stock;

                      (ii) to select the Consultants and Employees to whom
Options and Rights may be granted hereunder;

                      (iii) to determine whether and to what extent Options and
Rights are granted hereunder;

                      (iv) to determine the number of Shares to be covered by
each Option and Right granted hereunder;

                      (v) to approve forms of agreement for use under the Plan;

                      (vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder. Such
terms and conditions include, but are not


                                      -4-


<PAGE>
limited to, the Exercise Price, the time or conditions upon Options or Rights
may be exercised (including, but not exclusively, the achievement of
performance-based criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or Right or
the Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

                      (vii) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;

                      (viii) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                      (ix) to modify or amend each Option or Right (subject to
Section 16(b) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options;

                      (x) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or Right
previously granted by the Administrator;

                      (xi) to determine the terms and restrictions applicable to
Options and Rights and any Restricted Stock;

                      (xii) to determine whether and under what circumstances an
Option may be settled in cash under Section 10(e) instead of Common Stock;

                      (xiii) to determine whether, to what extent and under what
circumstances Shares issued pursuant to the exercise of Options or Rights under
this Plan shall be deferred either automatically or at the election of the
participant (including providing for and determining the amount (if any) of any
deemed earnings on any deferred amount during any deferral period); and

                      (xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.

               (b) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options or Rights.

        5. Eligibility. Nonstatutory Stock Options and Rights may be granted to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. If otherwise eligible, an Employee or Consultant who has been granted
an Option or Right may be granted additional Options or Rights.


                                      -5-


<PAGE>
        6. Limitations.

               (a) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

               (b) Neither the Plan nor any Option shall confer upon an Optionee
any right with respect to continuing the Optionee's employment or consulting
relationship with the Company, nor shall they interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time, with or without cause.

        7. Term of Plan. Subject to Section 20 of the Plan, the Plan shall
become effective upon the earlier to occur of its adoption by the Board or its
approval by the stockholders of the Company as described in Section 20 of the
Plan. It shall continue in effect for a term of ten (10) years unless terminated
earlier under Section 16 of the Plan.

        8. Term of Option. The term of each Option shall be stated in the Notice
of Grant, and shall be ten (10) years from the date of grant or such shorter
term as may be provided in the Notice of Grant.

        9. Option Exercise Price and Consideration.

               (a) The Exercise Price shall be such price as is determined by
the Administrator, but shall be subject to the following:

                      (i) In the case of an Incentive Stock Option

                             a) granted to an Employee who, at the time of grant
of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.

                             b) granted to any other Employee, the Exercise
Price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

                      (ii) In the case of a Nonstatutory Stock Option

                             a) granted to an Employee or Consultant who, at the
time of grant of such Option, owns stock representing more than ten percent
(10%) of the voting power


                                      -6-


<PAGE>
of all classes of stock of the Company or any Parent or Subsidiary, the Exercise
Price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.

                             b) granted to any other Employee or Consultant, the
Exercise Price shall be no less than 85% of the Fair Market Value per Share on
the date of grant; provided, however, that for any calendar year, the aggregate
number of Shares subject to Nonstatutory Stock Options granted during such
calendar year with an Exercise Price less than the Fair Market Value per Share
on the date of grant shall not exceed five percent (5%) of the number of Shares
subject to Options granted in the preceding calendar year.

               (b) Waiting Period and Exercise Dates. Subject to the provisions
of Section 10(a), at the time an Option is granted, the Administrator shall fix
the period within which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be exercised. In so
doing, the Administrator may specify that an Option may not be exercised until
the completion of a service period or the attainment of certain performance
goals determined by the Administrator, again subject to the provisions of
Section 10(a).

               (c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

                      (i) cash;

                      (ii) check;

                      (iii) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (B) have a Fair Market Value
on the date of surrender equal to at least the aggregate Exercise Price of the
Shares;

                      (iv) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the Exercise Price;

                      (v) a reduction in the amount of any Company liability to
the Optionee, including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation program or
arrangement;

                      (vi) any combination of the foregoing methods of payment;
or

                      (vii) such other consideration and method of payment for
the issuance of Shares to the extent permitted by Applicable Laws.


                                      -7-


<PAGE>
        10. Exercise of Option.

               (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Except in the case of Options granted to
officers, Directors and Consultants, Options shall become exercisable at the
rate of no less than 20% per year over five (5) years from the date Options are
granted. Unless the Administrator provides otherwise, vesting of Options granted
hereunder to officers and Directors shall be tolled during any unpaid leave of
absence.

               An Option may not be exercised for a fraction of a Share.

               An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment of the Exercise Price for the underlying Shares. Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the stock certificate evidencing such Shares is issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or to
exercise any other rights as a shareholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right declared
prior to the date the Shares are issued, except as provided in Section 14 of the
Plan.

               Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

               (b) Termination of Employment or Consulting Relationship. Upon
termination of an Optionee's Continuous Status as an Employee or Consultant,
other than as provided for in Sections 10(c) and 10(d), the Optionee may
exercise his or her Option, but only within such period of time as is specified
in the Notice of Grant, and only to the extent that the Optionee was entitled to
exercise it at the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant). In
the absence of a specified time in the Notice of Grant, the Option shall remain
exercisable for three (3) months following the Optionee's termination. If, on
the date of termination, the Optionee is not entitled to exercise the Optionee's
entire Option, the Shares covered by the unexercisable portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not exercise
his or her Option within the time specified by the Administrator, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

                      (i) Notwithstanding the above, in the event an Optionee's
Continuous Status as an Employee or Consultant terminates due to an act of
Misconduct by the Optionee, all


                                      -8-


<PAGE>
unexercised Options held by such Optionee shall expire five (5) business days
following written notice from the Company to the Optionee.

                      (ii) Notwithstanding the above, in the event of an
Optionee's change in status from Consultant to Employee or Employee to
Consultant, an Optionee's Continuous Status as an Employee or Consultant shall
not automatically terminate solely as a result of such change in status.
However, in the event of an Optionee's change of status from Employee to
Consultant, an Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option three (3) months and one (1) day following such change
of status.

               (c) Disability of Optionee. In the event that an Optionee's
Continuous Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Optionee may exercise his or her Option at any time
within twelve (12) months from the date of such termination, but only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant). 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 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 the Plan.

               (d) Death of Optionee. In the event of the death of an Optionee,
the Option may be exercised at any time within twenty-four (24) months following
the date of death (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent that the Optionee was entitled to exercise the Option at
the date of death. 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 immediately revert to the Plan. If, after death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

               (e) Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

        11. Stock Purchase Rights.

               (a) Rights to Purchase Restricted Stock. Stock Purchase Rights
under the Plan may be issued either alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan.
After the Administrator determines that it will offer Stock Purchase Rights
under the Plan, it shall advise the offeree in writing or electronically, by
means of a Notice of Grant, of the terms, conditions and restrictions related to
the offer,


                                      -9-


<PAGE>
including (i) the number of Shares of Restricted Stock that the offeree shall be
entitled to purchase, (ii) the price to be paid, (iii) the rate at which
Restricted Stock will vest, and (iv) the time within which the offeree must
accept such offer, which shall in no event exceed six (6) months from the date
of such Stock Purchase Rights are granted. The offer shall be accepted by
execution of a Restricted Stock Purchase Agreement in the form determined by the
Administrator. The Administrator may grant a Stock Purchase Right at a price
equal to or in excess of the par value of the Shares; provided, that for any
calendar year, the aggregate number of Shares subject to grants of Stock
Purchase Rights granted during such calendar year with an Exercise Price less
than the Fair Market Value per Share on the date of grant shall not exceed ten
percent (10%) of the number of Shares subject to Options granted under the Plan
in the preceding calendar year.

               (b) Company Repurchase Option. If a Purchaser's employment is
terminated for any reason (including the death or Disability), the Restricted
Stock Purchase Agreement may grant the Company the right to repurchase
Restricted Stock issued to Purchaser (whether or not vested) on terms and
conditions established by the Administrator it its sole discretion. The purchase
price for such Shares shall be the original price paid by the Purchaser, and may
be paid by cancellation of any indebtedness owing to the Company by Purchaser,
or any other means approved by the Administrator. The Company's repurchase
option shall lapse at a rate determined by the Administrator.

               (c) Other Provisions. The Restricted Stock Purchase Agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of each Restricted Stock Purchase Agreement need not be
the same with respect to each purchaser.

               (d) Rights as a Shareholder. Once a Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for dividends or other rights which are declared prior to the date
a Stock Purchase Right is exercised, except as provided in Section 14 of the
Plan.

        12. Withholding Taxes. In accordance with any applicable administrative
guidelines it establishes, the Administrator may allow a purchaser to pay the
minimum amount of taxes required by law to be withheld (but no greater amount)
as a result of a purchase of Shares or a lapse of restrictions in connection
with Shares purchased pursuant to an Option or Right, by withholding from any
payment of Common Stock due as a result of such purchase or lapse of
restrictions, or by permitting the purchaser to deliver to the Company, Shares
having a Fair Market Value, as determined by the Administrator, equal to the
amount of such required withholding taxes.

        13. Non-Transferability of Options and Rights. Unless otherwise
specified by the Administrator in the Notice of Grant, no Option or Right may be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the


                                      -10-


<PAGE>
Optionee. If the Administrator makes an Option or Right transferable, such
Option or Right shall contain such additional terms and conditions as the
Administrator deems appropriate.

        14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

               (a) Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Right, and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to which no
Options or Rights have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or Right, as well as the price per
share of Common Stock covered by each such outstanding Option or Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration. Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Option or Right.

               (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee or holder of a Stock Purchase Right as soon as practicable prior to the
effective date of such proposed transaction. The Administrator in its discretion
may provide for such individuals to have the right to exercise his or her
Options or Rights until ten (10) days prior to such transaction as to all of the
Shares covered thereby, including Shares as to which the Option or Right would
not otherwise be exercisable. In addition, the Administrator may provide that
any Company repurchase rights applicable to any Shares purchased upon exercise
of an Option or Right shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent not been previously exercised, an Option or Right
will terminate immediately prior to the consummation of such proposed action.

               (c) Merger or Asset Sale. In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option or Right shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation (the "Successor Corporation"), unless
the Successor Corporation refuses to assume or substitute for the Option or
Right, in which case the Optionee shall have the right to exercise the Option or
Right as to all of the Shares subject thereto, including Shares as to which it
would not otherwise be exercisable. If an Option or Right is exercisable in lieu
of assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee in writing or electronically that the
Option or Right shall be fully exercisable for a period of not less than fifteen
(15) days from the


                                      -11-


<PAGE>
date of such notice, and the Option or Right shall terminate upon the expiration
of such period. For the purposes of this paragraph, the Option or Right shall be
considered assumed if, following the merger or sale of assets, the Option or
Right confers the right to purchase or receive, for each Share subject to the
Option or Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the Successor
Corporation, the Administrator may, with the consent of the Successor
Corporation, provide for the consideration to be received upon the exercise of
the Option or Right, for each Share subject to the Option or Right, to be solely
common stock of the Successor Corporation equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or sale of
assets.

        15. Date of Grant. The date of grant of an Option or Right shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Option or Right, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each recipient
of an Option or Right within a reasonable time after the date of such grant.

        16. Amendment and Termination of the Plan.

               (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

               (b) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee or
holder of a Stock Purchase Right, unless mutually agreed otherwise between such
person and the Administrator, which agreement must be in writing and signed by
such person and on behalf of the Company. Termination of the Plan shall not
affect the Administrator's ability to exercise the powers granted to it
hereunder with respect to options and rights granted under the Plan prior to the
date of such termination.

        17. Conditions Upon Issuance of Shares.

               (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option or Right unless the exercise of such Option or Right and
the issuance and delivery of the underlying Shares shall comply with Applicable
Laws, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

               (b) Investment Representations. As a condition to the exercise of
an Option or Right, the Company may require the person exercising such Option or
Right to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment


                                      -12-


<PAGE>
and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.

        18. Liability of Company.

               (a) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

               (b) If the Shares covered by an Option or Right exceeds, as of
the date of grant, the number of Shares which may be issued under the Plan
without additional shareholder approval, such Option or Right shall be void with
respect to such excess Shares, unless shareholder approval of an amendment
sufficiently increasing the number of Shares subject to the Plan is timely
obtained in accordance with Section 20 of the Plan.

        19. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

        20. Shareholder Approval. Continuation of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under Applicable Laws.

        21. Information to Optionees and Purchasers. The Company shall provide
to each Optionee and Purchaser who acquires Shares pursuant to the Plan, not
less frequently than annually during the period Options, Stock Purchase Rights
or Restricted Stock held by such individuals, copies of annual financial
statements. The Company shall not be required to provide such statements to key
employees whose job duties assure their access to equivalent information.


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</TEXT>
</DOCUMENT>
