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                                  EXHIBIT 10.2

                     TWEETER HOME ENTERTAINMENT GROUP, INC.

                1998 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED

                                   SECTION 1.
                    GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The name of the plan is the Tweeter Home Entertainment Group, Inc. 1998
Stock Option and Incentive Plan (the "Plan"). The purpose of the Plan is to
encourage and enable the officers, employees, Independent Directors and other
key persons of Tweeter Home Entertainment Group, Inc. (the "Company") and the
Company's Subsidiaries, upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business, to acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company, thereby stimulating
their efforts on the Company's behalf and strengthening their desire to remain
with the Company. The following terms shall be defined as set forth below:

         "Act" means the Securities Exchange Act of 1934, as amended from time
to time.

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

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, Performance Share Awards, Performance Unit
Awards, Stock Appreciation Rights Awards, Dividend Equivalent Rights Awards and
Common Stock in Lieu of Cash Compensation Awards.

         "Board" means the Board of Directors of the Company as constituted from
time to time.

         "Change of Control" is defined in Section 17.

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

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

         "Common Stock in Lieu of Cash Compensation Award" means Awards granted
pursuant to Section 11.

         "Company" means Tweeter Home Entertainment Group, Inc., a Delaware
corporation, and any successor thereto.

         "Dividend Equivalent Rights Award" means Awards granted pursuant to
Section 8.
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         "Effective Date" means the later to occur of (i) the date on which the
Plan is initially approved by stockholders as set forth in Section 19 or (ii)
the IPO Date.

         "Fair Market Value" on any given date means the last sale price at
which Stock is traded on such date or, if no Stock is traded on such date, the
next preceding date on which Stock was traded, as reported by Nasdaq or, if
applicable, the principal stock exchange or, if applicable, any other national
stock exchange on which the Stock is traded or admitted to trading.
Notwithstanding the foregoing, the Fair Market Value on the first day of the
Company's initial public offering of Stock shall be the initial public offering
price as set forth in the final prospectus for the Company's initial public
offering.

         "Incentive Stock Option" means any Stock Option that is intended to
qualify as and is designated in writing in the related Option Award agreement as
intending to constitute an "incentive stock option" as defined in Section 422 of
the Code.

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

         "IPO" means an initial public offering of the common stock of the
Company pursuant to an effective registration statement.

         "IPO Date" means the date on which the Company closes its IPO.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Performance Share Award" means Awards granted pursuant to Section 9.

         "Performance Unit Award" means Awards granted pursuant to Section 10.

         "Restricted Stock Award" means Awards granted pursuant to Section 6.

         "Stock" means the Common Stock, no par value, of the Company, subject
to adjustments pursuant to Section 3.

         "Stock Appreciation Rights Award" means Awards granted pursuant to
Section 7.

         "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5.

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain, and specifically includes without
limitation NEA Delaware, Inc.
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                                   SECTION 2.
     ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT PARTICIPANTS
                              AND DETERMINE AWARDS

         (a) Committee. The Plan shall be administered by either the Board or a
committee of not fewer than two (2) Independent Directors (in either case, the
"Administrator"). Each member of the Committee shall be a "non-employee
director" within the meaning of Rule 16b-3(b)(3)(i) promulgated under the Act,
or any successor definition under said rule. From and after the date the Company
becomes subject to Section 162(m) of the Code with respect to compensation
earned under this Plan, each member of the Committee shall also be an "outside
director" within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder.

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

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

                  (ii) to determine the time or times of grant, and the extent,
if any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted
Stock Awards, Performance Share Awards, Performance Unit Awards, Stock
Appreciation Rights Awards, Dividend Equivalent Rights Awards and Common Stock
in Lieu of Cash Compensation Awards or any combination of the foregoing, granted
to any one or more participants;

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

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

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

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

                  (vii) to determine at any time whether, to what extent, and
under what circumstances Stock and other amounts payable with respect to an
Award shall be deferred either automatically or at the election of the
participant and whether and to what extent the Company shall pay or credit
amounts constituting deemed interest (at rates determined by the Administrator)
or dividends or deemed dividends on such deferrals; and
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                  (viii) at any time to adopt, alter and repeal such rules,
guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

         All decisions and interpretations of the Administrator shall be made in
the Administrator's sole and absolute discretion and shall be final and binding
on all persons, including the Company and Plan participants.

         (c) Delegation of Authority to Grant Awards. The Administrator may
delegate to the Chief Executive Officer and/or the President of the Company
(provided that such officer is a member of the Board of Directors) all or part
of the Administrator's authority and duties with respect to Awards, including
the granting thereof, to individuals who are not subject to the reporting and
other provisions of Section 16 of the Act or "covered employees" within the
meaning of Section 162(m) of the Code, provided, however, that the number of
shares of Stock underlying Awards made by the Chief Executive Officer shall not
exceed, in the aggregate, ten percent (10%) of the number of shares of Stock
available for issuance under the Plan.

                                   SECTION 3.
                  STOCK ISSUABLE UNDER THE PLAN; TERM OF PLAN;
                  RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS

         (a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan initially shall be 1,458,217 and as of May
31, 2001 shall be 3,681,084 shares of Stock. In addition, (a) the number of
shares of Stock reserved and available for issuance under the Plan will be
increased each year after 2001 by a number of shares of Stock not to exceed
300,000 shares, (b) as Awards consisting of Stock Options are exercised, the
shares of Stock underlying such previously outstanding portion of the Award
shall be added back to the Shares available for issuance under the Plan;
however, this amount shall not exceed 100,000 shares of Stock in any given year,
and (c) if any portion of an Award is forfeited, cancelled, or reacquired by the
Company, satisfied without the issuance of Stock or otherwise terminated, the
shares of Stock underlying such portion of the Award shall be added back to the
shares of Stock available for issuance under the Plan. Subject to such overall
limitation, shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award; PROVIDED, however, that an individual recipient can
receive Stock Options with respect to no more than 625,000 shares of Stock
during any one calendar year. The shares available for issuance under the Plan
may be authorized but unissued shares of Stock or shares of Stock reacquired by
the Company.(1)

----------------------
(1)  Section 3(a) was amended on July 30, 2001 to increase the number of shares
     issuable under the plan.
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         (b) Term of Plan. No Awards shall be made after June 1, 2004.(2)
Notwithstanding the foregoing, Stock Options granted hereunder may, except as
otherwise expressly provided herein, be exercisable for up to ten years after
the date of grant.

         (c) Recapitalizations. Subject to the provisions of Section 17, if,
through or as a result of any merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, the outstanding shares of Stock are
increased or decreased or are exchanged for a different number or kind of shares
or other securities of the Company, or additional shares or new or different
shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, the
Administrator may make an appropriate or proportionate adjustment in (i) the
maximum number of shares reserved for issuance under the Plan, (ii) the number
of Stock Options that can be granted to any one individual participant, (iii)
the number and kind of shares or other securities subject to any then
outstanding Awards under the Plan, and (iv) the price for each share subject to
any then outstanding Stock Options under the Plan, without changing the
aggregate exercise price (i.e., the exercise price multiplied by the total
number of Stock Options) as to which such Stock Options remain exercisable. The
adjustment by the Administrator shall be final, binding and conclusive. No
fractional shares of Stock shall be issued under the Plan resulting from any
such adjustment, but the Administrator in its discretion may make a cash payment
in lieu of fractional shares.

                  (d) Substitute Awards. The Administrator may grant Awards
under the Plan in substitution for stock and stock based awards held by
employees of another corporation who become employees of the Company or a
Subsidiary as the result of a merger or consolidation of the employing
corporation with the Company or a Subsidiary or the acquisition by the Company
or a Subsidiary of property or stock of the employing corporation. The
Administrator may direct that the substitute awards be granted on such terms and
conditions as the Administrator considers appropriate in the circumstances.

                                   SECTION 4.
                                   ELIGIBILITY

         Participants in the Plan will be such full or part-time officers and
other employees, Independent Directors and key persons of the Company and the
Company's Subsidiaries who are responsible for or contribute to the management,
growth or profitability of the Company and the Company's Subsidiaries as are
selected from time to time by the Administrator in its sole discretion.

                                   SECTION 5.
                                  STOCK OPTIONS

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

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(2)  Section 3(b) was amended by the Board of Directors on December 11, 2002 to
     extend this expiration date from June 1, 2003 to June 1, 2004.
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Options or Non-Qualified Stock Options. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be
deemed a Non-Qualified Stock Option.

         (a) Stock Options Granted to Employees and Key Persons. The
Administrator in its discretion may grant Stock Options to eligible employees
and key persons of the Company or any Subsidiary. Stock Options granted pursuant
to this Section 5(a) shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of the Plan, as the Administrator shall deem desirable. If the
Administrator so determines, Stock Options may be granted in lieu of cash
compensation at the participant's election, subject to such terms and conditions
as the Administrator may establish, as well as in addition to other
compensation.

                  (i) Exercise Price. The exercise price per share for the Stock
covered by a Stock Option granted pursuant to this Section 5(a) shall be
determined by the Administrator at the time of grant but shall not be less than
100% of the Fair Market Value on the date of grant. If an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Company or any parent or subsidiary corporation and an Incentive Stock Option is
granted to such employee, the option price of such Incentive Stock Option shall
be not less than 110% of the Fair Market Value on the grant date.

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

                  (iii) Exercisability; Rights of a Stockholder. Stock Options
shall become exercisable at such time or times, whether or not in installments,
as shall be determined by the Administrator at or after the grant date;
provided, however, that (A) Stock Options granted in lieu of compensation shall
be exercisable in full as of the grant date unless the Administrator otherwise
provides in the Award agreement, and (B) all Stock Options must be exercised
within three (3) years of the date they become exercisable or they shall
automatically expire, and provided further that (1) no holder of a Stock Option
may exercise any Stock Options during any period in which such person is in
breach of any noncompetition agreement or covenant such person has with the
Company, and (2) if any such holder fails to cure any such breach within thirty
(30) days of written notice thereof, all Stock Options held by such person shall
thereupon be forfeited. The Administrator may at any time accelerate the
exercisability of all or any portion of any Stock Option. An optionee shall have
the rights of a stockholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.
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                  (iv) Method of Exercise. Stock Options may be exercised in
whole or in part, by giving written notice of exercise to the Company,
specifying the number of shares to be purchased. Payment of the purchase price
may be made by one or more of the following methods to the extent provided in
the Option Award agreement:

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

                           (B) In the form of shares of Stock that are not then
subject to restrictions under any Company plan and that have been beneficially
owned by the optionee for at least six months, if permitted by the Administrator
in its discretion. Such surrendered shares shall be valued at Fair Market Value
on the exercise date;

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

                           (D) By the optionee delivering to the Company a
promissory note if the Administrator has expressly authorized the loan of funds
to the optionee for the purpose of enabling or assisting the optionee to effect
the exercise of his Stock Option; provided that at least so much of the exercise
price as represents the par value of the Stock shall be paid other than with a
promissory note, and provided further that any such promissory note shall bear
interest at market rates. Payment instruments will be received subject to
collection.

The delivery of certificates representing the shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from
the optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the Stock
Option or applicable provisions of laws.

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

         (c) Non-transferability of Options. Except as otherwise set forth in
the following sentence, no Stock Option shall be transferable by the optionee
other than by will or by the laws of descent and distribution and all Stock
Options shall be exercisable, during the optionee's lifetime, only by the
optionee. Notwithstanding the foregoing, an optionee may transfer, without
<PAGE>
consideration for the transfer, his Non-Qualified Stock Options to members of
his family, to trusts for the benefit of such family members, or to partnerships
in which such family members are the only partners, provided that the transferee
agrees in writing with the Company to be bound by all of the terms and
conditions of this Plan and the applicable option agreement.

         (d) Termination. Except as may otherwise be provided by the
Administrator either in the Award agreement, or subject to Section 15 below, in
writing after the Award agreement is issued, an optionee's rights in all Stock
Options shall automatically terminate sixty (60) days following optionee's
termination of employment (or cessation of business relationship) with the
Company and its Subsidiaries for any reason.

                                   SECTION 6.
                             RESTRICTED STOCK AWARDS

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

         (b) Rights as a Stockholder. Upon execution of the Restricted Stock
Award agreement and paying any applicable purchase price, a participant shall
have the rights of a stockholder with respect to the voting of the Restricted
Stock, subject to such terms and conditions as may be contained in the
Restricted Stock Award agreement. Unless the Administrator shall otherwise
determine, certificates evidencing the Restricted Stock shall remain in the
possession of the Company until such Restricted Stock is vested as provided in
Section 6(d) below, and the participant shall be required, as a condition of the
grant, to deliver to the Company a stock power endorsed in blank.

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

         (d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-
transferability of the Restricted Stock and the Company's right of repurchase or
forfeiture shall lapse, provided, however, that any Awards of Restricted Stock
that vest solely on the basis of continuing employment (or other business
relationship) shall be subject to a seven (7) year period of vesting, in equal
installments, subject, however, at the
<PAGE>
Administrator's discretion, to accelerated vesting upon the achievement of
specified performance goals. Subsequent to such date or dates and/or the
attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 15 below, in writing after the Award agreement is issued, a
participant's rights in any shares of Restricted Stock that have not vested
shall automatically terminate upon the participant's termination of employment
(or other business relationship) with the Company and its Subsidiaries and such
shares shall be subject to the Company's right of repurchase as provided in
Section 6(c) above.

         (e) Waiver, Deferral and Reinvestment of Dividends. The Restricted
Stock Award agreement may require or permit the immediate payment, waiver,
deferral or reinvestment (in the form of additional Restricted Stock) of
dividends paid on the Restricted Stock.

         (f) Limit on Restricted Stock Awards. No more than 25% of the shares of
Stock reserved for issuance under the Plan may, in any Plan year, be used for
Restricted Stock Awards.

                                   SECTION 7.
                         STOCK APPRECIATION RIGHT AWARDS

         (a) Grants of Stock Appreciation Rights. A Stock Appreciation Right
Award is an Award entitling the recipient to receive, upon surrender to the
Company unexercised the Stock Option to which it relates, or any portion
thereof, that number of shares of Stock having an aggregate Fair Market Value
equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common
Stock as of the date the Stock Appreciation Right Award is exercised over (ii)
the option price per share specified in such Stock Option, multiplied by (B) the
number of shares of Stock subject to the Stock Option, or portion thereof, which
is surrendered. Stock Appreciation Rights may be awarded by the Administrator in
connection with any Stock Option granted under the Plan, either at the time the
Stock Option is granted or thereafter at any time prior to the exercise,
termination or expiration of the Stock Option. The base price of a Stock
Appreciation Right shall be not less than the Fair Market Value of a share of
Stock on the date of grant. Stock Appreciation Rights shall be subject to such
terms and conditions not inconsistent with the other provisions of this Plan as
the Administrator shall determine.

         (b) Limitations on Exercise. A Stock Appreciation Right shall be
exercisable only to the extent that the related Stock Option is exercisable and
shall be exercisable only for such period as the Administrator may determine
(which period may expire prior to the expiration date of the related Stock
Option). Upon the exercise of all or a portion of Stock Appreciation Right, the
related Stock Option shall be canceled with respect to an equal number of shares
of Stock. Shares of Stock subject to Stock Options or portions thereof,
surrendered upon exercise of a Stock Appreciation Right, shall be available for
subsequent awards under the Plan. A Stock Appreciation Right shall be
exercisable during such period as the Administrator shall determine. Cash shall
be delivered in lieu of any fractional shares.
<PAGE>
         (c) Settlement of Stock Appreciation Rights. As soon as is reasonably
practicable after the exercise of a Stock Appreciation Right, the Company shall
(i) issue, in the name of the participant, stock certificates representing the
total number of full shares of Stock to which the participant is entitled
pursuant to paragraph (c) hereof and cash in an amount equal to the Fair Market
Value, as of the date of exercise, of any resulting fractional shares, and (ii)
if the Administrator causes the Company to elect to settle all or part of its
obligations arising out of the exercise of the Stock Appreciation Right in cash
pursuant to paragraph (e) below, deliver to the participant an amount in cash
equal to the Fair Market Value, as of the date of exercise, of the shares of
Stock it would otherwise be obligated to deliver.

         (d) Cash Settlement. The Administrator, in its discretion, may cause
the Company to settle all or any part of its obligation arising out of the
exercise of a Stock Appreciation Right by the payment of cash in lieu of all or
part of the shares of Common Stock it would otherwise be obligated to deliver in
an amount equal to the Fair Market Value of such shares on the date of exercise.

                                   SECTION 8.
                        DIVIDEND EQUIVALENT RIGHTS AWARDS

         (a) Dividend Equivalent Rights. A Dividend Equivalent Right is an Award
entitling the recipient to receive credits based on cash dividends that would
have been paid on the shares of Stock specified in the Dividend Equivalent Right
(or other Award to which it relates) if such shares had been issued to and held
by the recipient. A Dividend Equivalent Right may be granted hereunder to any
participant as a component of another Award or as a freestanding Award. The
terms and conditions of Dividend Equivalent Rights shall be specified in the
grant. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may be paid currently or may be deemed to be reinvested in additional
shares of Stock, which may thereafter accrue additional equivalents. Any such
reinvestment shall be at Fair Market Value on the date of reinvestment. Dividend
Equivalent Rights may be settled in cash or shares of Stock. A Dividend
Equivalent Right granted as a component of another Award may also contain terms
and condition different from such other Award.

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

                                   SECTION 9.
                            PERFORMANCE SHARE AWARDS

         (a) Nature of Performance Share Awards. A Performance Share Award is an
Award entitling the recipient to acquire shares of Stock upon the attainment of
specified long-term performance goals over a specified period of three to five
years. The Administrator may make Performance Share Awards independent of or in
connection with the granting of any other
<PAGE>
Award under the Plan. The Administrator in its sole discretion shall determine
whether and to whom Performance Share Awards shall be made, the performance
goals applicable under each such Award, the periods during which performance is
to be measured, and all other limitations and conditions applicable to the
awarded Performance Shares; provided, however, that the Administrator may rely
on the performance goals and other standards applicable to other performance
unit plans of the Company in setting the standards for Performance Share Awards
under the Plan.

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

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

         (d) Acceleration, Waiver, Etc. At any time prior to the participant's
termination of employment (or other business relationship) by the Company and
its Subsidiaries, the Administrator may in its sole discretion accelerate, waive
or, subject to Section 15, amend any or all of the goals, restrictions or
conditions imposed under any Performance Share Award.

                                   SECTION 10.
                             PERFORMANCE UNIT AWARDS

         (a) Nature of Performance Unit Awards. A Performance Unit Award is an
Award of units with a specified dollar value, the payment of which shall be
contingent upon the recipient's attainment of specified long-term performance
goals over a specified period of three to five years. Payment of the Awards may
be in the form of cash compensation of shares of Stock. The Administrator may
make Performance Unit Awards independent of or in connection with the granting
of any other Award under the Plan. The Administrator in its sole discretion
shall determine whether and to whom Performance Unit Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Units; provided, however, that the
Administrator may rely on the performance goals and other standards applicable
to other performance unit plans of the Company in setting the standards for
Performance Unit Awards under the Plan.

         (b) Rights as a Stockholder. A participant receiving a Performance Unit
Award payable in shares of Stock shall have the rights of a stockholder only as
to shares actually received by the participant under the Plan and not with
respect to shares subject to the Award but
<PAGE>
not actually received by the participant. A participant shall be entitled to
receive a stock certificate evidencing the acquisition of shares of Stock under
a Performance Unit Award only upon satisfaction of all conditions specified in
the written instrument evidencing the Performance Unit Award (or in a
performance plan adopted by the Administrator).

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

         (d) Acceleration, Waiver, Etc. At any time prior to the participant's
termination of employment (or other business relationship) by the Company and
its Subsidiaries, the Administrator may in its sole discretion accelerate, waive
or, subject to Section 15, amend any or all of the goals, restrictions or
conditions imposed under any Performance Unit Award.

                                   SECTION 11.
                COMMON STOCK IN LIEU OF CASH COMPENSATION AWARDS

         (a) Grants of Common Stock Payable in Lieu of Cash. The Administrator
may grant shares of Stock available for issuance under the Plan to an eligible
participant in lieu of cash compensation earned by the participant under a
short- or long-term incentive plan of the Company (an "Other Incentive Plan),
provided, however, that the award made under the Other Incentive Plan allows for
satisfaction of such award by payment of Stock in lieu of cash compensation.
Additionally, shares of Stock may be granted if specified performance goals
established by the Administrator are met, provided that the performance goals so
established meet the requirements of Section 162(m) of the Code and that the
Administrator certifies that the performance goals have been met. In the event
of a grant of shares of Stock in lieu of cash compensation, such grant shall be
conditioned upon the participant's irrevocable election to waive receipt of all
or a portion of the cash compensation otherwise payable, which waiver shall
constitute payment in full by such participant for the shares of Stock granted
in lieu of such cash compensation. All shares of Stock granted under this
Section 11 shall be without restriction.

         (b) Date of Grant. Stock granted in lieu of cash compensation shall be
granted to each participant on the date the waived cash compensation would
otherwise by paid, provided, however, that with respect to a participant who is
subject to Section 16 of the Act, if such grant date is not at least six months
and one day from the date of the election, the grant shall be delayed until the
date which is six months and one day from the date of the election (or the next
following business day, if such date is not a business day) to the extent
necessary to conform to the requirements for exempt purchases under Rule 16b-3
of the Act.

         (c) Number of Shares. The number of shares of Stock granted in lieu of
cash compensation shall be determined by dividing the amount of the waived cash
compensation by the Fair Market Value of the Stock on the date the Stock is
granted. Such Stock shall be granted for the whole number of shares so
determined; the value of any fractional share shall be paid in cash.
<PAGE>
                                   SECTION 12.
                     INDEPENDENT DIRECTOR STOCK OPTION PLAN

         Each person who is elected as an Independent Director after the IPO
shall be granted, on the date of his or her election, a Non-Qualified Stock
Option to acquire such number of shares of Stock as may be determined by the
Administrator with an exercise price per share for the Stock covered by such
Stock Option equal to the Fair Market Value on the date as of which the Stock
Option is granted. Such Stock Options shall become exercisable as may be
determined by the Administrator, provided that all Stock Options granted under
this Section 12 shall expire if not exercised within three (3) years after they
become exercisable. Stock Options granted under this Section 12 may be exercised
only by written notice to the Company specifying the number of shares to be
purchased. Payment of the full purchase price of the shares to be purchased may
be made by one or more of the methods specified in Section 5(a)(iv). An optionee
shall have the rights of a stockholder only as to shares acquired upon the
exercise of a Stock Option and not as to unexercised Stock Options.

                                   SECTION 13.
                                 TAX WITHHOLDING

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

         (b) Payment in Stock. Subject to approval by the Administrator, a
participant may elect to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

                                   SECTION 14.
                        TRANSFER, LEAVE OF ABSENCE, ETC.

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

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

                                   SECTION 15.
                           AMENDMENTS AND TERMINATION

         The Board may, at any time, amend or discontinue the Plan, and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no
such action shall adversely affect rights under any outstanding Award without
the holder's written consent. The Administrator may provide substitute Awards at
the same or reduced exercise or purchase price or with no exercise or purchase
price in a manner not inconsistent with the terms of the Plan, but such price,
if any, must satisfy the requirements which would apply to the substitute or
amended Award if it were then initially granted under this Plan, but no such
action shall adversely affect rights under any outstanding Award without the
holder's written consent. If and to the extent determined by the Administrator
to be required by (a) the Code to ensure that Incentive Stock Options granted
under the Plan are qualified under Section 422 of the Code or ensure that
compensation earned under Stock Options granted under the Plan qualifies as
performance-based compensation under Section 162(m) of the Code, if and to the
extent intended to so qualify, or (b) the rules of the Nasdaq Stock Market, Plan
amendments shall be subject to approval by the Company's stockholders entitled
to vote at a meeting of stockholders. Nothing in this Section 15 shall limit the
Board's authority to take any action permitted pursuant to Section 3(c) or 3(d).

                                   SECTION 16.
                                 STATUS OF PLAN

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

                                   SECTION 17.
                     CHANGE OF CONTROL AND MERGER PROVISIONS

         (a) In contemplation of and subject to the consummation of a
consolidation or merger or sale of all or substantially all of the assets of the
Company in which outstanding shares of Stock are exchanged for securities, cash
or other property of an unrelated corporation or business entity or in the event
of a liquidation or dissolution of the Company or in the event of a corporate
reorganization of the Company (in each case, a "Transaction"), the Board, or the
board of directors of any corporation or other entity assuming the obligations
of the Company, may, in its
<PAGE>
discretion, take any one or more of the following actions, as to outstanding
Awards: (i) provide that such Awards shall be assumed or equivalent awards shall
be substituted, by the acquiring or succeeding corporation or other entity (or
an affiliate thereof), and/or (ii) upon written notice to the participants,
provide that all Awards will terminate immediately prior to the consummation of
the Transaction. In the event that, pursuant to clause (ii) above, Awards will
terminate immediately prior to the consummation of the Transaction, all vested
Awards, other than Options, shall be fully settled in cash or in kind at such
appropriate consideration as determined by the Administrator in its sole
discretion after taking into account any and all consideration payable per share
of Stock pursuant to the Transaction (the "Transaction Price") and all Stock
Options shall be fully settled, in cash or in kind, in an amount equal to the
difference between (A) the Transaction Price times the number of shares of Stock
subject to such outstanding Stock Options (to the extent then exercisable at
prices not in excess of the Transaction Price) and (B) the aggregate exercise
price of all such outstanding Stock Options. In addition, the Board, or the
board of directors of any corporation or other entity assuming the obligations
of the Company, may, in its discretion, permit each participant, within a
specified period determined by the Board prior to the consummation of the
Transaction, to exercise all outstanding Stock Options, including those that are
not then exercisable, subject to the consummation of the Transaction.

         (b) Upon the occurrence of a Change of Control as defined in Section
17(c) below, unless otherwise specified in the Award instrument, unless
otherwise determined by the Board in office immediately prior to such Change of
Control or specified in the Plan Award instrument, each Award outstanding shall
be accelerated, such that all Stock Options shall become fully exercisable and
the restricted period on all shares of Restricted Stock shall terminate
immediately.

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

                  (i) any "person," as such term is used in Sections 13(d) and
         14(d) of the Act (other than the Company, any of its Subsidiaries, any
         "affiliate" or "associate" (as such terms are defined in Rule 12b-2
         under the Act) of the foregoing persons, or any trustee, fiduciary or
         other person or entity holding securities under any employee benefit
         plan or trust of the Company or any of its Subsidiaries), together with
         all "affiliates" and "associates" (as such terms are defined in Rule
         12b-2 under the Act) of such person, shall become the "beneficial
         owner" (as such term is defined in Rule 13d-3 under the Act), directly
         or indirectly, of securities of the Company representing 25% or more of
         the combined voting power of the Company's then outstanding securities
         having the right to vote in an election of the Company's Board of
         Directors ("Voting Securities") (other than as a result of an
         acquisition of securities directly from the Company); or

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

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
occurred for purposes of the foregoing clause (i) solely as the result of an
acquisition of securities by the Company which, by reducing the number of shares
of Voting Securities outstanding, increases the proportionate number of shares
of Voting Securities beneficially owned by any person (as defined in the
foregoing clause (i)) to 25% or more of the combined voting power of all then
outstanding Voting Securities; provided, however, that if such person shall
thereafter become the beneficial owner of any additional shares of Voting
Securities (other than pursuant to a stock split, stock dividend, or similar
transaction or as a result of an acquisition of securities directly from the
Company), then a "Change of Control" shall be deemed to have occurred for
purposes of the foregoing clause (i).

                                   SECTION 18.
                               GENERAL PROVISIONS

         (a) No Distribution; Compliance with Legal Requirements. The
Administrator may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof. No shares of Stock shall be
issued pursuant to an Award until all applicable securities law and other legal
and stock exchange or similar requirements have been satisfied. The
Administrator may require the placing of such stop-orders and restrictive
legends on certificates for Stock and Awards as it deems appropriate.

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

         (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards shall not confer upon any employee any right to
continued employment with the Company or any Subsidiary and shall not interfere
in any way with the right of the Company or any Subsidiary to terminate the
employment of any of its employees at any time.

         (d) Trading Policy Restrictions. Option exercises and other Awards
under the Plan shall be subject to such Company insider-trading-policy-related
restrictions, terms and conditions as may be established by the Administrator,
or in accordance with policies set by the Administrator, from time to time.

<PAGE>
                                  SECTION 19.
                             EFFECTIVE DATE OF PLAN

         This Plan shall become effective upon the later to occur of (i)
approval by the holders of a majority of the votes cast at a meeting of
stockholders at which a quorum is present or by a unanimous written consent of
stockholders, or (ii) the IPO Date. Subject to such approval by the stockholders
and to the requirement that no Stock may be issued hereunder prior to such
approval, Stock Options and other Awards may be granted hereunder on and after
adoption of this Plan by the Board.

                                   SECTION 20.
                                  GOVERNING LAW

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

DATE APPROVED BY BOARD OF DIRECTORS: June 1, 1998

DATE APPROVED BY STOCKHOLDERS: June 1, 1998

DATE SECTION 3(a) AMENDMENT APPROVED BY BOARD OF DIRECTORS: May 31, 2001

DATE SECTION 3(a) AMENDMENT APPROVED BY STOCKHOLDERS: July 30, 2001*

* The effective date of the amendment is July 30, 2001.

DATE SECTION 3(b) AMENDMENT APPROVED BY BOARD OF DIRECTORS: December 11, 2002**

** The effective date of the amendment is December 11, 2002