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                                                                     EXHIBIT 4.1

                             SUN MICROSYSTEMS, INC.

                      1990 LONG-TERM EQUITY INCENTIVE PLAN

                       (AMENDED AS OF SEPTEMBER 17, 2002)

        1. Purpose of the Plan. The purpose of the Sun Microsystems, Inc. 1990
Long-Term Equity Incentive Plan is to enable Sun Microsystems, Inc. to provide
an incentive to eligible employees, consultants and Officers whose present and
potential contributions are important to the continued success of the Company,
to afford them an opportunity to acquire a proprietary interest in the Company,
and to enable the Company to enlist and retain in its employ the best available
talent for the successful conduct of its business. It is intended that this
purpose will be effected through the granting of (a) stock options, (b) stock
purchase rights, (c) stock appreciation rights, and (d) long-term performance
awards.

        2. Definitions. As used herein, the following definitions shall apply:

                (a) "Board" means the Board of Directors of the Company.

                (b) "Code" means the Internal Revenue Code of 1986, as amended.

                (c) "Committee" means the Committee or Committees referred to in
Section 5 of the Plan. If at any time no Committee shall be in office, then the
functions of the Committee specified in the Plan shall be exercised by the
Board.

                (d) "Common Stock" means the Common Stock, $0.00067 par value
(as adjusted from time to time), of the Company.

                (e) "Company" means Sun Microsystems, Inc., a corporation
organized under the laws of the state of Delaware, or any successor corporation.

                (f) "Director" means a member of the Board.

                (g) "Disability" means a disability, whether temporary or
permanent, partial or total, as determined by the Committee.

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

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

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

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

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

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


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                (j) "Incentive Stock Option" means an Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

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

                (l) "Nonstatutory Stock Option" means any Option that is not an
Incentive Stock Option.

                (m) "Officer" means an officer of the Company within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

                (n) "Option" means any option to purchase shares of Common Stock
granted pursuant to Section 7 below.

                (o) "Plan" means this 1990 Long-Term Equity Incentive Plan, as
hereinafter amended from time to time.

                (p) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of Stock Purchase Rights under Section 9 below.

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

                (r) "Special Reserve" means a number of shares reserved and
available for issuance under the terms of the Plan equal to 3% of the total
shares reserved under the Plan as determined by and set forth under Section 4
below as such section may be amended from time to time in accordance with the
terms of this Plan.

                (s) "Stock Appreciation Right" means an award made pursuant to
Section 8 below, which right permits the recipient to receive an amount of
Common Stock or cash equal in value to the difference between the Fair Market
Value of Common Stock on the date of grant of the Option and the Fair Market
Value of Common Stock on the date of exercise of the Stock Appreciation Right.

                (t) "Stock Purchase Right" means the right to purchase Common
Stock pursuant to a restricted stock purchase agreement entered into between the
Company and the purchaser under Section 9 below.

                (u) "Subsidiary" means a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or by a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or by a Subsidiary.

                In addition, the term "Rule 16b-3", and the term "Performance
Period" shall have the meanings set forth in Section 5(a), and Section 10,
respectively.

        3. Eligible Participants. Any Officer, consultant, or other employee of
the Company or of a Subsidiary whom the Committee deems to have the potential to
contribute to the future success of the Company shall be eligible to receive
awards under the Plan; provided, however, that any Options intended to qualify
as Incentive Stock Options shall be granted only to employees of the Company or
its Subsidiaries.

        4. Stock Subject to the Plan. Subject to Sections 11 and 12, the total
number of shares of Common Stock reserved and available for distribution
pursuant to the Plan shall be


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1,287,475,000 shares. The shares may be authorized, but unissued, or reacquired
Common Stock. Subject to Sections 11 and 12 below, if any shares of Common Stock
that have been optioned under an Option cease to be subject to such Option
(other than through exercise of the Option), or if any Right, Option or
Long-Term Performance Award granted hereunder is forfeited or any such award
otherwise terminates prior to the issuance to the participant of Common Stock,
the shares (if any) that were reserved for issuance pursuant to such Right,
Option or Long-Term Performance Award shall again be available for distribution
in connection with future awards or Option grants under the Plan; provided,
however, that shares of Common Stock that have actually been issued under the
Plan, whether upon exercise of an Option or Right or in satisfaction of a
Long-Term Performance Award, shall not in any event be returned to the Plan and
shall not become available for future distribution under the Plan.

        5. Administration.

                (a) Procedure.

                        (i) Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of service
providers.

                        (ii) Section 162(m). To the extent that a Committee
determines it to be desirable to qualify awards granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee consisting solely of two or
more "outside directors" within the meaning of Section 162(m) of the Code.

                        (iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange
Act ("Rule 16b-3"), the transactions contemplated hereunder shall be structured
to satisfy the requirements for exemption under Rule 16b-3.

                        (iv) Other Administration. Other than as provided above,
the Plan shall be administered by (A) the Board, or (B) a Committee, which
committee shall be constituted to satisfy applicable securities laws, Delaware
corporate law and the Code.

                (b) Authority. A Committee, if there be one, shall have full
power to implement and carry out the Plan, subject to the general purposes,
terms, and conditions of the Plan and to the direction of the Board (including
the specific duties delegated by the Board to such Committee), which power shall
include, but not be limited to, the following:

                        (i) to select the Officers, consultants and other
employees of the Company and/or its Subsidiaries to whom Options, Rights and/or
Long-Term Performance Awards may from time to time be granted hereunder;

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

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

                        (iv) to approve forms of agreement for use under the
Plan;

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


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                        (vi) to determine whether and under what circumstances
an Option may be settled in cash or Restricted Stock under Section 7(j) instead
of Common Stock;

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

                        (viii) to determine whether, to what extent and under
what circumstances Common Stock and other amounts payable with respect to an
award under this Plan shall be deferred either automatically or at the election
of the participant (including providing for and determining the amount (if any)
of any deemed earnings on any deferred amount during any deferral period);

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

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

                        (xi) to allow participants to satisfy withholding tax
obligations by electing to have the Company withhold from the shares of Common
Stock to be issued upon exercise of an award that number of shares having a Fair
Market Value equal to the amount required to be withheld. The Fair Market Value
of the Shares to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by a participant to have
shares withheld for this purpose shall be made in such form and under such
conditions as the Committee may deem necessary or advisable and shall be subject
to the consent or disapproval of the Committee.

                The Committee shall have the authority to construe and interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.

        6. Duration of the Plan. The Plan shall remain in effect until
terminated by the Board under the terms of the Plan, provided that in no event
may Incentive Stock Options be granted under the Plan later than October 15,
2010.

        7. Stock Options. The Committee, in its discretion, may grant Options to
eligible participants and shall determine whether such Options shall be
Incentive Stock Options or Nonstatutory Stock Options. Each Option shall be
evidenced by a written Option agreement which shall expressly identify the
Option as an Incentive Stock Option or as a Nonstatutory Stock Option, and be in
such form and contain such provisions as the Committee shall from time to time
deem appropriate. Without limiting the foregoing, the Committee may, at any
time, or from time to time, authorize the Company, with the consent of the
respective recipients, to issue new Options including Options in exchange for
the surrender and cancellation of any or all outstanding Options or Rights.
Option agreements shall contain the following terms and conditions:

                (a) Exercise Price; Number of Shares. The exercise price of the
Option, which shall be approved by the Committee, must be equal to or greater
than the Fair Market Value of the Common Stock at the time the Option is
granted; provided, however, that in the case of a Nonstatutory Stock Option, the
price may be less than (but no less than 85%) of the Fair Market Value of the
Common Stock on the date the Option is granted, if such Option is granted, in
the discretion of the Board or Committee, as the case may be, expressly in lieu
of a reasonable amount of salary or compensation due the recipient of the
Option. In addition, Nonstatutory Stock Options may be granted at an exercise
price less than Fair Market Value of the Common


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Stock at the time the Option is granted, provided that such grant is out of and
subject to the limitations of the Special Reserve and, provided further, that in
the case of an individual subject to Section 16 of the Exchange Act, the
exercise price shall be no less than 50% of the Fair Market Value of the Common
Stock on the date the Option is granted.

                The Option agreement shall specify the exercise price and the
number of shares of Common Stock to which it pertains.

                (b) Waiting Period; Exercise Dates; Term. At the time an Option
is granted, the Committee will determine the terms and conditions to be
satisfied before shares may be purchased, including the dates on which shares
subject to the Option may first be purchased. The Committee may specify that an
Option may not be exercised until the completion of the waiting period specified
at the time of grant. (Any such period is referred to herein as the "waiting
period.") At the time an Option is granted, the Committee shall fix the period
within which such Option may be exercised, which shall not be less than the
waiting period, if any, nor, in the case of an Incentive Stock Option, more than
10 years from the date of grant.

                (c) Form of Payment. The consideration to be paid for the shares
of Common Stock to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Committee (and, in the case of an Incentive
Stock Option, shall be determined at the time of grant) and may consist entirely
of (i) cash, (ii) certified or cashier's check, (iii) promissory note, (iv)
other shares of Common Stock (including, in the discretion of the Committee,
Restricted Stock) which (x) either have been owned by the optionee for more than
six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the shares as to which said
Option shall be exercised, (v) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds required to pay the exercise price,
(vi) delivery of an irrevocable subscription agreement for the shares which
obligates the option holder to take and pay for the shares not more than 12
months after the date of delivery of the subscription agreement or (vii) any
combination of the foregoing methods of payment.

                (d) Effect of Termination of Employment, Retirement or Death of
Employee Participants. In the event that an optionee during his or her lifetime
ceases to be an employee of the Company or of any Subsidiary for any reason,
including retirement, any Option, including any unexercised portion thereof,
which was otherwise exercisable on the date of termination of employment, shall
expire within such time period as is determined by the Committee; provided,
however, that in the case of an Incentive Stock Option the Option shall expire
unless exercised within a period of 90 days from the date on which the optionee
ceased to be an employee, but in no event after the expiration of the term of
such Option as set forth in the Option agreement. If in any case the Committee
shall determine that an employee shall have been discharged for Just Cause (as
defined below) such employee shall not thereafter have any rights under the Plan
or any Option that shall have been granted to him or her under the Plan. For
purposes of this Section, "Just Cause" means the termination of employment of an
employee shall have taken place as a result of (i) willful breach or neglect of
duty; (ii) failure or refusal to work or to comply with the Company's rules,
policies, and practices; (iii) dishonesty; (iv) insubordination; (v) being under
the influence of drugs (except to the extent medically prescribed) or alcohol
while on duty or on Company premises; (vi) conduct endangering, or likely to
endanger, the


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health or safety of another employee; or (vii) conviction of a felony. In the
event of the death of an employee optionee, that portion of the Option which had
become exercisable on the date of death shall be exercisable by his or her
personal representatives, heirs, or legatees within six months or such time
period as is determined by the Committee (but in the case of an Incentive Stock
Option, in no event after the expiration of the term of such Option as set forth
in the Option agreement). In the event of the death of an optionee within one
month after termination of employment or service, that portion of the Option
which had become exercisable on the date of termination shall be exercisable by
his or her personal representatives, heirs, or legatees within six months or
such time period as is determined by the Committee (but in the case of an
Incentive Stock Option, in no event after the expiration of the term of such
Option as set forth in the Option agreement.) In the event that an optionee
ceases to be an employee of the Company or of any Subsidiary for any reason,
including death or retirement, prior to the lapse of the waiting period, if any,
his or her Option shall terminate and be null and void to the extent unvested.

                (e) Leave of Absence. The employment relationship shall not be
considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Committee, provided that such
leave is for a period of not more than 90 days (or not more than 30 days for
unpaid leave), unless reemployment upon the expiration of such leave is
guaranteed by contract or statute, or unless provided otherwise pursuant to
formal policy adopted from time to time by the Company and issued and
promulgated to employees in writing; or (iv) in the case of transfer between
locations of the Company or between the Company, its Subsidiaries or its
successor. In the case of any employee on an approved leave of absence, the
Committee may make such provisions respecting suspension of vesting of the
Option while on leave from the employ of the Company or a Subsidiary as it may
deem appropriate, except that in no event shall an Option be exercised after the
expiration of the term set forth in the Option agreement.

                (f) Acceleration of Exercisability or Waiting Period. The
Committee may accelerate the earliest date on which outstanding Options (or any
installments thereof) are exercisable.

                (g) Special Incentive Stock Option Provisions. In addition to
the foregoing, Options granted under the Plan which are intended to be Incentive
Stock Options under Section 422 of the Code shall be subject to the following
terms and conditions:

                        (i) Dollar Limitation. To the extent that the aggregate
Fair Market Value of the shares of Common Stock with respect to which Options
designated as Incentive Stock Options become exercisable for the first time by
any individual during any calendar year (under all plans of the Company) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock Options. For
purposes of the preceding sentence, (i) Options shall be taken into account in
the order in which they were granted and (ii) the Fair Market Value of the
shares shall be determined as of the time the Option with respect to such shares
is granted.

                        (ii) 10% Stockholder. If any person to whom an Incentive
Stock Option is to be granted pursuant to the provisions of the Plan is, on the
date of grant, the owner of Common Stock (as determined under Section 424(d) of
the Code) possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any Subsidiary, then the following special
provisions shall be applicable to the Incentive Stock Option granted


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to such individual:

                                (A) The exercise price per share of the Common
Stock subject to such Incentive Stock Option shall not be less than 110% of the
Fair Market Value of the Common Stock on the date of grant; and

                                (B) The Option shall not have a term in excess
of five years from the date of grant.

                Except as modified by the preceding provisions of this
Subsection 7(g) and except as otherwise required by Section 422 of the Code, all
of the provisions of the Plan shall be applicable to the Incentive Stock Options
granted hereunder.

                (h) Other Provisions. Each Option granted under the Plan may
contain such other terms, provisions, and conditions not inconsistent with the
Plan as may be determined by the Committee.

                (i) Options to Consultants. Options granted to consultants shall
not be subject to Sections 7(b) and 7(d) of the Plan, but shall have such terms
and conditions pertaining to waiting period (if any), exercise date, and effect
of termination of the consulting relationship as the Committee shall determine
in each case.

                (j) Buyout Provisions. The Committee may at any time offer to
buy out, for a payment in cash or Common Stock (including Restricted Stock), an
Option previously granted, based on such terms and conditions as the Committee
shall establish and communicate to the optionee at the time that such offer is
made. Any such offer made to an Officer or Director shall comply with the
applicable provisions of Rule 16b-3. This provision is intended only to clarify
the powers of the Committee and shall not in any way be deemed to create any
rights on the part of optionees to receive buyout offers or payments.

                (k) Limitations on Grants to Employees. Notwithstanding anything
to the contrary herein, the following limitations shall apply to grants of
Options:

                        (i) No eligible participant shall be granted, in any
fiscal year of the Company, Options to purchase more than 4,800,000 shares.

                        (ii) In connection with his or her initial employment,
an eligible participant may be granted Options to purchase up to an additional
6,400,000 shares which shall not count against the limit set forth in subsection
(i) above.

                        (iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 11.

                        (iv) If an Option is cancelled (other than in connection
with a transaction described in Section 12), the cancelled Option will be
counted against the limit set forth in this paragraph k. For this purpose, if
the exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.

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

                (a) Exercise of Right. The Stock Appreciation Right shall
entitle the optionee to exercise the Right by surrendering to the Company
unexercised a portion of the underlying Option as to which Optionee has a right
to exercise. The Optionee shall receive in exchange from the Company an amount
in cash or Common Stock equal in value to the excess of (x) the


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Fair Market Value on the date of exercise of the Right of the Common Stock
covered by the surrendered portion of the underlying Option over (y) the
exercise price of the Common Stock covered by the surrendered portion of the
underlying Option, as determined in accordance with Section 7(a) above.
Notwithstanding the foregoing, the Committee may place limits on the amount that
may be paid upon exercise of a Stock Appreciation Right; provided, however, that
such limit shall not restrict the exercisability of the underlying Option.

                (b) Option Cancelled. When a Stock Appreciation Right is
exercised, the underlying Option, to the extent surrendered, shall no longer be
exercisable.

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

                (d) In-the-Money Requirement. A Stock Appreciation Right may
only be exercised at a time when the Fair Market Value of the Common Stock
covered by the underlying Option exceeds the exercise price of the Common Stock
covered by the underlying Option.

                (e) Incentive Stock Option Requirements. In the event that a
Stock Appreciation Right is granted that relates to an Incentive Stock Option,
such Right shall contain such additional or different terms as may be necessary
under applicable regulations to preserve treatment of the Incentive Stock Option
as such under Section 422 of the Code.

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

        9. Stock Purchase Rights.

                (a) Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Committee determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of shares of Common Stock that such person shall be
entitled to purchase, the price to be paid, which price in the case of
individuals subject to Section 16 of the Exchange Act shall not be more than
$0.00067 per share (the par value of the Company's Common Stock, as adjusted
from time to time, and the minimum price permitted by the Delaware General
Corporation Law), and the time within which such person must accept such offer,
which shall in no event exceed 60 days from the date the Stock Purchase Right
was granted. The offer shall be accepted by execution of a Restricted Stock
purchase agreement in the form determined by the Committee. Shares purchased
pursuant to the grant of a Stock Purchase Right shall be referred to herein as
"Restricted Stock."

                (b) Repurchase Option. The Restricted Stock purchase agreement
shall grant the Company a repurchase option exercisable upon the voluntary or
involuntary termination of the purchaser's employment with the Company for any
reason (including death or Disability). The purchase price for shares
repurchased pursuant to the Restricted Stock purchase agreement shall be the
original price paid by the purchaser and may be paid by cancellation of any
indebtedness


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of the purchaser to the Company. The repurchase option shall lapse as to not
more than 50% of such shares at a date not earlier than 2-1/2 years from the
date of grant of the Restricted Stock and as to the remaining shares at a date
not earlier than 5 years from the date of grant of the Restricted Stock. The
Committee shall exercise its repurchase option in accordance with the above.
Notwithstanding the foregoing, with respect to Restricted Stock granted out of
and subject to the restrictions of the Special Reserve, the Committee may in its
discretion exercise its repurchase option and such repurchase option shall lapse
as to such shares at such a rate as the Committee may, in its discretion,
determine.

                (c) Other Provisions. The Restricted Stock purchase agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Committee in its sole discretion. In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

        10. Long-Term Performance Awards.

                (a) Awards. Long-Term Performance Awards are cash or stock bonus
awards that may be granted either alone, in addition to or in tandem with other
awards granted under the Plan and/or awards made outside of the Plan. Long-Term
Performance Awards shall not require payment by the recipient of any
consideration for the Long-Term Performance Award or for the shares of Common
Stock covered by such award. The Committee shall determine the nature, length
and starting date of any performance period (the "Performance Period") for each
Long-Term Performance Award and shall determine the performance and/or
employment factors to be used in the determination of the value of Long-Term
Performance Awards and the extent to which such Long-Term Performance Awards
have been earned. Shares issued pursuant to a Long-Term Performance Award may be
made subject to various conditions, including vesting or forfeiture provisions.
Long-Term Performance Awards may vary from participant to participant and
between groups of participants and shall be based upon the achievement of
Company, Subsidiary and/or individual performance factors or upon such other
criteria as the Committee may deem appropriate. Performance Periods may overlap
and participants may participate simultaneously with respect to Long-Term
Performance Awards that are subject to different Performance Periods and
different performance factors and criteria. Long-Term Performance Awards shall
be confirmed by, and be subject to the terms of, a written Long-Term Performance
Award agreement.

                (b) Value of Awards. At the beginning of each Performance
Period, the Committee may determine for each Long-Term Performance Award subject
to such Performance Period the range of dollar values and/or numbers of shares
of Common Stock to be issued to the participant at the end of the Performance
Period if and to the extent that the relevant measures of performance for such
Long-Term Performance Award are met. Such dollar values or numbers of shares of
Common Stock may be fixed or may vary in accordance with such performance or
other criteria as may be determined by the Committee.

                (c) Adjustment of Awards. Notwithstanding the provisions of
Section 19 hereof, the Committee may, after the grant of Long-Term Performance
Awards, adjust the performance factors applicable to such Long-Term Performance
Awards to take into account changes in the law or in accounting or tax rules and
to make such adjustments as the Committee deems necessary or appropriate to
reflect the inclusion or exclusion of the impact of extraordinary or unusual
items, events or circumstances in order to avoid windfalls or hardships.


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

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

                (e) Form of Payment. The earned portion of a Long-Term
Performance Award may be paid currently or on a deferred basis (with such
interest or earnings equivalent as may be determined by the Committee). Payment
shall be made in the form of cash or whole shares of Common Stock, including
Restricted Stock, or a combination thereof, either in a lump sum payment or in
installments, all as the Committee shall determine.

                (f) Reservation of Shares. In the event that the Committee
grants a Long-Term Performance Award that is payable in cash or Common Stock,
the Committee may (but need not) reserve an appropriate number of shares of
Common Stock under the Plan at the time of grant of the Long-Term Performance
Award. If and to the extent that the full amount reserved is not actually paid
in Common Stock, the shares of Common Stock representing the portion of the
reserve for that Long-Term Performance Award that is not actually issued in
satisfaction of such Long-Term Performance Award shall again become available
for award under the Plan. If shares of Common Stock are not reserved by the
Committee at the time of grant, then (i) no shares shall be deducted from the
number of shares available for grant under the Plan at that time and (ii) at the
time of payment of the Long-Term Performance Award, only the number of shares
actually issued to the participant shall be so deducted. If there are not a
sufficient number of shares available under the Plan for issuance to a
participant at the time of payment of a Long-Term Performance Award, any
shortfall shall be paid by the Company in cash.

        11. Recapitalization. In the event that dividends are payable in Common
Stock or in the event there are splits, subdivisions, or combinations of shares
of Common Stock, the number of shares available under the Plan shall be
increased or decreased proportionately, as the case may be, and the number of
shares of Common Stock deliverable in connection with any Option, Right or
Long-Term Performance Award theretofore granted shall be increased or decreased
proportionately, as the case may be, without change in the aggregate purchase
price (where applicable).

        12. Reorganization. In case the Company is merged or consolidated with
another corporation and the Company is not the surviving corporation, or in case
the property or stock of the Company is acquired by another corporation, or in
case of separation, reorganization, or liquidation of the Company, the
Committee, or the board of directors of any corporation assuming the obligations
of the Company hereunder, shall, as to outstanding Options, Rights or Long-Term
Performance Awards either (a) make appropriate provision for the protection of
any such outstanding Options, Rights or Long-Term Performance Awards by the
assumption or substitution on an equitable basis of appropriate stock of the
Company or of the merged, consolidated, or otherwise reorganized corporation
which will be issuable in respect to the shares


                                       10
<PAGE>

of Common Stock, provided that in the case of Incentive Stock Options, such
assumption or substitution comply with Section 424(a) of the Code, or (b) upon
written notice to the participant, provide that the Option or Right must be
exercised within 30 days of the date of such notice or it will be terminated. In
any such case, the Committee may, in its discretion, advance the lapse of
vesting periods, waiting periods, and exercise dates.

        13. Employment or Consulting Relationship. Nothing in the Plan or any
award made hereunder shall interfere with or limit in any way the right of the
Company or of any Subsidiary to terminate any recipient's employment or
consulting relationship at any time, with or without cause, nor confer upon any
recipient any right to continue in the employ or service of the Company or any
Subsidiary.

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

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

        16. Nonassignability of Awards. No awards made hereunder, including
Options, Rights and Long-Term Performance Awards, shall be assignable or
transferable by the recipient 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 or Title I of the Employee Retirement Income Security Act, or the rules
thereunder, and in no event shall such awards be assigned or transferred in a
manner that is inconsistent with the specific Plan provisions relating thereto.
The designation of a beneficiary by a participant does not constitute a
transfer. During the life of the recipient, an Option, Right or Long-Term
Performance Award shall be exercisable only by him or her or by a transferee
permitted by this Section 16.

        17. Withholding Taxes. Whenever, under the Plan, shares are to be issued
in satisfaction of Options, Rights or Long-Term Performance Awards granted
hereunder, the Company shall have the right to require the recipient to remit to
the Company an amount sufficient to satisfy federal, state, and local
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. Whenever, under the Plan, payments are to be made
to participants in cash, such payments shall be net of an amount sufficient to
satisfy federal, state, and local withholding tax requirements.

        18. Nonexclusivity of the Plan. Neither the adoption or amendment of the
Plan by the Board, the submission of the Plan or any amendments thereto to the
stockholders of the Company


                                       11
<PAGE>

for approval, nor any provision of the Plan shall be construed as creating any
limitations on the power of the Board or the Committee to adopt and implement
such additional compensation arrangements as it may deem desirable, including,
without limitation, the awarding of cash or the granting of stock options, stock
appreciation rights, stock purchase rights or long-term performance awards
outside of the Plan, and such arrangements may be either generally applicable to
a class of employees or consultants or applicable only in specified cases.

        19. Amendment, Suspension, or Termination of the Plan. The Board may at
any time amend, alter, suspend, or terminate the Plan, but no amendment,
alteration, suspension, or termination shall be made which would impair the
rights of any grantee under any grant theretofore made, without his or her
consent. In addition, to the extent necessary and desirable to comply with Rule
16b-3 under the Exchange Act or under Section 422 of the Code (or any other
Applicable Law), the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as is required by such
Applicable Law.

        20. Effective Date of the Plan. The Plan shall become effective upon
approval of the Board and shall be subject to stockholder approval within 12
months of adoption by the Board. Options, Rights and Long-Term Performance
Awards may be granted and exercised under the Plan only after there has been
compliance with all applicable federal and state securities laws.


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