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                                                                   EXHIBIT 10.11

                               ORACLE CORPORATION
                      1991 LONG-TERM EQUITY INCENTIVE PLAN
                                   As Amended

1.  PURPOSE. This 1991 Long-Term Equity Incentive Plan ("Plan") is established
as a compensatory plan to enable Oracle Corporation (the "Company") to provide
an incentive to eligible employees, officers, independent consultants, directors
who are also employees or consultants, and advisers whose present and potential
contributions are important to the continued success of the Company, to afford
such persons an opportunity to acquire a proprietary interest in the Company,
and to enable the Company to continue to enlist and retain in its employ the
best available talent for the successful conduct of its business. It is intended
that this purpose will be effected through the granting of (a) stock options,
(b) stock purchase rights, (c) stock appreciation rights, and (d) long-term
performance awards.

2.  DEFINITIONS. As used herein, the following definitions shall apply:
    (a) "Affiliate" means any corporation that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

    (b) "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or consolidated
stock price reporting system on which prices for the Common Stock are quoted at
any given time, and the applicable laws of any other country or jurisdiction
where Options are 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 the Committee or Committees referred to in Section 5
of the Plan. If at any time no Committee shall be in office, then the functions
of the Committee specified in the Plan shall be exercised by the Board.

    (f) "Common Stock" means the Common Stock, $.01 par value per share, of the
Company.

    (g) "Company" means Oracle Corporation, a corporation organized under the
laws of the state of Delaware, or any successor corporation.

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

    (h) "Disability" means a disability, whether temporary or permanent, partial
or total, within the meaning of Section 22(e)(3) of the Code, as determined by
the Committee.

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

        (i)    the last reported sale price of the Common Stock of the Company
    on the Nasdaq National Market or, if no such reported sale takes place on
    any such day, the average of the closing bid and asked prices, or

        (ii)   if such Common Stock shall then be listed on a national
    securities exchange, the last reported sale price or, if no such reported
    sale takes place on any such day, the average of the closing bid and asked
    prices on the principal national securities exchange on which the Common
    Stock is listed or admitted to trading, or

        (iii)  if such Common Stock shall not be quoted on such National Market
    nor listed or admitted to trading on a national securities exchange, then
    the average of the closing bid and asked prices, as reported by The Wall
    Street Journal for the over-the-counter market, or

        (iv)   if none of the foregoing is applicable, then the Fair Market
    Value of a share of Common Stock shall be determined in good faith by the
    Board of Directors of the Company in its discretion.

    (k) "Insider" means an executive officer or director of the Company or any
other person whose transactions in Common Stock are subject to Section 16(b) of
the Exchange Act.

    (l) "Long-Term Performance Award" means an award under Section 9 below.  A
Long-Term Performance Award shall permit the recipient to receive a stock bonus
(as determined by the Committee) upon satisfaction of such performance factors
as are set out in the recipient's individual grant. Long-term Performance Awards
will be based upon the achievement of Company, Subsidiary and/or individual
performance factors or upon such other criteria as the Committee may deem
appropriate.

    (m) "Named Executive" means any individual who, on the last day of the
Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four highest compensated officers of the
Company (other than the chief executive officer).  Such officer status shall be
determined pursuant to the executive compensation disclosure rules under the
Exchange Act.

    (n) "Option" means any option to purchase shares of Common Stock granted
pursuant to Section 6 below.

    (o) "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the granting of
an award under the Plan, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

    (p) "Plan" means this 1991 Long-Term Equity Incentive Plan, as hereinafter
amended from time to time.

    (q) "Restricted Stock" means shares of Common Stock acquired pursuant to a
grant of Stock Purchase Rights under Section 8 below.

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    (r) "Right" means and includes Stock Appreciation Rights and Stock Purchase
Rights granted pursuant to the Plan.

    (s) "Stock Appreciation Right" means an award made pursuant to Section 7
below, which right permits the recipient to receive cash equal to the difference
between the Fair Market Value of Common Stock on the date of grant of the Option
and the Fair Market Value of Common Stock on the date of exercise of the Stock
Appreciation Right.

    (t) "Stock Purchase Right" means an award made pursuant to Section 8 below,
which right permits the recipient to purchase Common Stock pursuant to a
restricted stock purchase agreement entered into between the Company and the
Participant.

    (u) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.


3.  ELIGIBILITY. Awards may be granted to employees, officers, directors who are
also employees or consultants, independent consultants and advisers of the
Company or any Parent, Subsidiary or Affiliate of the Company (provided such
consultants, and advisers render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction) (collectively,
the "Participants"). ISOs (hereinafter defined in Section 6 hereof may be
granted only to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company. A
Participant may be granted more than one award under this Plan. The Company,
from time to time, also may assume outstanding options granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (i) granting an Option under this Plan in replacement of
the option assumed by the Company, or (ii) treating the assumed option as if it
had been granted under this Plan if the terms of such assumed option could be
applied to an Option granted under this Plan. Such assumption shall be
permissible if the holder of the assumed option would have been eligible to be
granted an Option under this Plan if the other company had applied the rules of
this Plan to such grant. Options and SARs on no more than 10,125,000 shares of
Common Stock may be granted to any individual in any year under this Plan.
Notwithstanding the other terms of this Plan, options granted under the
Datalogix International Inc. Amended and Restated 1992 Incentive Stock Plan and
1986 Key Employees' Stock Option Plan (collectively, the "Datalogix Plans")
shall be assumed by the Corporation under this Plan pursuant to the Agreement
and Plan of Merger dated as of September 24, 1996, as amended October 8, 1996,
and, with respect to such assumed options, this Plan shall include the terms and
conditions contained in the Datalogix Plans as applicable only to such options.
To the extent any provision of this Plan could be deemed to provide an
additional benefit to the holders of such options within the meaning of Section
424(a) of the Code, such provision shall not apply to such option holder, and to
the extent any term contained in the applicable Datalogix Plan directly
conflicts with the terms of this Plan, the terms of the applicable Datalogix
Plan shall govern.

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Notwithstanding the other terms of this Plan, options granted by Treasury
Services Corporation (collectively, the "TSC Options") shall be assumed by the
Corporation under this Plan pursuant to the Agreement and Plan of Reorganization
dated as of July 30, 1997, and, with respect to the TSC Options, this Plan shall
include the terms and conditions of such TSC Options as applicable only to such
options. To the extent any provision of this Plan could be deemed to provide an
additional benefit to the holders of the TSC Options within the meaning of
Section 424(a) of the Code, such provision shall not apply to such option
holder, and to the extent any term contained in the applicable TSC Option
directly conflicts with the terms of this Plan, the terms of the applicable TSC
Option shall govern.

4.  STOCK SUBJECT TO THE PLAN. Subject to Section 11 and 12, the total number of
shares of Common Stock reserved and available for distribution pursuant to the
Plan shall be 353,125,000 shares (the "Shares"). Subject to Sections 11 and 12,
if any shares of Common Stock that have been subject to issuance upon exercise
of an Option cease to be subject to such Option, or if any shares of Restricted
Stock or other shares that are subject to any Right, Option or Long-Term
Performance Award granted hereunder are forfeited or repurchased or any such
award otherwise terminates without a payment being made to the Participant in
the form of Common Stock, such shares shall again be available for distribution
in connection with future awards or Option grants under the Plan.

5.  ADMINISTRATION.
    (a) Procedure.  The Plan shall be administered by (i) the Board if the Board
may administer the Plan in compliance with Rule 16b-3 promulgated under the
Exchange Act and Section 162(m) of the Code (to the extent such section of the
Code applies, to qualify grants of Options to Named Executives as performance-
based compensation), or (ii) one or more Committees designated by the Board to
administer the Plan, as follows (A) with respect to Insiders and Named
Executives, by one or more Committees constituted in such a manner as to permit
grants under the Plan to Insiders to comply with Rule 16b-3, to qualify grants
to Named Executives as performance-based compensation under Section 162(m) of
the Code, and otherwise so as to satisfy the Applicable Laws, and (B) with
respect to Participants who are neither Insiders nor Named Executives, by one or
more Committees constituted in such a manner as to satisfy the Applicable Laws.
Once appointed, the Committee shall continue to serve until otherwise directed
by the Board. From time to time, the Board may change the size of the Committee,
appoint additional members thereof, remove members (with or without cause),
appoint new members in substitution therefore, fill vacancies, however caused,
and remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted, as applicable, by Rule 16b-3 of the Exchange
Act, Rule 162(m) of the Code and the Applicable Laws.  As used herein, except in
Section 18 and 20, reference to the Board shall mean such Board or the
Committee, whichever is then acting with respect to the Plan.

    (b) Authority. Subject to the general purposes, terms, and conditions of the
Plan, and to the direction of the Board, the Committee, if there be one or more,
shall have full power to implement and carry out the Plan including, but not
limited to, the following:

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        (i)    to select the employees, officers, consultants, directors and
    advisers of the Company and/or its Subsidiaries to whom Options, Rights and
    Long-Term Performance Awards, or any combination thereof, may from time to
    time be granted hereunder;

        (ii)   to determine whether and to what extent Options, Rights and Long-
    Term Performance Awards, or any combination thereof, are granted hereunder;

        (iii)  to determine the number of shares of Common Stock to be covered
    by each such award granted hereunder;

        (iv)   to approve forms of agreement, or other forms for communicating
    to Participants that they have been granted an award under the Plan, for use
    under the Plan;

        (v)    to determine the terms and conditions, not inconsistent with the
    terms of the Plan, of any award granted hereunder (including, but not
    limited to, the share price and any restriction or limitation, or any
    vesting acceleration or waiver of forfeiture restrictions regarding the
    Option or other award and/or the shares of Common Stock relating thereto,
    based in each case on such factors as the Committee shall determine, in its
    sole discretion);

        (vi)   to determine whether and under what circumstances an Option may
    be settled in cash or Restricted Stock under Section 6(h) instead of Common
    Stock;

        (vii)  to determine the form of payment that will be acceptable
    consideration for exercise of an Option, Right or Long-Term Performance
    Award granted under the Plan;

        (viii) to determine whether; or to what extent and under what
    circumstances Common Stock and other amounts payable with respect to an
    award 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);

        (ix)   to reduce the exercise price of any Option or Right; and

        (x)    to determine the terms and restrictions applicable to Stock
    Purchase Rights and the Restricted Stock purchased by exercising such
    Rights.

    The Committee shall have the authority to construe and interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan, and any such interpretation shall be final and binding on all
persons having an interest in any award under this Plan.

    In addition to such other rights of indemnification as they may have as
directors, members of the Committee shall be indemnified by the Company against
any reasonable expenses, including attorneys' fees actually and necessarily
incurred, or in connection with any appeal thereof, to which they or any of them
may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereon, (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding that such
director

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is liable for negligence or misconduct in the performance of his or her
duties; provided that within 60 days after institution of any such action, suit
or proceeding a director shall in writing offer the Company the opportunity, at
its own expense, to handle the defense of the same.


6.  STOCK OPTIONS. The Committee, in its discretion, may grant Options to
eligible Participants and shall determine whether such Options shall be
Incentive Stock Options ("ISOs") within the meaning of the Code or Nonqualified
Stock Options ("NQSOs"). Each Option shall be evidenced by a written Option
agreement or other form of notice which shall expressly identify the Option as
an ISO or as NQSO, and be in such form and contain such provisions as the
Committee shall from time to time deem appropriate. Without limiting the
foregoing, the Committee may, at any time, or from time to time, authorize the
Company, with the consent of the respective recipients, to issue new Options
including Options in exchange for the surrender and cancellation of any or all
outstanding Options or Rights.

    The Committee shall determine the number of Shares subject to the Option,
the exercise price of the Option, the period during which the Option may be
exercised, and all other terms and conditions of the Option, subject to the
following:

    (a) Form of Option Grant. Each Option granted under this Plan shall be
evidenced by a written Stock Option Grant (the "Grant") in such form (which need
not be the same for each Participant) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the terms and
conditions of this Plan.

    (b) Date of Grant. The date of grant of an Option shall be the date on which
the Committee makes the determination to grant such Option unless otherwise
specified by the Committee. The Grant representing the Option will be delivered
to Participant with a copy of this Plan within a reasonable time after the
granting of the Option.

    (c) Exercise Price. The exercise price of an Option shall be determined by
the Committee on the date the Option is granted; such price may be less than the
Fair Market Value of the Common Stock on the date the Option is granted,
provided that (i) the exercise price of an NQSO granted to a person other than
an employee shall be not less than 100% of the Fair Market Value of the Shares
on the date the Option is granted; (ii) the exercise price of any ISO granted to
a person owning more than 10% of the total combined voting power of all classes
of stock of the Company or any Parent or Subsidiary of the Company ("Ten
Percent Stockholder") shall not be less than 110% of the Fair Market Value of
the Shares on the date the Option is granted; and (iii) the exercise price of
any ISO granted to an employee who is not a 10% shareholder must not be less
than 100% of the fair market value on the date the Option is granted.

    (d) Exercise Period. Options shall be exercisable within the times or upon
the events determined by the Committee as set forth in the Grant; provided,
however; that no Option shall be exercisable after the expiration of ten (10)
years from the date the Option is granted; and provided further that (i) no ISO
granted to a Ten Percent Stockholder shall be exercisable after the expiration

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of five (5) years from the date the Option is granted, (ii) no Option granted to
a resident of the United Kingdom shall be exercisable after the expiration of
seven years minus one day from the date it is granted, (iii) no Option granted
to a resident of the Netherlands shall be exercisable after the expiration of
five years from the date it is granted, and (iv) no Option granted to a resident
of Belgium shall be exercisable before the expiration of one year from the date
it is granted or after the expiration of six years from the date it is granted.
The Committee also may provide for the exercise of options either as to an
increased percentage of shares per year or as to all remaining shares, if the
Participant with the approval of the Company, shall retire.

    (e) Limitations on ISOs. The aggregate Fair Market Value (determined as of
the time an Option is granted) of stock with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under
this Plan or under any other incentive stock option plan of the Company or any
Parent or Subsidiary of the Company) shall not exceed $100,000. If the Fair
Market Value of Shares with respect to which ISOs are exercisable for the first
time by a Participant during any calendar year exceeds $100,000, the Options for
the first $100,000 worth of Shares to become exercisable in such calendar year
shall be ISOs and the Options for the amount in excess of $100,000 that becomes
exercisable in that calendar year shall be NQSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the effective date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISOs, such different limit shall be incorporated
herein and shall apply to any Options granted after the effective date of such
amendment.

     (f)  Options Non-Transferable. Options granted under this Plan, and any
interest therein, shall not be transferable or assignable by the Participant,
and may not be made subject to execution, attachment or similar process,
otherwise than by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the Participant only by the Participant;
provided, however; that NQSOs held by a Participant may be transferred to such
family members, trusts and charitable institutions as the Committee, in its sole
discretion, shall approve at the time of the grant of such Option.

     (g)  Assumed Options. In the event the Company assumes an option granted by
another company, the terms and conditions of such option shall remain unchanged
(except the exercise price and the number and nature of Shares issuable upon
exercise, which will be adjusted appropriately pursuant to Section 424(a) of the
Code). In the event the Company elects to grant a new option rather than
assuming an existing option (as specified in Section 3), such new option may be
granted with a similarly adjusted exercise price.

     (h)  Buyout Provisions. The Committee may at any time offer to buy out for
a payment in cash or Common Stock (including Restricted Stock), an Option
previously granted, based on such terms and conditions as the Committee shall
establish and communicate to the Participant at the time that such offer is
made.

     (i)  Notice. Options may be exercised only by delivery to the Company or
its representative of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares, if any, and such representations and
agreements regarding Participant's investment intent and access to information,
if any, as may be required by the Company to comply with the Applicable

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Laws, together with payment in full of the exercise price for the number of
Shares being purchased.

     (j)  Payment. Payment for Shares purchased upon exercise of an Option may
be made in cash (by check) or; where approved by the Committee in its sole
discretion at the time of grant and where permitted by law: (i) by cancellation
of indebtedness of the Company to the Participant; (ii) by surrender of Shares
of Common Stock having a Fair Market Value equal to the applicable exercise
price of the Options, that have been owned by the Participant for more than six
(6) months (and which have been paid for within the meaning of the Securities
and Exchange Commission (the "SEC") Rule 144 of the 33 Act and, if such Shares
were purchased from the Company by use of a promissory note, such note has been
fully paid with respect to such Shares), or were obtained by the Participant in
the open public market; (iii) where approved by the Committee in its discretion,
by tender of a full recourse promissory note having such terms as may be
approved by the Committee and bearing interest at a rate sufficient to avoid
imputation of income under Sections 483 and 1274 of the Code, provided that the
portion of the exercise price equal to the par value of the Shares, if any, must
be paid in cash or other legal consideration and provided further that
Participants who are not employees or directors of the Company shall not be
entitled to purchase Shares with a promissory note unless the note is adequately
secured by collateral other than the Shares; (iv) by waiver of compensation due
or accrued to the Participant for services rendered; (v) provided that a public
market for the Company's stock exists, through a "same day sale" commitment from
the Participant and a broker-dealer that is a member of the National Association
of Securities Dealers (an "NASD Dealer") whereby Participant irrevocably elects
to exercise the Option and to sell a portion of the Shares so purchased to pay
for the exercise price and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the exercise price directly to the Company;
(vi) provided that a public market for the Company's stock exists, through a
"margin" commitment from the Participant and an NASD Dealer whereby the
Participant irrevocably elects to exercise the Option and to pledge the Shares
so purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; or (vii) by any combination of the foregoing.

     (k)  Limitations on Exercise. Notwithstanding the exercise periods set
forth in the Grant, exercise of an Option shall always be subject to the
following:

          (i)  If the Participant ceases to be employed by the Company or any
    Parent, Subsidiary or Affiliate of the Company for any reason except death
    or disability, the Participant's Options may be exercised to the extent (and
    only to the extent) that they would have been exercisable upon the date of
    termination of the Participant's employment, within three (3) months after
    the date of termination (or such shorter time period as may be specified in
    the Grant), but in any event no later than the expiration date of the
    Option.

          (ii) If the Participant's employment with the Company or any Parent,
    Subsidiary or Affiliate of the Company is terminated because of the
    Disability of the Participant, or if the Participant dies within three (3)
    months of his termination of employment, the

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    Participant's Options may be exercised to the extent (and only to the
    extent) that they would have been exercisable by the Participant on the date
    of termination of Participant's employment, by the Participant (or the
    Participant's legal representative) within twelve (12) months after the date
    of termination of the Participant's employment (or such shorter time period
    as may be specified in the Grant), but in any event no later than the
    expiration date of the Options.

        (iii) If the Participant's employment with the Company or any Parent,
    Subsidiary or Affiliate of the Company is terminated because of the death of
    the Participant, the Participant's Options may be exercised to the extent
    (and only to the extent) that they would have been exercisable by the
    Participant on the first vesting date occurring after such death as may be
    specified in the Grant (the "Option Vesting Date") and on the next
    subsequent Option Vesting Date, by the Participant's legal representative
    within twelve (12) months after the date of the Participant's death (or such
    shorter period as may be specified in the Grant), but in any event no later
    than the expiration date of the Options.

        (iv)  The Committee shall have discretion to determine whether
    Participant has ceased to be employed by the Company or any Parent,
    Subsidiary or Affiliate of the Company and the effective date on which such
    employment terminated or whether such Participant is on an authorized leave
    of absence or absence for military or governmental service.

        (v)   In the case of a Participant who is a director, consultant, or
    adviser, the Committee will have the discretion to determine whether the
    Participant is "employed by the Company or any Parent, Subsidiary or
    Affiliate of the Company" pursuant to the foregoing Sections.

        (vi)  The Committee may specify a reasonable minimum number of Shares
    that may be purchased on any exercise of an Option, provided that such
    minimum number will not prevent the Participant from exercising the full
    number of Shares as to which the Option is then exercisable.

        (vii) An Option shall not be exercisable unless such exercise is in
    compliance with the Applicable Laws as they are in effect on the date of
    exercise. The Company shall be under no obligation to register the Shares
    with the SEC or to effect compliance with the registration, qualification or
    listing requirements of any state securities laws, stock exchange or
    national market system, and the Company shall have no liability for any
    inability or failure to do so.

    (l) Modification, Extension and Renewal of Options. The Committee shall have
the power to modify, extend or renew outstanding Options and to authorize the
grant of new Options in substitution therefore, provided that any such action
may not, without the written consent of the Participant, impair any rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee shall have the power to reduce the exercise price of
outstanding Options without the consent of Participants by a written notice to
the Participants affected; provided, however; that the exercise price per Share
may not be reduced below the minimum exercise price that would

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be permitted under Section 6(c) of this Plan for Options granted on the date the
action is taken to reduce the exercise price.

    (m) Belgian Optionees. Notwithstanding anything to the contrary herein,
Options granted to residents of Belgium shall conform to the following: such
Options may not be exercisable after termination of such Participant's
employment with the Company, whether by death, disability or otherwise; shares
purchased pursuant to such Options shall not be resalable earlier than two years
after the date of exercise of such Options for such shares, and such shares
shall be held during such period at a registered Company office; no Belgium
employee may acquire more than 20% of the shares of the Company pursuant to such
Options; and no Belgium employee shall pay more than 25% of such employee's last
normal annual salary nor BF 500,000 per year for the exercise of such Options.


7.  STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted only in
connection with an Option, either concurrently with the grant of the Option or
at any time thereafter during the term of the Option. The following provisions
apply to such Stock Appreciation Rights.

    (a) Grant of Stock Appreciation Right. The Stock Appreciation Right shall
entitle the Participant to exercise the Rights by surrendering to the Company an
unexercised portion of the underlying Option as to which the Participant has a
right to exercise. The Participant shall receive in exchange from the Company an
amount equal to the excess of (x) the Full Market Value on the date of exercise
of the Common Stock covered by the surrendered portion of the underlying Option
over (y) the exercise price of the Common Stock covered by the surrendered
portion of the underlying Option. Notwithstanding the foregoing, the Committee
may place limits on the amount that may be paid upon exercise of a Stock
Appreciation Right; provided, however; that such limit shall not restrict the
exercisability of the underlying Option. In the event that a Stock Appreciation
Right is granted that relates to an ISO, such Right shall contain such
additional or different terms as may be necessary under applicable regulations
to preserve treatment of the ISO as such under Section 422 of the Code.

    (b) Forfeiture of Option. When a Stock Appreciation Right is exercised, the
underlying Option, to the extent surrendered, shall no longer be exercisable and
shall be deemed canceled.

    (c) Expiration of Stock Appreciation Right. A Stock Appreciation Right shall
be exercisable only when and to the extent that the underlying Option is
exercisable and shall expire no later than the date on which the underlying
Option expires.

    (d) Exercise of Stock Appreciation Right. A Stock Appreciation Right may be
exercised only at a time when the full Market Value of the Common Stock covered
by the underlying Option exceeds the exercise price of the Common Stock covered
by the underlying Option. Notwithstanding the foregoing, with respect to
Insiders, in no event may a Stock Appreciation Right be exercisable within the
first six months of the grant of such Stock Appreciation Right; provided,
however, that this limitation shall not apply in the event that death or
Disability of the Participant occurs prior to the expiration of the six-month
period.

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     (e)  Form of Payment. The Company's obligation arising upon the exercise of
a Stock Appreciation Right may be paid currently or on a deferred basis with
such interest or earnings equivalent as may be determined by the Committee, and
may be paid in Common Stock or in cash, or in any combination of Common Stock
and cash, as the Committee, in its sole discretion, may determine. Shares of
Common Stock issued upon the exercise of a Stock Appreciation Right shall be
valued at the Fair Market Value of the Common Stock as of the date of exercise.

     (f)  Compliance With Section 16(b). A person who is subject to Section
16(b) of the Exchange Act may only make an election to receive cash in full or
partial settlement of the Stock Appreciation Right or exercise a Stock
Appreciation Right during such time or times as are permitted by Rule 16b-3 or
any successor provision.

8.  STOCK PURCHASE RIGHTS.
     (a)  Rights to Purchase. Stock Purchase Rights to purchase Restricted Stock
may be issued either alone, in addition to, or in tandem with other awards
granted under the Plan. After the Committee determines that it will offer Stock
Purchase Rights under the Plan, it shall advise the offeree in writing of the
terms, conditions and restrictions related to the offer, including the number of
shares of Common Stock that such person shall be entitled to purchase, the price
to be paid, and the time within which such person must accept such offer, which
shall in no event exceed 60 days from the date the Stock Purchase Right was
granted. The offer shall be accepted by execution of a Restricted Stock Purchase
Agreement (the "Purchase Agreement") in the form determined by the Committee.

     (b)  Repurchase Option. Unless the Committee determines otherwise, the
Purchase Agreement shall grant the Company a repurchase option exercisable upon
the voluntary or involuntary termination of the purchaser's employment with the
Company for any reason (including death or Disability). The purchase price for
Shares repurchased pursuant to the Purchase Agreement shall be the original
price paid by the purchaser and may be paid by cancellation of any indebtedness
of the purchaser to the Company. The repurchase option shall lapse at such rate
as the Committee may determine.

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


9.  LONG-TERM PERFORMANCE AWARDS.
     (a)  Administration. Long-Term Performance Awards are stock bonus awards
that may be granted either alone or in addition to other awards granted under
the Plan. Such awards shall be granted for no cash consideration. The Committee
shall determine the nature, length and starting date of any performance period
(the "Performance Period") for each Long-Term Performance Award, and shall
determine the performance factors to be used in the determination of a Long-Term
Performance Award and the extent to which such Long-Term Performance Awards have
been earned. Long-Term Performance Awards may vary from Participant to
Participant and between groups of Participants and shall be based upon

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the achievement of Company, Parent, Subsidiary or Affiliate, or upon such
individual performance factors or upon such other criteria as the Committee may
deem appropriate. Performance Periods may overlap and Participants may
participate simultaneously with respect to Long-Term Performance Awards that are
subject to different Performance Periods and different performance factors and
criteria. Long-Term Performance Awards shall be confirmed by, and be subject to
the terms of, a Long-Term Performance Award agreement. The terms of such awards
need not be the same with respect to each Participant.

    At the beginning of each Performance Period, the Committee shall determine
for each Long-Term Performance Award subject to such Performance Period, the
number of shares of Common Stock to be awarded to the Participant at the end of
the Performance Period if and to the extent that the relevant measures of
performance for such Long-Term Performance Award are met. Such number of shares
of Common Stock may be fixed or may vary in accordance with such performance or
other criteria as maybe determined by the Committee.

    (b) Adjustment of Awards. The Committee may adjust the performance factors
applicable to the Long-Term Performance Awards to take into account changes in
law, accounting and tax rules and to make such adjustments as the Committee
deems necessary or appropriate to reflect the inclusion or exclusion of the
impact of extraordinary or unusual items, events or circumstances in order to
avoid windfalls or hardships.

    (c) Termination. Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates his or her employment
or his or her consultancy during a Performance Period because of death or
Disability, the Committee may provide for an earlier payment in settlement of
such award in such amount and under such terms and conditions as the Committee
deems appropriate.

    Except as otherwise provided in the applicable Long-Term Performance Award
agreement, if a Participant terminates employment or his or her consultancy
during a Performance Period for any other reason, then such a Participant shall
not be entitled to any payment with respect to the Long-Term Performance Award
subject to such Performance Period, unless the Committee shall otherwise
determine.

    (d) Form of payment. The earned portion of a Long-Term Performance Award may
be paid currently or on a deferred basis with such interest or earnings
equivalent as may be determined by the Committee. Payment shall be made in the
form of cash, whole shares of Common Stock, including Restricted Stock, or a
combination thereof, either in a lump sum payment or in installments, all as the
Committee shall determine. If and to the extent the full amount of a Long-Term
Performance Award in not paid in Common Stock, then the shares of Common Stock
representing the portion of the value of the Long-Term Performance Award not
paid in Common Stock shall again become available for award under the Plan.


10. WITHHOLDING TAXES.
    (a) Withholding Generally. Whenever; under the Plan, Shares are to be issued
in satisfaction of Options, Rights or Long-Term Performance Awards granted
hereunder, the

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Company shall have the right to require the recipient to remit to the Company an
amount sufficient to satisfy federal, state, or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. Whenever, under the Plan, payments are to be made in cash, such payment
shall be net of an amount sufficient to satisfy federal, state, and local
withholding tax requirements.

    (b) Stock Withholding. When a Participant incurs tax liability in connection
with the exercise or vesting of any Option, Right or Long-Term Performance
Award, which tax liability is subject to tax withholding under applicable tax
laws, and the Participant is obligated to pay the Company an amount required to
be withheld under applicable tax laws, the Participant may satisfy the
withholding tax obligation by electing to have the Company withhold from the
Shares to be issued that number of Shares having a Fair Market Value equal to
the amount required to be withheld, determined on the date that the amount of
tax to be withheld is to be determined (the "Tax Date"); provided however that
the Company shall not allow withholding of Shares upon exercise or vesting of
any Option, Right or Long-Term Performance Award in an amount which exceeds the
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes. Any surrender by an Insider of previously owned Shares
to satisfy tax withholding obligations arising upon exercise of an Option must
comply with the applicable provisions of Rule 16b-3.


All elections by a Participant to have Shares withheld for this purpose shall be
made in writing in a form acceptable to the Committee and shall be subject to
the following restrictions:

    (i)   the election must be made on or prior to the applicable Tax Date;

    (ii)  once made, the election shall be irrevocable as to the particular
Shares as to which the election is made; and

    (iii) all elections shall be subject to the consent or disapproval of the
Committee.

    In the event the election to have shares withheld is made by a Participant
who is an Insider and the Tax Date is deferred until six months after exercise
of the Option under Section 83(b) of the Code, the Participant shall receive the
full number of Shares with respect to which the exercise occurs, but such
Participant shall be unconditionally obligated to tender back to the Company the
proper number of Shares on the Tax Date.


11. ADJUSTMENT OF SHARES. In the event that the number of outstanding shares of
Common Stock of the Company is changed by a stock dividend, stock split, reverse
stock split, combination, reclassification or similar change in the capital
structure of the Company without consideration, the number of Shares available
under this Plan and the number of Shares deliverable in connection with any
Option, Right or Long-Term Performance Award, and the exercise price per share
of such Options shall be proportionately adjusted, subject to any required
action by the Board or stockholders of the Company and compliance with the
Applicable Laws; provided, however, that no certificate or scrip representing
fractional shares shall be issued and any resulting fractions of a share shall
be ignored.

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12. ASSUMPTION OF OPTIONS BY SUCCESSORS.
    (a) Assumption. In the event of a dissolution or liquidation of the Company,
a merger in which the Company is not the surviving corporation (other than a
merger with a wholly owned subsidiary or where there is no substantial change in
the stockholders of the Company and the obligations of the Company under this
Plan are assumed by the successor corporation), the sale of substantially all of
the assets of the Company, or, any other transaction which qualifies as a
"corporate transaction" under Section 425(a) of the Code wherein the
stockholders of the Company give up all of their equity interest in the Company
(except for the acquisition of all or substantially all of the outstanding
shares of the Company), any or all outstanding Options and Rights,
notwithstanding any contrary terms of the Plan, shall accelerate and become
exercisable in full prior to and shall expire on the consummation of such
dissolution, liquidation, merger or sale of assets at such times and on such
conditions as the Committee shall determine unless the successor corporation
assumes the outstanding obligations or substitutes substantially equivalent
Options or Rights. Any Option or Right held by a Participant whose employment
with the successor corporation is terminated by such corporation without cause,
within twelve (12) months after consummation of the merger, consolidation or
sale of assets, shall accelerate and become immediately and fully exercisable
upon such termination.

    (b) Acceleration Upon Unfriendly Takeover. Notwithstanding anything in
Section 12(a) hereof to the contrary, if fifty percent (50%) or more of the
outstanding voting securities of the Company becomes beneficially owned (as
defined in Rule 13d-3 promulgated by the SEC) by a person (as defined in Section
2(2) of the Securities Act and in Section 13(d)(3) of the Exchange Act) in a
transaction or series of transactions expressly disapproved by the Board, then
all outstanding Options or Rights under this Plan shall become immediately
exercisable with no further act or action required by the Committee.


13. EMPLOYMENT RELATIONSHIP. Nothing in the Plan or any award made thereunder
shall interfere with or limit in any way the right of the Company or of any
Parent, Subsidiary or Affiliate to terminate any recipient's employment or
consulting relationship at any time, with or without cause, nor confer upon any
Participant any right to continue in the employ or service of the Company or any
Parent, Subsidiary or Affiliate.

14. GENERAL RESTRICTION. Each award shall be subject to the requirement that,
if, at any time, the Committee shall determine, in its discretion, that the
listing, registration, or qualification of the shares subject to such award upon
any securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, such award or the issue or purchase of
Shares thereunder, such award may not be exercised in whole or in part unless
such listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.

15. RIGHTS AS A STOCKHOLDER. The holder of an Option, Right or Long-Term
Performance Award shall have no rights as a stockholder with respect to any
Shares covered by the Option, Right or Long-Term Performance Award until the
date of exercise.

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Once an Option, Right or Long-Term Performance Award is exercised by the holder
thereof, the Participant shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her holding is entered upon
the records of the duly authorized transfer agent of the Company. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

16. NONASSIGNABILITY OF AWARDS. Except as otherwise provided in Section 6(f)
hereof, no awards made hereunder shall be assignable or transferable by the
recipient except by will or by the laws of descent and distribution and as
otherwise consistent with the specific Plan provisions relating thereto. During
the life of the recipient, an Option, Right or Long-Term Performance Award shall
be exercisable only by him or her.

17. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the Board,
the submission of the Plan to the stockholders of the Company for approval, nor
any provisions of the Plans shall be construed as creating any limitations on
the power of the Board to adopt such additional compensation arrangements as it
may deem desirable, including without limitation, the granting of Options
otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.

18. ADOPTION AND STOCKHOLDER APPROVAL. This Plan shall become effective on the
date that it is adopted by the Board of the Company. This Plan shall be approved
by the stockholders of the Company, in any manner permitted by applicable
corporate law, within twelve months before or after the date this Plan is
adopted by the Board. Upon the effective date of the Plan, the Board may grant
awards pursuant to this Plan; provided that, in the event that stockholder
approval is not obtained within the time period provided herein, all awards
granted hereunder shall terminate.

19. TERM OF PLAN. Awards may be granted pursuant to this Plan from time to time
within a period of ten (10) years from the date on which this Plan is adopted by
the Board.

20. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or
amend this Plan in any respect including (but not limited to) amendment of any
form of grant, exercise agreement or instrument to be executed pursuant to this
Plan; provided, however, that the Board shall not, without the approval of the
stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or pursuant to the Exchange Act
or Rule 16b-3 (or its successor) promulgated thereunder. In any case, no
amendment of this Plan may adversely affect any then outstanding award or any
unexercised portions thereof, without the written consent of the Participant.

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