<PAGE>

                                                                    EXHIBIT 10.1

                                 WIRELESS, INC.
                            2000 STOCK INCENTIVE PLAN

                                  ARTICLE ONE

                               GENERAL PROVISIONS

            I.    PURPOSE OF THE PLAN

                  This 2000 Stock Incentive Plan is intended to promote the
interests of Wireless, Inc., a Delaware corporation, by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation.

                  Capitalized terms shall have the meanings assigned to such
terms in the attached Appendix.

            II.   STRUCTURE OF THE PLAN

                  A. The Plan shall be divided into five separate equity
programs:

                        (i) the Discretionary Option Grant Program under which
                  eligible persons may, at the discretion of the Plan
                  Administrator, be granted options to purchase shares of Common
                  Stock,

                        (ii) the Salary Investment Option Grant Program under
                  which eligible employees may elect to have a portion of their
                  base salary invested each year in special options,

                        (iii) the Stock Issuance Program under which eligible
                  persons may, at the discretion of the Plan Administrator, be
                  issued shares of Common Stock directly, either through the
                  immediate purchase of such shares or as a bonus for services
                  rendered the Corporation (or any Parent or Subsidiary),

                        (iv) the Automatic Option Grant Program under which
                  eligible non-employee Board members shall automatically
                  receive options at periodic intervals to purchase shares of
                  Common Stock; and

                        (v) the Director Fee Option Grant Program under which
                  non-employee Board members may elect to have all or any
                  portion of their annual retainer fee otherwise payable in cash
                  applied to a special option grant.

                  B. The provisions of Articles One and Seven shall apply to all
equity programs under the Plan and shall govern the interests of all persons
under the Plan.

<PAGE>

            III.  ADMINISTRATION OF THE PLAN

                  A. The following provisions shall govern the administration of
the Plan:

                        (i) The Board shall have the authority to administer the
                  Discretionary Option Grant and Stock Issuance Programs with
                  respect to Section 16 Insiders but may delegate such authority
                  in whole or in part to the Primary Committee.

                        (ii) Administration of the Discretionary Option Grant
                  and Stock Issuance Programs with respect to all other persons
                  eligible to participate in those programs may, at the Board's
                  discretion, be vested in the Primary Committee or a Secondary
                  Committee, or the Board may retain the power to administer
                  those programs with respect to all such persons.

                        (iii) The Primary Committee shall have the sole and
                  exclusive authority to determine which Section 16 Insiders and
                  other highly compensated Employees shall be eligible for
                  participation in the Salary Investment Option Grant Program
                  for one or more calendar years. However, all option grants
                  under the Salary Investment Option Grant Program shall be made
                  in accordance with the express terms of that program, and the
                  Primary Committee shall not exercise any discretionary
                  functions with respect to the option grants made under that
                  program.

                        (iv) Administration of the Automatic Option Grant and
                  Director Fee Option Grant Programs shall be self-executing in
                  accordance with the terms of those programs.

                  B. Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full power and authority
subject to the provisions of the Plan:

                        (i) to establish such rules as it may deem appropriate
                  for proper administration of the Plan, to make all factual
                  determinations, to construe and interpret the provisions of
                  the Plan and the awards thereunder and to resolve any and all
                  ambiguities thereunder;

                        (ii) to determine, with respect to awards made under the
                  Discretionary Option Grant and Stock Issuance Programs, which
                  eligible persons are to receive such awards, the time or times
                  when such awards are to be made, the number of shares to be
                  covered by each such award, the vesting schedule (if any)
                  applicable to the award, the status of a granted option as
                  either an Incentive Option or a Non-Statutory Option and the
                  maximum term for which the option is to remain outstanding;

                        (iii) to amend, modify or cancel any outstanding award
                  with the consent of the holder or accelerate the vesting of
                  such award; and


                                       2
<PAGE>

                        (iv) to take such other discretionary actions as
                  permitted pursuant to the terms of the applicable program.

Decisions of each Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties.

                  C. Members of the Primary Committee or any Secondary Committee
shall serve for such period of time as the Board may determine and may be
removed by the Board at any time. The Board may also at any time terminate the
functions of any Secondary Committee and reassume all powers and authority
previously delegated to such committee.

                  D. Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such committee
shall accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any options or stock issuances under the Plan.

            IV.   ELIGIBILITY

                  A. The persons eligible to participate in the Discretionary
Option Grant and Stock Issuance Programs are as follows:

                        (i) Employees,

                        (ii) non-employee members of the Board or the board of
                  directors of any Parent or Subsidiary, and

                        (iii) consultants and other independent advisors who
                  provide services to the Corporation (or any Parent or
                  Subsidiary).

                  B. Only Employees who are Section 16 Insiders or other highly
compensated individuals shall be eligible to participate in the Salary
Investment Option Grant Program.

                  C. Only non-employee Board members shall be eligible to
participate in the Automatic Option Grant and Director Fee Option Grant
Programs.

            V.    STOCK SUBJECT TO THE PLAN

                  A. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The maximum number of shares of Common
Stock initially reserved for issuance over the term of the Plan shall not exceed
[8,750,000] shares. Such authorized share reserve consists of (i) the number of
shares which remain available for issuance, as of the Plan Effective Date, under
the Predecessor Plan, including the shares subject to the outstanding options to
be incorporated into the Plan and the additional shares which would otherwise be
available for future grant, plus (ii) an increase of [ ] shares authorized by
the Board subject to stockholder approval prior to the Section 12 Registration
Date.


                                       3
<PAGE>

                  B. The number of shares of Common Stock available for issuance
under the Plan shall automatically increase on the first trading day of each
calendar year during the term of the Plan, beginning with the 2001 calendar
year, by an amount equal to [three percent (3%)] of the shares of Common Stock
outstanding on the last trading day of the immediately preceding calendar year,
but in no event shall any such annual increase exceed [ ] shares.

                  C. No one person participating in the Plan may receive
options, separately exercisable stock appreciation rights and direct stock
issuances for more than [ ] shares of Common Stock in the aggregate per calendar
year, beginning with the 2000 calendar year.

                  D. Shares of Common Stock subject to outstanding options
(including options incorporated into this Plan from the Predecessor Plan) shall
be available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
or direct stock issuances under the Plan. However, should the exercise price of
an option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of an option or the vesting of a stock issuance under the Plan, then the number
of shares of Common Stock available for issuance under the Plan shall be reduced
by the gross number of shares for which the option is exercised or which vest
under the stock issuance, and not by the net number of shares of Common Stock
issued to the holder of such option or stock issuance. Shares of Common Stock
underlying one or more stock appreciation rights exercised under the Plan shall
NOT be available for subsequent issuance.

                  E. If any change is made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities by which the share
reserve is to increase each calendar year pursuant to the automatic share
increase provisions of the Plan, (iii) the number and/or class of securities for
which any one person may be granted options, separately exercisable stock
appreciation rights and direct stock issuances under the Plan per calendar year,
(iv) the number and/or class of securities for which grants are subsequently to
be made under the Automatic Option Grant Program to new and continuing
non-employee Board members, (v) the number and/or class of securities and the
exercise price per share in effect under each outstanding option under the Plan
and (vi) the number and/or class of securities and price per share in effect
under each outstanding option incorporated into this Plan from the Predecessor
Plan. Such adjustments to the outstanding options are to be effected in a manner
which shall preclude the enlargement or dilution of rights and benefits under
such options. The adjustments determined by the Plan Administrator shall be
final, binding and conclusive.


                                       4
<PAGE>

                                   ARTICLE TWO

                       DISCRETIONARY OPTION GRANT PROGRAM

            I.    OPTION TERMS

                  Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; PROVIDED, however, that each such
document shall comply with the terms specified below. Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

                  A. EXERCISE PRICE.

                        1. The exercise price per share shall be fixed by the
                  Plan Administrator at the time of the option grant, but shall
                  not be less than one hundred percent (100%) of the Fair Market
                  Value per share of Common Stock on the grant date.

                        2. The exercise price shall become immediately due upon
                  exercise of the option and shall, subject to the provisions of
                  Section II of Article Seven and the documents evidencing the
                  option, be payable in cash or check made payable to the
                  Corporation. Should the Common Stock be registered under
                  Section 12 of the 1934 Act at the time the option is
                  exercised, then the exercise price may also be paid as
                  follows:

                              (i) shares of Common Stock held for the requisite
                        period necessary to avoid a charge to the Corporation's
                        earnings for financial reporting purposes and valued at
                        Fair Market Value on the Exercise Date, or

                              (ii) to the extent the option is exercised for
                        vested shares, through a special sale and remittance
                        procedure pursuant to which the Optionee shall
                        concurrently provide irrevocable instructions to (a) a
                        Corporation-approved brokerage firm to effect the
                        immediate sale of the purchased shares and remit to the
                        Corporation, out of the sale proceeds available on the
                        settlement date, sufficient funds to cover the aggregate
                        exercise price payable for the purchased shares plus all
                        applicable Federal, state and local income and
                        employment taxes required to be withheld by the
                        Corporation by reason of such exercise and (b) the
                        Corporation to deliver the certificates for the
                        purchased shares directly to such brokerage firm in
                        order to complete the sale.

                  Except to the extent such sale and remittance procedure is
                  utilized, payment of the exercise price for the purchased
                  shares must be made on the Exercise Date.

                  B. EXERCISE AND TERM OF OPTIONS. Each option shall be
exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the
documents evidencing the option. However, no option shall have a term in excess
of ten (10) years measured from the option grant date.

                  C. CESSATION OF SERVICE.


                                       5
<PAGE>

                        1. The following provisions shall govern the exercise of
                  any options outstanding at the time of the Optionee's
                  cessation of Service or death:

                              (i) Any option outstanding at the time of the
                        Optionee's cessation of Service for any reason shall
                        remain exercisable for such period of time thereafter as
                        shall be determined by the Plan Administrator and set
                        forth in the documents evidencing the option, but no
                        such option shall be exercisable after the expiration of
                        the option term.

                              (ii) Any option exercisable in whole or in part by
                        the Optionee at the time of death may be subsequently
                        exercised by his or her Beneficiary.

                              (iii) During the applicable post-Service exercise
                        period, the option may not be exercised in the aggregate
                        for more than the number of vested shares for which the
                        option is exercisable on the date of the Optionee's
                        cessation of Service. Upon the expiration of the
                        applicable exercise period or (if earlier) upon the
                        expiration of the option term, the option shall
                        terminate and cease to be outstanding for any vested
                        shares for which the option has not been exercised.
                        However, the option shall, immediately upon the
                        Optionee's cessation of Service, terminate and cease to
                        be outstanding to the extent the option is not otherwise
                        at that time exercisable for vested shares.

                              (iv) Should the Optionee's Service be terminated
                        for Misconduct or should the Optionee engage in
                        Misconduct while his or her options are outstanding,
                        then all such options shall terminate immediately and
                        cease to be outstanding.

                        2. The Plan Administrator shall have complete
                  discretion, exercisable either at the time an option is
                  granted or at any time while the option remains outstanding:

                              (i) to extend the period of time for which the
                        option is to remain exercisable following the Optionee's
                        cessation of Service to such period of time as the Plan
                        Administrator shall deem appropriate, but in no event
                        beyond the expiration of the option term, and/or

                              (ii) to permit the option to be exercised, during
                        the applicable post-Service exercise period, for one or
                        more additional installments in which the Optionee would
                        have vested had the Optionee continued in Service.

                  D. STOCKHOLDER RIGHTS. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

                  E. REPURCHASE RIGHTS. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms


                                       6
<PAGE>

upon which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set forth in the
document evidencing such repurchase right.

                  F. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of
the Optionee, Incentive Options shall be exercisable only by the Optionee and
shall not be assignable or transferable other than to a Beneficiary following
the Optionee's death. Non-Statutory Options shall be subject to the same
restrictions, except that a Non-Statutory Option may, to the extent permitted by
the Plan Administrator, be assigned in whole or in part during the Optionee's
lifetime (i) as a gift to one or more members of the Optionee's immediate
family, to a trust in which Optionee and/or one or more such family members hold
more than fifty percent (50%) of the beneficial interest or to an entity in
which more than fifty percent (50%) of the voting interests are owned by one or
more such family members or (ii) pursuant to a domestic relations order. The
terms applicable to the assigned portion shall be the same as those in effect
for the option immediately prior to such assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may deem
appropriate.

            II.   INCENTIVE OPTIONS

                  The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Six shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options when
issued under the Plan shall NOT be subject to the terms of this Section II.

                  A. ELIGIBILITY. Incentive Options may only be granted to
Employees.

                  B. EXERCISE PRICE. The exercise price per share shall not be
less than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the option grant date.

                  C. DOLLAR LIMITATION. The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates of grant)
for which one or more options granted to any Employee under the Plan (or any
other option plan of the Corporation or any Parent or Subsidiary) may for the
first time become exercisable as Incentive Options during any one calendar year
shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

                  D. 10% STOCKHOLDER. If any Employee to whom an Incentive
Option is granted is a 10% Stockholder, then the exercise price per share shall
not be less than one hundred ten percent (110%) of the Fair Market Value per
share of Common Stock on the option grant date, and the option term shall not
exceed five (5) years measured from the option grant date.


                                       7
<PAGE>

            III.  CHANGE IN CONTROL/HOSTILE TAKE-OVER

                  A. Each option outstanding at the time of a Change in Control
but not otherwise fully-vested shall automatically accelerate so that each such
option shall, immediately prior to the effective date of the Change in Control,
become exercisable for all of the shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall not so accelerate
if and to the extent: (i) such option is, in connection with the Change in
Control, assumed or otherwise continued in full force and effect by the
successor corporation (or parent thereof) pursuant to the terms of the Change in
Control, (ii) such option is replaced with a cash incentive program of the
successor corporation which preserves the spread existing at the time of the
Change in Control on the shares of Common Stock for which the option is not
otherwise at that time exercisable and provides for subsequent payout in
accordance with the same vesting schedule applicable to those option shares or
(iii) the acceleration of such option is subject to other limitations imposed by
the Plan Administrator at the time of the option grant. Each option outstanding
at the time of the Change in Control shall terminate as provided in Section
III.C. of this Article Two.

                  B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect
pursuant to the terms of the Change in Control or (ii) such accelerated vesting
is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.

                  C. Immediately following the consummation of the Change in
Control, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise expressly continued in full force and effect pursuant to the terms of
the Change in Control.

                  D. Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted, immediately after such Change in
Control, to apply to the number and class of securities which would have been
issuable to the Optionee in consummation of such Change in Control had the
option been exercised immediately prior to such Change in Control. Appropriate
adjustments to reflect such Change in Control shall also be made to (i) the
exercise price payable per share under each outstanding option, PROVIDED the
aggregate exercise price payable for such securities shall remain the same, (ii)
the maximum number and/or class of securities available for issuance over the
remaining term of the Plan and (iii) the maximum number and/or class of
securities for which any one person may be granted options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan
per calendar year.

                  E. The Plan Administrator may at any time provide that one or
more options will automatically accelerate in full or in part in connection with
a Change in Control, whether or not those options are assumed or otherwise
continued in full force and effect pursuant to the terms of the Change in
Control. Any such option shall accordingly become exercisable,


                                       8
<PAGE>

immediately prior to the effective date of such Change in Control, for all or
part of the shares of Common Stock at the time subject to that option and may be
exercised for some or all of those shares as fully-vested shares of Common
Stock. In addition, the Plan Administrator may at any time provide that one or
more of the Corporation's repurchase rights shall not be assignable in
connection with such Change in Control and shall terminate upon the consummation
of such Change in Control.

                  F. The Plan Administrator may at any time provide that one or
more options will automatically accelerate in full or in part upon an
Involuntary Termination of the Optionee's Service within a designated period
(not to exceed eighteen (18) months) following the effective date of any Change
in Control in which those options do not otherwise accelerate. Any options so
accelerated shall remain exercisable for fully-vested shares until the EARLIER
of (i) the expiration of the option term or (ii) the expiration of the one (1)
year period measured from the effective date of the Involuntary Termination. In
addition, the Plan Administrator may at any time provide that one or more of the
Corporation's repurchase rights shall immediately terminate upon such
Involuntary Termination.

                  G. The Plan Administrator may at any time provide that one or
more options will automatically accelerate in full or in part in connection with
a Hostile Take-Over. Any such option shall become exercisable, immediately prior
to the effective date of such Hostile Take-Over, for all or part of the shares
of Common Stock at the time subject to that option and may be exercised for some
or all of those shares as fully-vested shares of Common Stock. In addition, the
Plan Administrator may at any time provide that one or more of the Corporation's
repurchase rights shall terminate automatically upon the consummation of such
Hostile Take-Over. Alternatively, the Plan Administrator may condition such
automatic acceleration and termination upon an Involuntary Termination of the
Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of such Hostile Take-Over. Each option so
accelerated shall remain exercisable for fully-vested shares until the
expiration or sooner termination of the option term.

                  H. The portion of any Incentive Option accelerated in
connection with a Change in Control or Hostile Take Over shall remain
exercisable as an Incentive Option only to the extent the applicable One Hundred
Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated portion of such option shall be
exercisable as a Non-Statutory Option under the Federal tax laws.

            IV.   STOCK APPRECIATION RIGHTS

                  The Plan Administrator may, subject to such conditions as it
may determine, grant to selected Optionees stock appreciation rights which will
allow the holders of those rights to elect between the exercise of the
underlying option for shares of Common Stock and the surrender of that option in
exchange for a distribution from the Corporation in an amount equal to the
excess of (a) the Option Surrender Value of the number of shares for which the
option is surrendered over (b) the aggregate exercise price payable for such
shares. The distribution may be made in shares of Common Stock valued at Fair
Market Value on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole discretion deem
appropriate.


                                       9
<PAGE>

                                  ARTICLE THREE

                     SALARY INVESTMENT OPTION GRANT PROGRAM

            I.    OPTION GRANTS

                  The Primary Committee may implement the Salary Investment
Option Grant Program for one or more calendar years beginning after the
Underwriting Date and select the Section 16 Insiders and other highly
compensated Employees eligible to participate in the Salary Investment Option
Grant Program for each such calendar year. Each selected individual who elects
to participate in the Salary Investment Option Grant Program must, prior to the
start of each calendar year of participation, file with the Plan Administrator
(or its designate) an irrevocable authorization directing the Corporation to
reduce his or her base salary for that calendar year by an amount not less than
Ten Thousand Dollars ($10,000.00) nor more than Fifty Thousand Dollars
($50,000.00). The Primary Committee shall have complete discretion to determine
whether to approve the filed authorization in whole or in part. To the extent
the Primary Committee approves the authorization, the individual who filed that
authorization shall be granted an option under the Salary Investment Grant
Program on the first trading day in January for the calendar year for which the
salary reduction is to be in effect.

            II.   OPTION TERMS

                  Each option shall be a Non-Statutory Option evidenced by one
or more documents in the form approved by the Plan Administrator; PROVIDED,
however, that each such document shall comply with the terms specified below.

                  A. EXERCISE PRICE.

                        1. The exercise price per share shall be thirty-three
                  and one-third percent (33-1/3%) of the Fair Market Value per
                  share of Common Stock on the option grant date.

                        2. The exercise price shall become immediately due upon
                  exercise of the option and shall be payable in one or more of
                  the alternative forms authorized under the Discretionary
                  Option Grant Program. Except to the extent the sale and
                  remittance procedure specified thereunder is utilized, payment
                  of the exercise price for the purchased shares must be made on
                  the Exercise Date.

                  B. NUMBER OF OPTION SHARES. The number of shares of Common
Stock subject to the option shall be determined pursuant to the following
formula (rounded down to the nearest whole number):

                        X = A / (B x 66-2/3%), where

                        X is the number of option shares,

                        A is the dollar amount of the approved reduction in the
                  Optionee's base salary for the calendar year, and


                                       10
<PAGE>

                        B is the Fair Market Value per share of Common Stock on
                  the option grant date.

                  C. EXERCISE AND TERM OF OPTIONS. The option shall become
exercisable in a series of twelve (12) successive equal monthly installments
upon the Optionee's completion of each calendar month of Service in the calendar
year for which the salary reduction is in effect. Each option shall have a
maximum term of ten (10) years measured from the option grant date.

                  D. CESSATION OF SERVICE. Each option outstanding at the time
of the Optionee's cessation of Service shall remain exercisable, for any or all
of the shares for which the option is exercisable at the time of such cessation
of Service, until the EARLIER of (i) the expiration of the option term or (ii)
the expiration of the three (3)-year period following the Optionee's cessation
of Service. To the extent the option is held by the Optionee at the time of his
or her death, the option may be exercised by his or her Beneficiary. However,
the option shall, immediately upon the Optionee's cessation of Service,
terminate and cease to remain outstanding with respect to any and all shares of
Common Stock for which the option is not otherwise at that time exercisable.

            III.  CHANGE IN CONTROL/HOSTILE TAKE-OVER

                  A. In the event of any Change in Control or Hostile Take-Over
while the Optionee remains in Service, each outstanding option shall
automatically accelerate so that each such option shall, immediately prior to
the effective date of the Change in Control or Hostile Take-Over, become fully
exercisable with respect to the total number of shares of Common Stock at the
time subject to such option and may be exercised for any or all of those shares
as fully-vested shares of Common Stock. Each such option accelerated in
connection with a Change in Control shall terminate upon the Change in Control,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise continued in full force and effect pursuant to the terms of the Change
in Control. Each such option accelerated in connection with a Hostile Take-Over
shall remain exercisable until the expiration or sooner termination of the
option term.

                  B. Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments shall also be made to the exercise
price payable per share under each outstanding option, PROVIDED the aggregate
exercise price payable for such securities shall remain the same.

                  C. Upon the occurrence of a Hostile Take-Over, the Optionee
shall have a thirty (30)-day period in which to surrender to the Corporation
each of his or her outstanding options. The Optionee shall in return be entitled
to a cash distribution from the Corporation in an amount equal to the excess of
(i) the Option Surrender Value of the shares of Common Stock at the time subject
to each surrendered option (whether or not the Optionee is otherwise at the time
vested in those shares) over (ii) the aggregate exercise price payable for such
shares. Such cash distribution shall be paid within five (5) days following the
surrender of the option to the Corporation.


                                       11
<PAGE>

            IV.   REMAINING TERMS

                  The remaining terms of each option granted under the Salary
Investment Option Grant Program shall be the same as the terms in effect for
options made under the Discretionary Option Grant Program.











                                       12
<PAGE>



                                  ARTICLE FOUR

                             STOCK ISSUANCE PROGRAM

            I.    STOCK ISSUANCE TERMS

                  Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening options.
Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to share right awards which entitle the recipients to receive those
shares upon the attainment of designated performance goals or Service
requirements. Each such award shall be evidenced by one or more documents which
comply with the terms specified below.

                  A. PURCHASE PRICE.

                        1. The purchase price per share of Common Stock subject
                  to direct issuance shall be fixed by the Plan Administrator,
                  but shall not be less than one hundred percent (100%) of the
                  Fair Market Value per share of Common Stock on the issuance
                  date.

                        2. Subject to the provisions of Section II of Article
                  Seven, shares of Common Stock may be issued under the Stock
                  Issuance Program for any of the following items of
                  consideration which the Plan Administrator may deem
                  appropriate in each individual instance:

                              (i) cash or check made payable to the Corporation,
                        or

                              (ii) past services rendered to the Corporation (or
                        any Parent or Subsidiary).

                  B. VESTING/ISSUANCE PROVISIONS.

                        1. The Plan Administrator may issue shares of Common
                  Stock which are fully and immediately vested upon issuance or
                  which are to vest in one or more installments over the
                  Participant's period of Service or upon attainment of
                  specified performance objectives. Alternatively, the Plan
                  Administrator may issue share right awards which shall entitle
                  the recipient to receive a specified number of vested shares
                  of Common Stock upon the attainment of one or more performance
                  goals or Service requirements established by the Plan
                  Administrator.

                        2. Any new, substituted or additional securities or
                  other property (including money paid other than as a regular
                  cash dividend) which the Participant may have the right to
                  receive with respect to his or her unvested shares of Common
                  Stock by reason of any stock dividend, stock split,
                  recapitalization, combination of shares, exchange of shares or
                  other change affecting the outstanding Common Stock as a class
                  without the Corporation's receipt of consideration shall be
                  issued subject to (i) the same vesting requirements applicable
                  to the Participant's unvested shares of Common Stock and (ii)
                  such escrow arrangements as the Plan Administrator shall deem
                  appropriate.

                        3. The Participant shall have full stockholder rights
                  with respect to the issued shares of Common Stock, whether or
                  not the Participant's interest in those shares is


                                       13
<PAGE>

                  vested. Accordingly, the Participant shall have the right to
                  vote such shares and to receive any regular cash dividends
                  paid on such shares.

                        4. Should the Participant cease to remain in Service
                  while holding one or more unvested shares of Common Stock, or
                  should the performance objectives not be attained with respect
                  to one or more such unvested shares of Common Stock, then
                  those shares shall be immediately surrendered to the
                  Corporation for cancellation, and the Participant shall have
                  no further stockholder rights with respect to those shares. To
                  the extent the surrendered shares were previously issued to
                  the Participant for consideration paid in cash or cash
                  equivalent (including the Participant's purchase-money
                  indebtedness), the Corporation shall repay to the Participant
                  the cash consideration paid for the surrendered shares and
                  shall cancel the unpaid principal balance of any outstanding
                  purchase-money note of the Participant attributable to the
                  surrendered shares.

                        5. The Plan Administrator may waive the surrender and
                  cancellation of one or more unvested shares of Common Stock
                  (or other assets attributable thereto) which would otherwise
                  occur upon the cessation of the Participant's Service or the
                  non-attainment of the performance objectives applicable to
                  those shares. Such waiver shall result in the immediate
                  vesting of the Participant's interest in the shares of Common
                  Stock as to which the waiver applies. Such waiver may be
                  effected at any time, whether before or after the
                  Participant's cessation of Service or the attainment or
                  non-attainment of the applicable performance objectives.

                        6. Outstanding share right awards shall automatically
                  terminate, and no shares of Common Stock shall actually be
                  issued in satisfaction of those awards, if the performance
                  goals or Service requirements established for such awards are
                  not attained. The Plan Administrator, however, shall have the
                  authority to issue shares of Common Stock in satisfaction of
                  one or more outstanding share right awards as to which the
                  designated performance goals or Service requirements are not
                  attained.

            II.   CHANGE IN CONTROL/HOSTILE TAKE-OVER

                  A. All of the Corporation's outstanding repurchase rights
shall terminate automatically, and all the shares of Common Stock subject to
those terminated rights shall immediately vest in full, in the event of any
Change in Control, except to the extent (i) those repurchase rights are assigned
to the successor corporation (or parent thereof) or otherwise continue in full
force and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.

                  B. The Plan Administrator may at any time provide for the
automatic termination of one or more of those outstanding repurchase rights and
the immediate vesting of the shares of Common Stock subject to those terminated
rights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary
Termination of the Participant's Service within a designated period (not to
exceed eighteen (18) months) following the effective date of any Change in
Control or Hostile Take-Over in which those repurchase rights are assigned to
the successor corporation (or parent thereof) or otherwise continue in full
force and effect.


                                       14
<PAGE>

            III.  SHARE ESCROW/LEGENDS

                  Unvested shares may, in the Plan Administrator's discretion,
be held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.















                                       15
<PAGE>



                                  ARTICLE FIVE

                         AUTOMATIC OPTION GRANT PROGRAM

            I.    OPTION TERMS

                  A. GRANT DATES. Options shall be made on the dates specified
below:

                        1. Each individual who is first elected or appointed as
                  a non-employee Board member at any time after the Underwriting
                  Date shall automatically be granted, on the date of such
                  initial election or appointment, a Non-Statutory Option to
                  purchase [twenty thousand (20,000)] shares of Common Stock,
                  provided that individual has not previously been in the employ
                  of the Corporation (or any Parent or Subsidiary).

                        2. On the date of each Annual Stockholders Meeting held
                  after the Underwriting Date, each individual who is to
                  continue to serve as a non-employee Board member, whether or
                  not that individual is standing for re-election to the Board,
                  shall automatically be granted a Non-Statutory Option to
                  purchase [five thousand (5,000)] shares of Common Stock,
                  provided such individual has served as a non-employee Board
                  member for at least six (6) months.

                  B. EXERCISE PRICE.

                        1. The exercise price per share shall be equal to one
                  hundred percent (100%) of the Fair Market Value per share of
                  Common Stock on the option grant date.

                        2. The exercise price shall be payable in one or more of
                  the alternative forms authorized under the Discretionary
                  Option Grant Program. Except to the extent the sale and
                  remittance procedure specified thereunder is utilized, payment
                  of the exercise price for the purchased shares must be made on
                  the Exercise Date.

                  C. OPTION TERM. Each option shall have a term of ten (10)
years measured from the option grant date.

                  D. EXERCISE AND VESTING OF OPTIONS. Each option shall be
immediately exercisable for any or all of the option shares. However, any shares
purchased under the option shall be subject to repurchase by the Corporation, at
the exercise price paid per share, upon the Optionee's cessation of Board
service prior to vesting in those shares. Each initial 20,000 share grant shall
vest, and the Corporation's repurchase right shall lapse, in a series of four
(4) successive equal annual installments over the Optionee's period of continued
service as a Board member, with the first such installment to vest upon the
Optionee's completion of one (1) year of Board service measured from the option
grant date. Each annual 5,000 share option grant shall vest, and the
Corporation's repurchase right shall lapse upon the Optionee's completion of one
(1) year of Board service measured from the option grant date.

                  E. CESSATION OF BOARD SERVICE. The following provisions shall
govern the exercise of any options outstanding at the time of the Optionee's
cessation of Board service:


                                       16
<PAGE>

                        (i) Any option outstanding at the time of the Optionee's
                  cessation of Board service for any reason shall remain
                  exercisable for a twelve (12)-month period following the date
                  of such cessation of Board service, but in no event shall such
                  option be exercisable after the expiration of the option term.

                        (ii) Any option exercisable in whole or in part by the
                  Optionee at the time of death may be subsequently exercised by
                  his or her Beneficiary.

                        (iii) Following the Optionee's cessation of Board
                  service, the option may not be exercised in the aggregate for
                  more than the number of shares for which the option was
                  exercisable on the date of such cessation of Board service.
                  Upon the expiration of the applicable exercise period or (if
                  earlier) upon the expiration of the option term, the option
                  shall terminate and cease to be outstanding for any vested
                  shares for which the option has not been exercised. However,
                  the option shall, immediately upon the Optionee's cessation of
                  Board service, terminate and cease to be outstanding for any
                  and all shares for which the option is not otherwise at that
                  time exercisable.

                        (iv) However, should the Optionee cease to serve as a
                  Board member by reason of death or Permanent Disability, then
                  all shares at the time subject to the option shall immediately
                  vest so that such option may, during the twelve (12)-month
                  exercise period following such cessation of Board service, be
                  exercised for all or any portion of those shares as
                  fully-vested shares of Common Stock.

            II.   CHANGE IN CONTROL/HOSTILE TAKE-OVER

                  A. In the event of any Change in Control or Hostile Take-Over,
the shares of Common Stock at the time subject to each outstanding option but
not otherwise vested shall automatically vest in full so that each such option
may, immediately prior to the effective date of such Change in Control or
Hostile Take-Over, became fully exercisable for all of the shares of Common
Stock at the time subject to such option and maybe exercised for all or any of
those shares as fully-vested shares of Common Stock. Each such option
accelerated in connection with a Change in Control shall terminate upon the
Change in Control, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise continued in full force and effect pursuant to the
terms of the Change in Control. Each such option accelerated in connection with
a Hostile Take-Over shall remain exercisable until the expiration or sooner
termination of the option term.

                  B. All outstanding repurchase rights shall automatically
terminate and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control or Hostile
Take-Over.

                  C. Upon the occurrence of a Hostile Take-Over, the Optionee
shall have a thirty (30)-day period in which to surrender to the Corporation
each of his or her outstanding


                                       17
<PAGE>

options. The Optionee shall in return be entitled to a cash distribution from
the Corporation in an amount equal to the excess of (i) the Option Surrender
Value of the shares of Common Stock at the time subject to each surrendered
option (whether or not the option is otherwise at the time exercisable for those
shares) over (ii) the aggregate exercise price payable for such shares. Such
cash distribution shall be paid within five (5) days following the surrender of
the option to the Corporation.

                  D. Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments shall also be made to the exercise
price payable per share under each outstanding option, PROVIDED the aggregate
exercise price payable for such securities shall remain the same.

            III.  REMAINING TERMS

                  The remaining terms of each option granted under the Automatic
Option Grant Program shall be the same as the terms in effect for options made
under the Discretionary Option Grant Program.














                                       18
<PAGE>



                                   ARTICLE SIX

                        DIRECTOR FEE OPTION GRANT PROGRAM

            I.    OPTION GRANTS

                  The Board may implement the Director Fee Option Grant Program
as of the first day of any calendar year beginning after the Underwriting Date.
Upon such implementation of the Program, each non-employee Board member may
elect to apply all or any portion of the annual retainer fee otherwise payable
in cash for his or her service on the Board to the acquisition of a special
option grant under this Director Fee Option Grant Program. Such election must be
filed with the Corporation's Chief Financial Officer prior to the first day of
the calendar year for which the election is to be in effect. Each non-employee
Board member who files such a timely election with respect to the annul retainer
fee shall automatically be granted an option under this Director Fee Option
Grant Program on the first trading day in January in the calendar year for which
that fee would otherwise be payable.

            II.   OPTION TERMS

                  Each option shall be a Non-Statutory Option governed by the
terms and conditions specified below.

                  A. EXERCISE PRICE.

                        1. The exercise price per share shall be thirty-three
                  and one-third percent (33-1/3%) of the Fair Market Value per
                  share of Common Stock on the option grant date.

                        2. The exercise price shall become immediately due upon
                  exercise of the option and shall be payable in one or more of
                  the alternative forms authorized under the Discretionary
                  Option Grant Program. Except to the extent the sale and
                  remittance procedure specified thereunder is utilized, payment
                  of the exercise price for the purchased shares must be made on
                  the Exercise Date.

                  B. NUMBER OF OPTION SHARES. The number of shares of Common
Stock subject to the option shall be determined pursuant to the following
formula (rounded down to the nearest whole number):

                  X = A / (B x 66-2/3%), where

                  X is the number of option shares,

                  A is the portion of the annual retainer fee subject to the
                  non-employee Board member's election, and

                  B is the Fair Market Value per share of Common Stock on the
                  option grant date.


                                       19
<PAGE>

                  C. EXERCISE AND TERM OF OPTIONS. The option shall become
exercisable in a series of twelve (12) successive equal monthly installments
upon the Optionee's completion of each month of Board service during the
calendar year in which the option is granted. Each option shall have a maximum
term of ten (10) years measured from the option grant date.

                  D. CESSATION OF BOARD SERVICE. Should the Optionee cease Board
service for any reason (other than death or Permanent Disability) while holding
one or more options, then each such option shall remain exercisable, for any or
all of the shares for which the option is exercisable at the time of such
cessation of Board service, until the EARLIER of (i) the expiration of the ten
(10)-year option term or (ii) the expiration of the three (3)-year period
measured from the date of such cessation of Board service. However, each option
held by the Optionee at the time of such cessation of Board service shall
immediately terminate and cease to remain outstanding with respect to any and
all shares of Common Stock for which the option is not otherwise at that time
exercisable.

                  E. DEATH OR PERMANENT DISABILITY. Should the Optionee's
service as a Board member cease by reason of death or Permanent Disability, then
each option held by such Optionee shall immediately become exercisable for all
the shares of Common Stock at the time subject to that option, and the option
may be exercised for any or all of those shares as fully-vested shares until the
EARLIER of (i) the expiration of the ten (10)-year option term or (ii) the
expiration of the three (3)-year period measured from the date of such cessation
of Board service.

                  Should the Optionee die after cessation of Board service but
while holding one or more options, then each such option may be exercised, for
any or all of the shares for which the option is exercisable at the time of the
Optionee's cessation of Board service (less any shares subsequently purchased by
Optionee prior to death), by the Optionee's Beneficiary. Such right of exercise
shall lapse, and the option shall terminate, upon the EARLIER of (i) the
expiration of the ten (10)-year option term or (ii) the three (3)-year period
measured from the date of the Optionee's cessation of Board service.

            III.  CHANGE IN CONTROL/HOSTILE TAKE-OVER

                  A. In the event of any Change in Control or Hostile Take-Over
while the Optionee remains in Board service, each outstanding option held by
such Optionee shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Change in Control or Hostile
Take-Over, become fully exercisable with respect to the total number of shares
of Common Stock at the time subject to such option and may be exercised for any
or all of those shares as fully-vested shares of Common Stock. Each such option
accelerated in connection with a Change in Control shall terminate upon the
Change in Control, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise expressly continued in full force and effect
pursuant to the terms of the Change in Control. Each such option accelerated in
connection with a Hostile Take-Over shall remain exercisable until the
expiration or sooner termination of the option term.

                  B. Upon the occurrence of a Hostile Take-Over, the Optionee
shall have a thirty (30)-day period in which to surrender to the Corporation
each of his or her outstanding options. The Optionee shall in return be entitled
to a cash distribution from the Corporation in an


                                       20
<PAGE>

amount equal to the excess of (i) the Option Surrender Value of the shares of
Common Stock at the time subject to each surrendered option (whether or not the
Optionee is otherwise at the time vested in those shares) over (ii) the
aggregate exercise price payable for such shares. Such cash distribution shall
be paid within five (5) days following the surrender of the option to the
Corporation.

            IV.   REMAINING TERMS

                  The remaining terms of each option granted under this Director
Fee Option Grant Program shall be the same as the terms in effect for options
made under the Discretionary Option Grant Program.













                                       21
<PAGE>



                                  ARTICLE SEVEN

                                  MISCELLANEOUS

            I.    NO IMPAIRMENT OF AUTHORITY

                  Outstanding awards shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

            II.   FINANCING

                  The Plan Administrator may permit any Optionee or Participant
to pay the option exercise price under the Discretionary Option Grant Program or
the purchase price of shares issued under the Stock Issuance Program by
delivering a full-recourse, interest bearing promissory note payable in one or
more installments. The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares plus (ii) any Federal,
state and local income and employment tax liability incurred by the Optionee or
the Participant in connection with the option exercise or share purchase.

            III.  TAX WITHHOLDING

                  A. The Corporation's obligation to deliver shares of Common
Stock upon the exercise of options or the issuance or vesting of such shares
under the Plan shall be subject to the satisfaction of all applicable Federal,
state and local income and employment tax withholding requirements.

                  B. The Plan Administrator may, in its discretion, provide any
or all holders of Non-Statutory Options or unvested shares of Common Stock under
the Plan with the right to use shares of Common Stock in satisfaction of all or
part of the Withholding Taxes incurred by such holders in connection with the
exercise of their options or the vesting of their shares. Such right may be
provided to any such holder in either or both of the following formats:

                  STOCK WITHHOLDING: The election to have the Corporation
            withhold, from the shares of Common Stock otherwise issuable upon
            the exercise of such Non-Statutory Option or the vesting of such
            shares, a portion of those shares with an aggregate Fair Market
            Value equal to the percentage of the Withholding Taxes (not to
            exceed one hundred percent (100%) designated by the holder.

                  STOCK DELIVERY: The election to deliver to the Corporation, at
            the time the Non-Statutory Option is exercised or the shares vest,
            one or more shares of Common Stock previously acquired by such
            holder (other than in connection with the option exercise or share
            vesting triggering the Withholding Taxes) with an aggregate Fair
            Market Value equal to the percentage of the Taxes (not to exceed one
            hundred percent (100%)) designated by the holder.


                                       22
<PAGE>

            IV.   EFFECTIVE DATE AND TERM OF THE PLAN

                  A. The Plan shall become effective immediately upon the Plan
Effective Date. However, the Salary Investment Option Grant and Director Fee
Option Grant Programs shall not be implemented until such time as the Primary
Committee or the Board may deem appropriate. Options may be granted under the
Discretionary Option Grant Program at any time on or after the Plan Effective
Date. However, no options granted under the Plan may be exercised, and no shares
shall be issued under the Plan, until the Plan is approved by the Corporation's
stockholders. If such stockholder approval is not obtained within twelve (12)
months after the Plan Effective Date, then all options previously granted under
this Plan shall terminate and cease to be outstanding, and no further options
shall be granted and no shares shall be issued under the Plan.

                  B. The Plan shall serve as the successor to the Predecessor
Plan, and no further options or direct stock issuances shall be made under the
Predecessor Plan after the Plan Effective Date. All options outstanding under
the Predecessor Plan on the Plan Effective Date shall be incorporated into the
Plan at that time and shall be treated as outstanding options under the Plan.
However, each outstanding option so incorporated shall continue to be governed
solely by the terms of the documents evidencing such option, and no provision of
the Plan shall be deemed to affect or otherwise modify the rights or obligations
of the holders of such incorporated options with respect to their acquisition of
shares of Common Stock.

                  C. One or more provisions of the Plan, including (without
limitation) the option/vesting acceleration provisions of Article Two relating
to Changes in Control, may, in the Plan Administrator's discretion, be extended
to one or more options incorporated from the Predecessor Plan which do not
otherwise contain such provisions.

                  D. The Plan shall terminate upon the EARLIEST of (i) January
1, 2010, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control. Upon such plan
termination, all outstanding options and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

            V.    AMENDMENT OF THE PLAN

                  A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with
respect to stock options or unvested stock issuances at the time outstanding
under the Plan unless the Optionee or the Participant consents to such amendment
or modification. In addition, certain amendments may require stockholder
approval pursuant to applicable laws or regulations.

                  B. Options to purchase shares of Common Stock may be granted
under the Discretionary Option Grant and Salary Investment Option Grant Programs
and shares of Common Stock may be issued under the Stock Issuance Program that
are in each instance in excess of the number of shares then available for
issuance under the Plan, provided any excess


                                       23
<PAGE>

shares actually issued under those programs shall be held in escrow until there
is obtained stockholder approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess issuances are made, then (i) any unexercised options
granted on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Corporation shall promptly refund to the Optionees and
the Participants the exercise or purchase price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at the
applicable Short Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically cancelled and cease to
be outstanding.

            VI.   USE OF PROCEEDS

                  Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

            VII.  REGULATORY APPROVALS

                  A. The implementation of the Plan, the granting of any stock
option under the Plan and the issuance of any shares of Common Stock (i) upon
the exercise of any granted option or (ii) under the Stock Issuance Program
shall be subject to the Corporation's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the stock
options granted under it and the shares of Common Stock issued pursuant to it.

                  B. No shares of Common Stock or other assets shall be issued
or delivered under the Plan unless and until there shall have been compliance
with all applicable requirements of Federal and state securities laws, including
the filing and effectiveness of the Form S-8 registration statement for the
shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which Common Stock is then listed for trading.

            VIII. NO EMPLOYMENT/SERVICE RIGHTS

                  Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.


                                       24
<PAGE>


                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

                  A. AUTOMATIC OPTION GRANT PROGRAM shall mean the automatic
option grant program in effect under the Plan.

                  B. BENEFICIARY shall mean, in the event the Plan Administrator
implements a beneficiary designation procedure, the person designated by an
Optionee or Participant, pursuant to such procedure, to succeed to such person's
rights under any outstanding awards held by him or her at the time of death. In
the absence of such designation or procedure, the Beneficiary shall be the
personal representative of the estate of the Optionee or Participant or the
person or persons to whom the award is transferred by will or the laws of
descent and distribution.

                  C. BOARD shall mean the Corporation's Board of Directors.

                  D. CHANGE IN CONTROL shall mean a change in ownership or
control of the Corporation effected through any of the following transactions:

                        (i) a merger, consolidation or reorganization approved
                  by the Corporation's stockholders, UNLESS securities
                  representing more than fifty percent (50%) of the total
                  combined voting power of the voting securities of the
                  successor corporation are immediately thereafter beneficially
                  owned, directly or indirectly and in substantially the same
                  proportion, by the persons who beneficially owned the
                  Corporation's outstanding voting securities immediately prior
                  to such transaction,

                        (ii) any stockholder-approved transfer or other
                  disposition of all or substantially all of the Corporation's
                  assets, or

                        (iii) the acquisition, directly or indirectly by any
                  person or related group of persons (other than the Corporation
                  or a person that directly or indirectly controls, is
                  controlled by, or is under common control with, the
                  Corporation), of beneficial ownership (within the meaning of
                  Rule 13d-3 of the 1934 Act) of securities possessing more than
                  fifty percent (50%) of the total combined voting power of the
                  Corporation's outstanding securities pursuant to a tender or
                  exchange offer made directly to the Corporation's stockholders
                  which the Board recommends such stockholders accept.

                  E. CODE shall mean the Internal Revenue Code of 1986, as
amended.

                  F. COMMON STOCK shall mean the Corporation's common stock.

                  G. CORPORATION shall mean Wireless, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Wireless, Inc. which shall by appropriate action adopt
the Plan.


                                      A-1
<PAGE>

                  H. DIRECTOR FEE OPTION GRANT PROGRAM shall mean the director
fee option grant program in effect under the Plan.

                  I. DISCRETIONARY OPTION GRANT PROGRAM shall mean the
discretionary option grant program in effect under the Plan.

                  J. EMPLOYEE shall mean an individual who is in the employ of
the Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.

                  K. EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

                  L. FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

                        (i) If the Common Stock is at the time traded on the
                  Nasdaq National Market, then the Fair Market Value shall be
                  the closing selling price per share of Common Stock on the
                  date in question, as such price is reported on the Nasdaq
                  National Market or any successor system. If there is no
                  closing selling price for the Common Stock on the date in
                  question, then the Fair Market Value shall be the closing
                  selling price on the last preceding date for which such
                  quotation exists.

                        (ii) If the Common Stock is at the time listed on any
                  Stock Exchange, then the Fair Market Value shall be the
                  closing selling price per share of Common Stock on the date in
                  question on the Stock Exchange determined by the Plan
                  Administrator to be the primary market for the Common Stock,
                  as such price is officially quoted in the composite tape of
                  transactions on such exchange. If there is no closing selling
                  price for the Common Stock on the date in question, then the
                  Fair Market Value shall be the closing selling price on the
                  last preceding date for which such quotation exists.

                  M. HOSTILE TAKE-OVER shall mean:

                        (i) the acquisition, directly or indirectly, by any
                  person or related group of persons (other than the Corporation
                  or a person that directly or indirectly controls, is
                  controlled by, or is under common control with, the
                  Corporation) of beneficial ownership (within the meaning of
                  Rule 13d-3 of the 1934 Act) of securities possessing more than
                  fifty percent (50%) of the total combined voting power of the
                  Corporation's outstanding securities pursuant to a tender or
                  exchange offer made directly to the Corporation's stockholders
                  which the Board does not recommend such stockholders to
                  accept, or

                        (ii) a change in the composition of the Board over a
                  period of thirty-six (36) consecutive months or less such that
                  a majority of the Board members ceases, by reason of one or
                  more contested elections for Board membership, to be comprised
                  of individuals who either (A) have been Board


                                      A-2
<PAGE>

                  members continuously since the beginning of such period or (B)
                  have been elected or nominated for election as Board members
                  during such period by at least a majority of the Board members
                  described in clause (A) who were still in office at the time
                  the Board approved such election or nomination.

                  N. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

                  O. INVOLUNTARY TERMINATION shall mean the termination of the
Service of any individual which occurs by reason of:

                        (i) such individual's involuntary dismissal or discharge
                  by the Corporation for reasons other than Misconduct, or

                        (ii) such individual's voluntary resignation following
                  (A) a change in his or her position with the Corporation or
                  Parent or Subsidiary employing the individual which materially
                  reduces his or her duties and responsibilities or the level of
                  management to which he or she reports, (B) a reduction in his
                  or her level of compensation (including base salary, fringe
                  benefits and target bonus under any performance based bonus or
                  incentive programs) by more than fifteen percent (15%) or (C)
                  a relocation of such individual's place of employment by more
                  than fifty (50) miles, provided and only if such change,
                  reduction or relocation is effected by the Corporation without
                  the individual's consent.

                  P. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by such
person, whether by omission or commission, which adversely affects the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. This shall not limit the grounds for the dismissal or discharge of any
person in the Service of the Corporation (or any Parent or Subsidiary).

                  Q. 1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

                  R. NON-STATUTORY OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

                  S. OPTION SURRENDER VALUE shall mean the Fair Market Value per
share of Common Stock on the date the option is surrendered to the Corporation
or, in the event of a Hostile Take-Over, effected through a tender offer, the
highest reported price per share of Common Stock paid by the tender offeror in
effecting such Hostile Take-Over, if greater. However, if the surrendered option
is an Incentive Option, the Option Surrender Value shall not exceed the Fair
Market Value per share.

                  T. OPTIONEE shall mean any person to whom an option is granted
under the Discretionary Option Grant, Salary Investment Option Grant, Automatic
Option Grant or Director Fee Option Grant Program.


                                      A-3
<PAGE>

                  U. PARENT shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                  V. PARTICIPANT shall mean any person who is issued shares of
Common Stock under the Stock Issuance Program.

                  W. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more. However, solely for purposes of the Automatic Option Grant
and Director Fee Option Grant Programs, Permanent Disability or Permanently
Disabled shall mean the inability of the non-employee Board member to perform
his or her usual duties as a Board member by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of twelve (12) months or more.

                  X. PLAN shall mean the Corporation's 2000 Stock Incentive
Plan, as set forth in this document.

                  Y. PLAN ADMINISTRATOR shall mean the particular entity,
whether the Primary Committee, the Board or the Secondary Committee, which is
authorized to administer the Discretionary Option Grant, Salary Investment
Option Grant and Stock Issuance Programs with respect to one or more classes of
eligible persons, to the extent such entity is carrying out its administrative
functions under those programs with respect to the persons under its
jurisdiction. However, the Primary Committee shall have the plenary authority to
make all factual determinations and to construe and interpret any and all
ambiguities under the Plan to the extent such authority is not otherwise
expressly delegated to any other Plan Administrator.

                  Z. PLAN EFFECTIVE DATE shall mean ________, 2000, the date on
which the Plan was adopted by the Board.

                  AA. PREDECESSOR PLAN shall mean the Corporation's pre-existing
1997 Stock Option/Stock Issuance Plan in effect immediately prior to the Plan
Effective Date hereunder.

                  BB. PRIMARY COMMITTEE shall mean the committee of two (2) or
more non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders and to administer the Salary Investment Option Grant Program with
respect to all eligible individuals.

                  CC. SALARY INVESTMENT
shall mean the
salary investment grant program in effect under the Plan.

                  DD. SECONDARY COMMITTEE shall mean a committee of one (1) or
more Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.


                                      A-4
<PAGE>

                  EE. SECTION 12 REGISTRATION DATE shall mean the date on which
the Common Stock is first registered under Section 12(g) of the 1934 Act.

                  FF. SECTION 16 INSIDER shall mean an officer or director of
the Corporation subject to the short-swing profit liabilities of Section 16 of
the 1934 Act.

                  GG. SERVICE shall mean the performance of services for the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.

                  HH. STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.

                  II. STOCK ISSUANCE PROGRAM shall mean the stock issuance
program in effect under the Plan.

                  JJ. SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

                  KK. 10% STOCKHOLDER shall mean the owner of stock (as
determined under Code Section 424(d)) possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Corporation (or
any Parent or Subsidiary).

                  LL. UNDERWRITING AGREEMENT shall mean the agreement between
the Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

                  MM. UNDERWRITING DATE shall mean the date on which the
Underwriting Agreement is executed and priced in connection with an initial
public offering of the Common Stock.

                  NN. WITHHOLDING TAXES shall mean the Federal, state and local
income and employment withholding tax liabilities to which the holder of
Non-Statutory Options or unvested shares of Common Stock may become subject in
connection with the exercise of those options or the vesting of those shares.


                                      A-5