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                                                                EXHIBIT 10.1.4







                        DOBSON COMMUNICATIONS CORPORATION

                            2000 STOCK INCENTIVE PLAN







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                                    ARTICLE I

                                     Purpose

SECTION 1.01 PURPOSE. This Stock Incentive Plan is established by Dobson
Communications Corporation (the "Company") to create incentives which are
designed to motivate Participants to put forth maximum effort toward the success
and growth of the Company and to enable the Company to attract and retain
experienced individuals who by their position, ability and diligence are able to
make important contributions to the Company's success. Toward these objectives,
the Plan provides for the granting of Options to Participants on the terms and
subject to the conditions set forth in the Plan.

SECTION 1.02 ESTABLISHMENT. The Plan is effective as of January 10, 2000 and
for a period of 10 years from such date. The Plan will terminate on January 10,
2010, however, it will continue in effect until all matters relating to the
payment of Awards and administration of the Plan have been settled.

SECTION 1.03 SHARES SUBJECT TO THE PLAN. Subject to Articles IV, VII and IX of
this Plan, shares of stock covered by Options shall consist of 4,000,000 shares
of Common Stock.

SECTION 1.04 SHAREHOLDER APPROVAL. The Plan shall be approved by the holders of
a majority of the outstanding shares of Common Stock, present, or represented,
and entitled to vote at a meeting called for such purposes, which approval must
occur within the period ending twelve months after the date the Plan is adopted
by the Board. Pending such approval by the shareholders, Awards under the Plan
may be granted to Participants, but no such Awards may be exercised or paid
prior to receipt of shareholder approval. In the event shareholder approval is
not obtained within such twelve-month period, all such Awards shall be void.


                                   ARTICLE II

                                   Definitions

SECTION 2.01 "AFFILIATED ENTITY" means any partnership or limited liability
company, a majority of the partnership or other similar interest thereof is
owned or controlled, directly or indirectly, by the Company or one or more of
its Subsidiaries or Affiliated Entities or a combination thereof. For purposes
hereof, the Company, a Subsidiary or an Affiliated Entity shall be deemed to
have a majority ownership interest in a partnership or limited liability company
if the Company, such Subsidiary or Affiliated Entity shall be allocated a
majority of partnership or limited liability company gains or losses or shall be
or control a managing director or a general partner of such partnership or
limited liability company.

SECTION 2.02 "AWARD" means, individually or collectively, any Option granted
under the Plan to a Participant by the Committee pursuant to such terms,
conditions, restrictions, and/or limitations, if any, as the Committee may
establish by the Award Agreement or otherwise.

SECTION 2.03 "AWARD AGREEMENT" means any written instrument that establishes the
terms, conditions, restrictions, and/or limitations applicable to an Award in
addition to those established by this Plan and by the Committee's exercise of
its administrative powers.

SECTION 2.04 "BOARD" means the Board of Directors of the Company.

SECTION 2.05 "CODE" means the Internal Revenue Code of 1986, as amended.
Reference to any Section of the Code shall be deemed to include any amendments
or successor provisions to such Section and any regulations under such Section.

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SECTION 2.06 "COMMITTEE" means the Compensation Committee of the Board, or such
other committee designated by the Board, authorized to administer the Plan under
Article III hereof consisting of not less than two members of the Board.

SECTION 2.07 "COMMON STOCK" means the Class A Common Stock, par value $0.001 per
share, of the Company, and after substitution, such other stock as shall be
substituted therefor as provided in Article VII.

SECTION 2.08 "DATE OF GRANT" means the date on which the granting of an Award is
authorized by the Committee or such later date as may be specified by the
Committee in such authorization.

SECTION 2.09 "DISABILITY" shall have the meaning set forth in Section 22(e)(3)
of the Code.

SECTION 2.10 "DIRECTOR" means any person who is a member of the Board.

SECTION 2.11 "ELIGIBLE EMPLOYEE" means any employee of the Company, a Subsidiary
or an Affiliated Entity.

SECTION 2.12 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

SECTION 2.13 "FAIR MARKET VALUE" means (A) during such time as the Common Stock
is listed upon the New York Stock Exchange or other exchanges or the
NASDAQ/National Market System, the closing price of the Common Stock on such
stock exchange or exchanges the NASDAQ/National Market System on the day for
which such value is to be determined, or if no sale of the Common Stock shall
have been made on any such stock exchange or the NASDAQ/National Market System
that day, on the next preceding day on which there was a sale of such Common
Stock or (B) during any such time as the Common Stock is not listed upon an
established stock exchange or the NASDAQ/National Market System, the mean
between dealer "bid" and "ask" prices of the Common Stock in the
over-the-counter market on the day for which such value is to be determined, as
reported by the National Association of Securities Dealers, Inc. or (C) during
any such time as the Common Stock cannot be valued pursuant to (A) or (B) above,
the fair market value shall be as determined by the Board considering all
relevant information including, by example and not by limitation, the services
of an independent appraiser.

SECTION 2.14 "INCENTIVE STOCK OPTION" means an Option within the meaning of
Section 422 of the Code.

SECTION 2.15 "NONQUALIFIED STOCK OPTION" means an Option which is not an
Incentive Stock Option.

SECTION 2.16 "OPTION" means an Award granted under Article VI of the Plan.

SECTION 2.17 "PARTICIPANT" means a Director or an Eligible Employee to whom an
Award has been granted by the Committee under the Plan.

SECTION 2.18 "PLAN" means this Dobson Communications Corporation 2000 Stock
Incentive Plan.

SECTION 2.19 "SUBSIDIARY" shall have the same meaning set forth in Section 424
of the Code.

                                   ARTICLE III

                                 Administration

SECTION 3.01 ADMINISTRATION BY COMMITTEE. The Committee shall administer the
Plan. Unless otherwise provided in the by-laws of the Company or the resolutions
adopted from time to time by the Board establishing the Committee, the Board may
from time to time remove members from, or add members to, the Committee.
Vacancies on the Committee, however caused, shall be filled by the Board. The
Committee shall hold meetings at such times and places as it may determine. A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present or acts
reduced to or approved in writing by a majority of the members of the Committee
shall be the valid acts of the Committee.

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         Subject to the provisions of the Plan, the Committee shall have
exclusive power to:

                  (a) Select the Participants to be granted Awards.

                  (b) Determine the time or times when Awards will be made.

                  (c) Determine the form of an Award, the number of shares of
                  Common Stock subject to the Award, all the terms, conditions
                  (including performance requirements), restrictions and/or
                  limitations, if any, of an Award, including the time and
                  conditions of exercise or vesting, and the terms of any Award
                  Agreement, which may include the waiver or amendment of prior
                  terms and conditions or acceleration or early vesting or
                  payment of an Award under certain circumstances determined by
                  the Committee.

                  (d) Determine whether Awards will be granted singly or in
                  combination.

                  (e) Accelerate the vesting, exercise or payment of an Award or
                  the performance period of an Award when such action or actions
                  would be in the best interest of the Company.

                  (f) Take any and all other action it deems necessary or
                  advisable for the proper operation or administration of the
                  Plan.

SECTION 3.02 COMMITTEE TO MAKE RULES AND INTERPRET PLAN. The Committee in its
sole discretion shall have the authority, subject to the provisions of the Plan,
to establish, adopt, or revise such rules and regulations and to make all such
determinations relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. The Committee's interpretation of the Plan or
any Awards granted pursuant thereto and all decisions and determinations by the
Committee with respect to the Plan shall be final, binding, and conclusive on
all parties.



                                   ARTICLE IV

                                 Grant of Awards

SECTION 4.01 COMMITTEE TO GRANT AWARDS. The Committee may, from time to time,
grant Awards to one or more Participants, provided, however, that:

         (a) Subject to Article VII, the aggregate number of shares of Common
         Stock made subject to the Award of Options to any Participant in any
         fiscal year of the Company may not exceed _____.

         (b) Any shares of Common Stock related to Awards which terminate by
         expiration, forfeiture, cancellation or otherwise without the issuance
         of shares of Common Stock shall be available again for grant under the
         Plan.

         (c) Common Stock delivered by the Company in payment of any Award under
         the Plan may be authorized and unissued Common Stock or Common Stock
         held in the treasury of the Company.

         (d) The Committee shall, in its sole discretion, determine the manner
         in which fractional shares arising under this Plan shall be treated.

         (e) Separate certificates representing Common Stock to be delivered to
         a Participant upon the exercise of any Option will be issued to such
         Participant.

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                                    ARTICLE V

                                   Eligibility

         Subject to the provisions of the Plan, the Committee shall, from time
to time, select from the Directors and Eligible Employees those to whom Awards
shall be granted and shall determine the type or types of Awards to be made and
shall establish in the related Award Agreements the terms, conditions,
restrictions and/or limitations, if any, applicable to the Awards in addition to
those set forth in the Plan and the administrative rules and regulations issued
by the Committee.



                                   ARTICLE VI

                                  Stock Options

SECTION 6.01 GRANT OF OPTIONS. The Committee may, from time to time, subject to
the provisions of the Plan and such other terms and conditions as it may
determine, grant Options to Participants. These Options may be Incentive Stock
Options or Nonqualified Stock Options, or a combination of both. Each grant of
an Option shall be evidenced by an Award Agreement executed by the Company and
the Participant, and shall contain such terms and conditions and be in such form
as the Committee may from time to time approve, subject to the requirements of
Section 6.02.

SECTION 6.02 CONDITIONS OF OPTIONS. Each Option so granted shall be subject to
the following conditions:

         (a) EXERCISE PRICE. As limited by Section 6.02(e) below, each Option
         shall state the exercise price which shall be set by the Committee at
         the Date of Grant; provided, however, no Nonqualified Stock Option
         shall be granted at an exercise price which is less than 75% of the
         Fair Market Value of the Common Stock on the Date of Grant.

         (b) FORM OF PAYMENT. The exercise price of an Option may be paid (i) in
         cash or by check, bank draft or money order payable to the order of the
         Company; (ii) by delivering shares of Common Stock or other equity
         securities of the Company having a Fair Market Value on the date of
         payment equal to the amount of the exercise price; or (iii) a
         combination of the foregoing. In addition to the foregoing, subject to
         the discretion of the Committee, any Option granted under the Plan may
         be exercised by a broker-dealer acting on behalf of a Participant if
         (A) the broker-dealer has received from the Participant or the Company
         a notice evidencing the exercise of such Option and instructions signed
         by the Participant requesting the Company to deliver the shares of
         Common Stock subject to such Option to the broker-dealer on behalf of
         the Participant and specifying the account into which such shares
         should be deposited, (B) adequate provision has been made with respect
         to the payment of any withholding taxes due upon such exercise or, in
         the case of an Incentive Stock Option, upon the premature disposition
         of such shares and (C) the broker-dealer and the Participant have
         otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR,
         Part 220 and any successor rules and regulations applicable to such
         exercise.

         (c) EXERCISE OF OPTIONS. Options granted under the Plan shall be
         exercisable, in whole or in such installments and at such times, and
         shall expire at such time, as shall be provided by the Committee in the
         Award Agreement. Exercise of an Option shall be by written notice
         stating the election to exercise in the form and manner determined by
         the Committee. Every share of Common Stock acquired through the
         exercise of an Option shall be deemed to be fully paid at the time of
         exercise and payment of the exercise price.

         (d) OTHER TERMS AND CONDITIONS. Among other conditions that may be
         imposed by the Committee, if deemed appropriate, are those relating to
         (i) the period or periods and the conditions of exercisability of any
         Option; (ii) the minimum periods during which Participants must be
         employed by the Company, its Subsidiaries or an Affiliated Entity, or
         must hold Options before they may be exercised; (iii) the minimum

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         periods during which shares acquired upon the exercise of Options must
         be held before sale or transfer shall be permitted; (iv) conditions
         under which Options or shares may be subject to forfeiture; (v) the
         frequency of exercise or the minimum or maximum number of shares that
         may be acquired at any one time and (vi) the achievement by the Company
         of specified performance criteria.

         (e) SPECIAL RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS. Options
         issued in the form of Incentive Stock Options shall not be granted to
         Directors who are not also Eligible Employees of the Company or a
         Subsidiary and shall, in addition to being subject to all applicable
         terms, conditions, restrictions and/or limitations established by the
         Committee, comply with the requirements of Section 422 of the Code (or
         any successor Section thereto), including, without limitation, the
         requirement that the exercise price of an Incentive Stock Option not be
         less than 100% of the Fair Market Value of the Common Stock on the Date
         of Grant, the requirement that each Incentive Stock Option, unless
         sooner exercised, terminated or cancelled, expire no later than 10
         years from its Date of Grant, and the requirement that the aggregate
         Fair Market Value (determined on the Date of Grant) of the Common Stock
         with respect to which Incentive Stock Options are exercisable for the
         first time by a Participant during any calendar year (under this Plan
         or any other plan of the Company, its parent or any Subsidiary) not
         exceed $100,000. Incentive Stock Options which are in excess of the
         applicable $100,000 limitation will be automatically recharacterized as
         Nonqualified Stock Options as provided under Section 6.03 of this Plan.
         No Incentive Stock Options shall be granted to any Eligible Employee
         if, immediately before the grant of an Incentive Stock Option, such
         Eligible Employee owns more than 10% of the total combined voting power
         of all classes of stock of the Company or its Subsidiaries (as
         determined in accordance with the stock attribution rules contained in
         Sections 422 and 424(d) of the Code). Provided, the preceding sentence
         shall not apply if, at the time the Incentive Stock Option is granted,
         the exercise price is at least 110% of the Fair Market Value of the
         Common Stock subject to the Incentive Stock Option, and such Incentive
         Stock Option by its terms is exercisable no more than five years from
         the date such Incentive Stock Option is granted.

         (f) SHAREHOLDER RIGHTS. No Participant shall have a right as a
         shareholder with respect to any share of Common Stock subject to an
         Option prior to purchase of such shares of Common Stock by exercise of
         the Option.

SECTION 6.03 OPTIONS NOT QUALIFYING AS INCENTIVE STOCK OPTIONS. With respect to
all or any portion of any Option granted under this Plan not qualifying as an
"incentive stock option" under Section 422 of the Code, such Option shall be
considered as a Nonqualified Stock Option granted under this Plan for all
purposes. Further, this Plan and any Incentive Stock Options granted hereunder
shall be deemed to have incorporated by reference all the provisions and
requirements of Section 422 of the Code (and the Treasury Regulations issued
thereunder) which are required to provide that all Incentive Stock Options
granted hereunder shall be "incentive stock options" described in Section 422 of
the Code. Further, in the event that the Committee grants Incentive Stock
Options under this Plan to a Participant, and, in the event that the applicable
limitation contained in Section 6.02(e) herein is exceeded, then, such Incentive
Stock Options in excess of such limitation shall be treated as Nonqualified
Stock Options under this Plan subject to the terms and provisions of the
applicable Award Agreement, except to the extent modified to reflect
recharacterization of the Incentive Stock Options as Nonqualified Stock Options.


                                   ARTICLE VII

                                Stock Adjustments

         In the event that the shares of Common Stock, as presently constituted,
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification, stock
split, combination of shares or otherwise), or if the number of such shares of
Common Stock shall be increased through the payment of a stock dividend, or a
dividend on the shares of Common Stock or rights or warrants to purchase
securities of the Company shall be made, then there shall be substituted for or
added to each share available under and subject to the Plan as provided in
Section 1.03 hereof, and each share theretofore appropriated or thereafter
subject or which may become subject to Options under the Plan, the number and
kind of shares of stock or other securities into which each

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outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged or to which each such share shall be entitled, as
the case may be, on a fair and equivalent basis in accordance with the
applicable provisions of Section 424 of the Code; provided, however, with
respect to Options, in no such event will such adjustment result in a
modification of any Option as defined in Section 424(h) of the Code. In the
event there shall be any other change in the number or kind of the
outstanding shares of Common Stock, or any stock or other securities into
which the Common Stock shall have been changed or for which it shall have
been exchanged, then if the Committee shall, in its sole discretion,
determine that such change equitably requires an adjustment in the shares
available under and subject to the Plan, or in any Award theretofore granted
or which may be granted under the Plan, such adjustments shall be made in
accordance with such determination, except that no adjustment of the number
of shares of Common Stock available under the Plan or to which any Award
relates that would otherwise be required shall be made unless and until such
adjustment either by itself or with other adjustments not previously made
would require an increase or decrease of at least 1% in the number of shares
of Common Stock available under the Plan or to which any Award relates
immediately prior to the making of such adjustment (the "Minimum
Adjustment"). Any adjustment representing a change of less than such minimum
amount shall be carried forward and made as soon as such adjustment together
with other adjustments required by this Article VII and not previously made
would result in a Minimum Adjustment. Notwithstanding the foregoing, any
adjustment required by this Article VII which otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock
relating to any Award immediately prior to exercise, payment or settlement of
such Award.

         No fractional shares of Common Stock or units of other securities
shall be issued pursuant to any such adjustment, and any fractions resulting
from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share.

                                  ARTICLE VIII

                                     General

SECTION 8.01 AMENDMENT OR TERMINATION OF PLAN. The Board may suspend or
terminate the Plan at any time. In addition, the Board may, from time to time,
amend the Plan in any manner, but may not without shareholder approval adopt any
amendment which would increase the aggregate number of shares of Common Stock
available under the Plan (except by operation of Article VII), provided, that
any amendment to the Plan shall require approval of the shareholders if, in the
opinion of counsel to the Company, such approval is required by any Federal or
state law or any regulations or rules promulgated thereunder.

SECTION 8.02 DIVIDENDS AND DIVIDEND EQUIVALENTS. The Committee may choose, at
the time of the grant of any Award or any time thereafter up to the time of
payment of such Award, to include as part of such Award an entitlement to
receive dividends or dividend equivalents subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may establish.
Dividends and dividend equivalents granted hereunder shall be paid in such form
and manner (i.e., lump sum or installments), and at such time as the Committee
shall determine. All dividends or dividend equivalents which are not paid
currently may, at the Committee's discretion, accrue interest or be reinvested
into additional shares of Common Stock.

SECTION 8.03 ACCELERATION OF OTHERWISE UNEXERCISABLE OPTIONS ON DEATH,
DISABILITY OR OTHER SPECIAL CIRCUMSTANCES. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment due to a
Disability, (ii) the personal representative of a deceased Participant, or (iii)
any other Participant who terminates employment upon the occurrence of special
circumstances (as determined by the Committee) to purchase all or any part of
the shares subject to any unvested Award on the date of the Participant's
Disability, death, or as the Committee otherwise so determines. With respect to
Awards which have already vested at the date of such termination or the vesting
of which is accelerated by the Committee in accordance with the foregoing
provision, the Participant or the personal representative of a deceased
Participant shall automatically have the right to exercise such vested Awards
within three months of such date of termination of employment or one year in the
case of a Participant suffering a Disability or three years in the case of a
deceased Participant.

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SECTION 8.04 LIMITED TRANSFERABILITY. The Committee may, in its discretion,
authorize all or a portion of the Nonqualified Stock Options to be granted under
this Plan to be on terms which permit transfer by the Participant to (i) the
ex-spouse of the Participant pursuant to the terms of a domestic relations
order, (ii) the spouse, children or grandchildren of the Participant ("Immediate
Family Members"), (iii) a trust or trusts for the exclusive benefit of such
Immediate Family Members, or (iv) a partnership in which such Immediate Family
Members are the only partners. In addition (x) there may be no consideration for
any such transfer, (y) the Award Agreement pursuant to which such Nonqualified
Stock Options are granted must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this paragraph, and (z)
subsequent transfers of transferred Nonqualified Stock Options shall be
prohibited except as set forth below in this Section 8.04. Following transfer,
any such Nonqualified Stock Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Section 8.03 hereof the term "Participant" shall be deemed
to refer to the transferee. The events of termination of employment of Section
8.03 hereof shall continue to be applied with respect to the original
Participant, following which the Options shall be exercisable by the transferee
only to the extent, and for the periods specified in Section 8.03 hereof. No
transfer pursuant to this paragraph 8.04 shall be effective to bind the Company
unless the Company shall have been furnished with written notice of such
transfer together with such other documents regarding the transfer as the
Committee shall request. In addition, Options shall be transferable by will or
the laws of descent and distribution; however, no such transfer of an Option by
the Participant shall be effective to bind the Company unless the Company shall
have been furnished with written notice of such transfer and an authenticated
copy of the will and/or such other evidence as the Committee may deem necessary
to establish the validity of the transfer and the acceptance by the transferee
of the terms and conditions of such Option.

SECTION 8.05 WITHHOLDING TAXES. A Participant must pay the amount of taxes
required by law upon the exercise or payment of an Award (i) in cash, (ii) by
delivering to the Company shares of Common Stock having a Fair Market Value on
the date of payment equal to the amount of such required withholding taxes, or
(iii) a combination of the foregoing.

SECTION 8.06 AMENDMENTS TO AWARDS. The Committee may at any time unilaterally
amend the terms of any Award Agreement, whether or not presently exercisable,
earned, paid or vested, to the extent it deems appropriate, including by example
and not by limitation, the acceleration of vesting of Awards; provided, however,
that any such amendment which is adverse to the Participant shall require the
Participant's consent.

SECTION 8.07 SECURITIES LAWS. The Company shall have no obligation to issue or
deliver certificates representing shares of Common Stock subject to Awards if
such issuance or delivery would violate any federal or state securities or other
laws or prior to:

         (a) the obtaining of any approval from, or satisfaction of any waiting
         period or other condition imposed by, any governmental agency which the
         Committee shall, in its sole discretion, determine to be necessary or
         advisable; and

         (b) the completion of any registration or other qualification of such
         shares under any state or Federal law or ruling of any governmental
         body which the Committee shall, in its sole discretion, determine to be
         necessary or advisable.

SECTION 8.08 RIGHT TO CONTINUED EMPLOYMENT. Participation in the Plan shall not
give any Director any right to remain a Director of the Company or any Eligible
Employee any right to remain in the employ of the Company, any Subsidiary or any
Affiliated Entity. The adoption of this Plan shall not be deemed to give any
Director, Eligible Employee or any other individual any right to be selected as
a Participant or to be granted an Award.

SECTION 8.09 RELIANCE ON REPORTS. Each member of the Committee and each member
of the Board shall be fully justified in relying or acting in good faith upon
any report made by the independent public accountants of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself. In no event shall any person
who is or shall have been a member of the Committee or of the Board be liable
for any determination made or other action taken or any omission to act in
reliance upon any such report or information or for any action taken, including
the furnishing of information, or failure to act, if in good faith.

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SECTION 8.10 CONSTRUCTION. Masculine pronouns and other words of masculine
gender shall refer to both men and women.

SECTION 8.11 GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Oklahoma except as superseded by
applicable Federal law.


                                   ARTICLE IX

                   Acceleration of Options on Corporate Event

If the Company shall, pursuant to action by the Board, at any time propose to
dissolve or liquidate or merge into, consolidate with, or sell or otherwise
transfer all or substantially all of its assets to another corporation
("Transaction") and provision is not made pursuant to the terms of such
Transaction for the assumption by the surviving, resulting or acquiring
corporation of outstanding Options under the Plan, or for the substitution of
new options therefor, the Committee shall cause written notice of the proposed
Transaction to be given to each Participant no less than forty days prior to the
anticipated effective date of the proposed Transaction, and his Option shall
become 100% vested and, prior to a date specified in such notice, which shall be
not more than ten days prior to the anticipated effective date of the proposed
Transaction, each Participant shall have the right to exercise his Option to
purchase any or all of the Common Stock then subject to such Option. Each
Participant, by so notifying the Company in writing, may, in exercising his
Option, condition such exercise upon, and provide that such exercise shall
become effective at the time of, but immediately prior to, the consummation of
the Transaction, in which event such Participant need not make payment for the
Common Stock to be purchased upon exercise of such Option until five days after
written notice by the Company to such Participant that the Transaction has been
consummated. If the Transaction is consummated, each Option, to the extent not
previously exercised prior to the date specified in the foregoing notice, shall
terminate on the effective date of such consummation. If the Transaction is
abandoned, (i) any Common Stock not purchased upon exercise of such Option shall
continue to be available for purchase in accordance with the other provisions of
the Plan and (ii) to the extent that any Option not exercised prior to such
abandonment shall have vested solely by operation of this Article IX, such
vesting shall be deemed annulled, and the vesting schedule set forth in the
Participant's Option Agreement shall be reinstituted, as of the date of such
abandonment.



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