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                                                                     Exhibit 4.1

                               WATERS CORPORATION

                           2003 EQUITY INCENTIVE PLAN

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                                TABLE OF CONTENTS
<TABLE>
<S>                                                                       <C>
1.   Purpose...........................................................    1

2.   Definitions.......................................................    1

3.   Term of the Plan..................................................    3

4.   Stock Subject to the Plan.........................................    4

5.   Administration....................................................    4

6.   Authorization and Eligibility.....................................    5

7.   Specific Terms of Awards..........................................    5

8.   Adjustment Provisions.............................................   11

9.   Settlement of Awards..............................................   12

10.  Reservation of Stock..............................................   13

11.  No Special Employment or Other Rights.............................   14

12.  Nonexclusivity of the Plan........................................   14

13.  Termination and Amendment of the Plan.............................   14

14.  Notices and Other Communications..................................   14

15.  Governing Law.....................................................   15
</TABLE>

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                               WATERS CORPORATION

                           2003 EQUITY INCENTIVE PLAN

1.       PURPOSE

         This Plan is intended to encourage ownership of Common Stock by
employees, consultants and directors of the Company and its Affiliates and to
provide additional incentive for them to promote the success of the Company's
business. The Plan is intended to be an incentive stock option plan within the
meaning of Section 422 of the Code, but not all Awards are required to be
Incentive Options.

2.       DEFINITIONS

         As used in this Plan, the following terms shall have the following
meanings:

         2.1.     ACCELERATE, ACCELERATED, and ACCELERATION, when used with
respect to an Option or Stock Appreciation Right, means that as of the time of
reference the Option or Stock Appreciation Right will become exercisable with
respect to some or all of the shares of Common Stock for which it was not then
otherwise exercisable by its terms, and, when used with respect to Restricted
Stock, means that the Risk of Forfeiture otherwise applicable to the Stock shall
expire with respect to some or all of the shares of Restricted Stock then still
otherwise subject to the Risk of Forfeiture.

         2.2.     ACQUISITION means a merger or consolidation of the Company
with or into another person or the sale, transfer, or other disposition of all
or substantially all of the Company's assets to one or more other persons in a
single transaction or series of related transactions, unless securities
possessing more than 50% of the total combined voting power of the survivor's or
acquiror's outstanding securities (or the securities of any parent thereof) are
held by a person or persons who held securities possessing more than 50% of the
total combined voting power of the Company immediately prior to that
transaction.

         2.3.     AFFILIATE means any corporation, partnership, limited
liability company, business trust, or other entity controlling, controlled by or
under common control with the Company.

         2.4.     AWARD means any grant or sale pursuant to the Plan of Options,
Restricted Stock, Stock Appreciation Rights or Stock Grants.

         2.5.     AWARD AGREEMENT means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

         2.6.     BOARD means the Company's Board of Directors.

         2.7.     CHANGE OF CONTROL means any of the following transactions:

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                                      -2-

                  (a)      any Acquisition, or

                  (b)      any person or group of persons (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in
effect from time to time), other than the Company or an Affiliate, directly or
indirectly acquires beneficial ownership (determined pursuant to Securities and
Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of
securities possessing more than 50% of the total combined voting power of the
Company's outstanding securities pursuant to a tender or exchange offer made
directly to the Company's stockholders that the Board does not recommend such
stockholders to accept, or

                  (c)      over a period of 36 consecutive months or less, there
is a change in the composition of the Board such that a majority of the Board
members (rounded up to the next whole number, if a fraction) ceases, by reason
of one or more proxy contests for the election of Board members, to be composed
of individuals who either (A) have been Board members continuously since the
beginning of that period, or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in the preceding clause (A) who were still in office at the time that
election or nomination was approved by the Board.

         2.8.     CODE means the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute thereto, and any regulations issued from
time to time thereunder.

         2.9.     COMMITTEE means any committee of the Board delegated
responsibility by the Board for the administration of the Plan, as provided in
Section 5 of the Plan. For any period during which no such committee is in
existence "Committee" shall mean the Board and all authority and responsibility
assigned to the Committee under the Plan shall be exercised, if at all, by the
Board.

         2.10.    COMMON STOCK or STOCK means common stock, par value $.01 per
share, of the Company.

         2.11.    COMPANY means Waters Corporation, a corporation organized
under the laws of the State of Delaware.

         2.12.    GRANT DATE means the date as of which an Option is granted, as
determined under Section 7.1(a).

         2.13.    INCENTIVE OPTION means an Option which by its terms is to be
treated as an "incentive stock option" within the meaning of Section 422 of the
Code.

         2.14.    MARKET VALUE means the value of a share of Common Stock on any
date as determined by the Committee.

         2.15.    NONSTATUTORY OPTION means any Option that is not an Incentive
Option.

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                                      -3-

         2.16.    OPTION means an option to purchase shares of Common Stock.

         2.17.    OPTIONEE means a Participant to whom an Option shall have been
granted under the Plan.

         2.18.    PARTICIPANT means any holder of an outstanding Award under the
Plan.

         2.19.    PLAN means this 2003 Equity Incentive Plan of the Company, as
amended from time to time, and including any attachments or addenda hereto.

         2.20.    RESTRICTED STOCK means a grant or sale of shares of Common
Stock to a Participant subject to a Risk of Forfeiture.

         2.21.    RESTRICTION PERIOD means the period of time, established by
the Committee in connection with an Award of Restricted Stock, during which the
shares of Restricted Stock are subject to a Risk of Forfeiture described in the
applicable Award Agreement.

         2.22.    RISK OF FORFEITURE means a limitation on the right of the
Participant to retain Restricted Stock, including a right in the Company to
reacquire the Shares at less than their then Market Value, arising because of
the occurrence or non-occurrence of specified events or conditions.

         2.23.    STOCK APPRECIATION RIGHT means the right described in Section
7.3 hereof.

         2.24.    STOCK GRANT means the grant of shares of Common Stock not
subject to restrictions or other forfeiture conditions.

         2.25.    TEN PERCENT OWNER means a person who owns, or is deemed within
the meaning of Section 422(b)(6) of the Code to own, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
(or any parent or subsidiary corporations of the Company, as defined in Sections
424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent
Owner shall be determined with respect to an Option based on the facts existing
immediately prior to the Grant Date of the Option.

         2.26.    TERMINATION means the last day of an employee's active
employment or a non-employee's other association, except as otherwise required
by applicable local law.

3.       TERM OF THE PLAN

         Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted under this Plan at any time in the period commencing on the date
of approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the earlier of the adoption of the Plan by the Board or approval
of the Plan by the Company's stockholders. Awards granted pursuant to the Plan
within that period shall not expire solely by reason of the termination of the
Plan. Awards of Incentive Options granted prior to stockholder approval of the
Plan are expressly conditioned upon such approval,

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                                      -4-

but in the event of the failure of the stockholders to approve the Plan shall
thereafter and for all purposes be deemed to constitute Nonstatutory Options.

4.       STOCK SUBJECT TO THE PLAN

         At no time shall the number of shares of Common Stock issued pursuant
to or subject to outstanding Awards granted under the Plan exceed 5,697,290 plus
the number of any shares subject to awards granted under the Waters Corporation
1996 Long-Term Performance Incentive Plan, the Waters Corporation 1996
Non-Employee Director Stock Option Plan and the Waters Corporation 1994 Stock
Option Plan which would have become available for additional awards thereunder
by reason of the expiration or termination of those awards, SUBJECT, HOWEVER, to
the provisions of Section 8 of the Plan. Notwithstanding the foregoing
limitation, Awards for Incentive Stock Options shall not exceed 5,697,290
shares. For purposes of applying the foregoing limitation, if any Option or
Stock Appreciation Right expires, terminates, or is cancelled for any reason
without having been exercised in full, or if any Award of Restricted Stock is
forfeited by the recipient, the shares not purchased or received by the
Participant or forfeited by the recipient shall again be available for Awards to
be granted under the Plan. Shares of Common Stock issued pursuant to the Plan
may be either authorized but unissued shares or shares held by the Company in
its treasury.

5.       ADMINISTRATION

         The Plan shall be administered by the Committee; PROVIDED, HOWEVER,
that at any time and on any one or more occasions the Board may itself exercise
any of the powers and responsibilities assigned the Committee under the Plan and
when so acting shall have the benefit of all of the provisions of the Plan
pertaining to the Committee's exercise of its authorities hereunder; and
PROVIDED FURTHER, HOWEVER, that the Committee may delegate to an executive
officer or officers the authority to grant Awards hereunder to employees who are
not officers, and to consultants, in accordance with such guidelines as the
Committee shall set forth at any time or from time to time. Subject to the
provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan including the
employee, consultant or director to receive the Award, the form of Award and any
acceleration or extension of an Award (without regard to whether such
acceleration or extension is embodied in the applicable Award Agreement). In
making such determinations, the Committee may take into account the nature of
the services rendered by the respective employees, consultants, and directors,
their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall also have
complete authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, to determine the terms and provisions of the
respective Award Agreements (which need not be identical), and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations made in good faith on

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                                      -5-

matters referred to in the Plan shall be final, binding and conclusive on all
persons having or claiming any interest under the Plan or an Award made pursuant
to hereto.

6.       AUTHORIZATION AND ELIGIBILITY

         The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards, either alone or in combination with
any other Awards, to any employee of or consultant to one or more of the Company
and its Affiliates or to non-employee member of the Board or of any board of
directors (or similar governing authority) of any Affiliate. However, only
employees of the Company, and of any parent or subsidiary corporations of the
Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall
be eligible for the grant of an Incentive Option. Further, in no event shall the
number of shares of Common Stock covered by Options or other Awards granted to
any one person in any one calendar year exceed One Million (1,000,000) shares of
Common Stock.

         Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.

7.       SPECIFIC TERMS OF AWARDS

         7.1.     OPTIONS.

                  (a)      DATE OF GRANT. The granting of an Option shall take
place at the time specified in the Award Agreement. Only if expressly so
provided in the applicable Award Agreement shall the Grant Date be the date on
which the Award Agreement shall have been duly executed and delivered by the
Company and the Optionee.

                  (b)      EXERCISE PRICE. The price at which shares of Common
Stock may be acquired under each Incentive Option shall be not less than 100% of
the Market Value of Common Stock on the Grant Date, or not less than 110% of the
Market Value of Common Stock on the Grant Date if the Optionee is a Ten Percent
Owner. The price at which shares of Common Stock may be acquired under each
Nonstatutory Option shall be not less than 100% of the Market Value of Common
Stock on the Grant Date.

                  (c)      OPTION PERIOD. No Incentive Option may be exercised
on or after the tenth anniversary of the Grant Date, or on or after the fifth
anniversary of the Grant Date if the Optionee is a Ten Percent Owner. No
Nonstatutory Option may be exercised on or after the tenth anniversary of the
Grant Date.

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                                      -6-

                  (d)      EXERCISABILITY. An Option may be immediately
exercisable or become exercisable in such installments, cumulative or
non-cumulative, as the Committee may determine. In the case of an Option not
otherwise immediately exercisable in full, the Committee may Accelerate such
Option in whole or in part at any time; PROVIDED, HOWEVER, that in the case of
an Incentive Option, any such Acceleration of the Option would not cause the
Option to cease to be an Incentive Option in accordance with the provisions of
Section 422 of the Code or the Optionee consents to the Acceleration.

                  (e)      TERMINATION FROM THE COMPANY. If the Optionee has a
Termination from the Company and its Affiliates for any reason, including the
Optionee's employer ceasing to be an Affiliate, the Optionee may exercise the
Option only for the number of shares and only during the period specified,
whether originally or by amendment, in the Award Agreement governing the Option.
Military or sick leave or other bona fide leave shall not be deemed a
Termination, PROVIDED that it does not exceed the longer of ninety (90) days or
the period during which the absent Optionee's reemployment rights, if any, are
guaranteed by statute or by contract.

                  (f)      TRANSFERABILITY. Except as otherwise provided in this
subsection (f), Options shall not be transferable, and no Option or interest
therein may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. All
of a Participant's rights in any Option may be exercised during the life of the
Participant only by the Participant or the Participant's legal representative.
However, the Committee may, at or after the grant of a Nonstatutory Option,
provide that such Option may be transferred by the recipient to a family member;
PROVIDED, HOWEVER, that any such transfer is without payment of any
consideration whatsoever and that no transfer of an Option shall be valid unless
first approved by the Committee, acting in its sole discretion. For this
purpose, "family member" means any child, stepchild, grandchild, parent,
stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the employee's household
(other than a tenant or employee), a trust in which the foregoing persons have
more than fifty (50) percent of the beneficial interests, a foundation in which
the foregoing persons (or the Participant) control the management of assets, and
any other entity in which these persons (or the Participant) own more than fifty
(50) percent of the voting interests.

                  (g)      METHOD OF EXERCISE. An Option may be exercised by the
Optionee giving written notice, in the manner provided in Section 14, specifying
the number of shares with respect to which the Option is then being exercised.
The notice shall be accompanied by payment in the form of cash or check payable
to the order of the Company in an amount equal to the exercise price of the
shares to be purchased or, to the extent not prohibited by applicable law and if
the Committee had so authorized on the grant of an Incentive Option or on or
after grant of an Nonstatutory Option (and subject to such conditions, if any,
as the Committee may deem necessary to avoid adverse accounting effects to the
Company) by delivery to the Company of

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                                      -7-

                           (i)      shares of Common Stock having a Market Value
                  equal to the exercise price of the shares to be purchased, or

                           (ii)     the Optionee's executed promissory note in
                  the principal amount equal to the exercise price of the shares
                  to be purchased and otherwise in such form as the Committee
                  shall have approved.

To the extent permitted by applicable law, payment of any exercise price may
also be made through and under the terms and conditions of any formal cashless
exercise program authorized by the Company entailing the sale of the Stock
subject to an Option in a brokered transaction (other than to the Company).
Receipt by the Company of such notice and payment in any authorized or
combination of authorized means shall constitute the exercise of the Option.
Within thirty (30) days thereafter but subject to the remaining provisions of
the Plan, the Company shall deliver or cause to be delivered to the Optionee or
his agent a certificate or certificates for the number of shares then being
purchased. Such shares shall be fully paid and nonassessable.

                  (h)      LIMIT ON INCENTIVE OPTION CHARACTERIZATION. An
Incentive Option shall be considered to be an Incentive Option only to the
extent that the number of shares of Common Stock for which the Option first
becomes exercisable in a calendar year do not have an aggregate Market Value (as
of the date of the grant of the Option) in excess of the "current limit". The
current limit for any Optionee for any calendar year shall be $100,000 MINUS the
aggregate Market Value at the date of grant of the number of shares of Common
Stock available for purchase for the first time in the same year under each
other Incentive Option previously granted to the Optionee under the Plan, and
under each other incentive stock option previously granted to the Optionee under
any other incentive stock option plan of the Company and its Affiliates. Any
shares of Common Stock which would cause the foregoing limit to be violated
shall be deemed to have been granted under a separate Nonstatutory Option,
otherwise identical in its terms to those of the Incentive Option.

                  (i)      NOTIFICATION OF DISPOSITION. Each person exercising
any Incentive Option granted under the Plan shall be deemed to have covenanted
with the Company to report to the Company any disposition of such shares prior
to the expiration of the holding periods specified by Section 422(a)(1) of the
Code and, if and to the extent that the realization of income in such a
disposition imposes upon the Company federal, state, local or other withholding
tax requirements, or any such withholding is required to secure for the Company
an otherwise available tax deduction, to remit to the Company an amount in cash
sufficient to satisfy those requirements.

                  (j)      RIGHTS PENDING EXERCISE. No person holding an Option
shall be deemed for any purpose to be a stockholder of the Company with respect
to any of the shares of Stock issuable pursuant to his Option, except to the
extent that the Option shall have been exercised with respect thereto and, in
addition, a certificate shall have been issued therefor and delivered to such
holder or his agent.

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                                      -8-

         7.2.     Restricted Stock.

                  (a)      PURCHASE PRICE. Shares of Restricted Stock shall be
issued under the Plan for such consideration, in cash, other property or
services, or any combination thereof, as is determined by the Committee.

                  (b)      ISSUANCE OF CERTIFICATES. Each Participant receiving
a Restricted Stock Award, subject to subsection (c) below, shall be issued a
stock certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of such Participant, and, if
applicable, shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Award substantially in the following form:

         The transferability of this certificate and the shares represented by
         this certificate are subject to the terms and conditions of the Waters
         Corporation 2003 Equity Incentive Plan and an Award Agreement entered
         into by the registered owner and Waters Corporation. Copies of such
         Plan and Agreement are on file in the offices of Waters Corporation.

                  (c)      ESCROW OF SHARES. The Committee may require that the
stock certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

                  (d)      RESTRICTIONS AND RESTRICTION PERIOD. During the
Restriction Period applicable to shares of Restricted Stock, such shares shall
be subject to limitations on transferability and a Risk of Forfeiture arising on
the basis of such conditions related to the performance of services, Company or
Affiliate performance or otherwise as the Committee may determine and provide
for in the applicable Award Agreement. No Award of Restricted Stock shall have a
Restriction Period of less than 3 years except: (i) as may be recommended by the
Committee and approved by the Board or (ii) with respect to any Award of
Restricted Stock which provides solely for a performance-based Risk of
Forfeiture. Any such Risk of Forfeiture may be waived or terminated, or the
Restriction Period shortened, at any time by the Committee on such basis as it
deems appropriate.

                  (e)      RIGHTS PENDING LAPSE OF RISK OF FORFEITURE OR
FORFEITURE OF AWARD. Except as otherwise provided in the Plan or the applicable
Award Agreement, at all times prior to lapse of any Risk of Forfeiture
applicable to, or forfeiture of, an Award of Restricted Stock, the Participant
shall have all of the rights of a stockholder of the Company, including the
right to vote, and the right to receive any dividends with respect to, the
shares of Restricted Stock. The Committee, as determined at the time of Award,
may permit or require the payment of cash dividends to be deferred and, if the
Committee so determines, reinvested in additional Restricted Stock to the extent
shares are available under Section 4.

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                                      -9-

                  (f)      TERMINATION FROM THE COMPANY. Unless the Committee
shall provide otherwise for any Award of Restricted Stock, whether originally or
by amendment, upon a Participant's Termination from the Company and its
Affiliates during the Restriction Period for any reason, including the
Participant's employer ceasing to be an Affiliate during the Restriction Period,
all shares of Restricted Stock still subject to Risk of Forfeiture shall be
forfeited or otherwise subject to return to or repurchase by the Company on the
terms specified in the Award Agreement; PROVIDED, HOWEVER, that military or sick
leave or other bona fide leave shall not be deemed a Termination, if it does not
exceed the longer of ninety (90) days or the period during which the absent
Participant's reemployment rights, if any, are guaranteed by statute or by
contract.

                  (g)      LAPSE OF RESTRICTIONS. If and when the Restriction
Period expires without a prior forfeiture of the Restricted Stock, the
certificates for such shares shall be delivered to the Participant promptly if
not theretofore so delivered.

         7.3.     STOCK APPRECIATION RIGHTS.

                  (a)      GRANT OF STOCK APPRECIATION RIGHTS. The Committee may
grant Stock Appreciation Rights either alone, or in conjunction with Stock
Options, either at the time of grant or by amendment thereafter. Each Award of
Stock Appreciation Rights granted under the Plan shall comply with the terms and
conditions set forth herein, and with such other terms and conditions,
including, but not limited to, restrictions upon the Award of Stock Appreciation
Rights or the Common Stock issuable upon exercise thereof, as the Committee, in
its discretion, shall establish. An Award of Stock Appreciation Rights shall
entitle the Participant (or any person entitled to act under the provisions of
paragraph (d) below) to exercise such Award and surrender unexercised the
Option, if any, to which the Stock Appreciation Right is attached (or any
portion of such Option) to the Company and to receive from the Company in
exchange thereof, without payment to the Company, that number of shares of
Common Stock having an aggregate value equal to (or, in the discretion of the
Committee, less than) the excess of the fair market value of one share at the
time of such exercise, over the exercise price (or Option Price, as the case may
be), times the number of shares subject to the Award or the Option, or portion
thereof, which is so exercised or surrendered, as the case may be. The Committee
shall be entitled in its discretion to elect to settle the obligation arising
out of the exercise of a Stock Appreciation Right by the payment of cash or
property, or other forms of payment, or any combination thereof, as determined
by the Committee, equal to the aggregate value of the Common Stock it would
otherwise be obligated to deliver. Any such election by the Committee shall be
made as soon as practicable after the receipt by the Committee of written notice
of the exercise of the Stock Appreciation Right.

                  (b)      PRICE. The Stock Appreciation Right shall be granted
with a hurdle price in an amount determined by the Committee, but not less than
100% of the Market Value of Common Stock on the Grant Date.

                  (c)      NUMBER OF SHARES. The Committee shall determine the
number of shares of Common Stock to be subject to each Award of Stock
Appreciation Rights. The
<PAGE>

                                      -10-

number of shares of Common Stock subject to an outstanding Award of Stock
Appreciation Rights may be reduced on a share-for-share or other appropriate
basis, as determined by the Committee, to the extent that Common Stock under
such Award of Stock Appreciation Rights are used to calculate the cash, Common
Stock, or property, or other forms of payment, or any combination thereof,
received pursuant to exercise of an Option attached to such Award of Stock
Appreciation Rights, or to the extent that any other Award granted in
conjunction with such Award of Stock Appreciation Rights is paid.

                  (d)      TRANSFERABILITY. Except as otherwise provided in this
subsection (d), Stock Appreciation Rights shall not be transferable, and no
Stock Appreciation Right or interest therein may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. All of a Participant's rights in any Stock
Appreciation Right may be exercised during the life of the Participant only by
the Participant or the Participant's legal representative. However, the
Committee may, at or after the grant of a Stock Appreciation Right, provide that
such Stock Appreciation Right may be transferred by the recipient to a family
member; PROVIDED, HOWEVER, that any such transfer is without payment of any
consideration whatsoever and that no transfer of a Stock Appreciation Right
shall be valid unless first approved by the Committee, acting in its sole
discretion. For this purpose, "family member" means any child, stepchild,
grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
employee's household (other than a tenant or employee), a trust in which the
foregoing persons have more than fifty (50) percent of the beneficial interests,
a foundation in which the foregoing persons (or the Participant) control the
management of assets, and any other entity in which these persons (or the
Participant) own more than fifty (50) percent of the voting interests.

                  (e)      EXERCISABILITY. No Award of Stock Appreciation Rights
may be exercised on or after the tenth anniversary of the Grant Date. Any Award
of Stock Appreciation Rights may be exercised only as set forth herein or at
such time or times and in such installments as the Committee may establish.

                  (f)      TERMINATION FROM THE COMPANY. If the Participant has
a Termination from the Company and its Affiliates for any reason, including the
Participant's employer ceasing to be an Affiliate, the Participant may exercise
the Stock Appreciation Right only for the number of shares and only during the
period specified, whether originally or by amendment, in the Award Agreement
governing the Stock Appreciation Right. Military or sick leave or other bona
fide leave shall not be deemed a Termination, provided that it does not exceed
the longer of ninety (90) days or the period during which the absent
Participant's reemployment rights, if any, are guaranteed by statute or by
contract.

                  (g)      DEEMED EXERCISE. A Stock Appreciation Right may
provide that it shall be deemed to have been exercised at the close of business
on the business day preceding the expiration date of the Stock Appreciation
Right or of the related Option, or

<PAGE>

                                      -11-

such other date as specified by the Committee, if at such time such Stock
Appreciation Right has a positive value. Such deemed exercise shall be settled
or paid in the same manner as a regular exercise thereof.

         7.4.     STOCK GRANTS. Stock Grants shall be awarded solely in
recognition of significant contributions to the success of the Company or its
Affiliates, in lieu of compensation otherwise already due and in such other
limited circumstances as the Committee deems appropriate. Stock Grants shall be
made without forfeiture conditions of any kind.

         7.5.     AWARDS TO PARTICIPANTS OUTSIDE THE UNITED STATES. The
Committee may modify the terms of any Award under the Plan granted to a
Participant who is, at the time of grant or during the term of the Award,
resident or primarily employed outside of the United States in any manner deemed
by the Committee to be necessary or appropriate in order that the Award shall
conform to laws, regulations, and customs of the country in which the
Participant is then resident or primarily employed, or so that the value and
other benefits of the Award to the Participant, as affected by foreign tax laws
and other restrictions applicable as a result of the Participant's residence or
employment abroad, shall be comparable to the value of such an Award to a
Participant who is resident or primarily employed in the United States. An Award
may be modified under this Section 7.5 in a manner that is inconsistent with the
express terms of the Plan, so long as such modifications will not contravene any
applicable law or regulation.

8.       ADJUSTMENT PROVISIONS

         8.1.     ADJUSTMENT FOR CORPORATE ACTIONS. All of the share numbers set
forth in the Plan reflect the capital structure of the Company as of December
31, 2002. Subject to Section 8.2, if subsequent to that date the outstanding
shares of Common Stock (or any other securities covered by the Plan by reason of
the prior application of this Section) are increased, decreased, or exchanged
for a different number or kind of shares or other securities, or if additional
shares or new or different shares or other securities are distributed with
respect to shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other distribution with respect to such shares of Common
Stock, or other securities, an appropriate and proportionate adjustment will be
made in (i) the maximum numbers and kinds of shares provided in Sections 4 and
6, (ii) the numbers and kinds of shares or other securities subject to the then
outstanding Awards, (iii) the exercise or hurdle price for each share or other
unit of any other securities subject to then outstanding Options or Stock
Appreciation Rights (without change in the aggregate purchase price as to which
such Options or Stock Appreciation Rights remain exercisable), and (iv) the
repurchase price of each share of Restricted Stock then subject to a Risk of
Forfeiture in the form of a Company repurchase right.

         8.2.     CHANGE IN CONTROL. In the event of a Change in Control
(including a Change of Control which is an Acquisition), any Restricted Stock
Award still then

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                                      -12-

subject to a Risk of Forfeiture and any outstanding Option or Stock Appreciation
Right not then exercisable in full shall fully vest whether or not the
repurchase rights for Restricted Stock are acquired by an acquiring entity and
whether or not outstanding Options or Stock Appreciation Rights are assumed by
an acquiring entity or replaced by comparable options to purchase shares of the
capital stock of a successor or acquiring entity or parent thereof or stock
appreciation rights.

         8.3.     DISSOLUTION OR LIQUIDATION. Upon dissolution or liquidation of
the Company, other than as part of an Acquisition or similar transaction, each
outstanding Option or Stock Appreciation Right shall terminate, but the
Participant (if at the time in the employ of or otherwise associated with the
Company or any of its Affiliates) shall have the right, immediately prior to the
dissolution or liquidation, to exercise the Option or Stock Appreciation Right
to the extent exercisable on the date of dissolution or liquidation.

         8.4.     RELATED MATTERS. Any adjustment in Awards made pursuant to
this Section 8 shall be determined and made, if at all, by the Committee and
shall include any correlative modification of terms, including of Option or
Stock Appreciation Right, exercise or hurdle prices, rates of vesting or
exercisability, Risks of Forfeiture and applicable repurchase prices for
Restricted Stock, which the Committee may deem necessary or appropriate so as to
ensure the rights of the Participants in their respective Awards are not
substantially diminished nor enlarged as a result of the adjustment and
corporate action other than as expressly contemplated in this Section 8. No
fraction of a share shall be purchasable or deliverable upon exercise, but in
the event any adjustment hereunder of the number of shares covered by an Award
shall cause such number to include a fraction of a share, such number of shares
shall be adjusted to the nearest smaller whole number of shares. No adjustment
of an Option exercise price or Stock Appreciation Right hurdle price per share
pursuant to this Section 8 shall result in an exercise price or hurdle price
which is less than the par value of the Stock.

9.       SETTLEMENT OF AWARDS

         9.1.     VIOLATION OF LAW. Notwithstanding any other provision of the
Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion
of the Company, the issuance of shares of Common Stock covered by an Award may
constitute a violation of law, then the Company may delay such issuance and the
delivery of a certificate for such shares until (i) approval shall have been
obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and
(ii) in the case where such issuance would constitute a violation of a law
administered by or a regulation of the Securities and Exchange Commission, one
of the following conditions shall have been satisfied:

                  (a)      the shares are at the time of the issue of such
shares effectively registered under the Securities Act of 1933; or

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                                      -13-

                  (b)      the Company shall have determined, on such basis as
it deems appropriate (including an opinion of counsel in form and substance
satisfactory to the Company) that the sale, transfer, assignment, pledge,
encumbrance or other disposition of such shares or such beneficial interest, as
the case may be, does not require registration under the Securities Act of 1933,
as amended or any applicable State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

         9.2.     CORPORATE RESTRICTIONS ON RIGHTS IN STOCK. Any Stock to be
issued pursuant to Awards granted under the Plan shall be subject to all
restrictions upon the transfer thereof which may be now or hereafter imposed by
the charter, certificate or articles, and by-laws, of the Company.

         9.3.     INVESTMENT REPRESENTATIONS. The Company shall be under no
obligation to issue any shares covered by any Award unless the shares to be
issued pursuant to Awards granted under the Plan have been effectively
registered under the Securities Act of 1933, as amended.

         9.4.     PLACEMENT OF LEGENDS; STOP ORDERS; ETC. Each share of Common
Stock to be issued pursuant to Awards granted under the Plan may bear a
reference to any applicable restriction under the Plan and the terms of the
Award. All certificates for shares of Common Stock or other securities delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

         9.5.     TAX WITHHOLDING. Whenever shares of Stock are issued or to be
issued pursuant to Awards granted under the Plan, the Company shall have the
right to require the recipient to remit to the Company an amount sufficient to
satisfy federal, state, local or other withholding tax requirements if, when,
and to the extent required by law (whether so required to secure for the Company
an otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares. The obligations of the Company
under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
recipient of an Award.

10.      RESERVATION OF STOCK

         The Company shall at all times during the term of the Plan and any
outstanding Options or Stock Appreciation Rights granted hereunder reserve or
otherwise keep available such number of shares of Stock as will be sufficient to
satisfy the requirements of the Plan (if then in effect) and the Options and
shall pay all fees and expenses necessarily incurred by the Company in
connection therewith.

<PAGE>

                                      -14-

11.      NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

         Nothing contained in the Plan or in any Award Agreement shall confer
upon any recipient of an Award any right with respect to the continuation of his
or her employment or other association with the Company (or any Affiliate), or
interfere in any way with the right of the Company (or any Affiliate), subject
to the terms of any separate employment or consulting agreement or provision of
law or corporate charter, certificate or articles, or by-laws, to the contrary,
at any time to terminate such employment or consulting agreement or to increase
or decrease, or otherwise adjust, the other terms and conditions of the
recipient's employment or other association with the Company and its Affiliates.

12.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board nor the submission of the
Plan to the stockholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.

13.      TERMINATION AND AMENDMENT OF THE PLAN

         The Board may at any time terminate the Plan or make such modifications
of the Plan as it shall deem advisable PROVIDED, HOWEVER, that (i) no material
amendment which is to the benefit of management or the Board shall be effective
unless and until the same is approved by stockholders of the Company or (ii) no
amendment shall be effective unless and until the same is approved by the
stockholders of the Company where the failure to obtain such approval would
adversely affect the compliance of the Plan with applicable law, and PROVIDED
FURTHER, that no Award of Options may be amended to effect the exchange or
repricing of such Options without the approval of the stockholders of the
Company. Unless the Board otherwise expressly provides, no amendment of the Plan
shall affect the terms of any Award outstanding on the date of such amendment.
In any case, no termination or amendment of the Plan may, without the consent of
any recipient of an Award granted hereunder, adversely affect the rights of the
recipient under such Award.

         The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

14.      NOTICES AND OTHER COMMUNICATIONS

         Any notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied,

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                                      -15-

as the case may be, (i) if to the recipient of an Award, at his or her residence
address last filed with the Company and (ii) if to the Company, at its principal
place of business, addressed to the attention of its Treasurer, or to such other
address or telecopier number, as the case may be, as the addressee may have
designated by notice to the addressor. All such notices, requests, demands and
other communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

15.      GOVERNING LAW

         The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.

<PAGE>

                                ATTACHMENT A (1)

                    PROVISIONS APPLICABLE TO AWARD RECIPIENTS
                             RESIDENT IN CALIFORNIA

         Until such time as the Company's Common Stock has been effectively
registered under the Securities Act and if required by any applicable law, the
following additional terms shall apply to Awards, and Common Stock issued
pursuant to such Awards, granted under the Plan to persons resident in
California as of the date of grant of the Award (each such person, a "California
Recipient"). Capitalized terms not defined in this Attachment shall have the
respective meanings set forth in the Plan.

         1.       In the event of an Option that is:

                  (a)      granted to a California Recipient who, as of the
Grant Date, is a Ten Percent Owner, the price at which shares of Common Stock
may be acquired under such Option shall not be less than 110% of the Market
Value of the Common Stock on the Grant Date; and

                  b)       granted to any other California Recipient, the price
at which shares of Common Stock may be acquired under such Option shall not be
less than 85% of the Market Value of the Common Stock on the Grant Date.

         2.       In the event that an Award of Restricted Stock is granted to a
California Recipient, the price at which shares of Common Stock may be acquired
under such Award shall not be less than 85% of the Market Value of the Common
Stock on the date such award is granted, or, in the case of a Ten Percent Owner,
the price shall not be less than 100% of the Market Value of the Common Stock on
the date such Award is granted. Stock Grants shall not be available to
California Recipients.

         3.       If an Option is issued to any California Recipient who is not
an officer, director or consultant of the Company, such Option shall become
exercisable at the rate of at least 20% per year over five years from the
Option's Grant Date. If an Award of Restricted Stock is issued to any California
Recipient who is not an officer, director or consultant of the Company, any
repurchase option in favor of the Company shall lapse at the rate of at least
20% per year over five years from the date of the Award, shall be exercisable
for at most 90 days following Termination and shall be exercisable (at least
the original purchase price) solely for cash or cancellation of purchase money
indebtedness.

         4.       No Option issued to any California Recipient shall be
transferable other than by gift to an immediate family member as that term is
defined under applicable

---------------------------

         (1) Include for qualifying grants made by private companies under
California's version of SEC Rule 701. In such cases, also ensure that the
authorized number of shares represent less than 30% of the fully diluted
outstanding shares. Note further that there is a California filing required
within 30 days of the first grant to a California resident.

<PAGE>

                                       -2-

California securities law (or by will or the laws of descent and distribution).
No other right to acquire Stock pursuant to an Award granted a California
Recipient shall be transferable other than by will or the laws of descent and
distribution.

         5.       The following limitations shall apply to the early expiration
of Options granted California Recipients on account of Termination:

                  (a)      Subject to Section 5(b) below, in the event an
Optionee who is a California Resident has a Termination, whether voluntary or
otherwise and including on account of an entity ceasing to be an Affiliate of
the Company, such California Recipient shall have at least 30 days after the
date of such termination (but in no event later than the expiration of the term
of such Option as set forth in the Award Agreement) to exercise such Option to
the extent exercisable as of the date of such termination.

                  (b)      In the event that an Optionee who is a California
Resident has a Termination from the Company and its Affiliates as a result of
death or disability, such California Recipient shall have at least 6 months
after the date of such termination (but in no event later than the expiration of
the term of such Option as set forth in the Award Agreement) to exercise such
Option to the extent exercisable as of the date of such termination.

         6.       The Company shall provide financial statements at least
annually to each California Recipient during the period he or she holds any
Award under the Plan, or any Common Stock acquired pursuant to an Award granted
under the Plan. The Company shall not be required to provide such information if
the issuance of Awards under the Plan is limited to key employees whose duties
in connection with the Company assure their access to equivalent information.