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                                                                    Exhibit 4.1

                                    CVC, INC.

                           1999 NONEMPLOYEE DIRECTORS'

                                STOCK OPTION PLAN

                                    ARTICLE I

                                     PURPOSE

            The CVC, Inc. 1999 Nonemployee Directors' Stock Option Plan is
intended to advance the interests of CVC, Inc., and its stockholders by
attracting, retaining and motivating the performance of nonemployee directors of
CVC, Inc., and to encourage and enable such directors to acquire and retain a
proprietary interest in CVC, Inc., by ownership of its stock.

                                   ARTICLE II

                                   DEFINITIONS

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

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

            (c) "Common Stock" means the Company's Common Stock, par value $.015
per share.

            (d) "Company" means CVC, Inc., a Delaware corporation.

            (e) "Date of Grant" means the date on which an Option is granted in
accordance with Section 5.1 hereof.

            (f) "Fair Market Value" means the closing price of the Common Stock
on the Nasdaq National Market on the date as of which fair market value is to be
determined or, in the absence of any reported sales of Common Stock on such
date, on the first preceding date on which any such sale shall have been
reported. If Common Stock is not listed on Nasdaq National Market on the date as
of which fair market value is to be determined, the Board shall determine in
good faith the fair market value in whatever manner it considers appropriate.

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            (g) "Nonemployee Director" means any member of the Board who is not
an employee of the Company.

            (h) "Option" means a stock option granted under the Plan.

            (i) "Optionee" means a person to whom an Option has been granted,
which Option has not expired under the Plan.

            (j) "Option Price" means the price at which each share of Common
Stock subject to an Option may be purchased, determined in accordance with
Section 5.2 hereof.

            (k) "Plan" means this CVC, Inc. 1999 Nonemployee Directors' Stock
Option Plan.

            (l) "Stock Option Agreement" means an agreement between the Company
and an Optionee under which the Optionee may purchase Common Stock under the
Plan.

                                   ARTICLE III

                                 ADMINISTRATION

            Subject to the express provisions of the Plan, the Board shall have
discretionary authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the details and provisions of
each Stock Option Agreement, and to make all the determinations necessary or
advisable in the administration of the Plan. All such actions and determinations
by the Board shall be conclusively binding for all purposes and upon all
persons. The Board shall not be liable for any action or determination made in
good faith with respect to the Plan, any Option or any Stock Option Agreement
entered into hereunder.

                                   ARTICLE IV

                         SHARES OF STOCK SUBJECT TO PLAN

            4.1 Number of Shares. Subject to adjustment pursuant to the
provisions of this Article IV, the maximum number of shares of Common Stock
which may be issued and sold hereunder shall be 200,000 shares. Shares of Common
Stock issued and sold under the Plan may be either authorized but unissued
shares or shares held in the Company's treasury. Shares of Common Stock covered
by an Option that shall have been exercised shall not again be available for an
Option grant. If an Option shall terminate for any reason without being wholly
exercised, the number of shares to which such Option termination relates shall
again be available for grant hereunder.

            4.2 Antidilution. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger or
consolidation, or the sale,


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conveyance, lease or other transfer by the Company of all or substantially all
of its property, or any other change in the corporate structure or shares of the
Company, pursuant to any of which events the then outstanding shares of Common
Stock are split up or combined, or are changed into, become exchangeable at the
holder's election for, or entitle the holder thereof to, other shares of stock,
or in the case of any other transaction described in Section 424(a) of the Code,
the Board may change the number and kind of shares (including by substitution of
shares of another corporation) subject to the Options and/or the Option Price of
such shares in the manner that it shall deem to be equitable and appropriate.

                                    ARTICLE V

                                     OPTIONS

            5.1 Grant of Options. Each Nonemployee Director shall receive a
grant of an Option to purchase 7,500 shares of Common Stock on the date
following the effective date of the Plan that he or she first becomes a member
of the Board, or any later date specified by the Board (the "Initial Grant"). In
addition to the foregoing, each Nonemployee Director shall receive a grant of an
Option to purchase 2,000 shares of Common Stock on the March 31 of each calendar
year following the effective date of the Plan (the "Annual Grant"). The Company
and the Optionee shall execute a Stock Option Agreement which shall set forth
such terms and conditions of an Option granted hereunder as may be determined by
the Board to be consistent with the Plan, and which may include additional
provisions and restrictions that are not inconsistent with the Plan.

            5.2 Option Price. The Option Price of each share of Common Stock
subject to an Option shall be 100 percent of the Fair Market Value of a share of
Common Stock on the trading date immediately preceding the Date of Grant.

            5.3 Vesting; Term of Option. Each Initial Grant of an Option shall
vest and become exercisable in cumulative annual installments, each of which
shall relate to one-third of the total number of shares of the Initial Grant, on
the first, second, and third anniversaries of the Date of Grant, provided that
the Optionee is a member of the Board on each such date. Each Annual Grant of an
Option shall become 100 percent vested and exercisable on the first anniversary
of the Date of Grant, provided that the Optionee is a member of the Board on
such date. The period during which a vested Option may be exercised shall be ten
years from the Date of Grant.

            5.4 Option Exercise. An Option may be exercised in whole or in part
at any time, with respect to whole shares only, within the period permitted for
the exercise thereof, and shall be exercised by written notice of intent to
exercise the Option with respect to a specified number of shares delivered to
the Company at its principal office, and payment in full to the Company at said
office of the amount of the Option Price for the number of shares of the Common
Stock with respect to which the Option is then being exercised. Payment of the
Option Price shall be made (i) in cash or by cash equivalent, (ii) in Common
Stock valued at the Fair Market Value of such shares on the trading date


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immediately preceding the date of exercise or (iii) by a combination of such
cash and such Common Stock.

            5.5 Limited Transferability of Option. All Options shall be
nontransferable except (i) upon the Optionee's death, by the Optionee's will or
the laws of descent and distribution or (ii) on a case-by-case basis as may be
approved by the Board in its discretion, in accordance with the terms provided
below. Each Option Agreement shall provide that the Optionee may, during his or
her lifetime and subject to the prior approval of the Board at the time of
proposed transfer, transfer all or part of the Option to a Permitted Transferee
(as defined below), provided that such transfer is made by the Optionee for
estate and tax planning purposes or donative purposes and no consideration
(other than nominal consideration) is received by the Optionee therefor. The
transfer of an Option shall be subject to such other terms and conditions as the
Board may in its discretion impose from time to time, including a condition that
the portion of the Option to be transferred be vested and exercisable by the
Optionee at the time of the transfer. Subsequent transfers of an Option
transferred under this Section 5.5 shall be prohibited other than by will or the
laws of descent and distribution upon the death of the transferee.

            For purposes hereof, a "Permitted Transferee" shall be any member of
the Optionee's immediate family or a charitable institution (each defined
below), or a trust for the exclusive benefit of such immediate family members
and/or charitable institution, or to a partnership or limited liability company
the equity interests of which are owned exclusively by the Optionee and/or one
or more members of his or her immediate family. For purposes of the preceding
definition, (i) the "immediate family" of the Optionee shall mean and include
the Optionee's spouse, any descendant of the Optionee or his or her spouse
(including descendants by adoption), and any descendant of either parent of the
Optionee (including descendants by adoption), and (ii) a "charitable
institution" shall mean and include any organization described in each of
section 170(b)(1)(A), 170(c), 2055(a) and 2522(a) of the Code, as well as any
charitable remainder trust created under section 664 of the Code, the income
beneficiary of which is a member of the Optionee's immediate family or a trust
or other entity described above in this Section 5.5.

            No transfer of an Option by the Optionee by will or by laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Board may deem
necessary to establish the validity of the transfer. During the lifetime of an
Optionee, the Option shall be exercisable only by him, except that, in the case
of an Optionee who is legally incapacitated, the Option shall be exercisable by
his guardian or legal representative.


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                                   ARTICLE VI

                             TERMINATION OF SERVICE

            6.1 Death. If an Optionee shall die at any time after the Date of
Grant and while he is a member of the Board, the executor or administrator of
the estate of the decedent, or the person or persons to whom an Option shall
have been validly transferred in accordance with Section 5.5 hereof pursuant to
will or the laws of descent and distribution, shall have the right, during the
period ending one year after the date of the Optionee's death (subject to
Section 5.3 hereof concerning the maximum term of an Option), to exercise the
Optionee's Option to the extent that it was exercisable at the date of such
Optionee's death and shall not have been previously exercised.

            6.2 Disability. If an Optionee's service as a member of the Board
shall be terminated as a result of his permanent and total disability (within
the meaning of Section 22(e)(3) of the Code) at any time after the Date of
Grant, the Optionee (or in the case of an Optionee who is legally incapacitated,
his guardian or legal representative) shall have the right, during a period
ending one year after the date of his disability (subject to Section 5.3 hereof
concerning the maximum term of an Option), to exercise an Option to the extent
that it was exercisable at the date of such Optionee's disability and shall not
have been previously exercised.

            6.3 Removal for Cause. If an Optionee shall be removed from the
Board for cause, the Optionee's right to exercise any unexercised portion of an
Option shall immediately terminate and all rights thereunder shall cease. An
Optionee shall be considered to have been removed for "cause" for purposes of
this Section 6.3 when he shall have been removed from the Board by the
stockholders of the Company for cause in accordance with applicable state law
and the Certificate of Incorporation and By-Laws of the Company.

            6.4 Other Termination of Service. If an Optionee's service as a
member of the Board shall be terminated for any reason other than death,
permanent and total disability or removal for cause, the Optionee shall have the
right, during the period ending 90 days after such termination (subject to
Section 5.3 hereof concerning the maximum term of an Option), to exercise an
Option to the extent that it was exercisable at the date of such termination of
service and shall not have been previously exercised.

                                   ARTICLE VII

                                CHANGE IN CONTROL

            7.1 Change in Control. Upon a "change in control" of the Company (as
defined below), each outstanding Option, to the extent that it shall not
otherwise have become exercisable, shall become fully and immediately vested and
exercisable (without regard to the otherwise applicable installment exercise
requirement under Section 5.3 hereof).


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            7.2 Definition. For purposes of Section 7.1 hereof, a "change in
control" of the Company shall mean:

            (i) an acquisition subsequent to the date hereof by any person,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"),
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (A) the then outstanding shares of Common
Stock or (B) the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); excluding, however, the following: (1)
any acquisition directly from the Company, other than an acquisition by virtue
of the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company, (2) any acquisition by the
Company and (3) any acquisition by an employee benefit plan (or related trust)
sponsored or maintained by the Company;

            (ii) a change in the composition of the Board such that during any
period of two consecutive years, individuals who at the beginning of such period
constitute the Board, and any new director (other than a director designated by
a person who has entered into an agreement with the Company to effect a
transaction described in clause (i), (iii) or (iv) of this paragraph) whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the members thereof;

            (iii) the approval by the stockholders of the Company of a merger,
consolidation, reorganization or similar corporate transaction, whether or not
the Company is the surviving corporation in such transaction, in which
outstanding shares of Common Stock are converted into (A) shares of stock of
another company, other than a conversion into shares of voting common stock of
the successor corporation (or a holding company thereof) representing 80% of the
voting power of all capital stock thereof outstanding immediately after the
merger or consolidation or (B) other securities (of either the Company or
another company) or cash or other property;

            (iv) the approval by the stockholders of the Company of (A) the sale
or other disposition of all or substantially all of the assets of the Company or
(B) a complete liquidation or dissolution of the Company; or

            (v) the adoption by the Board of a resolution to the effect that any
person has acquired effective control of the business and affairs of the
Company.


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                                  ARTICLE VIII

                               STOCK CERTIFICATES

            8.1 Issuance of Certificates. Subject to Section 8.2 hereof, the
Company shall issue a stock certificate in the name of the Optionee (or other
person exercising the Option in accordance with the provisions of the Plan) for
the shares of Common Stock purchased by exercise of an Option as soon as
practicable after due exercise and payment of the aggregate Option Price for
such shares.

            8.2 Conditions. The Company shall not be required to issue or
deliver any certificate for shares of Common Stock purchased upon the exercise
of any Option granted hereunder or any portion thereof prior to fulfillment of
all of the following conditions:

            (a) the completion of any registration or other qualification of
such shares, under any federal or state law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body, that the Board shall in its sole discretion deem necessary or advisable;

            (b) the obtaining of any approval or other clearance from any
federal or state governmental agency that the Board shall in its sole discretion
determine to be necessary or advisable;

            (c) the lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience;

            (d) satisfaction by the Optionee of any applicable withholding taxes
or other withholding liabilities; and

            (e) if required by the Board, in its sole discretion, the receipt by
the Company from an Optionee of (i) a representation in writing that the shares
of Common Stock received upon exercise of an Option are being acquired for
investment and not with a view to distribution and (ii) such other
representations and warranties as are deemed necessary by counsel to the
Company.

            8.3 Legends. The Company reserves the right to legend any
certificate for shares of Common Stock, conditioning sales of such shares upon
compliance with applicable federal and state securities laws and regulations.

                                   ARTICLE IX

                    EFFECTIVE DATE, TERMINATION AND AMENDMENT

            9.1 Effective Date. The Plan shall become effective upon its
adoption by the Board and its approval by the stockholders of the Company;
provided, however, that the Plan shall not be effective and any Options granted
hereunder shall be null and void if,


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prior to March 31, 2000, an initial public offering of the Common Stock shall
not have been consummated.

            9.2 Termination. The Plan shall terminate on the tenth anniversary
of the date the Plan is approved by the stockholders of the Company. The Board
may, in its sole discretion and at any earlier date, terminate the Plan.
Notwithstanding the foregoing, no termination of the Plan shall in any manner
affect any Option theretofore granted without the consent of the Optionee or the
permitted transferee of the Option.

            9.3 Amendment. The Board may at any time and from time to time and
in any respect, amend or modify the Plan. Solely to the extent deemed necessary
or advisable by the Board, for purposes of complying with rules of any
securities exchange or for any other reason, the Board may seek the approval of
any such amendment by the Company's stockholders. Any such approval shall be by
the affirmative votes of the stockholders of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with
applicable state law and the Certificate of Incorporation and By-Laws of the
Company. Notwithstanding the foregoing, no amendment or modification of the Plan
shall in any manner affect any Option theretofore granted without the consent of
the Optionee or the permitted transferee of the Option.

                                   ARTICLE IX

                                  MISCELLANEOUS

            10.1 Service on Board. Nothing in the Plan, in the grant of any
Option or in any Stock Option Agreement shall confer upon any Nonemployee
Director the right to continue service as a member of the Board.

            10.2 Rights as Shareholder. An Optionee or the permitted transferee
of an Option shall have no rights as a shareholder with respect to any shares
subject to such Option prior to the purchase of such shares by exercise of such
Option as provided herein. Nothing contained herein or in the Stock Option
Agreement relating to any Option shall create an obligation on the part of the
Company to repurchase any shares of Common Stock purchased hereunder.

            10.3 Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns, and the Optionee, his executor,
administrator and permitted transferees.

            10.4 Construction and Interpretation. Whenever used herein, nouns in
the singular shall include the plural, and the masculine pronoun shall include
the feminine gender. Headings of Articles and Sections hereof are inserted for
convenience and reference and constitute no part of the Plan.


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            10.5 Severability. If any provision of the Plan or any Stock Option
Agreement shall be determined to be illegal or unenforceable by any court of law
in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.

            10.6 Governing Law. The validity and construction of this Plan and
of the Stock Option Agreements shall be governed by the laws of the State of
Delaware.


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