BRIGHT HORIZONS FAMILY SOLUTIONS INC
STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g69363ex10-1.txt
<DESCRIPTION>STOCK INCENTIVE PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1

                               SECOND AMENDMENT TO

                     BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
                            1998 STOCK INCENTIVE PLAN

         This Second Amendment (this "Amendment") to the 1998 Stock Incentive
Plan (the "Plan") is hereby established by Bright Horizons Family Solutions,
Inc., a Delaware corporation (the "Company"), and adopted by its Board of
Directors as of the 16th day of April, 2001 (the "Effective Date").

                                    RECITALS

         A. The Board of Directors of the Company (the "Board") previously
approved, and the shareholders of the Company previously approved and adopted,
the Plan and a First Amendment to the Plan.

         B. The Board has deemed that it is in the best interests of the Company
to further amend the Plan.

                                    AMENDMENT

         A. Paragraph (a) of Section 9 of the Company's 1998 Stock Incentive
Plan is hereby deleted and replaced with the following:

        (a) Impact of Event.  In the event of:

                  (1) a "Change in Control" as defined in Section 9(b); or

                  (2) a "Potential Change in Control" as defined in Section
                      9(c), but only if and to the extent so determined by
                      the Committee or the Board at or after grant (subject
                      to any right of approval expressly reserved by the
                      Committee or the Board at the time of such determination),

                  (i) Subject to the limitations set forth below in this Section
                      9(a), the following acceleration provisions shall apply
                      to Stock Options, Restricted Stock, Outside Director
                      Options, and Other Stock-Based Awards granted on or prior
                      to April 16, 2001:

                           (a) Any Stock Option or Outside Director Option
                               awarded under the Plan not previously
                               exercisable and vested shall become fully
                               exercisable and vested.

                           (b) The restrictions applicable to any Restricted
                               Stock and Other Stock-Based Awards, in each case
                               to the extent not already vested under the Plan,
                               shall lapse and such shares and awards shall be
                               deemed fully vested.

                   (ii) The acceleration provisions set forth in Section 9(a)(i)
                        above shall not apply, unless otherwise determined by
                        the Board or the Committee, to Stock Options,
                        Restricted Stock, Outside Director Options, or Other
                        Stock-Based Awards granted after April 16, 2001.




<PAGE>   2

                  (iii) Subject to the limitations set forth below in this
                        Section 9(a), the value of all outstanding Stock
                        Options, Restricted Stock, Outside Director
                        Options and Other Stock-Based Awards, in each case
                        to the extent vested, shall, unless otherwise
                        determined by the Board or by the Committee in its
                        sole discretion prior to any Change in Control,
                        be cashed out on the basis of the "Change in
                        Control Price" as defined in Section 9(d) as of
                        the date such Change in Control or such Potential
                        Change in Control is determined to have occurred
                        or such other date as the Board or Committee may
                        determine prior to the Change in Control.

                  (iv) The Board or the Committee may impose additional
                       conditions on the acceleration or valuation of
                       any award in the award agreement.


Date approved by the Board: April 16, 2001





</TEXT>
</DOCUMENT>
