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                                                                   Exhibit 10.19

                              MOLDFLOW CORPORATION

                      2000 STOCK OPTION AND INCENTIVE PLAN


SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

       The name of the plan is the Moldflow Corporation 2000 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers, employees, Independent Directors and other key persons (including
consultants) of Moldflow Corporation (the "Company") and its Subsidiaries upon
whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests
with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.

       The following terms shall be defined as set forth below:

       "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

       "ADMINISTRATOR" is defined in Section 2(a).

       "AWARD" or "AWARDS," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Deferred Stock Awards, Restricted Stock
Awards, Unrestricted Stock Awards, Performance Share Awards and Dividend
Equivalent Rights.

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

       "CHANGE OF CONTROL" is defined in Section 17.

       "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

       "COMMITTEE" means the Committee of the Board referred to in Section 2.

       "COVERED EMPLOYEE" means an employee who is a "Covered Employee" within
the meaning of Section 162(m) of the Code.

       "DEFERRED STOCK AWARD" means Awards granted pursuant to Section 8.

       "DIVIDEND EQUIVALENT RIGHT" means Awards granted pursuant to Section 12.

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       "EFFECTIVE DATE" means the date on which the Plan is approved by
stockholders as set forth in Section 19.

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

       "FAIR MARKET VALUE" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Administrator; provided,
however, that if the Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("Nasdaq"), Nasdaq National
System or a national securities exchange, the determination shall be made by
reference to market quotations. If there are no market quotations for such date,
the determination shall be made by reference to the last date preceding such
date for which there are market quotations; provided further, however, that if
the date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on Nasdaq or on a national securities
exchange, the Fair Market Value shall be the "Price to the Public" (or
equivalent) set forth on the cover page for the final prospectus relating to the
Company's Initial Public Offering.

       "INCENTIVE STOCK OPTION" means any Stock Option designated and qualified
as an "incentive stock option" as defined in Section 422 of the Code.

       "INDEPENDENT DIRECTOR" means a member of the Board who is not also an
employee of the Company or any Subsidiary.

       "INITIAL PUBLIC OFFERING" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act, other than on Forms S-4 or S-8 or their
then equivalents, covering the offer and sale by the Company of its equity
securities, or such other event as a result of or following which the Stock
shall be publicly held.

       "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

       "OPTION" or "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5.

       "PERFORMANCE SHARE AWARD" means Awards granted pursuant to Section 10.

       "PERFORMANCE CYCLE" means one or more periods of time, which may be of
varying and overlapping durations, as the Administrator may select, over which
the attainment of one or more performance criteria will be measured for the
purpose of determining a grantee's right to and the payment of a Performance
Share Award, Restricted Stock Award or Deferred Stock Award.

       "RESTRICTED STOCK AWARD" means Awards granted pursuant to Section 7.


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       "STOCK" means the Common Stock, par value $.01 per share, of the Company,
subject to adjustments pursuant to Section 3.

       "STOCK APPRECIATION RIGHT" means any Award granted pursuant to Section 6.

       "SUBSIDIARY" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing fifty percent (50%) or more of the economic interest or the total
combined voting power of all classes of stock or other interests in one of the
other corporations or entities in the chain.

       "UNRESTRICTED STOCK AWARD" means any Award granted pursuant to Section 9.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES
           AND DETERMINE AWARDS


       (a) COMMITTEE. The Plan shall be administered by either the Board or a
committee of not less than two Independent Directors (in either case, the
"Administrator").

       (b) POWERS OF ADMINISTRATOR. The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

            (i) to select the individuals to whom Awards may from time to time
       be granted;

            (ii) to determine the time or times of grant, and the extent, if
       any, of Incentive Stock Options, Non-Qualified Stock Options, Stock
       Appreciation Rights, Restricted Stock Awards, Deferred Stock Awards,
       Unrestricted Stock Awards, Performance Share Awards and Dividend
       Equivalent Rights, or any combination of the foregoing, granted to any
       one or more grantees;

            (iii) to determine the number of shares of Stock to be covered by
       any Award;

            (iv) to determine and modify from time to time the terms and
       conditions, including restrictions, not inconsistent with the terms of
       the Plan, of any Award, which terms and conditions may differ among
       individual Awards and grantees, and to approve the form of written
       instruments evidencing the Awards;

            (v) to accelerate at any time the exercisability or vesting of all
       or any portion of any Award;

            (vi) subject to the provisions of Section 5(a)(ii), to extend at any
       time the period in which Stock Options may be exercised;


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            (vii) to determine at any time whether, to what extent, and under
       what circumstances distribution or the receipt of Stock and other amounts
       payable with respect to an Award shall be deferred either automatically
       or at the election of the grantee and whether and to what extent the
       Company shall pay or credit amounts constituting interest (at rates
       determined by the Administrator) or dividends or deemed dividends on such
       deferrals; and

            (viii) at any time to adopt, alter and repeal such rules, guidelines
       and practices for administration of the Plan and for its own acts and
       proceedings as it shall deem advisable; to interpret the terms and
       provisions of the Plan and any Award (including related written
       instruments); to make all determinations it deems advisable for the
       administration of the Plan; to decide all disputes arising in connection
       with the Plan; and to otherwise supervise the administration of the Plan.

       All decisions and interpretations of the Administrator shall be binding
on all persons, including the Company and Plan grantees.

       (c) DELEGATION OF AUTHORITY TO GRANT AWARDS. The Administrator, in its
discretion, may delegate to the Chief Executive Officer of the Company all or
part of the Administrator's authority and duties with respect to the granting of
Awards at Fair Market Value, to individuals who are not subject to the reporting
and other provisions of Section 16 of the Exchange Act or "covered employees"
within the meaning of Section 162(m) of the Code. The Chief Executive Officer
shall be deemed a one-person committee of the Board. Any such delegation by the
Administrator shall include a limitation as to the amount of Awards that may be
granted during the period of the delegation and shall contain guidelines as to
the determination of the exercise price of any Stock Option or Stock
Appreciation Right, the conversion ratio or price of other Awards and the
vesting criteria. The Administrator may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Administrator's delegate or delegates that were consistent with the terms of
the Plan.

       (d) INDEMNIFICATION. Neither the Board nor the Committee, nor any member
of either or any delegatee thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and the Committee (and any delegatee
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys' fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors' and officers'
liability insurance coverage which may be in effect from time to time.


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SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

       (a) STOCK ISSUABLE. Subject to adjustment as provided in Section 3(b),
the maximum number of shares of Stock reserved and available for issuance under
the Plan shall be such aggregate number of shares of Stock as does not exceed
the sum of (i) 3,673,536 shares (an increase of 1,500,000 shares from the
originally reserved and available number of 2,000,000 shares, plus 173,536
shares pursuant to the evergreen provision through and including the six-month
period ended June 30, 2002); plus (ii) as of each June 30 and December 31, an
additional positive number equal to twenty percent (20%) of the shares of stock
issued by the Company during the six-month period then ended; provided, however,
that the maximum number of shares of Stock for which Incentive Stock Options may
be granted under the Plan shall not exceed 3,500,000 shares. For purposes of
this limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares
of Stock available for issuance under the Plan. Subject to such overall
limitation, shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award; provided, however, that from and after the date
grants under the Plan become subject to Section 162(m) of the Code, Stock
Options or Stock Appreciation Rights with respect to no more than 1,000,000
shares of Stock may be granted to any one individual grantee during any one
calendar year period. The shares available for issuance under the Plan may be
authorized but unissued shares of Stock or shares of Stock reacquired by the
Company and held in its treasury.

       (b) CHANGES IN STOCK. Subject to Section 3(c) hereof, if, as a result of
any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or
consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for a different
number or kind of securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Administrator shall make an appropriate or
proportionate adjustment in (i) the maximum number of shares reserved for
issuance under the Plan, (ii) the number of Stock Options or Stock Appreciation
Rights that can be granted to any one individual grantee and the maximum number
of shares that may be granted under a Performance-based Award, (iii) the number
and kind of shares or other securities subject to any then outstanding Awards
under the Plan, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (v) the price for each share subject to any then
outstanding Stock Options and Stock Appreciation Rights under the Plan, without
changing the aggregate exercise price (i.e., the exercise price multiplied by
the number of Stock Options and Stock Appreciation Rights) as to which such
Stock Options and Stock Appreciation Rights remain exercisable. The adjustment
by the Administrator shall be final, binding and conclusive. No fractional
shares of Stock shall be issued under the Plan resulting from any such
adjustment, but the Administrator in its discretion may make a cash payment in
lieu of fractional shares.


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       The Administrator may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Administrator that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the grantee, if it would constitute a modification, extension or
renewal of the Option within the meaning of Section 424(h) of the Code.

       (c) MERGERS AND OTHER TRANSACTIONS. In the case of and subject to the
consummation of (i) the dissolution or liquidation of the Company, (ii) the sale
of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (iii) a merger, reorganization or
consolidation in which the outstanding shares of Stock are converted into or
exchanged for a different kind of securities of the successor entity and the
holders of the Company's outstanding voting power immediately prior to such
transaction do not own a majority of the outstanding voting power of the
successor entity immediately upon completion of such transaction, or (iv) the
sale of all of the Stock of the Company to an unrelated person or entity (in
each case, a "Sale Event"), the Plan and all outstanding Awards granted
hereunder shall terminate, unless provision is made in connection with the Sale
Event in the sole discretion of the parties thereto for the assumption or
continuation of Awards theretofore granted by the successor entity, or the
substitution of such Awards with new Awards of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and, if
appropriate, the per share exercise prices, as such parties shall agree (after
taking into account any acceleration hereunder). The Administrator, in its
discretion, may specify in any particular Award or determine in connection with
any Sale Event that: (x) any Options and Stock Appreciation Rights that are not
exercisable immediately prior to the effective time of the Sale Event shall
become fully exercisable as of the effective time of the Sale Event; and/or (y)
any other Awards shall become fully vested and nonforfeitable as of the
effective time of the Sale Event.

       Notwithstanding anything to the contrary in this Section 3.2(c), in the
event of a Sale Event pursuant to which holders of the Stock of the Company will
receive upon consummation thereof a cash payment for each share surrendered in
the Sale Event, the Company shall have the right, but not the obligation, to
make or provide for a cash payment to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount
equal to the difference between (A) the value as determined by the Administrator
of the consideration payable per share of Stock pursuant to the Sale Event (the
"Sale Price") times the number of shares of Stock subject to outstanding Options
and Stock Appreciation Rights (to the extent then exercisable at prices not in
excess of the Sale Price) and (B) the aggregate exercise price of all such
outstanding Options and Stock Appreciation Rights.

       (d) SUBSTITUTE AWARDS. The Administrator may grant Awards under the Plan
in substitution for stock and stock based awards held by employees, directors or
other key persons of another corporation in connection with the merger or
consolidation of the employing corporation with the Company or a Subsidiary or
the acquisition by the Company or a Subsidiary of property or stock of the
employing corporation. The Administrator may direct that the


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substitute awards be granted on such terms and conditions as the Administrator
considers appropriate in the circumstances. Any substitute Awards granted under
the Plan shall not count against the share limitation set forth in Section 3(a).

SECTION 4. ELIGIBILITY

       Grantees under the Plan will be such full or part-time officers and other
employees, Independent Directors and key persons (including consultants and
prospective employees) of the Company and its Subsidiaries as are selected from
time to time by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

       Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

       Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be
deemed a Non-Qualified Stock Option.

       No Incentive Stock Option shall be granted under the Plan after February
24, 2010.

       (a) STOCK OPTIONS GRANTED TO EMPLOYEES AND KEY PERSONS. The Administrator
in its discretion may grant Stock Options to eligible employees and key persons
of the Company or any Subsidiary. Stock Options granted pursuant to this Section
5(a) shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable. If the Administrator so
determines, Stock Options may be granted in lieu of cash compensation at the
optionee's election, subject to such terms and conditions as the Administrator
may establish.

            (i) EXERCISE PRICE. The exercise price per share for the Stock
       covered by a Stock Option granted pursuant to this Section 5(a) shall be
       determined by the Administrator at the time of grant but shall not be
       less than one hundred percent (100%) of the Fair Market Value on the date
       of grant in the case of Incentive Stock Options or Non-Qualified Stock
       Options (other than options granted in lieu of cash compensation). If an
       employee owns or is deemed to own (by reason of the attribution rules of
       Section 424(d) of the Code) more than ten percent (10%) of the combined
       voting power of all classes of stock of the Company or any parent or
       subsidiary corporation and an Incentive Stock Option is granted to such
       employee, the option price of such Incentive Stock Option shall be not
       less than one hundred ten percent (110%) of the Fair Market Value on the
       grant date.


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            (ii) OPTION TERM. The term of each Stock Option shall be fixed by
       the Administrator, but no Stock Option shall be exercisable more than ten
       (10) years after the date the Stock Option is granted. If an employee
       owns or is deemed to own (by reason of the attribution rules of Section
       424(d) of the Code) more than ten percent (10%) of the combined voting
       power of all classes of stock of the Company or any parent or subsidiary
       corporation and an Incentive Stock Option is granted to such employee,
       the term of such Stock Option shall be no more than five (5) years from
       the date of grant.

            (iii) EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock Options shall
       become exercisable at such time or times, whether or not in installments,
       as shall be determined by the Administrator at or after the grant date.
       The Administrator may at any time accelerate the exercisability of all or
       any portion of any Stock Option. An optionee shall have the rights of a
       stockholder only as to shares acquired upon the exercise of a Stock
       Option and not as to unexercised Stock Options.

            (iv) METHOD OF EXERCISE. Stock Options may be exercised in whole or
       in part, by giving written notice of exercise to the Company, specifying
       the number of shares to be purchased. Payment of the purchase price may
       be made by one or more of the following methods to the extent provided in
       the Option Award agreement:

                 (A) In cash, by certified or bank check or other instrument
            acceptable to the Administrator;

                 (B) Through the delivery (or attestation to the ownership) of
            shares of Stock that have been purchased by the optionee on the open
            market or that have been beneficially owned by the optionee for at
            least six (6) months and are not then subject to restrictions under
            any Company plan. Such surrendered shares shall be valued at Fair
            Market Value on the exercise date;

                 (C) By the optionee delivering to the Company a properly
            executed exercise notice together with irrevocable instructions to a
            broker to promptly deliver to the Company cash or a check payable
            and acceptable to the Company for the purchase price; provided that
            in the event the optionee chooses to pay the purchase price as so
            provided, the optionee and the broker shall comply with such
            procedures and enter into such agreements of indemnity and other
            agreements as the Administrator shall prescribe as a condition of
            such payment procedure; or

                 (D) By the optionee delivering to the Company a promissory note
            if the Board has expressly authorized the loan of funds to the
            optionee for the purpose of enabling or assisting the optionee to
            effect the exercise of his Stock Option; provided that at least so
            much of the exercise price as represents the par value of the Stock
            shall be paid other than with a promissory note if otherwise
            required by state law.


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       Payment instruments will be received subject to collection. The delivery
       of certificates representing the shares of Stock to be purchased pursuant
       to the exercise of a Stock Option will be contingent upon receipt from
       the optionee (or a purchaser acting in his stead in accordance with the
       provisions of the Stock Option) by the Company of the full purchase price
       for such shares and the fulfillment of any other requirements contained
       in the Option Award agreement or applicable provisions of laws. In the
       event an optionee chooses to pay the purchase price by previously-owned
       shares of Stock through the attestation method, the number of shares of
       Stock transferred to the optionee upon the exercise of the Stock Option
       shall be net of the number of shares attested to.

            (v) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required
       for "incentive stock option" treatment under Section 422 of the Code, the
       aggregate Fair Market Value (determined as of the time of grant) of the
       shares of Stock with respect to which Incentive Stock Options granted
       under this Plan and any other plan of the Company or its parent and
       subsidiary corporations become exercisable for the first time by an
       optionee during any calendar year shall not exceed $100,000. To the
       extent that any Stock Option exceeds this limit, it shall constitute a
       Non-Qualified Stock Option.

       (b) RELOAD OPTIONS. At the discretion of the Administrator, Options
granted under the Plan may include a "reload" feature pursuant to which an
optionee exercising an option by the delivery of a number of shares of Stock in
accordance with Section 5(a)(iv)(B) hereof would automatically be granted an
additional Option (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional Option is granted and with such other terms as
the Administrator may provide) to purchase that number of shares of Stock equal
to the sum of (i) the number delivered to exercise the original Option and (ii)
the number withheld to satisfy tax liabilities, with an Option term equal to the
remainder of the original Option term unless the Administrator otherwise
determines in the Award agreement for the original Option grant.

       (c) STOCK OPTIONS GRANTED TO INDEPENDENT DIRECTORS.

            (i) AUTOMATIC GRANT OF OPTIONS.

                 (A) Each person who is an Independent Director on the effective
            date of the Initial Public Offering shall be granted a Non-Qualified
            Stock Option to acquire 10,000 shares of Stock.

                 (B) Each Independent Director who is first elected to serve as
            a Director after the Initial Public Offering shall be granted, on
            the fifth business day after his election, a Non-Qualified Stock
            Option to acquire 10,000 shares of Stock.

                 (C) Each Independent Director who is serving as Director of the
            Company on the fifth business day after every second annual meeting
            of shareholders, beginning with the 2002 annual meeting, shall
            automatically be


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            granted on such day a Non-Qualified Stock Option to acquire 10,000
            shares of Stock.

                 (D) The exercise price per share for the Stock covered by a
            Stock Option granted under this Section 5(c) shall be equal to the
            Fair Market Value of the Stock on the date the Stock Option is
            granted.

            (ii) EXERCISE; TERMINATION.

                 (A) Unless otherwise determined by the Administrator, an Option
            granted under Section 5(c) shall be exercisable as to fifty percent
            (50%) of the shares of Stock covered thereby as of the first
            anniversary of the grant date, and shall become exercisable as to
            the remaining fifty percent (50%) of the shares of Stock covered
            thereby as of the second anniversary of the grant date. An Option
            issued under this Section 5(c) shall not be exercisable after the
            expiration of ten (10) years from the date of grant.

                 (B) Options granted under this Section 5(c) may be exercised
            only by written notice to the Company specifying the number of
            shares to be purchased. Payment of the full purchase price of the
            shares to be purchased may be made by one or more of the methods
            specified in Section 5(a)(iv). An optionee shall have the rights of
            a stockholder only as to shares acquired upon the exercise of a
            Stock Option and not as to unexercised Stock Options.

       (d) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee, or by the optionee's legal representative or
guardian in the event of the optionee's incapacity. Notwithstanding the
foregoing, the Administrator, in its sole discretion, may provide in the Award
agreement regarding a given Option that the optionee may transfer his
Non-Qualified Stock Options to members of his immediate family, to trusts for
the benefit of such family members, or to partnerships in which such family
members are the only partners, provided that the transferee agrees in writing
with the Company to be bound by all of the terms and conditions of this Plan and
the applicable Option.


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SECTION 6. STOCK APPRECIATION RIGHTS.


       (a) NATURE OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an
Award entitling the recipient to receive an amount in cash or shares of Stock or
a combination thereof having a value equal to the excess of the Fair Market
Value of the Stock on the date of exercise over the exercise price Stock
Appreciation Right, which price shall not be less than eighty-five percent (85%)
of the Fair Market Value of the Stock on the date of grant (or more than the
option exercise price per share, if the Stock Appreciation Right was granted in
tandem with a Stock Option) multiplied by the number of shares of Stock with
respect to which the Stock Appreciation Right shall have been exercised, with
the Administrator having the right to determine the form of payment.

       (b) GRANT AND EXERCISE OF STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights may be granted by the Administrator in tandem with, or independently of,
any Stock Option granted pursuant to Section 5 of the Plan. In the case of a
Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option,
such Stock Appreciation Right may be granted either at or after the time of the
grant of such Option. In the case of a Stock Appreciation Right granted in
tandem with an Incentive Stock Option, such Stock Appreciation Right may be
granted only at the time of the grant of the Option.

       A Stock Appreciation Right or applicable portion thereof granted in
tandem with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option.

       (c) TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights shall be subject to such terms and conditions as shall be determined from
time to time by the Administrator, subject to the following:

            (i) Stock Appreciation Rights granted in tandem with Options shall
       be exercisable at such time or times and to the extent that the related
       Stock Options shall be exercisable.

            (ii) Upon exercise of a Stock Appreciation Right, the applicable
       portion of any related Option shall be surrendered.

            (iii) All Stock Appreciation Rights shall be exercisable during the
       grantee's lifetime only by the grantee or the grantee's legal
       representative.


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SECTION 7. RESTRICTED STOCK AWARDS

       (a) NATURE OF RESTRICTED STOCK AWARDS. A Restricted Stock Award is an
Award entitling the recipient to acquire, at such purchase price as determined
by the Administrator, shares of Stock subject to such restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock"). Conditions may be based on continuing employment (or other service
relationship) and/or achievement of pre-established performance goals and
objectives. The grant of a Restricted Stock Award is contingent on the grantee
executing the Restricted Stock Award agreement. The terms and conditions of each
such agreement shall be determined by the Administrator, and such terms and
conditions may differ among individual Awards and grantees.

       (b) RIGHTS AS A STOCKHOLDER. Upon execution of a written instrument
setting forth the Restricted Stock Award and payment of any applicable purchase
price, a grantee shall have the rights of a stockholder with respect to the
voting of the Restricted Stock, subject to such conditions contained in the
written instrument evidencing the Restricted Stock Award. Unless the
Administrator shall otherwise determine, certificates evidencing the Restricted
Stock shall remain in the possession of the Company until such Restricted Stock
is vested as provided in Section 7(d) below, and the grantee shall be required,
as a condition of the grant, to deliver to the Company a stock power endorsed in
blank.

       (c) RESTRICTIONS. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Stock Award agreement. If a
grantee's employment (or other service relationship) with the Company and its
Subsidiaries terminates for any reason, the Company shall have the right to
repurchase Restricted Stock that has not vested at the time of termination at
its original purchase price, from the grantee or the grantee's legal
representative.

       (d) VESTING OF RESTRICTED STOCK. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Notwithstanding the foregoing, in the
event that any such Restricted Stock shall have a performance based goal, the
restriction period with respect to such shares shall not be less than 1 year and
in the event that any such Restricted Stock shall have a time based restriction,
the restriction period with respect to such shares shall not be less than 3
years. Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and
shall be deemed "vested." Except as may otherwise be provided by the
Administrator either in the Award agreement or, subject to Section 15 below, in
writing after the Award agreement is issued, a grantee's rights in any shares of
Restricted Stock that have not vested shall automatically terminate upon the
grantee's termination of employment (or other service relationship) with the
Company and its Subsidiaries and such shares shall be subject to the Company's
right of repurchase as provided in Section 7(c) above.


                                       12
<PAGE>


       (e) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The Restricted Stock
Award agreement may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.

SECTION 8. DEFERRED STOCK AWARDS

       (a) NATURE OF DEFERRED STOCK AWARDS. A Deferred Stock Award is an Award
of phantom stock units to a grantee, subject to restrictions and conditions as
the Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other service relationship) and/or achievement of
pre-established performance goals and objectives. The grant of a Deferred Stock
Award is contingent on the grantee executing the Deferred Stock Award agreement.
The terms and conditions of each such agreement shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards
and grantees. Notwithstanding the foregoing, in the event that the vesting of
any such Deferred Stock Award is subject to the attainment of a performance
based goal, the vesting period with respect to such award shall not be less than
1 year and in the event that the vesting of any such Deferred Stock Award shall
be time-based, the vesting period with respect to such award shall not be less
than 3 years. At the end of the deferral period, the Deferred Stock Award, to
the extent vested, shall be paid to the grantee in the form of shares of Stock.

       (b) ELECTION TO RECEIVE DEFERRED STOCK AWARDS IN LIEU OF COMPENSATION.
The Administrator may, in its sole discretion, permit a grantee to elect to
receive a portion of the cash compensation or Restricted Stock Award otherwise
due to such grantee in the form of a Deferred Stock Award. Any such election
shall be made in writing and shall be delivered to the Company no later than the
date specified by the Administrator and in accordance with rules and procedures
established by the Administrator. The Administrator shall have the sole right to
determine whether and under what circumstances to permit such elections and to
impose such limitations and other terms and conditions thereon as the
Administrator deems appropriate.

       (c) RIGHTS AS A STOCKHOLDER. During the deferral period, a grantee shall
have no rights as a stockholder; provided, however, that the grantee may be
credited with Dividend Equivalent Rights with respect to the phantom stock units
underlying his Deferred Stock Award, subject to such terms and conditions as the
Administrator may determine.

       (d) RESTRICTIONS. A Deferred Stock Award may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of during the deferral
period.

       (e) TERMINATION. Except as may otherwise be provided by the Administrator
either in the Award agreement or, subject to Section 15 below, in writing after
the Award agreement is issued, a grantee's right in all Deferred Stock Awards
that have not vested shall automatically terminate upon the grantee's
termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.


                                       13
<PAGE>


SECTION 9. UNRESTRICTED STOCK AWARDS

       GRANT OR SALE OF UNRESTRICTED STOCK. The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award to any grantee pursuant to
which such grantee may receive shares of Stock free of any restrictions
("Unrestricted Stock") under the Plan. Unrestricted Stock Awards must be granted
in lieu of cash compensation due to such grantee.

SECTION 10. PERFORMANCE SHARE AWARDS

       (a) NATURE OF PERFORMANCE SHARE AWARDS. A Performance Share Award is an
Award entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Administrator may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. The Administrator in its sole discretion shall determine whether and to
whom Performance Share Awards shall be made, the performance goals, the periods
during which performance is to be measured, and all other limitations and
conditions. The performance period shall not be less than 1 year.

       (b) RIGHTS AS A STOCKHOLDER. A grantee receiving a Performance Share
Award shall have the rights of a stockholder only as to shares actually received
by the grantee under the Plan and not with respect to shares subject to the
Award but not actually received by the grantee. A grantee shall be entitled to
receive a stock certificate evidencing the acquisition of shares of Stock under
a Performance Share Award only upon satisfaction of all conditions specified in
the Performance Share Award agreement (or in a performance plan adopted by the
Administrator).

       (c) TERMINATION. Except as may otherwise be provided by the Administrator
either in the Award agreement or, subject to Section 15 below, in writing after
the Award agreement is issued, a grantee's rights in all Performance Share
Awards shall automatically terminate upon the grantee's termination of
employment (or cessation of service relationship) with the Company and its
Subsidiaries for any reason.

       (d) ACCELERATION, WAIVER, ETC. At any time prior to the grantee's
termination of employment (or other service relationship) by the Company and its
Subsidiaries, the Administrator may in its sole discretion accelerate, waive or,
subject to Section 15, amend any or all of the goals, restrictions or conditions
applicable to a Performance Share Award.

SECTION 11. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

       Notwithstanding anything to the contrary contained herein, if any
Restricted Stock Award, Deferred Stock Award or Performance Share Award granted
to a Covered Employee is intended to qualify as "Performance-based Compensation"
under Section 162(m) of the Code and the regulations promulgated thereunder (a
"Performance-based Award"), such Award shall comply with the provisions set
forth below:


                                       14
<PAGE>


       (a) PERFORMANCE CRITERIA. The performance criteria used in performance
goals governing Performance-based Awards granted to Covered Employees may
include any or all of the following: (i) the Company's return on equity, assets,
capital or investment, (ii) pre-tax or after-tax profit levels of the Company or
any Subsidiary, a division, an operating unit or a business segment of the
Company, or any combination of the foregoing; (iii) cash flow, funds from
operations or similar measure; (iv) total shareholder return; (v) changes in the
market price of the Stock; (vi) sales or market share; or (vii) earnings per
share.

       (b) GRANT OF PERFORMANCE-BASED AWARDS. With respect to each
Performance-based Award granted to a Covered Employee, the Committee shall
select, within the first ninety (90) days of a Performance Cycle (or, if
shorter, within the maximum period allowed under Section 162(m) of the Code) the
performance criteria for such grant, and the achievement targets with respect to
each performance criterion (including a threshold level of performance below
which no amount will become payable with respect to such Award). Each
Performance-based Award will specify the amount payable, or the formula for
determining the amount payable, upon achievement of the various applicable
performance targets. The performance criteria established by the Committee may
be (but need not be) different for each Performance Cycle and different goals
may be applicable to Performance-based Awards to different Covered Employees.

       (c) PAYMENT OF PERFORMANCE-BASED AWARDS. Following the completion of a
Performance Cycle, the Committee shall meet to review and certify in writing
whether, and to what extent, the performance criteria for the Performance Cycle
have been achieved and, if so, to also calculate and certify in writing the
amount of the Performance-based Awards earned for the Performance Cycle. The
Committee shall then determine the actual size of each Covered Employee's
Performance-based Award, and, in doing so, may reduce or eliminate the amount of
the Performance-based Award for a Covered Employee if, in its sole judgment,
such reduction or elimination is appropriate.

       (d) MAXIMUM AWARD PAYABLE. The maximum Performance-based Award payable to
any one Covered Employee under the Plan for a Performance Cycle is 500,000
Shares (subject to adjustment as provided in Section 3(b) hereof).


                                       15
<PAGE>


SECTION 12. DIVIDEND EQUIVALENT RIGHTS

       (a) DIVIDEND EQUIVALENT RIGHTS. A Dividend Equivalent Right is an
Award entitling the grantee to receive credits based on cash dividends that
would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other award to which it relates) if such shares had been
issued to and held by the grantee. A Dividend Equivalent Right may be granted
hereunder to any grantee as a component of another Award or as a freestanding
award. The terms and conditions of Dividend Equivalent Rights shall be
specified in the Award agreement. Dividend equivalents credited to the holder
of a Dividend Equivalent Right may be paid currently or may be deemed to be
reinvested in additional shares of Stock, which may thereafter accrue
additional equivalents. Any such reinvestment shall be at Fair Market Value
on the date of reinvestment or such other price as may then apply under a
dividend reinvestment plan sponsored by the Company, if any. Dividend
Equivalent Rights may be settled in cash or shares of Stock or a combination
thereof, in a single installment or installments. A Dividend Equivalent Right
granted as a component of another Award may provide that such Dividend
Equivalent Right shall be settled upon exercise, settlement, or payment of,
or lapse of restrictions on, such other award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other award. A Dividend Equivalent Right granted as a
component of another Award may also contain terms and conditions different
from such other award.

       (b) INTEREST EQUIVALENTS. Any Award under this Plan that is settled in
whole or in part in cash on a deferred basis may provide in the grant for
interest equivalents to be credited with respect to such cash payment. Interest
equivalents may be compounded and shall be paid upon such terms and conditions
as may be specified by the grant.

       (c) TERMINATION. Except as may otherwise be provided by the Administrator
either in the Award agreement or, subject to Section 15 below, in writing after
the Award agreement is issued, a grantee's rights in all Dividend Equivalent
Rights or interest equivalents shall automatically terminate upon the grantee's
termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.

SECTION 13. TAX WITHHOLDING

       (a) PAYMENT BY GRANTEE. Each grantee shall, no later than the date as of
which the value of an Award or of any Stock or other amounts received thereunder
first becomes includable in the gross income of the grantee for Federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld with respect to such income. The Company and
its Subsidiaries shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the grantee. The
Company's obligation to deliver stock certificates to any grantee is subject to
and conditioned on tax obligations being satisfied by the grantee.

       (b) PAYMENT IN STOCK. Subject to approval by the Administrator, a grantee
may elect to have the minimum required tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a


                                       16
<PAGE>


number of shares with an aggregate Fair Market Value (as of the date the
withholding is effected) that would satisfy the withholding amount due, or (ii)
transferring to the Company shares of Stock owned by the grantee with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.

SECTION 14. TRANSFER, LEAVE OF ABSENCE, ETC.

       For purposes of the Plan, the following events shall not be deemed a
termination of employment:

       (a) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or

       (b) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.

SECTION 15. AMENDMENTS AND TERMINATION

       The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no
such action shall adversely affect rights under any outstanding Award without
the holder's consent. If and to the extent determined by the Administrator to be
required by the Code to ensure that Incentive Stock Options granted under the
Plan are qualified under Section 422 of the Code or to ensure that compensation
earned under Awards qualifies as performance-based compensation under Section
162(m) of the Code, if and to the extent intended to so qualify, Plan amendments
shall be subject to approval by the Company stockholders entitled to vote at a
meeting of stockholders. All Material Plan Amendments shall be subject to
approval by the Company's stockholders entitled to vote at a meeting of
stockholders. For purposes of this Section 15, a Material Plan Amendment shall
mean any Plan amendment which would require stockholder approval pursuant to the
rules of the national securities exchange or National Association of Securities
Dealers Automated Quotation System ("Nasdaq"), on which the Company's stock is
listed at the time of such amendment. Material Plan Amendments shall be approved
by stockholders in accordance with the rules of Nasdaq or the appropriate
national securities exchange, as the case may be. Nothing in this Section 15
shall limit the Administrator's authority to take any action permitted pursuant
to Section 3(c).


                                       17
<PAGE>


SECTION 16. STATUS OF PLAN

       With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a grantee, a
grantee shall have no rights greater than those of a general creditor of the
Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.

SECTION 17. CHANGE OF CONTROL PROVISIONS

       (a) With respect to any Change of Control as defined in this Section 17,
the Administrator, in its discretion, may specify in any Award or determine in
connection with any Change of Control that:

            (i) Each outstanding Stock Option and Stock Appreciation Right shall
       automatically become fully exercisable; and/or

            (ii) Any conditions and restrictions on each outstanding Restricted
       Stock Award, Deferred Stock Award and Performance Share Award.

       (b) "Change of Control" shall mean the occurrence of any one of the
following events:

            (i) any "Person," as such term is used in Sections 13(d) and 14(d)
       of the Act (other than the Company, any of its Subsidiaries, or any
       trustee, fiduciary or other person or entity holding securities under any
       employee benefit plan or trust of the Company or any of its
       Subsidiaries), together with all "affiliates" and "associates" (as such
       terms are defined in Rule 12b-2 under the Act) of such person, shall
       become the "beneficial owner" (as such term is defined in Rule 13d-3
       under the Act), directly or indirectly, of securities of the Company
       representing forty percent (40%) or more of the combined voting power of
       the Company's then outstanding securities having the right to vote in an
       election of the Company's Board of Directors ("Voting Securities") (in
       such case other than as a result of an acquisition of securities directly
       from the Company); or

            (ii) persons who, as of the Effective Date, constitute the Company's
       Board of Directors (the "Incumbent Directors") cease for any reason,
       including, without limitation, as a result of a tender offer, proxy
       contest, merger or similar transaction, to constitute at least a majority
       of the Board, provided that any person becoming a director of the Company
       subsequent to the Effective Date shall be considered an Incumbent
       Director if such person's election was approved by or such person was
       nominated for election by either (A) a vote of at least a majority of the
       Incumbent Directors or (B) a vote of at least a majority of the Incumbent
       Directors who are members of a nominating committee comprised, in the
       majority, of Incumbent Directors; but provided further, that any such


                                       18
<PAGE>


       person whose initial assumption of office is in connection with an actual
       or threatened election contest relating to the election of members of the
       Board of Directors or other actual or threatened solicitation of proxies
       or consents by or on behalf of a Person other than the Board, including
       by reason of agreement intended to avoid or settle any such actual or
       threatened contest or solicitation, shall not be considered an Incumbent
       Director; or

            (iii) the approval by the stockholders of the Company of a
       consolidation, merger or consolidation or sale or other disposition of
       all or substantially all of the assets of the Company (a "Corporate
       Transaction") or if consummation of such Corporate Transaction is
       subject, at the time of such approval by stockholders, to the consent of
       any government or governmental agency, obtaining of such consent (either
       explicitly or implicitly by consummation); excluding , however, a
       Corporate Transaction in which the stockholders of the Company
       immediately prior to the Corporate Transaction, would, immediately after
       the Corporate Transaction, beneficially own (as such term is defined in
       Rule 13d-3 under the Act), directly or indirectly, shares representing in
       the aggregate more than fifty percent (50%) of the voting shares of the
       corporation issuing cash or securities in the Corporate Transaction (or
       of its ultimate parent corporation, if any); or

            (iv) the approval by the stockholders of any plan or proposal for
       the liquidation or dissolution of the Company.

       Notwithstanding the foregoing, a "Change of Control" shall not be deemed
to have occurred for purposes of the foregoing clause (i) solely as the result
of an acquisition of securities by the Company which, by reducing the number of
shares of Voting Securities outstanding, increases the proportionate number of
shares of Voting Securities beneficially owned by any person to forty percent
(40%) or more of the combined voting power of all then outstanding Voting
Securities; PROVIDED, HOWEVER, that if any person referred to in this sentence
shall thereafter become the beneficial owner of any additional shares of Voting
Securities (other than pursuant to a stock split, stock dividend, or similar
transaction or as a result of an acquisition of securities directly from the
Company) and immediately thereafter beneficially owns forty percent (40%) or
more of the combined voting power of all then outstanding Voting Securities,
then a "Change of Control" shall be deemed to have occurred for purposes of the
foregoing clause (i).

SECTION 18. GENERAL PROVISIONS

       (a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The
Administrator may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof.

       No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Administrator may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards as
it deems appropriate.


                                       19
<PAGE>


       (b) DELIVERY OF STOCK CERTIFICATES. Stock certificates to grantees under
this Plan shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee's last known address on
file with the Company.

       (c) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

       (d) TRADING POLICY RESTRICTIONS. Option exercises and other Awards under
the Plan shall be subject to such Company's insider trading policy, as in effect
from time to time.

       (e) LOANS TO GRANTEES. The Company shall have the authority to make loans
to grantees of Awards hereunder (including to facilitate the purchase of shares)
and shall further have the authority to issue shares for promissory notes
hereunder.

       (f) DESIGNATION OF BENEFICIARY. Each grantee to whom an Award has been
made under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment under any Award payable on or after the grantee's
death. Any such designation shall be on a form provided for that purpose by the
Administrator and shall not be effective until received by the Administrator. If
no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the
grantee's estate.

SECTION 19. EFFECTIVE DATE OF PLAN

       This Plan shall become effective upon approval by the holders of a
majority of the votes cast at a meeting of stockholders at which a quorum is
present. Subject to such approval by the stockholders and to the requirement
that no Stock may be issued hereunder prior to such approval, Stock Options and
other Awards may be granted hereunder on and after adoption of this Plan by the
Board.


                                       20
<PAGE>


SECTION 20. GOVERNING LAW

       This Plan and all Awards and actions taken thereunder shall be governed
by, and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles.

DATE APPROVED BY BOARD OF DIRECTORS: January 20, 2000, as amended on
September 17, 2002 with respect to Section 3(a) and as further amended on
November 20, 2002.

DATE APPROVED BY STOCKHOLDERS: February 24, 2000, and with respect to the
amendment of Section 3(a) on November 19, 2002.