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                                                                   EXHIBIT 10.9

                    STRATOS LIGHTWAVE, INC. 2000 STOCK PLAN
                 (Amended and Restated as of February 9, 2001)

   1. Preamble.

   Stratos Lightwave, Inc., a Delaware corporation (the "Company"), hereby
establishes the Stratos Lightwave, Inc. 2000 Stock Plan (the "Plan") as a
means whereby the Company may, through awards of (i) incentive stock options
("ISOs") within the meaning of section 422 of the Code, (ii) non-qualified
stock options ("NSOs"), (iii) stock appreciation rights ("SARs"), and (iv)
restricted stock ("Restricted Stock"):

     (a) provide selected officers, directors and employees with additional
  incentive to promote the success of the Company's business;

     (b) encourage such persons to remain in the service of the Company; and

     (c) enable such persons to acquire proprietary interests in the Company.

   The provisions of this Plan do not apply to or affect any option, stock,
stock appreciation right or restricted stock hereafter granted under any other
stock plan of the Company, and all such options, stock, stock appreciation
rights or restricted stock shall be governed by and subject to the applicable
provisions of the plan under which they will be granted.

   2. Definitions and Rules of Construction.

   2.01 "Affiliate" means any entity during any period that, in the opinion of
the Committee, the Company has a significant economic interest in the entity.

   2.02 "Award" means the grant of Options, SARs and/or Restricted Stock to a
Participant.

   2.03 "Award Date" means the date upon which an Option, SAR or Restricted
Stock is awarded to a Participant under the Plan.

   2.04 "Board" or "Board of Directors" means the board of directors of the
Company.

   2.05 "Cause" shall mean any willful misconduct by the Participant which
affects the business reputation of the Company or willful failure by the
Participant to perform his or her material responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company or any Affiliate or
Subsidiary). The Participant shall be considered to have been discharged for
"Cause" if the Company determines, within 30 days after the Participant's
resignation, that discharge for Cause was warranted.

   2.06 "Change of Control" shall be deemed to have occurred on the first to
occur of any of the following:

     (i) any "person" (as such term is used in Section 13(d) and 14(d)(2) of
  the Securities Exchange Act of 1934), other than any Subsidiary or any
  employee benefit plan of the Company or a Subsidiary or former Subsidiary,
  is or becomes a beneficial owner, directly or indirectly, of stock of the
  Company representing 25% or more of the total voting power of the Company's
  then outstanding stock;

     (ii) a tender offer (for which a filing has been made with the SEC which
  purports to comply with the requirements of Section 14(d) of the Securities
  Exchange Act of 1934 and the corresponding SEC rules) is made for the stock
  of the Company. In case of a tender offer described in this paragraph (ii),
  the "Change of Control" will be deemed to have occurred upon the first to
  occur of (A) any time during the offer when the person (using the
  definition in (i) above) making the offer owns or has accepted for payment
  stock of the Company with 25% or more of the total voting power of the
  Company's outstanding stock or (B) three
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  business days before the offer is to terminate unless the offer is
  withdrawn first, if the person making the offer could own, by the terms of
  the offer plus any shares owned by this person, stock with 50% or more of
  the total voting power of the Company's outstanding stock when the offer
  terminates; or

     (iii) individuals who were the Board's nominees for election as
  directors of the Company immediately prior to a meeting of the shareholders
  of the Company involving a contest for the election of directors shall not
  constitute a majority of the Board following the election.

   2.07 "Code" means the Internal Revenue Code of 1986, as amended from time
to time or any successor thereto.

   2.08 "Committee" means two or more directors elected by the Board of
Directors from time to time; provided, however, that in the absence of an
election by the Board, the Committee shall mean the Compensation Committee of
the Board of Directors.

   2.09 "Common Stock" means the Common Stock of the Company, par value $.01
per share.

   2.10 "Company" means Stratos Lightwave, Inc., a Delaware corporation, and
any successor thereto.

   2.11 "Exchange Act" shall mean the Securities Exchange Act of 1934, as it
exists now or from time to time may hereafter be amended.

   2.12 "Fair Market Value" means:

     (i) for the date of the final prospectus for the Company's initial
  public offering of its Common Stock, the initial public offering price set
  forth in the final prospectus for such offering; and

     (ii) as of any other date, the closing price for the Common Stock on
  that date, or if no sales occurred on that date, the next trading day on
  which actual sales occurred (as reported by the Nasdaq Stock Market System
  or any securities exchange or automated quotation system of a registered
  securities association on which the Common Stock is then traded or quoted).

   2.13 "Good Reason" shall mean any of the following:

     (i) any significant diminution in the Participant's title, authority, or
  responsibilities from and after a Change of Control;

     (ii) any reduction in the base compensation payable to the Participant
  from and after a Change of Control; or

     (iii) the relocation after a Change of Control of the Company's place of
  business at which the Participant is principally located to a location that
  is greater than 50 miles from the site immediately prior to the Change of
  Control.

   2.14 "ISO" means an incentive stock option within the meaning of section
422 of the Code.

   2.15 "NSO" means a non-qualified stock option, which is not intended to
qualify as an incentive stock option under section 422 of the Code.

   2.16 "Option" means the right of a Participant, whether granted as an ISO
or an NSO, to purchase a specified number of shares of Common Stock, subject
to the terms and conditions of the Plan.

   2.17 "Option Price" means the price per share of Common Stock at which an
Option may be exercised.

   2.18 "Participant" means an individual to whom an Award has been granted
under the Plan.

   2.19 "Plan" means the Stratos Lightwave, Inc. 2000 Stock Plan, as set forth
herein and from time to time amended.
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   2.20 "Restricted Stock" means the Common Stock awarded to a Participant
pursuant to Section 8 of this Plan.

   2.21 "SAR" means a stock appreciation right issued to a Participant
pursuant to Section 9 of this Plan.

   2.22 "Subsidiary" means any entity during any period which the Company owns
or controls more than 50% of (i) the outstanding capital stock, or (ii) the
combined voting power of all classes of stock.

   2.23 Rules of Construction:

     2.23.1 Governing Law and Venue. The construction and operation of this
  Plan are governed by the laws of the State of Illinois without regard to
  any conflicts or choice of law rules or principles that might otherwise
  refer construction or interpretation of this Agreement to the substantive
  law of another jurisdiction, and any litigation arising out of this Plan
  shall be brought in the Circuit Court of the State of Illinois or the
  United States District Court for the Eastern Division of the Northern
  District of Illinois.

     2.23.2 Undefined Terms. Unless the context requires another meaning, any
  term not specifically defined in this Plan is used in the sense given to it
  by the Code.

     2.23.3 Headings. All headings in this Plan are for reference only and
  are not to be utilized in construing the Plan.

     2.23.4 Conformity with Section 422. Any ISOs issued under this Plan are
  intended to qualify as incentive stock options described in section 422 of
  the Code, and all provisions of the Plan relating to ISOs shall be
  construed in conformity with this intention. Any NSOs issued under this
  Plan are not intended to qualify as incentive stock options described in
  section 422 of the Code, and all provisions of the Plan relating to NSOs
  shall be construed in conformity with this intention.

     2.23.5 Gender. Unless clearly inappropriate, all nouns of whatever
  gender refer indifferently to persons or objects of any gender.

     2.23.6 Singular and Plural. Unless clearly inappropriate, singular terms
  refer also to the plural and vice versa.

     2.33.7 Severability. If any provision of this Plan is determined to be
  illegal or invalid for any reason, the remaining provisions are to continue
  in full force and effect and to be construed and enforced as if the illegal
  or invalid provision did not exist, unless the continuance of the Plan in
  such circumstances is not consistent with its purposes.

   3. Stock Subject to the Plan.

   Subject to adjustment as provided in Section 12 hereof, the aggregate
number of shares of Common Stock for which Awards may be issued under this
Plan may not exceed 9,000,000 shares, and the aggregate number of shares of
Common Stock for which Restricted Stock Awards may be issued under this Plan
may not exceed 1,875,000 shares. Reserved shares may be either authorized but
unissued shares or treasury shares, in the Board's discretion. If any Award
shall terminate or expire, as to any number of shares of Common Stock, new
Awards may thereafter be awarded with respect to such shares. Notwithstanding
the foregoing, the total number of shares of Common Stock with respect to
which Awards may be granted to any Participant in any calendar year shall not
exceed 1,600,000 shares (subject to adjustment as provided in Section 12
hereof).

   4. Administration.

   The Committee shall administer the Plan. All determinations of the
Committee are made by a majority vote of its members. The Committee's
determinations are final and binding on all Participants. In addition to any
other powers set forth in this Plan, the Committee has the following powers:

     (a) to construe and interpret the Plan;

     (b) to establish, amend and rescind appropriate rules and regulations
  relating to the Plan;
<PAGE>

     (c) subject to the terms of the Plan, to select the individuals who will
  receive Awards, the times when they will receive them, the number of
  Options, Restricted Stock and/or SARs to be subject to each Award, the
  Option Price, the vesting schedule (including any performance targets to be
  achieved in connection with the vesting of any Award), the expiration date
  applicable to each Award and other terms, provisions and restrictions of
  the Awards (which need not be identical) and subject to Section 17 hereof,
  to amend or modify any of the terms of outstanding Awards;

     (d) to contest on behalf of the Company or Participants, at the expense
  of the Company, any ruling or decision on any matter relating to the Plan
  or to any Awards;

     (e) generally, to administer the Plan, and to take all such steps and
  make all such determinations in connection with the Plan and the Awards
  granted thereunder as it may deem necessary or advisable; and

     (f) to determine the form in which tax withholding under Section 15 of
  this Plan will be made (i.e., cash, Common Stock or a combination thereof).

   Except to the extent prohibited by applicable law or the applicable rules
of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.

   5. Eligible Participants.

   Present and future directors, officers and employees of the Company or any
Subsidiary or Affiliate shall be eligible to participate in the Plan. The
Committee from time to time shall select those officers, directors and
employees of the Company and any Subsidiary or Affiliate of the Company who
shall be designated as Participants and shall designate in accordance with the
terms of the Plan the number, if any, of ISOs, NSOs, SARs and shares of
Restricted Stock or any combination thereof, to be awarded to each
Participant.

   6. Terms and Conditions of Non-Qualified Stock Options.

   Subject to the terms of the Plan, the Committee, in its discretion, may
award an NSO to any Participant. Each NSO shall be evidenced by an agreement,
in such form as is approved by the Committee, and except as otherwise provided
by the Committee in such agreement, each NSO shall be subject to the following
express terms and conditions, and to such other terms and conditions, not
inconsistent with the Plan, as the Committee may deem appropriate:

   6.01 Option Period. Each NSO will expire as of the earliest of:

     (i) the date on which it is forfeited under the provisions of Section
  11.1;

     (ii) 10 years from the Award Date;

     (iii) in the case of a Participant who is an employee of the Company, a
  Subsidiary or an Affiliate, three months after the Participant's
  termination of employment with the Company and its Subsidiaries and
  Affiliates for any reason other than for Cause or death or total and
  permanent disability;

     (iv) in the case of a Participant who is a member of the board of
  directors of the Company or a Subsidiary or Affiliate, but not an employee
  of the Company, a Subsidiary or an Affiliate, three months after the
  Participant's retirement from the board for any reason other than for Cause
  or death or total and permanent disability or the sale, merger or
  consolidation, or similar extraordinary transaction involving the Company,
  Subsidiary or Affiliate, as the case may be;

     (v) immediately upon the Participant's termination of employment with
  the Company and its Subsidiaries and Affiliates or service on a board of
  directors of the Company or a Subsidiary or Affiliate for Cause;
<PAGE>

     (vi) 12 months after the Participant's death or total and permanent
  disability; or

     (vii) any other date specified by the Committee when the NSO is granted.

   6.02 Option Price. At the time granted, the Committee shall determine the
Option Price of any NSO, and in the absence of such determination, the Option
Price shall be 100 % of the Fair Market Value of the Common Stock subject to
the NSO on the Award Date.

   6.03 Vesting. Unless otherwise determined by the Committee and set forth in
the agreement evidencing an Award, NSO Awards shall vest in accordance with
Section 11.1.

   6.04 Other Option Provisions. The form of NSO authorized by the Plan may
contain such other provisions as the Committee may from time to time
determine.

   7. Terms and Conditions of Incentive Stock Options

   Subject to the terms of the Plan, the Committee, in its discretion, may
award an ISO to any employee of the Company or a Subsidiary. Each ISO shall be
evidenced by an agreement, in such form as is approved by the Committee, and
except as otherwise provided by the Committee, each ISO shall be subject to
the following express terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as the Committee may deem
appropriate:

   7.01 Option Period. Each ISO will expire as of the earliest of:

     (i) the date on which it is forfeited under the provisions of Section
  11.1;

     (ii) 10 years from the Award Date, except as set forth in Section 7.02
  below;

     (iii) immediately upon the Participant's termination of employment with
  the Company and its Subsidiaries for Cause;

       (iv)  three months after the Participant's termination of employment
  with the Company and its Subsidiaries for any reason other than for Cause
  or death or total and permanent disability;

     (v) 12 months after the Participant's death or total and permanent
  disability; or

     (vi) any other date (within the limits of the Code) specified by the
  Committee when the ISO is granted.

   Notwithstanding the foregoing provisions granting discretion to the
Committee to determine the terms and conditions of ISOs, such terms and
conditions shall meet the requirements set forth in section 422 of the Code or
any successor thereto.

   7.02 Option Price and Expiration. The Option Price of any ISO shall be
determined by the Committee at the time an ISO is granted, and shall be no
less than 100% of the Fair Market Value of the Common Stock subject to the ISO
on the Award Date; provided, however, that if an ISO is granted to a
Participant who, immediately before the grant of the ISO, beneficially owns
stock representing more than 10% of the total combined voting power of all
classes of stock of the Company or its parent or subsidiary corporations, the
Option Price shall be at least 110% of the Fair Market Value of the Common
Stock subject to the ISO on the Award Date and in such cases, the exercise
period specified in the Option agreement shall not exceed five years from the
Award Date.

   7.03 Vesting. Unless otherwise determined by the Committee and set forth in
the agreement evidencing an Award, ISO Awards shall vest in accordance with
Section 11.1.

   7.04 Other Option Provisions. The form of ISO authorized by the Plan may
contain such other provisions as the Committee may, from time to time,
determine; provided, however, that such other provisions may not be
inconsistent with any requirements imposed on incentive stock options under
Code section 422 and the regulations thereunder.
<PAGE>

   8. Terms and Conditions of Restricted Stock Awards.

   Subject to the terms of the Plan, the Committee, in its discretion, may
award Restricted Stock to any Participant at no additional cost to the
Participant. Each Restricted Stock Award shall be evidenced by an agreement,
in such form as is approved by the Committee, and all shares of Common Stock
awarded to Participants under the Plan as Restricted Stock shall be subject to
the following express terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as the Committee shall deem
appropriate:

     (a) Restricted Period. Shares of Restricted Stock awarded under this
  Section 8 may not be sold, assigned, transferred, pledged or otherwise
  encumbered before they vest.

     (b) Vesting. Unless otherwise determined by the Committee and set forth
  in the agreement evidencing an Award, Restricted Stock Awards under this
  Section 8 shall vest in accordance with Section 11.2.

     (c) Certificate Legend. Each certificate issued in respect of shares of
  Restricted Stock awarded under this Section 8 shall be registered in the
  name of the Participant and shall bear the following (or a similar) legend
  until such shares have vested:

       "The transferability of this certificate and the shares of stock
    represented hereby are subject to the terms and conditions (including
    forfeiture) relating to Restricted Stock contained in Section 8 of the
    Stratos Lightwave, Inc. 2000 Stock Plan and an Agreement entered into
    between the registered owner and Stratos Lightwave, Inc. Copies of such
    Plan and Agreement are on file at the principal office of Stratos
    Lightwave, Inc."

   9. Terms and Conditions of Stock Appreciation Rights.

   The Committee may, in its discretion, grant an SAR to any Participant under
the Plan. Each SAR shall be evidenced by an agreement between the Company and
the Participant, and may relate to and be associated with all or any part of a
specific ISO or NSO. An SAR shall entitle the Participant to whom it is
granted the right, so long as such SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any then
exercisable portion of his SAR and, if applicable, the related ISO or NSO, in
whole or in part, and receive from the Company in exchange, without any
payment of cash (except for applicable employee withholding taxes), that
number of shares of Common Stock having an aggregate Fair Market Value on the
date of surrender equal to the product of (i) the excess of the Fair Market
Value of a share of Common Stock on the date of surrender over the Fair Market
Value of the Common Stock on the date the SARs were issued, or, if the SARs
are related to an ISO or an NSO, the per share Option Price under such ISO or
NSO on the Award Date, and (ii) the number of shares of Common Stock subject
to such SAR, and, if applicable, the related ISO or NSO or portion thereof
which is surrendered.

   An SAR granted in conjunction with an ISO or NSO shall terminate on the
same date as the related ISO or NSO and shall be exercisable only if the Fair
Market Value of a share of Common Stock exceeds the Option Price for the
related ISO or NSO, and then shall be exercisable to the extent, and only to
the extent, that the related ISO or NSO is exercisable. The Committee may at
the time of granting any SAR add such additional conditions and limitations to
the SAR as it shall deem advisable, including, but not limited to, limitations
on the period or periods within which the SAR shall be exercisable and the
maximum amount of appreciation to be recognized with regard to such SAR. Any
ISO or NSO or portion thereof which is surrendered with an SAR shall no longer
be exercisable. An SAR that is not granted in conjunction with an ISO or NSO
shall terminate on such date as is specified by the Committee in the SAR
agreement and shall vest in accordance with Section 11.2. The Committee, in
its sole discretion, may allow the Company to settle all or part of the
Company's obligation arising out of the exercise of an SAR by the payment of
cash equal to the aggregate Fair Market Value of the shares of Common Stock
which the Company would otherwise be obligated to deliver.
<PAGE>

   10. Manner of Exercise of Options.

   To exercise an Option in whole or in part, a Participant (or, after his
death, his executor or administrator) must give written notice to the
Committee on a form acceptable to the Committee, stating the number of shares
with respect to which he intends to exercise the Option. The Company will
issue the shares with respect to which the Option is exercised upon payment in
full of the Option Price. The Committee may permit the Option Price to be paid
in cash or shares of Common Stock held by the Participant having an aggregate
Fair Market Value, as determined on the date of delivery, equal to the Option
Price. The Committee may also permit the Option Price to be paid by any other
method permitted by law, including by delivery to the Committee from the
Participant of an election directing the Company to withhold the number of
shares of Common Stock from the Common Stock otherwise due upon exercise of
the Option having an aggregate Fair Market Value on that date equal to the
Option Price. If a Participant pays the Option Price with shares of Common
Stock which were received by the Participant upon exercise of one or more
ISOs, and such Common Stock has not been held by the Participant for at least
the greater of:

     (a) two years from the date the ISOs were granted; or

     (b) one year after the transfer of the shares of Common Stock to the
  Participant;

the use of the shares shall constitute a disqualifying disposition and the ISO
underlying the shares used to pay the Option Price shall no longer satisfy all
of the requirements of Code section 422.

   11. Vesting.

   11.1 Options. A Participant may not exercise an Option until it has become
vested. The portion of an Award of Options that is vested depends upon the
period that has elapsed since the Award Date. The following schedule applies
to any Award of Options under this Plan unless the Committee establishes a
different vesting schedule on the Award Date:

<TABLE>
<CAPTION>
                                                                        Vested
   Number of Months Since Award Date                                  Percentage
   ---------------------------------                                  ----------
   <S>                                                                <C>
   fewer than 12 months..............................................      0.0%
   12 months.........................................................    25.00%
   15 months.........................................................    31.25%
   18 months.........................................................    37.50%
   21 months.........................................................    43.75%
   24 months.........................................................    50.00%
   27 months.........................................................    56.25%
   30 months.........................................................    62.50%
   33 months.........................................................    68.75%
   36 months.........................................................    75.00%
   39 months.........................................................    81.25%
   42 months.........................................................    87.50%
   45 months.........................................................    93.75%
   48 months or more.................................................   100.00%
</TABLE>

   Not withstanding the above schedule, unless otherwise determined by the
Committee and set forth in the agreement evidencing an Award, a Participant's
Awards shall become fully vested if a Participant's employment with the
Company and its Subsidiaries and Affiliates or service on the board of
directors of the Company, a Subsidiary or an Affiliate is terminated due to:
(i) retirement on or after his sixty-fifth birthday; (ii) retirement on or
after his fifty-fifth birthday with consent of the Company; (iii) retirement
at any age on account of total and permanent disability as determined by the
Company; or (iv) death. Unless the Committee otherwise provides in the
applicable agreement evidencing an Award or Section 11.3 applies, if a
Participant's employment with or service to the Company, a Subsidiary or an
Affiliate terminates for any other reason, any Awards that are not yet vested
are immediately and automatically forfeited.
<PAGE>

   A Participant's employment shall not be considered to be terminated
hereunder by reason of a transfer of his employment from the Company to a
Subsidiary or Affiliate, or vice versa, or a leave of absence approved by the
Participant's employer. A Participant's employment shall be considered to be
terminated hereunder if, as a result of a sale or other transaction, the
Participant's employer ceases to be a Subsidiary or Affiliate (and the
Participant's employer is or becomes an entity that is separate from the
Company and its Subsidiaries and Affiliates).

   11.2 Restricted Stock and SARs. The Committee shall establish the vesting
schedule to apply to any Award of Restricted Stock or SAR that is not
associated with an ISO or NSO granted under the Plan to a Participant, and in
the absence of such a vesting schedule, such Award shall vest in accordance
with Section 11.1.

   11.3 Effect of "Change of Control". Notwithstanding Sections 11.1 and 11.2
above, if within 12 months following a "Change of Control" the employment of a
Participant with the Company and its Subsidiaries and Affiliates is terminated
without Cause or the Participant resigns for Good Reason, any Award issued to
the Participant shall be fully vested, and in the case of an Award other than
a Restricted Stock Award, fully exercisable for 90 days following the date on
which the Participant's service with the Company and its Subsidiaries and
Affiliates is terminated, but not beyond the date the Award would otherwise
expire but for the Participant's termination of employment.

   12. Adjustments to Reflect Changes in Capital Structure.

   12.01 Adjustments. If there is any change in the corporate structure or
shares of the Company, the Committee may make any appropriate adjustments,
including, but limited to, such adjustments deemed necessary to prevent
accretion, or to protect against dilution, in the number and kind of shares of
Common Stock with respect to which Awards may be granted under this Plan
(including the maximum number of shares of Common Stock with respect to which
Awards may be granted under this Plan in the aggregate and individually to any
Participant during any calendar year as specified in Section 3) and, with
respect to outstanding Awards, in the number and kind of shares covered
thereby and in the applicable Option Price. For the purpose of this Section
12, a change in the corporate structure or shares of the Company includes,
without limitation, any change resulting from a recapitalization, stock split,
stock dividend, consolidation, rights offering, separation, reorganization, or
liquidation (including a partial liquidation) and any transaction in which
shares of Common Stock are changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or another
corporation.

   12.02 Cashouts. In the event of an extraordinary dividend or other
distribution, merger, reorganization, consolidation, combination, sale of
assets, split up, exchange, or spin off, or other extraordinary corporate
transaction, the Committee may, in such manner and to such extent (if any) as
it deems appropriate and equitable make provision for a cash payment or for
the substitution or exchange of any or all outstanding Awards or the cash,
securities or property deliverable to the holder of any or all outstanding
Awards based upon the distribution or consideration payable to holders of
Common Stock upon or in respect of such event; provided, however, in each
case, that with respect to any ISO no such adjustment may be made that would
cause the Plan to violate section 422 of the Code (or any successor
provision).

   13. Nontransferability of Awards.

   ISOs are not transferable, voluntarily or involuntarily, other than by will
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code. During a Participant's lifetime, his
ISOs may be exercised only by him. All other Awards (other than an ISO) are
transferable by will or by the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined in the Code. With the approval
of the Committee, a Participant may transfer an Award (other than an ISO) for
no consideration to or for the benefit of one or more Family Members of the
Participant subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to
the Award prior to such transfer. The transfer of an Award pursuant to this
Section 13 shall include a transfer of
<PAGE>

the right set forth in Section 17 hereof to consent to an amendment or
revision of the Plan and, in the discretion of the Committee, shall also
include transfer of ancillary rights associated with the Award. For purposes
of this Section 13, "Family Members" mean with respect to a Participant, any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant's household (other than a
tenant or employee), a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the Participant)
control the management of assets, and any other entity in which these persons
(or the Participant) own more than 50% of the voting interests.

   14. Rights as Stockholder.

   No Common Stock may be delivered upon the exercise of any Option until full
payment has been made. A Participant has no rights whatsoever as a stockholder
with respect to any shares covered by an Option until the date of the issuance
of a stock certificate for the shares.

   15. Withholding Tax.

   The Committee may, in its discretion and subject to such rules as it may
adopt, permit or require a Participant to pay all or a portion of the federal,
state and local taxes, including FICA and Medicare withholding tax, arising in
connection with any Awards by (i) having the Company withhold shares of Common
Stock at the minimum rate legally required, (ii) tendering back shares of
Common Stock received in connection with such Award or (iii) delivering other
previously acquired shares of Common Stock having a Fair Market Value
approximately equal to the amount to be withheld.

   16. No Right to Employment.

   Participation in the Plan will not give any Participant a right to be
retained as an employee or director of the Company or its parent or
Subsidiaries, or any right or claim to any benefit under the Plan, unless the
right or claim has specifically accrued under the Plan.

   17. Amendment of the Plan.

   The Board of Directors may from time to time amend or revise the terms of
this Plan in whole or in part and may, without limitation, adopt any amendment
deemed necessary; provided, however, that no change in any Award previously
granted to a Participant may be made that would impair the rights of the
Participant without the Participant's consent.

   18. Conditions Upon Issuance of Shares.

   An Option shall not be exercisable and a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and Restricted Stock shall not
be awarded until and unless the award of Restricted Stock, exercise of such
Option and the issuance and delivery of such share pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
or national securities association upon which the shares of Common Stock may
then be listed or quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

   As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.
<PAGE>

   19. Substitution or Assumption of Awards by the Company.

   The Company, from time to time, also may substitute or assume outstanding
awards granted by another company, whether in connection with an acquisition
of such other company or otherwise, by either (a) granting an Award under the
Plan in substitution of such other company's award, or (b) assuming such award
as if it had been granted under the Plan if the terms of such assumed award
could be applied to an Award granted under the Plan. Such substitution or
assumption shall be permissible if the holder of the substituted or assumed
award would have been eligible to be granted an Award under the Plan if the
other company had applied the rules of the Plan to such grant. In the event
the Company assumes an award granted by another company, the terms and
conditions of such award shall remain unchanged (except that the exercise
price and the number and nature of Shares issuable upon exercise of any such
option will be adjusted appropriately pursuant to section 424(a) of the Code).
In the event the Company elects to grant a new Award rather than assuming an
existing option, such new Award may be granted with a similarly adjusted
exercise price.

   20. Effective Date and Termination of Plan.

   20.01 Effective Date. This Plan is effective as of the date of its adoption
by the Board of Directors; provided, however, that no Award granted hereunder
shall be effective until the date the Company's initial underwritten public
offering of its common stock has been declared effective by the Securities
Exchange Commission (the "IPO Date"), and provided further, that any Award
granted before or as of the IPO Date shall be null and void unless approved by
the Committee on or before the IPO Date.

   20.02 Termination of the Plan. The Plan will terminate 10 years after the
date it is approved by the Board of Directors; provided, however, that the
Board of Directors may terminate the Plan at any time prior thereto with
respect to any shares that are not then subject to Awards. Termination of the
Plan will not affect the rights and obligations of any Participant with
respect to Awards granted before termination.