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                          TRIQUINT SEMICONDUCTOR, INC.

                          1996 STOCK INCENTIVE PROGRAM

                  (AS AMENDED AND RESTATED EFFECTIVE JUNE 2000)

         1. PURPOSES OF THE PROGRAM. The purposes of this Stock Incentive
Program are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to the Employees,
Consultants and certain Outside Directors of the Company and to promote the
success of the Company's business.

         Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Board and as reflected in
the terms of the written option agreement. The Program also provides for
automatic grants of Nonstatutory Stock Options to Outside Directors who are
neither representatives nor employees or shareholders owning more than one
percent (1%) of the outstanding shares of the Company.

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

                  (a) "ADMINISTRATOR" shall mean the Board or any of its
Committees as shall be administering the Program, in accordance with Section 4
of the Program.

                  (b) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

                  (c) "BOARD" shall mean the Board of Directors of the Company.

                  (d) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (e) "COMMON STOCK" shall mean the Common Stock of the Company.

                  (f) "COMPANY" shall mean TriQuint Semiconductor, Inc., a
Delaware corporation.

                  (g)  "COMMITTEE" shall mean a Committee appointed by the
Board of Directors in accordance with Section 4 of the Program.

                  (h) "CONSULTANT" shall mean any person who is engaged by the
Company or any Parent or Subsidiary to render consulting services and is
compensated for such consulting services; provided that the term Consultant
shall not include directors who are not compensated for their services; or are
paid only a director's fee by the Company.

                  (i) "DIRECTOR " shall mean a member of the Board.

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                  (j) "CONTINUOUS STATUS AS AN EMPLOYEE, CONSULTANT OR OUTSIDE
DIRECTOR" shall mean the absence of any interruption or termination of service
as an Employee, Consultant or Outside Director. Continuous Status as an
Employee, Consultant or Outside Director shall not be considered interrupted in
the case of sick leave, military leave, or any other leave of absence approved
by the Administrator; provided that such leave is for a period of not more than
90 days or reemployment upon the expiration of such leave is guaranteed by
contract or statute.

                  (k) "EMPLOYEE" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

                  (l) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

                  (m) "INCENTIVE STOCK OPTION" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

                  (n) "NONSTATUTORY STOCK OPTION" shall mean an Option not
intended to qualify as an Incentive Stock Option.

                  (o) "OFFICER " shall mean a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (p) "OPTION" shall mean a stock option granted pursuant to the
Program.

                  (q) "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.

                  (r) "OPTIONEE" shall mean an Employee, Consultant or Outside
Director who holds an outstanding Option.

                  (s) "OUTSIDE DIRECTOR" shall mean a member of the Board of
Directors of the Company who is not an Employee.

                  (t) "PARENT" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (u) "PROGRAM" shall mean this 1996 Stock Incentive Program.

                  (v) "RULE 16B-3" shall mean Rule 16b-3 of the Exchange Act or
any successor to Rule 16b-3, as in effect when discretion is being exercised
with respect to the Program.

                  (w) "SHARE" shall mean a share of the Common Stock, as
adjusted in accordance with Section 10 of the Program.

                  (x) "SUBSIDIARY" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.

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         3. STOCK SUBJECT TO THE PROGRAM. Subject to the provisions of Section
10 of the Program, the maximum aggregate number of shares under the Program is
7,075,00 shares of Common Stock. The Shares may be authorized, but unissued, or
reacquired Common Stock.

         If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Program shall have been terminated, become available
for future grant under the Program. Notwithstanding the above, however, if
Shares are issued upon exercise of an Option and later repurchased by the
Company, such Shares shall not become available for future grant or sale under
the Program.

         4. ADMINISTRATION OF THE PROGRAM.

                  (a)      PROCEDURE.

                               (i)  MULTIPLE ADMINISTRATIVE BODIES.  The Plan
may be administered by different Committees with respect to different groups
of Service Providers.

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

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

                               (iv) OTHER ADMINISTRATION.  Other than as
provided above, the Plan shall be administered by (A) the Board or (B) a
Committee, which committee shall be constituted to satisfy Applicable Laws.

                  (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of
the Program, the Administrator shall have the authority, in its discretion: (i)
to grant Incentive Stock Options or Nonstatutory Stock Options; (ii) to
determine, upon review of relevant information and in accordance with Section 7
of the Program, the fair market value of the Common Stock; (iii) to determine
the exercise price per share of Options to be granted, which exercise price
shall be determined in accordance with Section 7 of the Program; (iv) to
determine the Employees or Consultants to whom, and the time or times at which,
Options shall be granted and the number of shares to be represented by each
Option (except with respect to automatic Option grants made to certain Outside
Directors); (v) to interpret the Program; (vi) to prescribe, amend and rescind
rules and regulations relating to the Program; (vii) to determine the terms and
provisions of each Option granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option; (viii) to authorize
any person to execute on behalf of the Company any instrument required to
effectuate the grant of an Option previously granted by the Administrator; (ix)
to allow Optionees to satisfy withholding tax obligations by electing to have
the Company withhold from the Shares to be issued upon exercise of an Option
that number of Shares having a Fair Market Value

                                       -3-

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equal to the amount required to be withheld; and (x) to make all other
determinations deemed necessary or advisable for the administration of the
Program. However, with respect to Options granted to certain Outside
Directors pursuant to Section 8(b)(ii) hereof, the Administrator shall
exercise no discretion and such awards shall be administered solely according
to their terms.

                  (c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of any Options granted under the
Program.

         5.       ELIGIBILITY.

                  (a) Options may be granted to Employees and Consultants;
Options may also be granted to Outside Directors who are neither employees nor
representatives of shareholders owning more than one percent (1%) of the
outstanding shares of the Company. However, (i) Incentive Stock Options may be
granted only to Employees, and (ii) Options may only be granted to Outside
Directors who are neither employees nor representatives of shareholders owning
more than one percent (1%) of the outstanding shares of the Company in
accordance with the provisions of Section 8(b)(ii) hereof. An Employee,
Consultant or Outside Director who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options.

                  (b) To the extent that the aggregate fair market value of
Shares subject to an Optionee's incentive stock options granted by the Company,
any Parent or Subsidiary, which become exercisable for the first time during any
calendar year (under all plans or programs of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5(b), incentive stock
options shall be taken into account in the order in which they were granted, and
the fair market value of the Shares shall be determined as of the time of grant.

                  (c) Neither the Program nor any Option shall confer upon any
Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with the
Optionee's right or the Company's right to terminate such employment or
consulting relationship at any time with or without cause.

                  (d) The following limitations shall apply to grants of Options
under the Program (defined below):

                               (i)  The President of the Company shall not be
granted, in any fiscal year of the Company, options to purchase more than
750,000 Shares, and no other Employee shall be granted, in any fiscal year of
the Company, Options to purchase more than 375,000 Shares.

                               (ii) The foregoing limitations shall be
adjusted proportionately in connection with any change in the Company's
capitalization as described in Section 10.

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                               (iii) If an Option is canceled in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 10), the canceled Option will be
counted against the limit set forth in Section (i) above. For this purpose,
if the exercise price of an Option is reduced, the transaction will be
treated as a cancellation of the Option and the grant of a new Option.

                               (iv) The foregoing limitations set forth in
this Section 5(d) are intended to satisfy the requirements applicable to
Options intended to qualify as "performance-based compensation" (within the
meaning of Section 162(m) of the Code). In the event the Administrator
determines that such limitations are not required to qualify Options as
performance-based compensation, the Administrator may modify or eliminate
such limitations.

         6. TERM OF PROGRAM. The Program shall become effective upon the earlier
to occur of its adoption by the Board of Directors or its approval by vote of
the shareholders of the Company as described in Section 16 of the Program. It
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 12 of the Program.

         7.       EXERCISE PRICE AND CONSIDERATION OF SHARES.

                  (a) The per Share exercise price for the Shares to be issued
pursuant to exercise of a Nonstatutory Stock Option shall be such price as is
determined by the Administrator, but in no event shall it be (i) less than 50%
of the fair market value per Share on the date of grant and (ii) in the case of
an Incentive Stock Option, not less than 100% of the fair market value per Share
on the date of grant. In the case of an Incentive Stock Option granted to an
Employee who, at the time of grant of such Incentive Stock Option owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share exercise price
shall be no less than 110% of the fair market value per Share on the date of
grant.

                  (b) The fair market value shall be determined by the
Administrator; provided, however, in the event that the Common Stock is listed
on any established stock exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its fair market value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable; or in the event that the Common Stock is
regularly quoted by a recognized securities dealer but selling prices are not
reported, the fair market value of a Share of Common Stock shall be the mean
between the high bid and low asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported in THE WALL
STREET JOURNAL or such other source as the Administrator deems reliable.

                  (c) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Board and may consist entirely of:

                               (i)  cash,

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                               (ii)  check,

                               (iii) promissory note,

                               (iv) other Shares of Common Stock which (i)
either have been owned by the Optionee for more than six (6) months on the
date of surrender or were not acquired, directly or indirectly, from the
Company, and (ii) have a fair market value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said option shall be
exercised,

                               (v) delivery of a properly executed exercise
notice together with such other documentation as the Administrator and the
broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or

                               (vi) any combination of such methods of
payment, or such other consideration and method of payment for the issuance
of Shares to the extent permitted under Sections 408 and 409 of the
California General Corporation Law.

         In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

         However, with respect to Options granted to certain Outside Directors
pursuant to Section 8(b)(ii) hereof, the consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
consist entirely of:

                               (i)  cash,

                               (ii) check,

                               (iii) other Shares of Common Stock which (i)
either have been owned by the Optionee for more than six (6) months on the
date of surrender or were not acquired, directly or indirectly, from the
Company, and (ii) have a fair market value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said option shall be
exercised,

                               (iv) delivery of a properly executed exercise
notice together with such other documentation as the Administrator and the
broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or

                               (v) any combination of such methods of payment.

         8.       OPTIONS.

                  (a) TERM OF OPTION. The term of each Option shall be ten (10)
years from the date of grant thereof or such shorter term as may be provided in
the Incentive Stock Option Agreement in the form attached hereto as Exhibit A.
The term of each Option that is not an Incentive Stock Option

                                       -6-

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shall be ten (10) years and one (1) day from the date of grant thereof or
such shorter term as may be provided in the Nonstatutory Stock Option
Agreement in the form attached hereto as Exhibit B-1 or B-2. However, in the
case of an Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or Subsidiary, (a)
if the Option is an Incentive Stock Option, the term of the Option shall be
five (5) years from the date of grant thereof or such shorter time as may be
provided in the Incentive Stock Option Agreement, or (b) if the Option is not
an Incentive Stock Option, the term of the Option shall be five (5) years and
one (1) day from the date of grant thereof or such shorter term as may be
provided in the Nonstatutory Stock Option Agreement. However, with respect to
Options granted to certain Outside Directors pursuant to Section 8(b)(ii)
hereof the term shall be as stated in such Section.

                  (b)      EXERCISE OF OPTION.

                               (i)  PROCEDURE FOR EXERCISE; RIGHTS AS A
SHAREHOLDER.  Any Option granted hereunder, except for Options granted to
certain Outside Directors in accordance with Section 8(b)(ii) below, shall be
exercisable at such times and under such conditions as determined by the
Administrator, including performance criteria with respect to the Company
and/or the Optionee, and shall be permissible under the terms of the Program.

         An Option may not be exercised for a fraction of a Share.

         An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 7(c) of the Program.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, which issuance shall be made as soon as is
practicable, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 10 of the
Program.

         Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Program and for sale under the Option, by the number of Shares as to which the
Option is exercised.

                               (ii) AUTOMATIC OPTION GRANTS TO CERTAIN
OUTSIDE DIRECTORS.  The provisions set forth in this Section 8(b)(ii) shall
not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974 as
amended, or the rules or regulations promulgated thereunder. All grants of
Options to Outside

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Directors under this Program shall be automatic and non-discretionary and
shall be made strictly in accordance with the following provisions:

                                    (A) No person shall have any discretion
to select which Outside Directors shall be granted Options or to determine
the number of shares to be covered by Options granted to Outside Directors;
provided, however, that nothing in this Program shall be construed to prevent
an Outside Director from declining to receive an Option under this Program.

                                    (B) On the date of each annual meeting of
the Company's shareholders, each person who is then an Outside Director
(including any person who first becomes an Outside Director as of such date)
and who is not a representative of shareholders owning more than one percent
(1%) of the outstanding shares of the Company shall automatically receive an
Option to purchase 15,000 Shares (the "Complete Annual Grant").

                                    (C) Each Outside Director who is not a
representative of shareholders owning more than one percent (1%) of the
outstanding shares of the Company and who first becomes an Outside Director
as of a date other than the date of an annual meeting of the Company's
shareholders shall automatically receive, upon such date, an Option (the
"Parital Annual Grant" and collectively with the Complete Annual Grant, the
"Annual Grants") to purchase that number of Shares obtained by multiplying
15,000 by a fraction, the numerator of which is the difference obtained by
subtracting from 12 the number of whole calendar months that have elapsed
since the date of the previous annual meeting of the Company's shareholders
and the denominator of which is 12.

                                    (D) Upon such person's election or
appointment as an Outside Director, each person who becomes an Outside
Director shall automatically receive an Option (the Initial Grant") to
purchase 45,000 Shares; provided, however that an Inside Director who ceases
to be an Inside Director but who remains a Director shall not receive such
automatic grant.

                                    (E) Immediately following the 1999 Annual
Meeting of Stockholders upon the approval of a related proposal at such
meeting, each person who is then an Outside Director (including any person
who first becomes an Outside Director as of such date) and who is not a
representative of shareholders owning more than one percent (1%) of the
outstanding shares of the Company shall automatically receive an Option to
purchase 36,000 Shares (the "One-Time Grant").

                                    (F) The terms of an Option granted pursuant
to this Section 8(b)(ii) shall be as follows:

                                            (1)      the term of the Annual
Grants shall be five (5) years and the term of the Initial Grants and the
One-Time Grants shall be 10 years;

                                            (2)      except as provided in
Sections 8(b)(iii) and 8(b)(iv) of this Program, the Option shall be
exercisable only while the Outside Director remains a director;

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                                            (3)      the exercise price per
share of Common Stock shall be 100% of the fair market value on the date of
grant of the Option, provided that, with respect to the Options granted on
the date on which the Company's registration statement on Form S-1 (or any
successor form thereof) is declared effective by the Securities and Exchange
Commission, the fair market value of the Common Stock shall be the Price to
Public as set forth in the final prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended;

                                            (4) the Annual Grants shall
become exercisable in installments cumulatively with respect to twenty-five
percent (25%) of the Optioned Stock six months after the date of grant and as
to an additional twelve and one-half percent (12.5%) of the Optioned Stock
each calendar quarter thereafter, so that one hundred percent (100%) of the
Optioned Stock shall be exercisable two years after the date of grant;
provided, however, that in no event shall any Option be exercisable prior to
obtaining shareholder approval of the Program.

                                            (5)      the One-Time Grants and
the Initial Grants shall become exercisable in installments cumulatively with
respect to twenty-eight percent (28%) of the Optioned Stock one year after
the date of grant and as to an additional two percent (2%) of the Optioned
Stock each calendar month thereafter, so that one hundred percent (100%) of
the Optioned Stock shall be exercisable four years after the date of grant.

                               (iii) TERMINATION OF STATUS AS AN EMPLOYEE,
CONSULTANT OR OUTSIDE DIRECTOR.  In the event of termination of an Optionee's
Continuous Status as an Employee, Consultant or Outside Director, such
Optionee may, but only within three (3) months (or, for Options not granted
pursuant to Section 8(b)(ii) hereof, for such other period of time, not
exceeding three (3) months in the case of an Incentive Stock Option or six
(6) months in the case of a Nonstatutory Stock Option, as is determined by
the Administrator, with such determination in the case of an Incentive Stock
Option being made at the time of grant of the Option) after the date of such
termination (but in no event later than the date of expiration of the term of
such Option as set forth in the Option Agreement), exercise his or her Option
to the extent that the Optionee was entitled to exercise it as of the date of
such termination. To the extent that the Optionee was not entitled to
exercise the Option at the date of such termination, or if the Optionee does
not exercise such Option (which the Optionee was entitled to exercise) within
the time specified herein, the Option shall terminate.

                               (iv) DISABILITY OF OPTIONEE. Notwithstanding
the provisions of Section 8(b)(iii) above, in the event of termination of an
Optionee's Continuous Status as an Employee, Consultant or Outside Director
as a result of his or her total and permanent disability (as defined in
Section 22(e)(3) of the Code), the Optionee may, but only within six (6)
months (or, for Options not granted pursuant to Section 8(b)(ii) hereof, for
such other period of time not exceeding twelve (12) months as is determined
by the Board, with such determination in the case of an Incentive Stock
Option being made at the time of grant of the Option) from the date of such
termination (but in no event later than the date of expiration of the term of
such Option as set forth in the Option Agreement), exercise his or her Option
to the extent the Optionee was entitled to exercise it at the date of such
termination. To the extent that the Optionee was not entitled to exercise the

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Option at the date of termination, or if the Optionee does not exercise such
Option (which the Optionee was entitled to exercise) within the time
specified herein, the Option shall terminate.

                               (v) DEATH OF OPTIONEE. In the event of the death
of an Optionee:

                                    (A)     during the term of the Option,
where the Optionee is at the time of his or her death an Employee, Consultant
or Outside Director of the Company and where such Optionee shall have been in
Continuous Status as an Employee, Consultant or Outside Director since the
date of grant of the Option, the Option may be exercised, at any time within
one (1) year following the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, to the extent that he and she was entitled to exercise it at the
date of death; or

                                    (B) within three (3) months after the
termination of Continuous Status as an Employee, Consultant or Outside
Director for any reason other than for cause or a voluntary termination
initiated by the Optionee, the Option may be exercised, at any time within
one (1) year following the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had accrued
at the date of termination.

                               (vi) BUYOUT PROVISIONS.  The Administrator may
at any time offer to buy out for a payment in cash or Shares, an Option
previously granted based on such terms and conditions as the Administrator
shall establish and communicate to the Optionee at the time that such offer
is made; provided, however, that the Administrator shall not offer to buy out
any Options granted pursuant to Section 8(b)(ii) of the Program.

         9. NON-TRANSFERABILITY OF OPTIONS. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such option shall contain such additional terms and conditions as
the Administrator deems appropriate.

         10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to
any required action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Program but as to
which no Options have yet been granted or which have been returned to the
Program upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Administrator, whose determination in that


                                       -10-

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respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an Option.

         In the event of the proposed dissolution or liquidation of the Company,
the Board shall notify the holder of an Option at least fifteen (15) days prior
to such proposed action. To the extent it has not been previously exercised, the
Option will terminate immediately prior to the consummation of such proposed
action.

         In the event of a merger of the Company with or into another
corporation, or the sale of all or substantially all of the Company's assets,
the Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the Optionee shall have the right to
exercise the Option as to all of the Optioned Stock, including as to Shares as
to which the Option would not otherwise be exercisable. If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the Option will terminate upon the expiration of such period.
Provided, however, that notwithstanding any other provision of this Program,
Options granted pursuant to Section 8(b)(ii) hereof shall, in the event of a
merger of the Company with or into another corporation or the sale of all or
substantially all of the Company's assets, be assumed or an equivalent option
shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation; provided, further, however, that in the event the
successor corporation or a parent or subsidiary of such successor corporation
refuses to so assume or substitute such options, such options shall become fully
vested and exercisable including as to Shares as to which such options would not
otherwise be exercisable. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or asset sale, the option confers
the right to purchase, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or asset sale, the consideration (whether stock,
cash, or other securities or property) received in the merger or asset sale by
holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option, for each
Share of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

         11. TIME OF GRANTING OPTIONS. The date of grant of an Option shall be
the date on which the Administrator makes the determination granting such
Option, except with respect to the date of grant of Options to certain Outside
Directors, which is set by the terms of the Program. Notice of the


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<PAGE>

determination shall be given to each Employee or Consultant to whom an Option
is granted within a reasonable time after the date of such grant.

         12. AMENDMENT AND TERMINATION OF THE PROGRAM.

                  (a) AMENDMENT AND TERMINATION. The Board may at any time
amend, alter, suspend or terminate the Program.

                  (b) SHAREHOLDER APPROVAL. The Company shall obtain shareholder
approval of any Program amendment to the extent necessary and desirable to
comply with Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any exchange
or quotation system on which the Common Stock is listed or quoted). Such
shareholder approval, if required, shall be obtained in such a manner and to
such a degree as is required by the applicable law, rule or regulation.

                  (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment,
alteration, suspension or termination of the Program shall impair the rights of
any Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company.

         13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended (the "Securities Act"), the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

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

         14. RESERVATION OF SHARES. The Company, during the term of this
Program, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Program.

         Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

         15. OPTION AGREEMENTS. Each Option shall be designated in a written
option agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option. Such agreements shall be


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<PAGE>

subject to amendment from time to time as shall be determined by the
Administrator; provided, however, that agreements reflecting option grants
pursuant to Section 8(b)(ii) hereof shall contain only the terms and
conditions as set forth in this Program.

         16. SHAREHOLDER APPROVAL. Continuance of the Program shall be subject
to approval by the shareholders of the Company within twelve months before or
after the date the Program is adopted. Such shareholder approval shall be
obtained in the manner and to the degree required under applicable federal and
state law.


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