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                                                                    EXHIBIT 10.2
                                                                    ------------

                          PROTON ENERGY SYSTEMS, INC.

                           2000 Stock Incentive Plan
                           -------------------------


1.   Purpose
     -------

     The purpose of this 2000 Stock Incentive Plan (the "Plan") of Proton Energy
Systems, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2.   Eligibility
     -----------

     All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan.  Each person who has been granted an
Award under the Plan shall be deemed a "Participant."

3.   Administration, Delegation
     --------------------------

     (a) Administration by Board of Directors.  The Plan will be administered by
         ------------------------------------
the Board of Directors of the Company (the "Board").  The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency.  All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award.  No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

     (b) Appointment of Committees.  To the extent permitted by applicable law,
         -------------------------
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee").  All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.
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4.   Stock Available for Awards
     --------------------------

     (a) Number of Shares.  Subject to adjustment under Section 8, Awards may be
         ----------------
made under the Plan for up to an aggregate number of shares of common stock, par
value $0.01 per share, of the Company (the "Common Stock") equal to the sum of
(i) 2,000,000 shares of Common Stock; (ii) any shares of Common Stock reserved
for issuance under the Company's 1996 Stock Option Plan (the "1996 Plan") that
remain available for issuance upon adoption of this Plan by the stockholders;
and (iii) all shares subject to awards granted under the 1996 Plan that expire,
terminate, or are otherwise surrendered, cancelled or forfeited (subject,
however, in the case of Incentive Stock Options to any limitations under the
Code); provided, however, that the maximum number of shares of Common Stock
reserved for issuance under the 1996 Plan that may be issued under this Plan
shall not exceed 5,700,000 shares.

     (b) If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

     (c) Per-Participant Limit.  Subject to adjustment under Section 8, for
         ---------------------
Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934 (the "Exchange Act"), the maximum number of shares of
Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 500,000 shares per calendar year. The per-Participant
limit described in this Section 4(b) shall be construed and applied consistently
with Section 162(m) of the Code ("Section 162(m)").

5.   Stock Options
     -------------

     (a) General.  The Board may grant options to purchase Common Stock (each,
         -------
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.  An Option which is not intended to be an Incentive
Stock Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

     (b) Incentive Stock Options.  An Option that the Board intends to be an
         -----------------------
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and construed consistently with the requirements of Section 422 of
the Code.  The Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) which is intended to be an Incentive
Stock Option is not an Incentive Stock Option.

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     (c) Exercise Price.  The Board shall establish the exercise price at the
         --------------
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price of all Incentive Stock Options shall
--------  -------
not be less than 100% of the fair market value of the Common Stock, as
determined by the Board, at the time the Incentive Stock Option is granted.

     (d) Duration of Options.  Each Option shall be exercisable at such times
         -------------------
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
                             --------  -------
for a term in excess of 10 years.

     (e) Exercise of Option.  Options may be exercised by delivery to the
         ------------------
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

     (f) Payment Upon Exercise.  Common Stock purchased upon the exercise of an
         ----------------------
Option granted under the Plan shall be paid for as follows:

         (1)   in cash or by check, payable to the order of the Company;

         (2)   except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

         (3)   when the Common Stock is registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), by delivery of shares of Common
Stock owned by the Participant valued at their fair market value as determined
by (or in a manner approved by) the Board in good faith ("Fair Market Value"),
provided (i) such method of payment is then permitted under applicable law and
(ii) such Common Stock was owned by the Participant at least six months prior to
such delivery;

         (4)   payment of such other lawful consideration as the Board may
determine; or

         (5)   by any combination of the above permitted forms of payment.

6.   Restricted Stock
     ----------------

     (a) Grants.  The Board may grant Awards entitling recipients to acquire
         ------
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable

                                       3
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Award are not satisfied prior to the end of the applicable restriction period or
periods established by the Board for such Award (each, a "Restricted Stock
Award").

     (b) Terms and Conditions.  The Board shall determine the terms and
         --------------------
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.  Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee).  At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary").  In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7.   Other Stock-Based Awards
     ------------------------

     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.

8.   Adjustments for Changes in Common Stock and Certain Other Events
     ----------------------------------------------------------------

     (a) Changes in Capitalization.  In the event of any stock split, reverse
         -------------------------
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock, other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(c), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate.  If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

     (b) Liquidation or Dissolution.  In the event of a proposed liquidation or
         --------------------------
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.  The

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Board may specify the effect of a liquidation or dissolution on any Restricted
Stock Award or other Award granted under the Plan at the time of the grant of
such Award.

     (c)  Reorganization and Change in Control Events
          -------------------------------------------

          (1)  Definitions
               -----------

               (a)  A "Reorganization Event" shall mean:

                    (i)  any merger or consolidation of the Company with or into
                         another entity as a result of which the Common Stock is
                         converted into or exchanged for the right to receive
                         cash, securities or other property; or

                    (ii) any exchange of shares of the Company for cash,
                         securities or other property pursuant to a statutory
                         share exchange transaction.

               (b)  A "Change in Control Event" shall mean:

                    (i)  the acquisition by an individual, 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
                         of any capital stock of the Company if, after such
                         acquisition, such Person beneficially owns (within the
                         meaning of Rule 13d-3 promulgated under the Exchange
                         Act) 30% or more of either (x) the then-outstanding
                         shares of common stock of the Company (the "Outstanding
                         Company Common Stock") or (y) the combined voting power
                         of the then-outstanding securities of the Company
                         entitled to vote generally in the election of directors
                         (the "Outstanding Company Voting Securities");
                         provided, however, that for purposes of this subsection
                         --------  -------
                         (i), the following acquisitions shall not constitute a
                         Change in Control Event: (A) any acquisition directly
                         from the Company (excluding an acquisition pursuant to
                         the exercise, conversion or exchange of any security
                         exercisable for, convertible into or exchangeable for
                         common stock or voting securities of the Company,
                         unless the Person exercising, converting or exchanging
                         such security acquired such security directly from the
                         Company or an underwriter or agent of the Company), (B)
                         any acquisition by any employee benefit plan (or
                         related trust) sponsored or maintained by the

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                          Company or any corporation controlled by the Company,
                          or (C) any acquisition by any corporation pursuant to
                          a Business Combination (as defined below) which
                          complies with clauses (x) and (y) of subsection (iii)
                          of this definition; or

                    (ii)  such time as the Continuing Directors (as defined
                          below) do not constitute a majority of the Board (or,
                          if applicable, the Board of Directors of a successor
                          corporation to the Company), where the term
                          "Continuing Director" means at any date a member of
                          the Board (x) who was a member of the Board on the
                          date of the initial adoption of this Plan by the Board
                          or (y) who was nominated or elected subsequent to such
                          date by at least a majority of the directors who were
                          Continuing Directors at the time of such nomination or
                          election or whose election to the Board was
                          recommended or endorsed by at least a majority of the
                          directors who were Continuing Directors at the time of
                          such nomination or election; provided, however, that
                                                       --------  -------
                          there shall be excluded from this clause (y) any
                          individual whose initial assumption of office occurred
                          as a result of an actual or threatened election
                          contest with respect to the election or removal of
                          directors or other actual or threatened solicitation
                          of proxies or consents, by or on behalf of a person
                          other than the Board; or

                    (iii) the consummation of a merger, consolidation,
                          reorganization, recapitalization or share exchange
                          involving the Company or a sale or other disposition
                          of all or substantially all of the assets of the
                          Company (a "Business Combination"), unless,
                          immediately following such Business Combination, each
                          of the following two conditions is satisfied: (x) all
                          or substantially all of the individuals and entities
                          who were the beneficial owners of the Outstanding
                          Company Common Stock and Outstanding Company Voting
                          Securities immediately prior to such Business
                          Combination beneficially own, directly or indirectly,
                          more than 50% of the then-outstanding shares of common
                          stock and the combined voting power of the then-
                          outstanding securities entitled to vote generally in
                          the election of directors, respectively, of the
                          resulting or acquiring corporation in such Business
                          Combination (which shall include, without limitation,
                          a corporation which as a result of such transaction
                          owns the Company or

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                         substantially all of the Company's assets either
                         directly or through one or more subsidiaries) (such
                         resulting or acquiring corporation is referred to
                         herein as the "Acquiring Corporation") in substantially
                         the same proportions as their ownership of the
                         Outstanding Company Common Stock and Outstanding
                         Company Voting Securities, respectively, immediately
                         prior to such Business Combination and (y) no Person
                         (excluding the Acquiring Corporation or any employee
                         benefit plan (or related trust) maintained or sponsored
                         by the Company or by the Acquiring Corporation)
                         beneficially owns, directly or indirectly, 30% or more
                         of the then-outstanding shares of common stock of the
                         Acquiring Corporation, or of the combined voting power
                         of the then-outstanding securities of such corporation
                         entitled to vote generally in the election of directors
                         (except to the extent that such ownership existed prior
                         to the Business Combination).

               (c)  "Good Reason" shall mean any significant diminution in the
                    Participant's title, authority, or responsibilities from and
                    after such Reorganization Event or Change in Control Event,
                    as the case may be, or any reduction in the annual cash
                    compensation payable to the Participant from and after such
                    Reorganization Event or Change in Control Event, as the case
                    may be, or the relocation of the place of business at which
                    the Participant is principally located to a location that is
                    greater than 50 miles from the current site.

               (d)  "Cause" shall mean any (i) willful failure by the
                    Participant, which failure is not cured within 30 days of
                    written notice to the Participant from the Company, to
                    perform his or her material responsibilities to the Company
                    or (ii) willful misconduct by the Participant which affects
                    the business reputation of the Company. The Participant
                    shall be considered to have been discharged for "Cause" if
                    the Company determines, within 30 days after the
                    Participant's resignation, that discharge for Cause was
                    warranted.

          (2)  Effect on Options
               -----------------

               (a)  Reorganization Event.  Upon the occurrence of a
                    --------------------
                    Reorganization Event (regardless of whether such event also
                    constitutes a Change in Control Event), or the execution by
                    the Company of any agreement with respect to a
                    Reorganization Event (regardless of whether such event will
                    result in a Change in Control Event), the Board shall
                    provide that all outstanding Options shall be assumed,

                                       7
<PAGE>

                    or equivalent options shall be substituted, by the acquiring
                    or succeeding corporation (or an affiliate thereof);
                    provided that if such Reorganization Event also constitutes
                    -------- ----
                    a Change in Control Event and on or prior to the first
                    anniversary of the date of the consummation of the
                    Reorganization Event, the Participant's employment with the
                    Company or the acquiring or succeeding corporation is
                    terminated for Good Reason by the Participant or is
                    terminated without Cause by the Company or the acquiring or
                    succeeding corporation, except to the extent specifically
                    provided to the contrary in the instrument evidencing any
                    Option or any other agreement between a Participant and the
                    Company, the number of shares subject to the Option which
                    were not already vested shall be exercisable upon the
                    occurrence of such Reorganization Event. For purposes
                    hereof, an Option shall be considered to be assumed if,
                    following consummation of the Reorganization Event, the
                    Option confers the right to purchase, for each share of
                    Common Stock subject to the Option immediately prior to the
                    consummation of the Reorganization Event, the consideration
                    (whether cash, securities or other property) received as a
                    result of the Reorganization Event by holders of Common
                    Stock for each share of Common Stock held immediately prior
                    to the consummation of the Reorganization Event (and if
                    holders were offered a choice of consideration, the type of
                    consideration chosen by the holders of a majority of the
                    outstanding shares of Common Stock); provided, however, that
                    if the consideration received as a result of the
                    Reorganization Event is not solely common stock of the
                    acquiring or succeeding corporation (or an affiliate
                    thereof), the Company may, with the consent of the acquiring
                    or succeeding corporation, provide for the consideration to
                    be received upon the exercise of Options to consist solely
                    of common stock of the acquiring or succeeding corporation
                    (or an affiliate thereof) equivalent in fair market value to
                    the per share consideration received by holders of
                    outstanding shares of Common Stock as a result of the
                    Reorganization Event.

                         Notwithstanding the foregoing, if the acquiring or
                    succeeding corporation (or an affiliate thereof) does not
                    agree to assume, or substitute for, such Options, then the
                    Board shall, upon written notice to the Participants,
                    provide that all then unexercised Options will become
                    exercisable in full as of a specified time prior to the
                    Reorganization Event and will terminate immediately prior to
                    the consummation of such Reorganization Event, except to the
                    extent exercised by the Participants before the consummation
                    of

                                       8
<PAGE>

                    such Reorganization Event; provided, however, that in the
                    event of a Reorganization Event under the terms of which
                    holders of Common Stock will receive upon consummation
                    thereof a cash payment for each share of Common Stock
                    surrendered pursuant to such Reorganization Event (the
                    "Acquisition Price"), then the Board may instead provide
                    that all outstanding Options shall terminate upon
                    consummation of such Reorganization Event and that each
                    Participant shall receive, in exchange therefor, a cash
                    payment equal to the amount (if any) by which (A) the
                    Acquisition Price multiplied by the number of shares of
                    Common Stock subject to such outstanding Options (whether or
                    not then exercisable), exceeds (B) the aggregate exercise
                    price of such Options.

               (b)  Change in Control Event that is not a Reorganization Event.
                    ----------------------------------------------------------
                    Following the occurrence of a Change in Control Event that
                    does not also constitute a Reorganization Event, if, on or
                    prior to the first anniversary of the date of the
                    consummation of the Change in Control Event, the
                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation, except
                    to the extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, the vesting schedule
                    of such Option shall be accelerated in part so that the
                    number of shares that would otherwise have first become
                    vested on any date after the date of the Change in Control
                    Event shall immediately become exercisable.

          (3)  Effect on Restricted Stock Awards
               ---------------------------------

               (a)  Reorganization Event that is not a Change in Control Event.
                    ----------------------------------------------------------
                    Upon the occurrence of a Reorganization Event that is not a
                    Change in Control Event, the repurchase and other rights of
                    the Company under each outstanding Restricted Stock Award
                    shall inure to the benefit of the Company's successor and
                    shall apply to the cash, securities or other property which
                    the Common Stock was converted into or exchanged for
                    pursuant to such Reorganization Event in the same manner and
                    to the same extent as they applied to the Common Stock
                    subject to such Restricted Stock Award.

               (b)  Change in Control Event.  Following the occurrence of a
                    -----------------------
                    Change in Control Event (regardless of whether such event
                    also constitutes a Reorganization Event), if on or prior to
                    the first anniversary of the date of the consummation of the
                    Change in Control Event, the

                                       9
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                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation, except
                    to the extent specifically provided to the contrary in the
                    instrument evidencing any Restricted Stock Award or any
                    other agreement between a Participant and the Company, the
                    vesting schedule of all Restricted Stock Awards shall be
                    accelerated in part so that the number of shares that would
                    otherwise have first become free from conditions or
                    restrictions on any date after the date of the Change in
                    Control Event shall immediately become free from conditions
                    or restrictions.

          (4)  Effect on Other Awards
               ----------------------

               (a)  Reorganization Event that is not a Change in Control Event.
                    ----------------------------------------------------------
                    The Board shall specify the effect of a Reorganization Event
                    that is not a Change in Control Event on any other Award
                    granted under the Plan at the time of the grant of such
                    Award.

               (b)  Change in Control Event.  Following the occurrence of a
                    -----------------------
                    Change in Control Event (regardless of whether such event
                    also constitutes a Reorganization Event), if on or prior to
                    the first anniversary of the date of the consummation of the
                    Change in Control Event, the Participant's employment with
                    the Company or the acquiring or succeeding corporation is
                    terminated for Good Reason by the Participant or is
                    terminated without Cause by the Company or the acquiring or
                    succeeding corporation, except to the extent specifically
                    provided to the contrary in the instrument evidencing any
                    Award or any other agreement between a Participant and the
                    Company, the vesting schedule of all other Awards shall be
                    accelerated in part so that the number of shares that would
                    otherwise have first become exercisable, realizable, vested
                    or free from conditions or restrictions on any date after
                    the date of the Change in Control Event shall immediately
                    become exercisable, realizable, vested or free from
                    conditions or restrictions.

          (5)  Limitations.  Notwithstanding the foregoing provisions of this
               -----------
               Section 8(c), if the Change in Control Event is intended to be
               accounted for as a "pooling of interests" for financial
               accounting purposes, and if the acceleration to be effected by
               the foregoing provisions of this Section 8(c) would preclude
               accounting for the Change in Control Event as a "pooling of
               interests" for financial accounting purposes, then no such
               acceleration shall occur upon the Change in Control Event.

                                       10
<PAGE>

9.   General Provisions Applicable to Awards
     ---------------------------------------

     (a) Transferability of Awards.  Except as the Board may otherwise determine
         -------------------------
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant.  References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b) Documentation.  Each Award shall be evidenced by a written instrument
         -------------
in such form as the Board shall determine.  Each Award may contain terms and
conditions in addition to those set forth in the Plan.

     (c) Board Discretion.  Except as otherwise provided by the Plan, each Award
         ----------------
may be made alone or in addition to or in relation to any other Award.  The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

     (d) Termination of Status.  The Board shall determine the effect on an
         ---------------------
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e) Withholding.  Each Participant shall pay to the Company, or make
         -----------
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability.  Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

     (f) Amendment of Award.  The Board may amend, modify or terminate any
         ------------------
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     (g) Conditions on Delivery of Stock.  The Company will not be obligated to
         -------------------------------
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or

                                       11
<PAGE>

removed to the satisfaction of the Company, (ii) in the opinion of the Company's
counsel, all other legal matters in connection with the issuance and delivery of
such shares have been satisfied, including any applicable securities laws and
any applicable stock exchange or stock market rules and regulations, and (iii)
the Participant has executed and delivered to the Company such representations
or agreements as the Company may consider appropriate to satisfy the
requirements of any applicable laws, rules or regulations.

     (h) Acceleration.  The Board may at any time provide that any Options shall
         ------------
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

10.  Miscellaneous
     -------------

     (a) No Right to Employment or Other Status.  No person shall have any claim
         --------------------------------------
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b) No Rights as Stockholder.  Subject to the provisions of the applicable
         ------------------------
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c) Effective Date and Term of Plan.  The Plan shall become effective on
         -------------------------------
the date on which it is adopted by the Board but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required under Section 162(m) in the manner required
under Section 162(m) (including the vote required under Section 162(m)).  No
Awards shall be granted under the Plan after the completion of ten years from
the earlier of (i) the date on which the Plan was adopted by the Board or (ii)
the date the Plan was approved by the Company's stockholders, but Awards
previously granted may extend beyond that date.

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<PAGE>

     (d) Amendment of Plan.  The Board may amend, suspend or terminate the Plan
         -----------------
or any portion thereof at any time.

     (e) Governing Law.  The provisions of the Plan and all Awards made
         -------------
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.



                              Adopted by the Board of Directors of
                              the Company on _________ __, 2000.

                              Approved by the stockholders of the
                              Company on _________ __, 2000.

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