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                                                                    EXHIBIT 10.9

                            ENTERASYS NETWORKS, INC.
                           1998 EQUITY INCENTIVE PLAN
                 (AMENDED AND RESTATED EFFECTIVE APRIL 5, 2002)

1.       INTRODUCTION; PURPOSE

         This Equity Incentive Plan (the "Plan") amends and restates the
Cabletron Systems, Inc. 1998 Equity Incentive Plan, in part to reflect the
change in name of Cabletron Systems, Inc. to Enterasys Networks, Inc. (the
"Company") and in part to make other changes. The Plan has been established and
is hereby continued to advance the interests of the Company and its subsidiaries
and affiliates by enhancing their ability to attract and retain employees and
other individuals or entities who are in a position to make significant
contributions to the success of the Company and its subsidiaries through awards
based on the Company's common stock, $.01 par value ("Stock"), and cash
incentives.

         The Plan is intended to accomplish these goals by enabling the Company
to grant awards ("Awards") in the form of Options, Stock Appreciation Rights,
Restricted Stock or Unrestricted Stock Awards, Deferred Stock Awards,
Performance Awards, Other Stock-Based Awards or loans or supplemental grants, or
combinations thereof, all as more fully described below.

2.       ADMINISTRATION

         Unless otherwise determined by the Board of Directors of the Company
(the "Board"), the Plan will be administered by a committee of the Board
designated for such purpose (the "Committee"). During such period as the Plan is
administered by the Board rather than by a committee of the Board, all
references herein to the "Committee" shall be deemed to refer to the Board.

         Except as otherwise determined by the Board (and in all events, with
respect to any action by the Committee that is intended to satisfy the
requirements for exemption under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act") or Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code")), the Committee shall
consist of at least two directors. A majority of the members of the Committee,
if more than one, shall constitute a quorum, and all determinations of the
Committee shall be made by a majority of its members (or by the sole member of
the Committee, if there is only one member). Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members (or by the Committee's
sole member, if there is only one member).

         With respect to any action by the Committee that is intended to satisfy
the requirements for exemption under Rule 16b-3 under the 1934 Act, the
Committee shall consist solely of "non-employee directors" as defined in such
Rule ("Non-Employee Directors"). With respect to any action that is intended to
qualify for the "performance-based compensation" exemption under Section 162(m)
of the Code, the Committee shall consist solely of "outside directors" as that
term is defined in Section 162(m) of the Code ("Outside Directors").
Notwithstanding the foregoing, in any circumstance described in the immediately
preceding two sentences where the Committee consists of at least two members who
qualify as Non-Employee Directors or Outside Directors, as the case may be
("Qualifying Directors"), and one or more other members who do not so qualify, a
sub-committee (the "Sub-Committee") consisting solely of the Qualifying
Directors shall act in lieu of the full Committee. Any references to the
"Committee" in this Plan shall also mean the Sub-Committee.

         The Committee will have authority, not inconsistent with the express
provisions of the Plan and in addition to other authority granted under the
Plan, to: (a) grant Awards at such time or times as it may choose; (b) determine
the size of each Award, including the number of shares of Stock subject to the
Award; (c) determine the type or types of each Award; (d) determine the terms
and conditions of each Award; (e) waive compliance by a holder of an Award with
any obligations to be performed by such holder under an Award and waive any
terms or conditions of an Award; (f) amend or cancel an existing Award in whole
or in part (and if an award is canceled, grant another Award in its place on
such terms and conditions
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as the Committee shall specify), except that the Committee may not, without the
consent of the holder of an Award, take any action under this clause with
respect to such Award if such action would adversely affect the rights of such
holder; (g) prescribe the form or forms of any instruments to be used under the
Plan, including any written notices and elections required of Participants (as
defined in Section 5), and change such forms from time to time; (h) adopt, amend
and rescind rules and regulations for the administration of the Plan; and (i)
interpret the Plan and decide any questions and settle all controversies and
disputes that may arise in connection with the Plan. Such determinations and
actions of the Committee, and all other determinations and actions of the
Committee made or taken under authority granted by any provision of the Plan,
will be conclusive and will bind all parties. Nothing in this paragraph shall be
construed as limiting the power of the Committee to make adjustments under
Sections 7.3 or 8.6.

         The Committee may delegate to one or more senior officers of the
Company who are also directors of the Company its duties under the Plan subject
to such conditions and limitations as the Committee may prescribe, except that
only the Committee may designate and make grants to Participants (i) who are
subject to Section 16 of the 1934 Act or any successor statute, including,
without limitation, decisions on timing, amount and pricing of Awards, or (ii)
who at the time of grant are (or are expected to be) "covered employees" within
the meaning of Section 162(m)(3) of the Code.

3.       TERM OF PLAN

         No Award may be granted under the Plan after May 14, 2008, but Awards
previously granted may extend beyond that date.

4.       SHARES SUBJECT TO THE PLAN

         (a) Number of Shares. Subject to adjustment as provided in Section 8.6,
the aggregate number of shares of Stock that may be delivered under the Plan
from and after its original effective date will be 19,500,0001. If any Award
requiring exercise by the Participant for delivery of Stock terminates without
having been exercised in full, or if any Award payable in Stock or cash is
satisfied in cash rather than Stock, the number of shares of Stock as to which
such Award was not exercised or for which cash was substituted will be available
for future grants.

         (b) Shares to be Delivered. Stock delivered under the Plan may be
either authorized but unissued Stock or previously issued Stock acquired by the
Company and held in treasury. No fractional shares of Stock will be delivered
under the Plan.

         (c) Special Limitations. No Participant may be granted Options or Stock
Appreciation Rights in any three-calendar-year period with respect to more than
(in the case of each such type of award) 2,000,000 shares of Stock or, if less,
the total number of shares of Stock then available for awards under the Plan.
For purposes of the preceding sentence, the regrant of a canceled Option or
Stock Appreciation Right, or the repricing of an Option or Stock Appreciation
Right, shall be treated as a separate Award to the extent required under Section
162(m)(4)(C) of the Code.

5.       ELIGIBILITY AND PARTICIPATION

         Each key employee of the Company or any of its subsidiaries or
affiliates (an "Employee") and each other individual or entity (other than
employees of the Company or any of its subsidiaries or affiliates, but
including, without limitation, directors of the Company or any of its
subsidiaries or affiliates) who, in the opinion of the Committee, is in a
position to make a significant contribution to the success of the Company or its
subsidiaries will be eligible to receive Awards under the Plan (each such
Employee, other individual or entity receiving an Award, a "Participant").
Without limiting the foregoing, Participants may also include individuals who
have accepted an offer of employment from the Company or its subsidiaries

----------------
         (1) The number of shares available for issuance under the Plan
increased from 14,500,000 to 19,500,000 effective as of December 20, 2002 upon
stockholder approval of the increase.
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or affiliates and who the Company or its subsidiaries or affiliates reasonably
believe will be key employees upon commencing such employment (each a "New
Hire").

6.       TYPES OF AWARDS

         6.1.  OPTIONS

         (a) Nature of Options. An option ("Option") is an Award giving the
recipient the right on exercise thereof to purchase Stock. Both "incentive stock
options" as defined in Section 422(b) of the Code (any Option intended to
qualify as an incentive stock option being hereinafter referred to as an "ISO")
and Options that are not ISOs may be granted under the Plan. ISOs shall be
awarded only to individuals who are employed by the Company or by a parent or
subsidiary corporation as those terms are defined in Section 424 of the Code.
Each Option awarded under the Plan shall be a non-ISO unless it is expressly
designated as an ISO at time of grant.

         (b) Exercise Price. The exercise price of an Option will be determined
by the Committee subject to the following:

                  (1) The exercise price of an ISO or an Option intended to
         qualify as performance-based compensation under Section 162(m) of the
         Code shall not be less than 100% of the fair market value of the Stock
         subject to the Option, determined as of the time the Option is granted.

                  (2) In no case may the exercise price paid for Stock which is
         part of an original issue of authorized Stock be less than the par
         value per share of the Stock.

         (c) Duration of Options. The latest date on which an Option may be
exercised will be the tenth anniversary of the day immediately preceding the
date the Option was granted, or such earlier date as may have been specified by
the Committee at the time the Option was granted.

         (d) Exercise of Options. An Option will become exercisable at such time
or times, and on such conditions, as the Committee may specify. The Committee
may at any time and from time to time accelerate the time at which all or any
part of the Option may be exercised. Except as otherwise determined by the
Committee or as required by law, there shall be added to any period taken into
account in determining the vesting or exercisability of an Option periods during
which a Participant who is an Employee is on an unpaid leave of absence (or
other unpaid absence) from the Company. For example, if a portion of an Option
would otherwise vest and/or become exercisable on the first anniversary of the
date of grant assuming that the Participant continues in employment and if,
during the one-year period immediately following the date of grant, the
Participant is given and takes an unpaid three-month leave of absence, the
portion of the Option that would otherwise have vested and/or become exercisable
on the first anniversary of the date of grant will vest and/or become
exercisable on the date which follows such anniversary by three months, assuming
continued employment by the Participant and except as otherwise determined by
the Committee, and subsequent vesting/exercisability dates will similarly be
moved back by three months. Any exercise of an Option must be in writing, signed
by the proper person and delivered or mailed to the Company, accompanied by (i)
any documents required by the Committee and (ii) payment in full in accordance
with paragraph (e) below for the number of shares for which the Option is
exercised.

         (e) Payment for Stock. Stock purchased on exercise of an Option must be
paid for as follows: (i) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company; or (ii) if so permitted by the
Committee, (A) by delivery of shares of Stock which have been held for at least
six months (unless the Committee approves a shorter period) and which have a
fair market value equal to the exercise price, (B) by delivery of a full
recourse promissory note of the Participant to the Company containing such terms
as are specified by the Committee, (C) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (D) by any combination of the
foregoing permissible forms of payment.
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         6.2.  STOCK APPRECIATION RIGHTS.

         (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right
("Stock Appreciation Right") is an Award entitling the holder on exercise to
receive an amount in cash or Stock or a combination thereof (such form to be
determined by the Committee) determined in whole or in part by reference to
appreciation, from and after the date of grant, in the fair market value of a
share of Stock. Stock Appreciation Rights may be based solely on appreciation in
the fair market value of Stock or on a comparison of such appreciation with some
other measure of market growth such as (but not limited to) appreciation in a
recognized market index. The date as of which such appreciation or other measure
is determined shall be the exercise date unless another date is specified by the
Committee.

         (b) Grant of Stock Appreciation Rights. Stock Appreciation Rights
may be granted in tandem with, or independently of, Options granted under the
Plan.

                  (i) Rules Applicable to Tandem Awards. When Stock Appreciation
         Rights are granted in tandem with Options: (A) the Stock Appreciation
         Right will be exercisable only at such time or times, and to the
         extent, that the related Option is exercisable and will be exercisable
         in accordance with the procedure required for exercise of the related
         Option; (B) the Stock Appreciation Right will terminate and no longer
         be exercisable upon the termination or exercise of the related Option,
         except that a Stock Appreciation Right granted with respect to fewer
         than the full number of shares covered by an Option will not be reduced
         until the number of shares as to which the related Option has been
         exercised or has terminated exceeds the number of shares not covered by
         the Stock Appreciation Right; (C) the Option will terminate and no
         longer be exercisable upon the exercise of the related Stock
         Appreciation Right; and (D) the Stock Appreciation Right will be
         transferable only with the related Option.

                  (ii) Exercise of Independent Stock Appreciation Rights. A
         Stock Appreciation Right not granted in tandem with an Option will
         become exercisable at such time or times, and on such conditions, as
         the Committee may specify. Except as otherwise determined by the
         Committee or as required by law, there shall be added to any period
         taken into account in determining the vesting or exercisability of a
         Stock Appreciation Right periods during which a Participant who is an
         Employee is on an unpaid leave of absence (or other unpaid absence)
         from the Company. The Committee may at any time accelerate the time at
         which all or any part of the Stock Appreciation Right may be exercised.

         Any exercise of an independent Stock Appreciation Right must be in
writing, signed by the proper person and delivered or mailed to the Company,
accompanied by any other documents required by the Committee.

         6.3.  RESTRICTED AND UNRESTRICTED STOCK.

         (a) Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee may grant shares of Stock in such amounts and upon such
terms and conditions as the Committee shall determine subject to the
restrictions described below ("Restricted Stock").

         (b) Restricted Stock Agreement. The Committee may require, as a
condition to an Award, that a recipient of a Restricted Stock Award enter into a
Restricted Stock Award Agreement, setting forth the terms and conditions of the
Award. In lieu of a Restricted Stock Award Agreement, the Committee may provide
the terms and conditions of an Award in a notice to the Participant of the
Award, in the resolution approving the Award, or in such other manner as it
deems appropriate. Any stock certificate representing the Restricted Stock shall
bear an appropriate legend to reflect the applicable restrictions.

         (c) Transferability and Other Restrictions. Except as otherwise
provided in this Section 6.3, the shares of Restricted Stock granted herein may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated until the end of the applicable period or periods established by
the Committee and the satisfaction of any other conditions or restrictions
established by the Committee (such period during
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which a share of Restricted Stock is subject to such restrictions and conditions
is referred to as the "Restricted Period"). Except as the Committee may
otherwise determine under Sections 7.1 or 7.2, if a Participant dies or suffers
a Status Change (as defined in Section 7.2) for any reason during the Restricted
Period, the Company may purchase the shares of Restricted Stock subject to such
restrictions and conditions for the amount of cash paid by the Participant for
such shares; provided, that if no cash was paid by the Participant such shares
of Restricted Stock shall be automatically forfeited to the Company.

         During the Restricted Period with respect to any shares of Restricted
Stock, the Company shall have the right to retain in the Company's possession
the certificate or certificates representing such shares.

         (d) Removal of Restrictions. Except as otherwise provided in this
Section 6.3, a share of Restricted Stock covered by a Restricted Stock Award
shall become free from restrictions under the Plan upon completion of the
Restricted Period, including the passage of any applicable period of time and
satisfaction of any conditions to vesting. Except as otherwise determined by the
Committee or as required by law, there shall be added to any Restricted Period
required to be satisfied in determining the vesting or exercisability of an
Award of Restricted Stock periods during which a Participant who is an Employee
is on an unpaid leave of absence (or other unpaid absence) from the Company. The
Committee shall have the right at any time, in its sole discretion, immediately
to waive all or any part of the restrictions and conditions with regard to all
or any part of the shares held by any Participant.

         (e) Voting Rights, Dividends and Other Distributions. During the
Restricted Period, Participants holding shares of Restricted Stock granted
hereunder may exercise full voting rights and shall receive all regular cash
dividends paid with respect to such shares. Except as the Committee shall
otherwise determine, any other cash dividends and other distributions paid to
Participants with respect to shares of Restricted Stock, including any dividends
and distributions paid in shares, shall be subject to the same restrictions and
conditions as the shares of Restricted Stock with respect to which they were
paid.

         (f) Other Awards Settled with Restricted Stock. The Committee may, at
the time any Award described in this Section 6 is granted, provide that any or
all of the Stock delivered pursuant to the Award will be Restricted Stock.

         (g) Unrestricted Stock. Subject to the terms and provisions of the
Plan, the Committee may grant shares of Stock free of restrictions under the
Plan ("Unrestricted Stock") in such amounts and upon such terms and conditions
as the Committee shall determine.

         6.4.  DEFERRED STOCK.

         A Deferred Stock Award is an unfunded and unsecured promise by the
Company to deliver shares of Stock in the future ("Deferred Stock"). Delivery of
the Stock will take place at such time or times, and on such conditions, as the
Committee may specify. The Committee may at any time accelerate the time at
which delivery of all or any part of the Stock will take place. At the time any
Award described in this Section 6 is granted, the Committee may provide that any
or all of the Stock delivered pursuant to the Award will be Deferred Stock.

         6.5.  PERFORMANCE AWARDS.

         The Committee may, at the time an Award described in Sections 6.1, 6.2,
6.3, 6.4 or 6.7 is granted, impose the additional condition that performance
goals must be met prior to the Participant's realization of any vesting, payment
or benefit under the Award. In addition, the Committee may make awards entitling
the Participant to receive an amount in cash upon attainment of specified
performance goals (a "Cash Incentive"). Any Award or Cash Incentive made subject
to performance goals as described in the preceding two sentences shall be a
"Performance Award" subject to the provisions of this Section 6.5 in addition to
any other applicable provisions of the Plan or the Award. Performance Awards may
consist of Cash Incentives or Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m) of the Code, other
than Options or Stock Appreciation Rights intended to qualify for such exception
by reason of the special rules under Section 162(m) of the Code applicable to
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stock options and stock appreciation rights granted at an exercise price not
less than fair market value on the date of grant, ("Qualified Performance
Awards") or Cash Incentives or Awards that either are not intended so to qualify
or are Options or Stock Appreciation Rights intended to qualify for such
exception by reason of the special rules under Section 162(m) of the Code
applicable to stock options and stock appreciation rights granted at an exercise
price not less than fair market value on the date of grant ("Other Performance
Awards"). The Committee will determine the performance measures, the period or
periods during which performance is to be measured and all other terms and
conditions applicable to the Performance Award. The performance measures to
which a Performance Award is subject may be related to personal performance,
corporate performance, departmental performance or any other category of
performance established by the Committee. In the case of a Qualified Performance
Award, payment under the Award or of the Cash Incentive must be conditioned on
the satisfaction of one or more "qualified performance measures" preestablished
by the Committee in accordance with the rules under Section 162(m) of the Code
and on certification (within the meaning of the rules under Section 162(m) of
the Code) by the Committee that such measure or measures have been met or
exceeded. For purposes of the preceding sentence, a qualified performance
measure is an objectively determinable measure of performance based on any one
or more of the following (on a consolidated, divisional, subsidiary, line of
business or geographical basis or in combinations thereof): (a) sales; revenues;
assets; expenses; earnings before or after deduction for all or any portion of
interest, taxes, depreciation or amortization, whether or not on a continuing
operations or an aggregate or per share basis; return on equity, investment,
capital or assets; inventory level or turns; one or more operating ratios;
borrowing levels, leverage ratios or credit rating; market share; capital
expenditures; cash flow; stock price; stockholder return; or any combination of
the foregoing; or (b) acquisitions and divestitures (in whole or in part); joint
ventures and strategic alliances; spin-offs, split-ups and the like;
reorganizations; recapitalizations, restructurings, financings (issuance of debt
or equity) and refinancings; transactions that would constitute a change of
control; or any combination of the foregoing. A qualified performance measure
and targets with respect thereto determined by the Committee need not be based
upon an increase, a positive or improved result or avoidance of loss. The
maximum number of shares of Stock subject to Performance Awards (other than Cash
Incentives) awarded to any Participant in any three-calendar-year period shall
be 2,000,000 shares. The maximum amount payable under Cash Incentives to any
Participant for any year shall be $1,000,000.

         6.6.  LOANS AND SUPPLEMENTAL GRANTS.

         (a) Loans. The Company may make a full recourse loan to a Participant,
either at the time of or after the grant to him or her of any Award. Such a loan
may be made in connection with either the purchase of Stock under the Award or
the payment of any federal income tax in respect of income recognized as a
result of the Award. The Committee will have full authority to decide whether to
make such a loan and to determine the amount, terms and conditions of the loan,
including the interest rate (which may be zero), whether the loan is to be
secured or unsecured, the terms on which the loan is to be repaid and the
conditions, if any, under which it may be forgiven. However, no loan may have a
term (including extensions) exceeding ten years in duration.

         (b) Cash Grants. In connection with any Award, the Committee may at the
time such Award is made or at a later date provide for and make a cash payment
to the Participant not to exceed an amount equal to (i) the amount of any
federal, state and local income tax on ordinary income for which the Participant
will be liable with respect to the Award, plus (ii) an additional amount on a
grossed-up basis necessary to make him or her whole after tax, discharging all
the Participant's income tax liabilities arising from all payments under this
Section 6, all based on such reasonable estimates of applicable tax rates as the
Committee may determine.

         6.7.  OTHER STOCK-BASED AWARDS.
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         (a) Nature of Awards. The Committee may grant other Awards under which
Stock is or may in the future be acquired ("Other Stock-Based Awards"). Such
Awards may include, without limitation, debt securities convertible into or
exchangeable for shares of Stock upon such conditions, including attainment of
performance goals, as the Committee shall determine. Such convertible or
exchangeable securities may have such terms and conditions as the Committee may
determine at the time of grant. However, no convertible or exchangeable debt
shall be issued unless the Committee shall have provided (by Company right of
repurchase, right to require conversion or exchange, or other means deemed
appropriate by the Committee) a means of avoiding any right of the holders of
such debt to prevent a Company transaction by reason of covenants in such debt.

         (b) Purchase Price; Form of Payment. The Committee may determine the
consideration, if any, payable upon the issuance or exercise of an Other
Stock-Based Award. The Committee may permit payment by certified check or bank
check or other instrument acceptable to the Committee or by surrender of other
shares of Stock (excluding shares then subject to restrictions under the Plan).

         (c) Forfeiture of Awards; Repurchase of Stock; Acceleration or Waiver
of Restrictions. The Committee may determine the conditions under which an Other
Stock-Based Award shall be forfeited or, in the case of an Award involving a
payment by the recipient, the conditions under which the Company may or must
repurchase such Award or related Stock. At any time the Committee may in its
sole discretion accelerate, waive or amend any or all of the limitations or
conditions imposed under any Other Stock-Based Award.

7.       EVENTS AFFECTING OUTSTANDING AWARDS

         7.1.  DEATH.

         Except as the Committee may otherwise determine, if a Participant dies
the following will apply:

         (a) All Options and Stock Appreciation Rights held by the Participant
immediately prior to death, whether or not otherwise exercisable, may be
exercised by the Participant's executor or administrator or the person or
persons to whom the Option or Stock Appreciation Right is transferred by will or
the applicable laws of descent and distribution, at any time within the one year
period ending with the first anniversary of the Participant's death (or such
shorter or longer period as the Committee may determine), and shall thereupon
terminate. In no event, however, shall an Option or Stock Appreciation Right
remain exercisable beyond the latest date on which it could have been exercised
without regard to this Section 7.

         (b) All Restricted Stock held by the Participant must be transferred to
the Company (and, in the event the certificates representing such Restricted
Stock are held by the Company, such Restricted Stock will be so transferred
without any further action by the Participant) in accordance with Section
6.3(c).

         (c) Any payment or benefit under a Deferred Stock Award, Performance
Award or Other Stock-Based Award to which the Participant was not irrevocably
entitled prior to death will be forfeited and the Award canceled as of the time
of death.

         7.2.  TERMINATION OF SERVICE (OTHER THAN BY DEATH).

         If a Participant who is an Employee ceases to be an Employee for any
reason other than death, or there is a termination (other than by reason of
death or satisfactory completion of the project or service as determined by the
Committee) of the consulting, service or similar relationship in respect of
which a non-Employee Participant was granted an Award hereunder, or a New Hire's
offer of employment is terminated prior to the New Hire commencing employment
with the Company or the New Hire does not commence his or her employment with
the Company within two months after receipt of an Award hereunder (such
termination of the employment or other relationship being hereinafter referred
to as a "Status Change"), then, except as the Committee may otherwise determine,
the following will apply:
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         (a) All Options and Stock Appreciation Rights held by the Participant
that were not exercisable immediately prior to the Status Change shall terminate
at the time of the Status Change. Any Options or Stock Appreciation Rights that
were exercisable immediately prior to the Status Change will continue to be
exercisable for a period of ninety (90) days and shall thereupon terminate,
unless the Award provides by its terms for immediate termination in the event of
a Status Change or unless the Status Change results from a discharge for cause
which in the opinion of the Committee casts such discredit on the Participant as
to justify immediate termination of the Award. In no event, however, shall an
Option or Stock Appreciation Right remain exercisable beyond the latest date on
which it could have been exercised without regard to this Section 7. For
purposes of this Section, in the case of a Participant who is an Employee, a
Status Change shall not be deemed to have resulted by reason of (i) a sick leave
or other bona fide leave of absence approved for purposes of the Plan by the
Committee, so long as the Employee's right to reemployment is guaranteed either
by statute or by contract, or (ii) a transfer of employment between the Company
and a subsidiary or between subsidiaries, or to the employment of a corporation
(or a parent or subsidiary corporation of such corporation) issuing or assuming
an option in a transaction to which Section 424(a) of the Code applies.

         (b) All Restricted Stock held by the Participant at the time of the
Status Change must be transferred to the Company (and, in the event the
certificates representing such Restricted Stock are held by the Company, such
Restricted Stock will be so transferred without any further action by the
Participant) in accordance with Section 6.3(c) above.

         (c) Any payment or benefit under a Deferred Stock Award, Performance
Award or Other Stock-Based Award to which the Participant was not irrevocably
entitled prior to the Status Change will be forfeited and the Award canceled as
of the date of such Status Change.

         7.3.  CERTAIN CORPORATE TRANSACTIONS.

         Except as otherwise provided by the Committee, in the event of a
consolidation or merger in which the Company is not the surviving corporation or
which results (or that is part of a series of related transactions that results)
in the acquisition of substantially all the Company's outstanding Stock by a
single person or entity or by a group of persons or entities acting in concert,
or in the event of the sale or transfer of substantially all the Company's
assets or a dissolution or liquidation of the Company (a "covered transaction"),
the following rules shall apply:

         (a) Subject to paragraph (b) below, all outstanding Awards requiring
exercise will cease to be exercisable, and all other Awards to the extent not
fully vested (including Awards subject to conditions not yet satisfied or
determined) will be forfeited, as of the effective time of the covered
transaction; provided, that the Committee may in its sole discretion, on or
prior to the effective date of the covered transaction, (i) make any outstanding
Option and Stock Appreciation Right exercisable in full, (ii) remove the
restrictions from any Restricted Stock, (iii) cause the Company to make any
payment and provide any benefit under any Deferred Stock Award or Performance
Award or (iv) remove any performance or other conditions or restrictions on any
Award; or

         (b) With respect to an outstanding Award held by a Participant who,
following the covered transaction, will be employed by or otherwise providing
services to an entity which is a surviving or acquiring entity in the covered
transaction or an affiliate of such an entity, the Committee may at or prior to
the effective time of the covered transaction and in lieu of the action
described in paragraph (a) above, arrange to have such surviving or acquiring
entity or affiliate assume any Award held by such Participant outstanding
hereunder or grant a replacement award which, in the judgment of the Committee,
is substantially equivalent to any Award being replaced.

The Committee may also grant Awards under the Plan in substitution for awards
held by directors, employees, consultants or advisors of another company who
concurrently become directors, employees, consultants or advisors of the Company
or a subsidiary of the Company as the result of a merger or consolidation of
that other company with the Company or a subsidiary of the Company, or as the
result of the acquisition by the Company or a subsidiary of the Company of
property or stock of that other company.
<PAGE>
Awards granted under the preceding sentence may be granted on such terms and
conditions as the Committee considers appropriate in the circumstances.

8.       GENERAL PROVISIONS

         8.1.  DOCUMENTATION OF AWARDS.

         Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Committee from time to time. Such instruments may be in the
form of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.

         8.2.  RIGHTS AS A STOCKHOLDER; DIVIDEND EQUIVALENTS.

         Except as specifically provided by the Plan, the receipt of an Award
will not give a Participant rights as a stockholder; the Participant will obtain
such rights, subject to any limitations imposed by the Plan or the instrument
evidencing the Award, only upon the issuance of Stock. However, the Committee
may, on such conditions as it deems appropriate, provide that a Participant will
receive a benefit in lieu of cash dividends that would have been payable on any
or all Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation, the Committee may provide for payment to the Participant of
amounts representing such dividends, either currently or in the future, or for
the investment of such amounts on behalf of the Participant.

         8.3.  CONDITIONS ON DELIVERY OF STOCK.

         The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove restrictions from shares previously delivered
under the Plan (a) until all conditions of the Award have been satisfied or
removed, (b) until, in the opinion of the Company's counsel, all applicable
federal and state laws and regulation have been complied with, (c) if the
outstanding Stock is at the time listed on any stock exchange or The Nasdaq
National Market, until the shares to be delivered have been listed or authorized
to be listed on such exchange or market upon official notice of issuance, and
(d) until all other legal matters in connection with the issuance and delivery
of such shares have been approved by the Company's counsel. If the sale of Stock
has not been registered under the Securities Act of 1933, as amended, the
Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the certificates
evidencing such Stock bear an appropriate legend restricting transfer.

         If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Stock pursuant to such exercise
until the Company is satisfied as to the authority of such representative.

         8.4.  TAX WITHHOLDING.

         The Company will withhold from any cash payment made pursuant to an
Award an amount sufficient to satisfy all federal, state and local withholding
tax requirements (the "withholding requirements").

         In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Committee with regard to such requirements, prior to the delivery of any Stock
or removal of restrictions thereon. If and to the extent that such withholding
is required, the Committee may permit the Participant or such other person to
elect at such time and in such manner as the Committee provides to have the
Company hold back from the shares to be delivered, or to deliver to the Company,
Stock having a value calculated to satisfy the withholding requirement, but not
in excess of the minimum required to satisfy such withholding
<PAGE>
requirements. The Committee may make such share withholding mandatory with
respect to any Award at the time such Award is made to a Participant.

         If at the time an ISO is exercised the Committee determines that the
Company could be liable for withholding requirements with respect to the
exercise or with respect to a disposition of the Stock received upon exercise,
the Committee may require as a condition of exercise that the person exercising
the ISO agree (a) to provide for withholding under the preceding paragraph of
this Section 8.4, if the Committee determines that a withholding responsibility
may arise in connection with the exercise, (b) to inform the Company promptly of
any disposition (within the meaning of Section 424(c) of the Code) of Stock
received upon exercise and (c) to give such security as the Committee deems
adequate to meet the potential liability of the Company for other withholding
requirements and to augment such security from time to time in any amount
reasonably deemed necessary by the Committee to preserve the adequacy of such
security.

         8.5.  TRANSFERABILITY OF AWARDS.

         Unless otherwise permitted by the Committee, no Award (other than an
Award in the form of an outright transfer of cash or Unrestricted Stock) may be
transferred other than by will or by the laws of descent and distribution.

         8.6.  ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.

         (a) In the event of a stock dividend, stock split or combination of
shares, recapitalization or other change in the Company's capitalization, or
other distribution to holders of Stock other than normal cash dividends, after
the effective date of the Plan, the Committee will make any appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4(a) and to the limits described in Sections 4(c) and 6.5.

         (b) In any event referred to in paragraph (a) above, the Committee will
also make any appropriate adjustments to the number and kind of shares of Stock
or securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change. The Committee may also make such adjustments to take into account
material changes in law or in accounting practices or principles, mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any other event, if it is determined by the Committee that adjustments are
appropriate to avoid distortion in the operation of the Plan.

         (c) In the case of ISOs or Awards intended to qualify for the
"performance-based compensation" exception under Section 162(m)(4)(C) of the
Code, the adjustments described in paragraphs (a) and (b) above will be made
only to the extent consistent with continued qualification of the Option or
other Award under Section 422 or 162(m) of the Code, as the case may be.

         8.7.  EMPLOYMENT RIGHTS, ETC.

         Neither the adoption of the Plan nor the grant of Awards will confer
upon any person any right to continued retention by the Company or any of its
subsidiaries or affiliates, as an Employee or otherwise, or affect in any way
the right of the Company or any of its subsidiaries or affiliates to terminate
an employment, service or similar relationship at any time. Except as
specifically provided by the Committee in any particular case, the loss of
existing or potential profit in Awards granted under the Plan will not
constitute an element of damages in the event of termination of an employment,
service or similar relationship even if the termination is in violation of an
obligation of the Company or any of its subsidiaries or affiliates to the
Participant.

         8.8.  DEFERRAL OF PAYMENTS.

         The Committee may agree at any time, upon request of the Participant,
to defer the date on which any payment under an Award will be made.
<PAGE>
         8.9.  PAST SERVICES AS CONSIDERATION.

         Where a Participant purchases Stock under an Award for a price equal to
the par value of the Stock, the Committee may determine that such price has been
satisfied by past services rendered by the Participant.

9.       CHANGE IN CONTROL PROVISIONS

         The provisions of this Section 9 shall apply notwithstanding any other
provision in the Plan to the contrary.

         If a Sale (as hereinafter defined) of the Company occurs, the following
provisions shall apply to every Option, and to every other Award to the extent
provided in such other Award:

         (a) Each Award granted prior to the Sale (an "affected Award") shall be
vested (and, in the case of an Award requiring exercise, exercisable) (vesting
and exercisability being referred to for purposes of this Section 9, without
distinction, as "vesting"), immediately prior to the Sale, for the "applicable
number of shares" as hereinafter defined. In the case of an affected Award
requiring exercise, the Company shall give the holder of the Award adequate
notice and opportunity to exercise any portion of the affected Award that
becomes exercisable by reason of this subsection. For purposes of this paragraph
(a), the term "applicable number of shares" means, in the case of any Award,
that number of shares for which the Award would have been vested by the end of
the ten (10)-month period following the Sale had the Participant holding the
Award immediately prior to the Sale continued in service during such ten
(10)-month period.

         (b) Upon consummation of the Sale, if the Sale also constitutes a
covered transaction as defined in Section 7.3 each affected Award requiring
exercise will cease to be exercisable, and all other affected Awards to the
extent not fully vested will be forfeited, except as otherwise provided pursuant
to Section 7.3. If the acquiror entity or an affiliate thereof assumes an
affected Award, the assumed Award shall be vested from and after the Sale to the
extent provided under paragraph (a) above and as to any portion that is not
vested by operation of paragraph (a) above shall become vested from and after
the Sale in accordance with the vesting schedule that would have applied during
the period beginning on the first day following ten (10) months after the date
of the Sale, accelerated by ten (10) months. For the avoidance of doubt, in no
event shall the assumed Award become vested for more than the total number of
Shares subject thereto. If the acquiror entity or an affiliate thereof provides
a substitute Award in lieu of assuming an affected Award, such substitute Award
shall vest in the same manner as it would have vested had it been an assumed
Award.

         (c) A "Sale" of the Company shall be deemed to have occurred if:

                  (i) any Person (defined for the purposes hereof as any
         individual, entity or other person, including a group within the
         meaning of Section 13(d) or 14(d)(2) of the 1934 Act) acquires
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the 1934 Act) of 30% or more of either (A) the then outstanding
         shares of common stock of the Company (the "Outstanding Company Common
         Stock") or (B) the combined voting power of the then outstanding voting
         securities of the Company entitled to vote generally in the election of
         directors (the "Outstanding Company Voting Securities");

                  provided, that for purposes of this clause (i) the following
         acquisitions shall not constitute a Sale: (1) any acquisition directly
         from the Company, (2) any acquisition by the Company, (3) any
         acquisition by an employee benefit plan (or related trust) sponsored or
         maintained by the Company or its direct or indirect subsidiaries, or
         (4) any Business Combination as defined at clause (iii) below (but
         except as provided in said clause (iii) a Business Combination may
         nevertheless constitute a Sale under said clause (iii)); and provided
         further, that an acquisition by a Person of 30% or more but less than
         50% of the
<PAGE>
         Outstanding Company Common Stock or of the combined voting power of the
         Outstanding Company Voting Securities shall not constitute a Sale under
         this clause (i) if within 15 days of the Board's being advised that
         such ownership level has been reached, a majority of the "Incumbent
         Directors" (as hereinafter defined) then in office adopt a resolution
         approving the acquisition of that level of securities ownership by such
         Person; or

                  (ii) Individuals who, as of August 7, 2001, constituted the
         Board (the "Incumbent Directors") cease for any reason to constitute at
         least a majority of the Board; provided, that any individual who
         becomes a member of the Board subsequent to August 7, 2001 and whose
         election or nomination for election was approved by a vote of at least
         two-thirds of the Incumbent Directors shall be treated as an Incumbent
         Director unless he or she assumed office as a result of an actual or
         threatened election contest with respect to the election or removal of
         directors; or

                  (iii) There is consummated a reorganization, merger or
         consolidation involving the Company, or a sale or other disposition of
         all or substantially all of the assets of the Company (a "Business
         Combination"), in each case unless, following such Business
         Combination, (A) the Persons who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and of the
         combined voting power of the Outstanding Company Voting Securities
         immediately prior to the Business Combination beneficially own,
         directly or indirectly, more than 50% of, respectively, the then
         outstanding shares of common stock and the combined voting power of the
         then outstanding voting securities entitled to vote generally in the
         election of directors, as the case may be, of the entity resulting from
         such Business Combination in substantially the same proportions as
         their ownership immediately prior to such Business Combination of the
         Outstanding Company Common Stock and of the combined voting power of
         the Outstanding Company Voting Securities, as the case may be, (B) no
         Person (excluding any entity resulting from such Business Combination
         or any employee benefit plan (or related trust) of the Employer or of
         such corporation resulting from such Business Combination) beneficially
         owns, directly or indirectly, 30% or more of, respectively, the then
         outstanding shares of common stock of the corporation resulting from
         such Business Combination or the combined voting power of the then
         outstanding voting securities of such corporation entitled to vote
         generally in the election of directors, except to the extent that such
         ownership existed prior to the Business Combination and (C) at least a
         majority of the members of the Board resulting from such Business
         Combination were Incumbent Directors at the time of the execution of
         the initial agreement, or of the action of the Board, providing for
         such Business Combination; or

                  (iv) The shareholders of the Company approve a complete
         liquidation or dissolution of the Company.

10.      EFFECT, AMENDMENT AND TERMINATION

         Neither adoption of the Plan nor the grant of Awards to a Participant
will affect the Company's right to grant to such Participant awards that are not
subject to the Plan, to issue to such Participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued to
Employees.

         The Committee may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be permitted by law, or
may at any time terminate the Plan as to any further grants of Awards, provided
that (except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the stockholders of the Company,
effectuate a change for which stockholder approval is required in order for the
Plan to continue to qualify for the award of ISOs under Section 422 of the Code
or for the award of performance-based compensation under Section 162(m) of the
Code.