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                                                                   EXHIBIT 10.11



                             AMERIGROUP CORPORATION
                           2000 EQUITY INCENTIVE PLAN

1.       PURPOSE OF PLAN

         The name of this plan is the AMERIGROUP Corporation 2000 Equity
Incentive Plan (the "Plan"). The purpose of the Plan is to provide additional
incentive to those officers, employees, and nonemployee directors of and
consultants and advisors to the Company and its Parents, Subsidiaries and
Affiliates (as hereinafter defined) whose contributions are essential to the
growth and success of the Company's business, in order to strengthen the
commitment of such persons to the Company and its Parents, Subsidiaries and
Affiliates, motivate such persons to faithfully and diligently perform their
responsibilities and attract and retain competent and dedicated persons whose
efforts will result in the long-term growth and profitability of the Company and
its Parents, Subsidiaries and Affiliates. To accomplish such purposes, the Plan
provides that the Company may grant Incentive Stock Options, Nonqualified Stock
Options, Restricted Stock, Phantom Stock, Stock Bonuses and Other Awards. From
and after the consummation of a Public Offering, the Board may determine that
the Plan is intended, to the extent applicable, to satisfy the requirements of
section 162(m) of the Code and shall be interpreted in a manner consistent with
the requirements thereof.

2.       DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         a. "Administrator" means the Board, or if and to the extent the Board
does not administer the Plan, the Committee, in accordance with Section 3
hereof.

         b. "Affiliate" means any corporation 50% or more of the voting power of
the outstanding voting securities of which is owned by the Company, its Parents
or its Subsidiaries, or by any other Affiliate.

         c. "Award" means an award of Incentive Stock Options, Nonqualified
Stock Options, Restricted Stock, Phantom Stock, Stock Bonus or Other Awards
under the Plan.

         d. "Award Agreement" means, with respect to any Award, the written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

         e. "Board" means the Board of Directors of the Company.

         f. "Cause" means, unless a Participant is a party to a written
employment agreement with the Company, Parent, Subsidiary or Affiliate which
contains a definition of "cause," "termination for cause," or any other similar
term or phrase, in which case "Cause" shall have the meaning set forth in such
agreement, conduct involving one or more of the following: (i) the substantial
and continuing gross and willful failure of the Participant to render services
to the Company or any Parent, Subsidiary or Affiliate in accordance with the
Participant's obligations


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and position with the Company, Parent, Subsidiary or Affiliate, which failure
materially and adversely affects or could materially and adversely affect the
business, prospects, financial condition, operations, property or affairs of the
Company or any Parent, Subsidiary or Affiliate, after 30 day's notice from the
President of the Company or any Parent, Subsidiary or Affiliate, such notice
setting forth in reasonable detail the nature of such failure, and in the event
the Participant fails to cure such breach or failure within 30 days of notice
from the Company or any Parent, Subsidiary or Affiliate, if such breach or
failure is capable of cure; (ii) dishonesty, gross negligence, breach of
fiduciary duty; (iii) the commission by the Participant of an act of fraud or
embezzlement, as found by a court of competent jurisdiction, which results in
material loss, damage or injury to the Company or any Parent, Subsidiary or
Affiliate, whether directly or indirectly, or the commission by the Participant
of any other action with the intent to injure materially the Company or any
Parent, Subsidiary or Affiliate which could, in the reasonable opinion of the
President of the Company, result in material harm to the Company or any Parent,
Subsidiary or Affiliate; (iv) the conviction of the Participant of a felony,
either in connection with the performance of his or her obligations to the
Company, Parent, Subsidiary or Affiliate or which shall materially adversely
affect the Participant's ability to perform his obligations to the Company,
Parent, Subsidiary or Affiliate; or (v) material breach of the terms of an
agreement with the Company or any Parent, Subsidiary or Affiliate, provided that
the Company or any Parent, Subsidiary or Affiliate provides the Participant with
adequate notice of such breach and the Participant fails to cure such breach, if
the breach is reasonably curable, within thirty (30) days after receipt of such
notice.

         g. "Change in Capitalization" means any increase, reduction, or change
or exchange of Shares for a different number or kind of shares or other
securities or property by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, issuance of warrants or rights, stock
dividend, stock split or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise; or any other
corporate action, such as declaration of a special dividend, that affects the
capitalization of the Company.

         h. "Change in Control" means the first to occur of any one of the
events set forth in the following paragraphs:

                  (i) any Person is or becomes the "Beneficial Owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities Beneficially Owned by
such Person any securities acquired directly from the Company) representing 25%
or more of the Company's then outstanding securities, excluding any Person who
becomes such a Beneficial Owner in connection with a transaction described in
clause (A) of paragraph (iii);

                  (ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals who,
on the effective date of a Public Offering, constitute the Board of Directors
and any new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board of Directors or
nomination for election by the Company's


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stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the Effective
Date or whose appointment, election or nomination for election was previously so
approved or recommended;

                  (iii) there is consummated a merger or consolidation of the
Company with any other corporation other than (A) a merger or consolidation
which results in the directors of the Company immediately prior to such merger
or consolidation continuing to constitute at least a majority of the board of
directors of the Company, the surviving entity or any parent thereof, or (B) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly
from the Company) representing 25% or more of the combined voting power of the
Company's then outstanding securities; or

                  (iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets, other than a sale or disposition by the Company of all
or substantially all of the Company's assets to an entity at least a majority of
the board of directors of which comprises individuals who were directors of the
Company immediately prior to such sale or disposition.

         i. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor thereto.

         j. "Committee" means any committee or subcommittee the Board may
appoint to administer the Plan. If at any time or to any extent the Board shall
not administer the Plan, then the functions of the Administrator specified in
the Plan shall be exercised by the Committee. From and after the consummation of
a Public Offering, the composition of the Committee shall at all times consist
solely of persons who are (i) "Nonemployee Directors" as defined in Rule 16b-3
issued under the Exchange Act, and (ii) unless otherwise determined by the
Board, "outside directors" as defined in section 162(m) of the Code.

         k. "Common Stock" means the common stock, par value $0.01 per share, of
the Company.

         l. "Company" means AMERIGROUP Corporation, a Delaware corporation (or
any successor corporation).

         m. "Disability" means (1) any physical or mental condition that would
qualify a Participant for a disability benefit under any long-term disability
plan maintained by the Company (or by the Parent, Subsidiary or Affiliate by
which he is employed); (2) when used in connection with the exercise of an
Incentive Stock Option following termination of employment, disability within
the meaning of section 22(e)(3) of the Code; or (3) such other condition as may
be determined in the sole discretion of the Administrator to constitute
Disability.


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         n. "Eligible Recipient" means an employee, officer, director (including
a nonemployee director), consultant or advisor of the Company or of any Parent,
Subsidiary or Affiliate.

         o. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         p. "Exercise Price" means the per share price at which a holder of an
Option may purchase the Shares issuable upon exercise of the Option.

         q. "Fair Market Value" as of a particular date shall mean the fair
market value of a share of Common Stock as determined by the Administrator in
its sole discretion; provided that (i) if the Common Stock is admitted to
trading on a national securities exchange, fair market value of a share of
Common Stock on any date shall be the closing sale price reported for such share
on such exchange on the last day preceding such date on which a sale was
reported, (ii) if the Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation ("Nasdaq") System or other
comparable quotation system and has been designated as a National Market System
("NMS") security, fair market value of a share of Common Stock on any date shall
be the closing sale price reported for such share on such system on the last
date preceding such date on which a sale was reported, or (iii) if the Common
Stock is admitted to quotation on the Nasdaq System but has not been designated
as an NMS security, fair market value of a share of Common Stock on any date
shall be the average of the highest bid and lowest asked prices of such share on
such system on the last date preceding such date on which both bid and ask
prices were reported.


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         r. "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships of the Participant; trusts for the benefit of such immediate
family members; or partnerships in which such immediate family members are the
only partners.

         s. "Incentive Stock Option" shall mean an Option that is an "incentive
stock option" within the meaning of section 422 of the Code, or any successor
provision, and that is designated by the Committee as an Incentive Stock Option.

         t. "Nonqualified Stock Option" means any Option that is not an
Incentive Stock Option, including any Option that provides (as of the time such
Option is granted) that it will not be treated as an Incentive Stock Option.

         u. "Option" means an Incentive Stock Option, a Nonqualified Stock
Option, or either or both of them, as the context requires.

         v. "Other Award" means an Award granted pursuant to Section 12 hereof.

         w. "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing 50% or
more of the combined voting power of all classes of stock in one of the other
corporations in the chain.

         x. "Participant" means any Eligible Recipient selected by the
Administrator, pursuant to the Administrator's authority in Section 3 hereof, to
receive grants of Options or awards of Restricted Stock, Phantom Stock, Stock
Bonus or Other Awards. A Participant who receives the grant of an Option is
sometimes referred to herein as "Optionee."

         y. "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

         z. "Phantom Stock" means the right to receive in cash the Fair Market
Value of a Share granted pursuant to Section 9 hereof.

         aa. "Public Offering" means the first underwritten initial public
offering of Shares by the Company.

         bb. "Restricted Stock" means Shares subject to certain restrictions
granted pursuant to Section 8 hereof.


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         cc. "Shares" means shares of Common Stock and any successor security.

         dd. "Stock Bonus" means the right to receive a Share granted pursuant
to Section 10 hereof.

         ee. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

3.       ADMINISTRATION.

         a. The Plan shall be administered by the Board or, at the Board's sole
discretion, by the Committee, which shall serve at the pleasure of the Board.
Pursuant to the terms of the Plan, the Administrator shall have the power and
authority, without limitation:

                  (i) to select those Eligible Recipients who shall be
Participants;

                  (ii) to determine whether and to what extent Options or awards
of Restricted Stock, Phantom Stock, Stock Bonus or Other Awards are to be
granted hereunder to Participants;

                  (iii) to determine the number of Shares to be covered by each
Award granted hereunder;

                  (iv) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of each Award granted hereunder;

                  (v) to determine the terms and conditions, not inconsistent
with the terms of the Plan, which shall govern all written instruments
evidencing Options or awards of Restricted Stock, Phantom Stock, Stock Bonus or
Other Awards granted hereunder;

                  (vi) to adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it shall from time to time deem
advisable; and

                  (vii) to interpret the terms and provisions of the Plan and
any Award issued under the Plan (and any Award Agreement relating thereto), and
to otherwise supervise the administration of the Plan.

         b. The Administrator may, in its absolute discretion, without amendment
to the Plan, (i) accelerate the date on which any Option granted under the Plan
becomes exercisable, waive or amend the operation of Plan provisions respecting
exercise after termination of employment or otherwise adjust any of the terms of
such Option, and (ii) accelerate the lapse of restrictions, or waive any
condition imposed hereunder, with respect to any Restricted Stock or Phantom
Stock


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or otherwise adjust any of the terms applicable to any such Award; provided that
no action under this Section 3(b) shall adversely affect any outstanding Award
without the consent of the holder thereof.

         c. All decisions made by the Administrator pursuant to the provisions
of the Plan shall be final, conclusive and binding on all persons, including the
Company and the Participants. No member of the Board or the Committee, nor any
officer or employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each and any officer or employee of
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.

         d. With respect to participants who are not "covered employees" within
the meaning of Section 162(m) of the Code and who are not subject to the
reporting requirements of Section 16(a) of the Exchange Act, the Board or the
Committee, as the case may be, may in its discretion delegate its authority
under this Section 3 to an officer of the Company.

4.       SHARES RESERVED FOR ISSUANCE UNDER THE PLAN.

         a. The total number of Shares reserved and available for issuance under
the Plan shall be 4,128,000 Shares based upon the capitalization of the
Company prior to the stock split effected in connection with the Public
Offering. Such Shares may consist, in whole or in part, of authorized and
unissued Shares or treasury shares. The grant of Phantom Stock shall not reduce
the number of shares of Common Stock with respect to which Awards may be granted
pursuant to the Plan.

         b. To the extent that (i) an Option expires or is otherwise cancelled
or terminated without being exercised as to the underlying Shares, or (ii) any
Shares subject to any award of Restricted Stock, Phantom Stock or Other Awards
are forfeited, such Shares shall again be available for issuance in connection
with future Awards granted under the Plan. If any Shares have been pledged as
collateral for indebtedness incurred by a Participant in connection with the
exercise of an Option and such Shares are returned to the Company in
satisfaction of such indebtedness, such Shares shall again be available for
issuance in connection with future Awards granted under the Plan.

         c. From and after the date that the Plan is intended to comply with the
requirements of Section 162(m) of the Code, the aggregate number of Shares with
respect to which Awards (including Awards payable in cash but denominated in
Common Stock, i.e., Phantom Stock) may be granted to any individual Optionee
during any fiscal year shall not exceed 1,000,000.

5.       EQUITABLE ADJUSTMENTS

         In the event of any Change in Capitalization, an equitable substitution
or proportionate adjustment shall be made in (i) the aggregate number and/or
kind of shares of common stock


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reserved for issuance under the Plan, (ii) the kind, number and/or option price
of shares of stock or other property subject to outstanding Options granted
under the Plan, and (iii) the kind, number and/or purchase price of shares of
stock or other property subject to outstanding awards of Restricted Stock,
Phantom Stock and Other Awards granted under the Plan, in each case as may be
determined by the Administrator, in its sole discretion. Such other equitable
substitutions or adjustments shall be made as may be determined by the
Administrator, in its sole discretion. Without limiting the generality of the
foregoing, in connection with a Change in Capitalization, the Administrator may
provide, in its sole discretion, for the cancellation of any outstanding Awards
in exchange for payment in cash or other property of the Fair Market Value of
the Shares covered by such Awards reduced, in the case of Options, by the
exercise price thereof.

6.       ELIGIBILITY.

         The Participants under the Plan shall be selected from time to time by
the Administrator, in its sole discretion, from among Eligible Recipients. The
Administrator shall have the authority to grant to any Eligible Recipient
Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Phantom
Stock, a Stock Bonus or Other Awards, provided that directors of the Company or
any Parent, Subsidiary or Affiliate, and individuals who are consultants or
advisors to the Company or any Parent, Subsidiary or Affiliate, who are not also
employees of the Company or of any Parent or Subsidiary may not be granted
Incentive Stock Options.


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7.       OPTIONS.

         a. General. Options may be granted alone or in addition to other Awards
granted under the Plan. Any Option granted under the Plan shall be evidenced by
an Award Agreement in such form as the Administrator may from time to time
approve. The provisions of each Option need not be the same with respect to each
Participant. Participants who are granted Options shall enter into an Award
Agreement with the Company, in such form as the Administrator shall determine,
which Award Agreement shall set forth, among other things, the Exercise Price of
the Option, the term of the Option and provisions regarding exercisability of
the Option granted thereunder. The Options granted under the Plan may be of two
types: (i) Incentive Stock Options and (ii) Nonqualified Stock Options. To the
extent that any Option does not qualify as an Incentive Stock Option, it shall
constitute a separate Nonqualified Stock Option. More than one Option may be
granted to the same Participant and be outstanding concurrently hereunder.
Options granted under the Plan shall be subject to the terms and conditions set
forth in paragraphs (b)-(m) of this Section 7 and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable.

         b. Exercise Price. The per share Exercise Price of Shares purchasable
under an Option shall be determined by the Administrator in its sole discretion
at the time of grant but shall not, in the case of Incentive Stock Options, be
less than 100% of the Fair Market Value per Share on such date (110% of the Fair
Market Value per Share on such date if, on such date, the Eligible Recipient
owns (or is deemed to own under the Code) stock possessing more than 10% (a "Ten
Percent Owner") of the total combined voting power of all classes of Common
Stock).

         c. Option Term. The term of each Option shall be fixed by the
Administrator, but no Option shall be exercisable more than ten years after the
date such Option is granted. If the Eligible Participant is a Ten Percent Owner,
an Incentive Stock Option may not be exercisable after the expiration of five
years from the date such Incentive Stock Option is granted.

         d. Exercisability. Options shall be exercisable at such time or times
and subject to such terms and conditions, including the attainment of
preestablished corporate performance goals, as shall be determined by the
Administrator in the Award Agreement or after the time of grant, provided that
no action under this Section 7(d) following the time of grant shall adversely
affect any outstanding Option without the consent of the holder thereof. The
Administrator may also provide that any Option shall be exercisable only in
installments, and the Administrator may waive such installment exercise
provisions at any time, in whole or in part, based on such factors as the
Administrator may determine in its sole discretion.

         e. Early Exercise. The Administrator may provide at the time of grant
or any time thereafter, in its sole discretion, that any Option shall be
exercisable with respect to Shares that otherwise would not then be exercisable,
provided that, in connection with such exercise, the Optionee enters into a form
of Restricted Stock Award Agreement approved by the Administrator.


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         f. Method of Exercise. Options may be exercised in whole or in part by
giving written notice of exercise to the Company specifying the number of Shares
to be purchased, accompanied by payment in full of the aggregate Exercise Price
of the Shares so purchased in cash or its equivalent, as determined by the
Administrator. As determined by the Administrator, in its sole discretion,
payment in whole or in part may also be made (i) by means of any cashless
exercise procedure approved by the Administrator, (ii) in the form of
unrestricted Shares or Shares of Restricted Stock already owned by the Optionee
for at least six months on the date of surrender or by the withholding of Shares
that would otherwise be issued pursuant to the option exercise, in each case to
the extent the Shares have a Fair Market Value on the date of surrender equal to
the aggregate option price of the Shares as to which such Option shall be
exercised, provided that, in the case of an Incentive Stock Option, the right to
make payment in the form of already owned Shares or Restricted Stock or withheld
shares may be authorized only at the time of grant, (iii) loans pursuant to
paragraph (h) of this Section 7, or (iv) any combination of the foregoing. If
payment of the Exercise Price is made in whole or in part in the form of
Restricted Stock, the Shares received upon the exercise of such Option shall be
restricted in accordance with the original terms of the Restricted Stock award
in question, except that the Administrator may direct that such restrictions
shall apply only to that number of Shares equal to the number of Shares
surrendered upon the exercise of such Option.

         g. Rights as Stockholder. An Optionee shall have no rights to dividends
or any other rights of a stockholder with respect to the Shares subject to the
Option until the Optionee has given written notice of exercise, has paid in full
for such Shares, has satisfied the requirements of Section 15 hereof and, if
requested, has given the representation described in paragraph (b) of Section 16
hereof.

         h. Loans. The Company or any Parent, Subsidiary or Affiliate may make
loans available to Optionees in connection with the exercise of outstanding
Options. Such loans shall (i) be evidenced by promissory notes entered into by
the Optionees in favor of the Company or any Parent or Subsidiary, (ii) bear
interest at the applicable federal interest rate or such other rate as the
Administrator shall determine, (iii) be subject to such other terms and
conditions, not inconsistent with the Plan, as the Administrator shall
determine, (iv) be made only with full recourse against the Optionee and (v) be
subject to Board approval (or to approval by the Administrator to the extent the
Board may delegate such authority); provided that each loan shall comply with
all applicable laws, regulations and rules of the Board of Governors of the
Federal Reserve System and any other governmental agency having jurisdiction. In
no event may the principal amount of any such loan exceed the aggregate Exercise
Price less the par value (if any) of the Shares covered by the Option, or
portion thereof, exercised by the holder. Unless the Administrator determines
otherwise, when a loan is made, Shares having an aggregate Fair Market Value at
least equal to the principal amount of the loan shall be pledged by the Optionee
to the Company as security for payment of the unpaid balance of the loan, and
such pledge shall be evidenced by a pledge agreement, the terms of which shall
be determined by the Administrator, in its sole discretion.

         i. Nontransferability of Options. The Optionee shall not be permitted
to sell,


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transfer, pledge or assign any Option other than by will and the laws of descent
and distribution and all Options shall be exercisable during the Participant's
lifetime only by the Participant, in each case, except as set forth in the
following two sentences. During an Optionee's lifetime and following a Public
Offering, the Administrator may, in its discretion, permit the transfer,
assignment or other encumbrance of an outstanding Option if such Option is a
Nonqualified Stock Option or an Incentive Stock Option that the Administrator
and the Participant intend to change to a Nonqualified Stock Option. Subject to
the approval of the Administrator and to any conditions that the Administrator
may prescribe, an Optionee may, upon providing written notice to the Company,
elect to transfer any or all Options described in the preceding sentence (i) to
members of his or her Immediate Family, provided that no such transfer by any
Participant may be made in exchange for consideration, or (ii) by instrument to
an inter vivos or testamentary trust in which the Options are to be passed to
beneficiaries upon the death of the Participant.

         j. Termination of Employment or Service. Except as otherwise provided
in an Award Agreement, if a Participant's employment with or service as a
director, consultant or advisor to the Company or any Parent, Subsidiary or
Affiliate terminates for any other reason than Cause, (i) Options granted to
such Participant, to the extent that they are exercisable at the time of such
termination, shall remain exercisable for a period of not less than 90 days
after such termination (six months in the case of termination by reason of death
or Disability), on which date they shall expire, and (ii) Options granted to
such Optionee, to the extent that they were not exercisable at the time of such
termination, shall expire on the date of such termination. In the event of the
termination of an Optionee's employment for Cause, all outstanding Options
granted to such Participant shall expire on the date of such termination.
Notwithstanding the foregoing, no Option shall be exercisable after the
expiration of its term.

         k. Nontransferability of Option Shares. Each Award Agreement evidencing
the grant of an Option shall provide that, prior to the occurrence of a Public
Offering, the Optionee shall not be permitted to sell, transfer, pledge,
hypothecate or assign Shares acquired upon exercise of an Option except by will
or the laws of descent and distribution.

         l. Limitation on Incentive Stock Options. To the extent that the
aggregate Fair Market Value of Shares with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year under the Plan and any other stock option plan of the Company shall exceed
$100,000, such Options shall be treated as Nonqualified Stock Options. Such Fair
Market Value shall be determined as of the date on which each such Incentive
Stock Option is granted.

         m. Nonemployee Director Formula Stock Options. The provisions of this
Section 7(m) shall apply only to grants of Nonqualified Stock Options to a
member of the Board who is not an employee of the Company and who owns less than
one percent of the voting power of the Company (a "Nonemployee Director").

                  (i) General. Nonemployee Directors shall receive Nonqualified
Stock Options under the Plan as set forth in this Section 7(m). The exercise
price per share of Common Stock purchasable pursuant to a Nonqualified Stock
Option granted to Nonemployee Director shall be


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the Fair Market Value of a Share of Common Stock on the date of grant.

                  (ii) Timing of Grant. As of the date of a Public Offering,
each Nonemployee Director then serving shall be granted a Nonqualified Stock
Option to purchase such number of Shares of Common Stock (including no Shares)
as may be determined by the Administrator in its sole discretion. Immediately
following his or her first election or appointment to the Board, each
Nonemployee Director shall be granted a Nonqualified Stock Option to purchase
such number of Shares of Common Stock (including no Shares) as may be determined
by the Administrator in its sole discretion, and immediately following each
annual meeting of stockholders, each Nonemployee Director (other than a
Nonemployee Director who is first appointed or elected to the Board at that
meeting) shall be granted a Nonqualified Stock Option to purchase such number of
Shares of Common Stock (including no Shares) as may be determined by the
Administrator in its sole discretion.

                  (iii) Method and Time of Payment. Each Nonqualified Stock
Option granted under this Section 7(m) shall be exercised in the manner
described in Section 7(f).

                  (iv) Term and Exercisability. Each Nonqualified Stock Option
granted under this Section 7(m) shall (1) become exercisable as the
Administrator in its sole discretion may provide in an applicable Award
Agreement and (2) expire ten years from the date of grant.

                  (v) Termination. Except as the Administrator in its sole
discretion may otherwise provide in an applicable Award Agreement, and subject
to the Administrator's amendment authority pursuant to Section 13, in the event
of the termination of a Nonemployee Director's service with the Company other
than for Cause, any outstanding Nonqualified Stock Option held by such
Nonemployee Director under this Section 7(m), to the extent that it is
exercisable on the date of such termination, may be exercised by such
Nonemployee Director (or, if applicable, by his or her executors, administrator,
legatees or distributees) during such period as may be provided in the Award
Agreement (or as may be otherwise determined by the Administrator) but in no
event following the expiration of such Nonqualified Stock Option, and the
remainder of the Nonqualified Stock Option which is not exercisable on the date
of such termination shall expire upon such termination. In the event of the
termination of a Nonemployee Director's service with the Company for Cause, all
outstanding Nonqualified Stock Options granted to such Nonemployee Director
shall expire. For purposes of the Plan, any termination of a Nonemployee
Director's service with the Company shall be deemed not to occur if the
Nonemployee Director continues to serve as consultant, employee or in any other
capacity.

8.       RESTRICTED STOCK.

         a. General. Awards of Restricted Stock may be issued either alone or in
addition to other Awards granted under the Plan and shall be evidenced by an
Award Agreement. The Administrator shall determine the Eligible Recipients to
whom, and the time or times at which, Awards of Restricted Stock shall be made;
the number of Shares to be awarded; the price, if any, to be paid by the
Participant for the acquisition of Restricted Stock; and the Restricted Period
(as defined in Section 8(d)) applicable to awards of Restricted Stock. The
provisions of the awards


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of Restricted Stock need not be the same with respect to each Participant.

         b. Purchase Price. The price per Share, if any, that a Recipient must
pay for Shares purchasable under an award of Restricted Stock shall be
determined by the Administrator in its sole discretion at the time of grant.

         c. Awards and Certificates. The prospective recipient of an Award of
Restricted Stock shall not have any rights with respect to any such Award,
unless and until such recipient has executed an Award Agreement evidencing the
Award and delivered a fully executed copy thereof to the Company, within such
period as the Administrator may specify after the award date. Each Participant
who is granted an award of Restricted Stock shall be issued a stock certificate
in respect of such shares of Restricted Stock, which certificate shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to any such
Award, provided that the Company may require that the stock certificates
evidencing Restricted Stock granted hereunder be held in the custody of the
Company until the restrictions thereon shall have lapsed, and that, as a
condition of any award of Restricted Stock, the Participant shall have delivered
a stock power, endorsed in blank, relating to the Shares covered by such Award.

         d. Nontransferability. Any Award of Restricted Stock granted pursuant
to this Section 8 shall be subject to the restrictions on transferability set
forth in this paragraph (d). During such period as may be set by the
Administrator in the Award Agreement (the "Restricted Period"), the Participant
shall not be permitted to sell, transfer, pledge, hypothecate or assign Shares
of Restricted Stock awarded under the Plan except by will or the laws of descent
and distribution, provided that the Administrator may, in its sole discretion,
provide for the lapse of such restrictions in installments and may accelerate or
waive such restrictions in whole or in part based on such factors and such
circumstances as the Administrator may determine in its sole discretion. The
Administrator may also impose such other restrictions and conditions, including
the achievement of preestablished corporate performance goals, on awarded
Restricted Stock as it deems appropriate. In no event shall the Restricted
Period end with respect to a Restricted Stock Award prior to the satisfaction by
the Participant of any liability arising under Section 15 hereof. Any attempt to
dispose of any Restricted Stock in contravention of any such restrictions shall
be null and void and without effect.

         e. Rights as a Stockholder. Except as provided in Section 8(c) and (d),
the Participant shall possess all incidents of ownership with respect to Shares
of Restricted Stock during the Restricted Period, including the right to receive
or reinvest dividends with respect to such Shares and to vote such Shares.
Certificates for unrestricted Shares shall be delivered to the Participant
promptly after, and only after, the Restricted Period shall expire without
forfeiture in respect of such awards of Restricted Stock except as the
Administrator, in its sole discretion, shall otherwise determine.

         f. Termination of Employment. The rights of Participants granted an
Award of Restricted Stock upon termination of employment with or service as a
director of or consultant or advisor to the Company or any Parent, Subsidiary or
Affiliate for any reason during the


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Restricted Period shall be set forth in the Award Agreement governing such
Award.

         g. Early Exercise Options. The Administrator shall award Restricted
Stock to a Participant upon the Participant's early exercise of an Option under
Section 7(e) hereof. Unless otherwise determined by the Administrator, the lapse
of restrictions with respect to such Restricted Stock shall occur on the same
schedule as the Option for which the Restricted Stock was exercised.

         h. Loans. In the sole discretion of the Administrator, loans may be
made to Participants in connection with the purchase of Restricted Stock under
substantially the same terms and conditions as provided in Section 7(h) of the
Plan with respect to the exercise of Options.

9.       PHANTOM STOCK

         (a) Vesting. At the time of the grant of Shares of Phantom Stock, the
Committee may impose such restrictions or conditions to the vesting of such
Shares (including the achievement of preestablished corporate performance goals)
as it, in its sole discretion, deems appropriate, to be contained in the Award
Agreement. The Committee may divide such Phantom Stock into classes and assign
different vesting conditions for each class. Provided that all conditions to the
vesting of a share of Phantom Stock are satisfied, and except as provided in
Section 9(c), upon the satisfaction of all vesting conditions with respect to a
Share of Phantom Stock, such Share shall vest.

         (b) Benefit Upon Vesting. Upon the vesting of a Share of Phantom Stock,
the Participant shall be entitled to receive, within 30 days of the date on
which such Share vests, an amount in cash or Common Stock with a Fair Market
Value equal to the sum of (1) the Fair Market Value of a Share of Common Stock
on the date on which such Share of Phantom Stock vests and (2) the aggregate
amount of cash dividends paid with respect to a Share of Common Stock during the
period commencing on the date on which the Share of Phantom Stock was granted
and terminating on the date on which such Share vests.

         (c) Termination of Employment. The rights of Participants granted an
Award of Phantom Stock upon termination of employment with or service as a
director of or consultant or advisor to the Company or any Parent, Subsidiary or
Affiliate for any reason before the Phantom Stock vests shall be set forth in
the Award Agreement governing such Award.

10.      STOCK BONUS AWARDS

         In the event that the Committee grants a Stock Bonus, a certificate for
the shares of Common Stock constituting such Stock Bonus shall be issued in the
name of the Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such Stock Bonus is
payable.

11.      EFFECT OF CHANGE IN CONTROL.


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         Except as otherwise provided in an Award Agreement, all outstanding
Shares of Restricted Stock and Phantom Stock granted to a Participant which have
not theretofore vested shall immediately vest and all restrictions on such
Shares shall immediately lapse, and each Option granted to a Participant and
outstanding at such time shall become fully and immediately exercisable, if (i)
there is a Change in Control following a Public Offering and (ii) the
Participant's employment with or service as a director, consultant or advisor to
the Company or any Parent, Subsidiary or Affiliate is terminated by such entity
for any reason other than for Cause within 2 years following the Change in
Control, or the Participant terminates employment with (or other service to) the
Company or any Parent, Subsidiary or Affiliate within 2 years following the
Change in Control and after there is a material adverse change in the nature or
status of the Participant's duties or responsibilities from those in effect
immediately prior to the Change in Control.

12.      OTHER AWARDS.

         Other forms of Awards ("Other Awards") valued in whole or in part by
reference to, or otherwise based on, Common Stock may be granted either alone or
in addition to other Awards under the Plan. Subject to the provisions of the
Plan, the Administrator shall have sole and complete authority to determine the
persons to whom and the time or times at which such Other Awards shall be
granted, the number of Shares to be granted pursuant to such Other Awards and
all other conditions of such Other Awards.

13.      AMENDMENT AND TERMINATION.

         The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the rights of a
Participant under any Award theretofore granted without such Participant's
consent. Unless the Board determines otherwise, the Board shall obtain approval
of the Company's stockholders for any amendment that would require such approval
in order to satisfy the requirements of section 162(m), section 422 of the Code,
stock exchange rules or other applicable law. The Administrator may amend the
terms of any Award theretofore granted, prospectively or retroactively, but,
subject to Section 4 of Plan, no such amendment shall impair the rights of any
Participant without his or her consent.

14.      UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company.

15.      WITHHOLDING TAXES.

         (a) Whenever cash is to be paid pursuant to an Award, the Company shall
have the right to deduct therefrom an amount sufficient to satisfy any federal,
state and local withholding


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tax requirements related thereto. Whenever Shares are to be delivered pursuant
to an Award, the Company shall have the right to require the Participant to
remit to the Company in cash an amount sufficient to satisfy any federal, state
and local withholding tax requirements related thereto. With the approval of the
Administrator, a Participant may satisfy the foregoing requirement by electing
to have the Company withhold from delivery Shares or by delivering Shares
already owned by the Participant for at least six months, in each case, having a
value equal to the minimum amount of tax required to be withheld. Such shares
shall be valued at their Fair Market Value on the date of which the amount of
tax to be withheld is determined. Fractional share amounts shall be settled in
cash. Such an election may be made with respect to all or any portion of the
shares to be delivered pursuant to an Award.

         (b) If the Participant makes a disposition, within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder, of any Share
or Shares issued to such Participant pursuant to such Participant's exercise of
an Incentive Stock Option, and such disposition occurs within the two-year
period commencing on the day after the date of grant or within the one-year
period commencing on the day after the date of exercise, such Participant shall,
within ten (10) days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount of federal, state or
local income taxes and other amounts which the Company informs the Participant
the Company is required to withhold.

16.      GENERAL PROVISIONS.

         a. Shares shall not be issued pursuant to the exercise of any Award
granted hereunder unless the exercise of such Award and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act and the requirements of any stock exchange upon which
the Common Stock may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

         b. The Administrator may require each person acquiring Shares to
represent to and agree with the Company in writing that such person is acquiring
the Shares without a view to distribution thereof. The certificates for such
Shares may include any legend that the Administrator deems appropriate to
reflect any restrictions on transfer.

         c. All certificates for Shares delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock may then be listed, and any applicable federal or state
securities law, and the Administrator may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.

         d. Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval,
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any Eligible Recipient any right to


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continued employment or service with the Company or any Parent, Subsidiary or
Affiliate, as the case may be, nor shall it interfere in any way with the right
of the Company or any Parent, Subsidiary or Affiliate to terminate the
employment or service of any of its Eligible Recipients at any time.

         e. The Plan and all Awards shall be governed by the laws of the State
of Delaware without regard to its principles of conflict of laws.

17.      STOCKHOLDER APPROVAL; EFFECTIVE DATE OF PLAN.

         a. The grant of any Award hereunder shall be contingent upon
stockholder approval of the Plan being obtained within 12 months before or after
the date the Board adopts the Plan.

         b. Subject to the approval of the Plan by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted
by the Board, the Plan shall take effect upon its adoption by the Board.

18.      TERM OF PLAN.

         No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the Effective Date, but Awards theretofore granted may extend
beyond that date.