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                                                                   EXHIBIT 10.19

                               MEDIA METRIX, INC.

                              AMENDED AND RESTATED

                           2000 EQUITY INCENTIVE PLAN

     1. Purpose.  The purpose of the Media Metrix Inc. 2000 Equity Incentive
Plan is to establish a flexible vehicle through which Media Metrix Inc. can
offer equity-based compensation incentives to eligible recipients with a view
toward promoting the long-term financial success of Media Metrix Inc. and
enhancing stockholder value. Awards under the Plan may be in the form of one or
more of the following: (a) Options to purchase shares of Common Stock, including
Incentive Stock Options and Non-Qualified Stock Options, (b) Stock Appreciation
Rights, (c) Restricted Stock, (d) Performance-Based Awards, and (e) Other
Stock-Based Awards. In addition, Non-Employee Directors shall receive automatic
grants of Non-Qualified Stock Options under the Plan.

     2. Definitions.  For purposes of the Plan, the following terms shall have
the following meanings:

          (a) "Affiliate" shall mean an affiliate within the meaning of Rule
     12b-2 under the Exchange Act.

          (b) "Board" shall mean the Board of Directors of the Company.

          (c) "Cause" shall mean, except as otherwise provided by the Committee
     at the time of grant: (i) in a case where there is no employment or
     consulting agreement between the recipient and the Company or its
     Affiliates or where such an agreement exists but does not define "cause"
     (or words of like import), a termination classified by the Company or its
     Affiliates as a termination due to an individual's dishonesty, fraud,
     insubordination, willful misconduct or refusal to perform services, or (ii)
     in a case where there is an employment or consulting agreement between the
     recipient and the Company or its Affiliates, a termination that is or would
     be deemed for "cause" (or words of like import) under such agreement.
     Notwithstanding the foregoing, in the case of a director of the Company,
     Cause shall mean an act or failure to act that constitutes "cause" for
     removal of a director under applicable Delaware law.

          (d) "Change in Control" shall mean, except as otherwise determined by
     the Committee at the time of grant: (i) a merger in which the Company is
     not the surviving corporation or which results in the acquisition of all or
     substantially all of the Company's outstanding shares of Common Stock by a
     single person or entity or by a group of persons and/or entities acting in
     concert, or (ii) the sale or other disposition of all or substantially all
     of the Company's assets.

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

          (f) "Committee" shall mean the administrative committee under the Plan
     as duly constituted from time to time in accordance with Section 3 of the
     Plan.

          (g) "Common Stock" shall mean the Company's common stock, par value
     $0.01.

          (h) "Company" shall mean Media Metrix Inc., a Delaware corporation,
     and its successors.

          (i) "Disability" shall mean, except as otherwise provided by the
     Committee at the time of grant, the inability of a participant to perform
     the customary duties of his or her employment or other service for the
     Company or its Affiliates by reason of a physical or mental incapacity
     which is expected to result in death or be of indefinite duration.

          (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          (k) "Fair Market Value" shall mean, as of any date, the closing price
     per share of Common Stock as published by the principal national securities
     exchange on which the Common Stock is traded on such date or, if there is
     no sale of Common Stock on such date, the average of the bid and asked
     prices on such exchange at the close of trading on such date, or if shares
     of the Common Stock are not listed on a national securities exchange on
     such date, the closing price or, if none, the average of the bid and asked
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     prices in the over the counter market at the close of trading on such date,
     of if the Common Stock is not traded on a national securities exchange or
     the over the counter market value of a share of the Common Stock on such
     date as determined in good faith by the Committee.

          (l) "Incentive Stock Option" or "ISO" shall mean any Option that is
     intended to be an "incentive stock option" within the meaning of Section
     422 of the Code.

          (m) "Non-Employee Director" shall mean any member of the Board who is
     not employed by or a consultant to the Company of any of its Affiliates.

          (n) "Non-Qualified Stock Option" or "NQSO" shall mean any Option that
     is not an Incentive Stock Option.

          (o) "Option" shall mean an option to purchase shares of Common Stock
     awarded under the Plan.

          (p) "Other Stock-Based Award" shall mean any stock-based award awarded
     under the Plan.

          (q) "Parent" shall mean any "parent corporation" of the Company within
     the meaning of Section 424(e) of the Code.

          (r) "Performance-Based Award" shall mean any performance-based award
     awarded under the Plan.

          (s) "Plan" shall mean this Media Metrix Inc. 2000 Equity Incentive
     Plan, as amended from time to time.

          (t) "Restricted Stock" shall mean any restricted share of Common Stock
     awarded under the Plan.

          (u) "Securities Act" shall mean the Securities Act of 1933, as
     amended.

          (v) "Stock Appreciation Right" or "SAR" shall mean any stock
     appreciation right awarded under the Plan.

          (w) "Subsidiary" shall mean any "subsidiary corporation" of the
     Company within the meaning of Section 424(f) of the Code.

          (x) "Ten Percent Stockholder" shall mean a person owning stock
     possessing more than ten percent (10%) of the total combined voting power
     of all classes of stock of the Company or its Subsidiaries or Parents.

     3. Administration.

     (a) Committee.  The Plan will be administered by Committee of two (2) or
more members by the Board. The members of the Committee will be appointed by,
and serve at the pleasure of, the Board. Unless the Board determines otherwise,
each member of the Committee will be a "non-employee director" within the
meaning of Rule 16b-3 under the Exchange and an "outside director" within the
meaning of Section 162(m) of the Code. If for any reason the appointed Committee
does not comply with the requirements of Rule 16b-3 or Section 162(m) of the
Code, such non-compliance will not affect the validity of any awards, grants,
interpretations or other actions of the Committee. The Plan will be administered
by the Board with respect to discretionary grants made to Non-Employee
Directors. Notwithstanding anything herein to the contrary, the Board may, in
its sole discretion, at any time and from time to time, grant awards under the
Plan or administer the Plan. In such event, the Board shall have all of the
authority and responsibility granted to the Committee herein.

     (b) Authority of Committee.  Subject to the limitations of the Plan, the
Committee, acting in its sole and absolute discretion, will have full power and
authority to: (i) select the persons to whom awards will be granted under the
Plan, (ii) grant awards to such persons and prescribe the terms and conditions
of such awards (including, but not limited to, the exercise or purchase price
(if any), and any vesting or forfeiture conditions applicable to such awards),
(iii) interpret and apply the provisions of the Plan and of any agreement or
other document evidencing an award made under the Plan, (iv) carry out any
responsibility or duty specifically reserved to the Committee under the Plan,
and (v) make any and all determinations and
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interpretations and take such other actions as may be necessary or desirable in
order to carry out the provisions, intent and purposes of the Plan. A majority
of the members of the Committee will constitute a quorum. The Committee may act
by the vote of a majority of its members present at a meeting at which there is
a quorum or by unanimous written consent. The decisions of the Committee,
including with regard to questions of construction, interpretation and
administration, will be final, binding and conclusive on all persons.

     (c) Indemnification.  The Company will indemnify and hold harmless each
member of the Committee and the Board and any employee of the Company or its
Affiliates who provides assistance with the administration of the Plan from and
against any loss, cost, liability (including any sum paid in settlement of a
claim with the approval of the Board), damage and expense (including legal and
other expenses incident thereto) arising out of or incurred in connection with
the Plan, unless and except to the extent attributable to such person's fraud or
wilful misconduct.

     4. Eligibility.  Awards may be granted under the Plan to any member of the
Board (whether or not an employee of the Company or its Affiliates), to any
officer or other employee of the Company or its Affiliates and to any consultant
or other independent contractor who performs or will perform services for the
Company or its Affiliates. In addition, Non-Employee Directors shall receive
automatic grants of Non-Qualified Options under the Plan.

     5. Available Shares.

     (a) Aggregate Number of Shares.  Subject to adjustment as provided in
Section 14, the maximum number of shares of Common Stock that may be issued, or
used for reference purposes, under the Plan shall not exceed 4,000,000 shares.
Notwithstanding the foregoing, the maximum number of shares that may be issued,
or used for reference purposes, under the Plan will automatically increase on
the first trading day of each calendar year, beginning with the 2001 calendar
year, by an amount equal to the lesser of (i) four percent (4%) of the total
number of shares of Common Stock outstanding on the last trading day of the
immediately preceding calendar year or (ii) 2,000,000 shares (as adjusted
pursuant to Section 14), provided that in no event shall such maximum number of
shares exceed 12,000,000 shares (as adjusted pursuant to Section 14) during the
term of the Plan. In determining the number of shares that remain available for
issuance or reference purposes under the Plan at any time, the following shares
will be deemed not to have been issued, or used for reference purposes, under
the Plan: (i) shares underlying an Option or Stock Appreciation Right that
terminates, expires or is canceled without having been exercised in full, (ii)
shares of Restricted Stock and shares covered by a Performance-Based Award or
Other Stock-Based Award that are forfeited in accordance with the terms of the
applicable award, and (iii) shares that are withheld in order to pay the
exercise price of Options or to satisfy the minimum tax withholding obligations
associated with Options or other awards. The number of shares of Common Stock
issued in connection with the exercise of an Option will be determined net of
any previously-owned shares tendered by the holder of the Option in payment of
the exercise price or of any applicable withholding taxes. Any shares of Common
Stock that are issued by the Company, and any awards that are granted through
the assumption of, or in substitution for, outstanding awards previously granted
by an acquired entity shall not be counted against the shares of Common Stock
available for issuance or reference purposes under the Plan. Shares of Common
Stock available for issuance under the Plan may be either authorized and
unissued or held by the Company in its treasury. No fractional shares of Common
Stock may be issued under the Plan.

     (b) Employee Award Limitations.  The maximum number of shares of Common
Stock with respect to which Options or SARs may be granted under the Plan to any
employee in any calendar year shall be 1,000,000. The aggregate maximum number
of shares of Common Stock subject to awards, other than Options or SARs, that
may be granted under the Plan to any employee in any calendar year shall be
1,000,000. Subject to these limitations, each person eligible to participate in
the Plan will be eligible in any year to receive awards covering up to the full
number of shares of Common Stock then available for awards under the Plan. No
more than $1,000,000 may be paid to any employee with respect to any cash
Performance-Based Award covered by Section 9. In applying this limitation,
multiple Performance-Based Awards to the same employee will be subject to a
single $1,000,000 limit if they are either (i) determined by reference to
performance

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periods of one year or less ending with or within the same fiscal year of the
Company, or (ii) determined by reference to one or more multi-year performance
periods ending in the same fiscal year of the Company.

     6. Stock Options.

     (a) ISOs and NQSOs.  Subject to the provisions hereof, the Committee may
grant ISOs and NQSOs to eligible personnel to purchase shares of Common Stock
upon such terms and conditions as the Committee deems appropriate, provided that
the Committee may only grant ISOs to employees of the Company or its
Subsidiaries or Parents.

     (b) Option Term.  Unless sooner terminated, all Options granted pursuant to
this Section 6 will expire ten (10) years after the date the Option is granted
(or, in the case of an ISO granted to a Ten Percent Stockholder, five (5)
years).

     (c) Exercise Price.  The exercise price per share of Common Stock covered
by an Option granted pursuant to this Section 6 will be determined by the
Committee when the Option is granted. The exercise price per share of Common
Stock covered by a NQSO must be at least equal to 85% of the Fair Market Value
of the Common Stock on the date the Option is granted, provided that the
exercise price per share of Common Stock covered by a NQSO which is intended to
qualify for the "performance-based compensation" exception under Section
162(m)(4)(C) of the Code may not be less than the Fair Market Value of the
Common Stock on the date the Option is granted. The exercise price per share of
Common Stock covered by an ISO may not be less than 100% of the Fair Market
Value of the Common Stock on the date the ISO is granted (or, in the case of Ten
Percent Stockholder, 110% of the Fair Market Value of the Common Stock on the
date the ISO is granted).

     (d) Vesting Conditions.  The Committee may establish such vesting and other
restrictions on the exercise of an Option and/or upon the disposition of the
shares of Common Stock acquired upon the exercise of an Option as it deems
appropriate. If the Committee provides, in its discretion, that any Option is
exercisable upon the attainment of certain vesting conditions (including,
without limitation, that it is exercisable only in installments based upon the
attainment of specified time and/or performance criteria), the Committee may
waive or accelerate such conditions on the exercisability at any time after
grant in whole or in part.

     (e) Exercise of Options.  An Option may be exercised by transmitting to the
Company: (i) a notice specifying the number of shares to be purchased, and (ii)
payment of the exercise price, together with the amount, if any, deemed
necessary by the Committee to enable the Company to satisfy its minimum federal,
foreign or other tax withholding obligations with respect to such exercise
(unless other arrangements acceptable to the Committee are made with respect to
the satisfaction of such withholding obligations). The Committee may establish
such rules and procedures as it deems appropriate for the exercise of Options.
The exercise price of shares of Common Stock acquired pursuant to the exercise
of an Option may be paid in cash and/or such other form of payment as may be
permitted by the Committee from time to time, including, without limitation,
shares of Common Stock which have been owned by the holder for at least six (6)
months (free and clear of any liens and encumbrances), installment payments
pursuant to promissory note or in accordance with a "cashless exercise"
procedure established by the Committee.

     (f) Rights as a Stockholder.  No shares of Common Stock will be issued in
respect of the exercise of an Option until full payment therefor has been made
(and/or provided for where all or a portion of the exercise price is being paid
in installments), and the applicable income tax withholding obligation has been
satisfied or provided for. The holder of an Option will have no rights as a
stockholder with respect to any shares covered by an Option until the date a
stock certificate for such shares is issued to him or her. Except as otherwise
provided herein, no adjustments shall be made for dividend distributions or
other rights for which the record date is prior to the date such stock
certificate is issued.

     (g) Other Provisions.  The Committee may impose such other conditions with
respect to the exercise of Options, including, without limitation, any
conditions relating to the application of federal or state securities laws or
exchange requirements, as it may deem necessary or advisable.

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     7. Stock Appreciation Rights.

     (a) General.  Subject to the provisions hereof, the Committee may award
SARs to eligible personnel upon such terms and conditions as it deems
appropriate. A SAR is an award entitling the holder, upon exercise, to receive
an amount, in cash or shares of Common Stock or a combination thereof, as
determined by the Committee in its sole discretion, determined with reference to
the appreciation, if any, in the Fair Market Value of Common Stock during the
period beginning on the date the SAR is granted and ending on the date the SAR
is exercised.

     (b) Types of SARs.  SARs may be awarded under the Plan in conjunction with
an Option ("Tandem SARs") or independent of Options. Tandem SARs awarded in
conjunction with a NQSO may be awarded either at or after the time the NQSO is
granted. Tandem SARs awarded in conjunction with an ISO may only be awarded at
the time the ISO is granted.

     (c) Exercisability of SARs.  Except as otherwise provided herein, a Tandem
SAR will be exercisable only at the same time and to the same extent and subject
to the same conditions as the related Option is exercisable. The exercise of a
Tandem SAR will cancel the related Option to the extent of the shares of Common
Stock with respect to which the SAR is exercised, and vice versa. Tandem SARs
may be exercised only when the Fair Market Value of the Common Stock to which it
relates exceeds the exercise price. The Committee may impose such additional
service or performance-based vesting conditions upon the exercise of a SAR as it
deems appropriate.

     (d) Exercise of SARs.  A SAR may be exercised by giving written notice to
the Company identifying the SAR that is being exercised, specifying the number
of shares covered by the exercise and containing such other information or
statements as the Committee may require. The Committee may establish such rules
and procedures as it deems appropriate for the exercise of SARs under the Plan.
Upon the exercise of a SAR, the holder will be entitled to receive an amount (in
cash and/or shares of Common Stock as determined by the Committee) equal to the
product of (i) the number of shares with respect to which the SAR is being
exercised and (ii) the difference between the Fair Market Value of a share of
Common Stock on the date the SAR is exercised and the exercise price per share
of the SAR. As a condition of exercise, the holder must pay to the Company or
make arrangements satisfactory to the Company for the payment of applicable
withholding taxes.

     (e) Deferral of Payment.  The Committee may at any time and from time to
time provide for the deferral of delivery of any shares and/or cash for which an
SAR may be exercisable until such date or dates and upon such other terms and
conditions as the Committee may determine.

     8. Restricted Stock.

     (a) General.  Subject to the provisions of the Plan, the Committee may
award shares of Restricted Stock to eligible personnel upon such terms and
subject to such forfeiture and other conditions as the Committee deems
appropriate. The terms and conditions of any Restricted Stock award will be
evidenced by a written agreement or other instrument approved for this purpose
by the Committee.

     (b) Stock Certificates for Restricted Stock.  Unless the Committee elects
to use a different method (such as, for example, the issuance and delivery of
stock certificates) shares of Restricted Stock will be evidenced by book entries
on the Company's stock transfer records pending the expiration of restrictions
thereon. If a stock certificate for Restricted Stock is issued in the name of
the grantee, it will bear an appropriate legend to reflect the nature of the
restrictions applicable to the shares represented by the certificate, and the
Committee may require that such stock certificates be held in custody by the
Company until the restrictions on such shares have lapsed. The Committee may
establish such other conditions as it deems appropriate in connection with the
issuance of stock certificates for shares of Restricted Stock, including,
without limitation, a requirement that the grantee deliver a duly signed stock
power, endorsed in blank, for the shares covered by the award.

     (c) Purchase Price.  The purchase price payable for shares of Restricted
Stock will be determined by the Committee. To the extent permitted by applicable
law, the purchase price may be as low as zero and, to

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the extent required by the applicable law, the purchase price will be no less
than the par value of the shares covered by the award.

     (d) Restrictions and Vesting.  The Committee will establish such conditions
as it deems appropriate on the grant or vesting of Restricted Stock. Such
conditions may be based upon continued service, the attainment of performance
goals (which, in the case of grants of Restricted Stock intended to qualify for
the performance-based compensation exception under Section 162(m)(4)(C) of the
Code, satisfy the requirements of Section 9 below) and/or such other relevant
factors or criteria designated by the Committee. The holder of Restricted Stock
will not be permitted to transfer shares before the time the applicable vesting
conditions are satisfied.

     (e) Rights as a Stockholder.  Except as provided herein and as otherwise
determined by the Committee, the recipient of Restricted Stock shall have, with
respect to his or her Restricted Stock, all of the rights of a holder of shares
of Common Stock, including, without limitation, the right to receive any
dividends, the right to vote such shares and, subject to satisfaction of the
applicable vesting conditions, the right to tender such shares. The Committee
may, in its sole discretion, determine at the time of grant that the payment of
dividends will be deferred until, and conditioned upon, the satisfaction of the
applicable vesting conditions.

     (f) Lapse of Restrictions.  If and when the vesting conditions are
satisfied with respect to a Restricted Stock award, a certificate for the shares
covered by the award, to the extent vested, will be delivered to the grantee.
All legends shall be removed from said certificates at the time of delivery
except as otherwise required by applicable law.

     9. Performance-Based Awards.

     (a) General.  Subject to the provisions of the Plan, the Committee may
award Performance-Based Awards to eligible personnel upon, or subject to, the
attainment of such performance goals and such terms and conditions as the
Committee deems appropriate. The Committee may condition the exercise, vesting
or settlement of a Performance-Based Award on the achievement of specified
performance goals. The provisions of this Section 9 will apply in the case of a
Performance-Based Award.

     (b) Objective Performance Goals.  A performance goal established in
connection with a Performance-Based Award that is intended to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the
Code must be (1) objective, so that a third party having knowledge of the
relevant facts could determine whether the goal is attained, (2) prescribed in
writing by the Committee before the beginning of the applicable performance
period or at such later date (when fulfillment is substantially uncertain) as
may be permitted under Section 162(m) of the Code, and (3) based on one or more
of the following business criteria:

          (i) the attainment of certain target levels of, or a specified
     percentage increase in, revenues, income before income taxes and
     extraordinary items, net income, earnings before income tax, earnings
     before interest, taxes, depreciation and amortization or a combination of
     any or all of the foregoing;

          (ii) the attainment of certain target levels of, or a percentage
     increase in, after-tax or pre-tax profits;

          (iii) the attainment of certain target levels of, or a specified
     increase in, operational cash flow;

          (iv) the attainment of a certain level of, reduction of, or other
     specified objectives with regard to limiting the level of increase in, all
     or a portion of, the Company's bank debt or other long-term or short-term
     public or private debt or other similar financial obligations of the
     Company, which may be calculated net of such cash balances and/or other
     offsets and adjustments as may be established by the Committee;

          (v) the attainment of a specified percentage increase in earnings per
     share or earnings per share from continuing operations;

         (vi) the attainment of certain target levels of, or a specified
  increase in return on capital employed or return on invested capital;

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          (vii) the attainment of certain target levels of, or a percentage
     increase in, after-tax return on stockholders' equity;

          (viii) the attainment of certain target levels of, or a specified
     increase in, economic value added targets based on a cash flow return on
     investment formula;

          (ix) the attainment of certain target levels in the Fair Market Value
     of the Common Stock; and/or

          (x) growth in the value of an investment in Common Stock assuming the
     reinvestment of dividends.

If and to the extent permitted under Section 162(m) of the Code, such
performance goals may be determined without regard to (or adjusted for) changes
in accounting methods, corporate transactions (including, without limitation,
dispositions and acquisitions), extraordinary items, non-recurring items and
other similar events or circumstances occurring during the applicable
performance period.

     (c) Calculation.  At the expiration of the applicable performance period,
the Committee will determine the extent to which the performance goals
established pursuant to this Section 9 are attained and the percentage of each
Performance-Based Award that has been earned. The Committee may reduce the
amount that would otherwise be payable pursuant to a Performance-Based Award,
but may not exercise its discretion to increase such amount.

     (d) Payment.  Following the Committee's determination in accordance with
Section 9(c), the Committee, in its sole discretion, may pay earned
Performance-Based Awards in the form of cash or in shares of Common Stock (or in
a combination thereof) which have an aggregate Fair Market Value equal to the
value of the earned Performance-Based Awards at the close of the applicable
performance period. Unless otherwise determined by the Committee, payment of
earned Performance-Based Awards shall be made in a single lump sum following the
close of the applicable performance period. Any such shares may be granted
subject to any restrictions deemed appropriate by the Committee. At the
discretion of the Committee, participants may be entitled to receive any
dividends declared with respect to shares which have been earned in connection
with grants of Performance-Based Awards which have been earned, but not yet
distributed to participants.

     10. Other Stock-Based Awards.

     (a) General.  Other awards of Common Stock and awards that are valued in
whole or in part by reference to, or are payable in or otherwise based on,
Common Stock ("Other Stock-Based Awards") may be granted either alone or in
addition to or in tandem with Options, Stock Appreciation Rights, Restricted
Stock and Performance Based-Awards. Subject to the provisions of the Plan, the
Committee shall, in its sole discretion, determine the eligible personnel to
whom and the time or times at which such awards shall be made, the number of
shares of Common Stock to be awarded pursuant to such awards, the ability of
participants to defer the receipt of Common Stock pursuant to such awards and
all other conditions of the awards. The Committee may also provide for the grant
of Common Stock under such awards upon the completion of a specified performance
period.

     (b) Terms and Conditions.  Other Stock-Based Awards made pursuant to this
Section 10 shall be subject to the following terms and conditions:

          (i) Unless otherwise determined by the Committee at the time of grant,
     subject to the provisions of the award agreement and the Plan, the
     recipient of an award under this Section 10 shall be entitled to receive,
     currently or on a deferred basis, dividends or dividend equivalents with
     respect to the number of shares of Common Stock covered by the award.

          (ii) Any award under this Section 10 and any Common Stock covered by
     any such award shall vest or be forfeited to the extent so provided in the
     award agreement, as determined by the Committee, in its sole discretion.
     The Committee may, in its sole discretion, waive in whole or in part any or
     all of the limitations imposed hereunder (if any) with respect to any or
     all of an award under this Section 10.

          (iii) Common Stock issued on a bonus basis under this Section 10 may
     be issued for no cash consideration. Common Stock purchased pursuant to a
     purchase right awarded under this Section 10 shall be priced as determined
     by the Committee. The purchase price of shares of Common Stock may be
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     zero to the extent permitted by applicable law, and, to the extent not so
     permitted, such purchase price may not be less than par value.

     11. Non-Employee Director Stock Options.

     (a) Automatic Grants.  Without further action by the Board or the
stockholders of the Company, (i) each director who is a Non-Employee Director on
January 1, 2000 shall be granted an Option to purchase 20,000 shares of Common
Stock on the first trading day following the 2000 Annual Meeting of
Stockholders, (ii) each director who first becomes a Non-Employee Director on or
after the date of the 2000 Annual Meeting of Stockholders shall be granted an
Option to purchase 15,000 shares of Common Stock on the first trading day
following the date he or she commences service as a Non-Employee Director and
(iii) each Non-Employee Director shall be granted an Option to purchase 15,000
shares of Common Stock on the first trading day following each Annual Meeting of
Stockholders at which such director is re-elected to the Board, provided that
such Non-Employee Director did not receive an Option pursuant to Section
11(a)(ii) during the one hundred eighty (180) day period ending on such Annual
Meeting of Stockholders.

     (b) Exercise Price.  The exercise price per share covered by an Option
granted pursuant to this Section 11 shall be equal to the Fair Market Value of
the Common Stock on the date of grant.

     (c) Vesting Conditions.  Each Option granted pursuant to this Section 11
will be immediately exercisable with respect to twenty-five percent (25%) of the
shares covered thereby and will become exercisable with respect to an additional
2.083% of the shares covered thereby on the last day of each month for the first
thirty-six (36) months commencing on or after the date of grant, provided that
the optionee remains in continuous service as a director of the Company through
each applicable vesting date.

     (d) Effect of Termination of Service.  If a director's service on the Board
is terminated due to his or her death or Disability, then: (i) any Option
granted pursuant to this Section 11 that is not exercisable on the date of
termination shall immediately terminate, and (ii) any Option granted pursuant to
this Section 11 that is exercisable on the date of termination shall remain
exercisable, to the extent exercisable on the date of termination, by the
director (or his or her beneficiary) during the one year period following the
date of termination or, if sooner, until the expiration of the stated term
thereof, and, to the extent not exercised during such period, shall thereupon
terminate. If a director's service on the Board is terminated by the Company for
Cause or if, at the time of his or her termination, grounds for a termination
for Cause exist, then any Option granted pursuant to this Section 11 (whether or
not then exercisable) shall immediately terminate and cease to be exercisable.
If a director's service on the Board for any reason, other than death,
Disability or Cause or at a time when Cause exists) or no reason, then: (1) any
Option granted pursuant to this Section 11 that is not exercisable on the date
of termination shall immediately terminate, and (2) any Option granted pursuant
to this Section 11 that is exercisable on the date of termination shall remain
exercisable, to the extent exercisable on the date of termination, during the
one hundred eighty (180) day period following the date of termination or, if
sooner, until the expiration of its stated term and, to the extent not exercised
during such period, shall thereupon terminate.

     (e) Capital Transactions; Change in Control.  The provisions of Section 14
shall apply to Options granted pursuant to this Section 11.

     (f) Expiration.  Except as otherwise provided herein, if not previously
exercised, each Option granted pursuant to this Section 11 will expire on the
tenth anniversary of the date of grant.

     12. Non-Transferability of Awards.  No Options, SARs, Performance-Based
Awards or Other Stock-Based Awards shall be transferable by the recipient other
than upon the recipient's death to a beneficiary designated by the recipient,
or, if no designated beneficiary shall survive the recipient, pursuant to the
recipient's will or by the laws of descent and distribution. All Options and
SARs shall be exercisable during the recipient's lifetime only by the recipient.
Tandem SARs shall be transferable, to the extent permitted above, only with the
underlying Option. Shares of Restricted Stock may not be transferred prior to
the date on which shares are issued, or, if later, the date on which such shares
have vested and are free of any applicable restriction imposed thereon. Except
as otherwise specifically provided by law or the provisions hereof, no award
received under the Plan may be transferred in any manner, and any attempt to
transfer any such award
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<PAGE>   9

shall be void, and no such award shall in any manner be liable for or subject to
the debts, contracts, liabilities, engagements or torts of any person who shall
be entitled to such award, nor shall it be subject to attachment or legal
process for or against such person. Notwithstanding the foregoing, the Committee
may determine at the time of grant or thereafter that a NQSO is transferable in
whole or part to such persons, under such circumstances, and subject to such
conditions as the Committee may prescribe.

     13. Effect of Termination of Employment or Service.  Except as otherwise
provided herein or determined by the Committee at grant or, if no rights of the
participant are thereby reduced, thereafter, and subject to earlier termination
in accordance with the provisions hereof, the following rules shall apply with
regard to awards (other than Options granted pursuant to Section 11) held by a
participant at the time of his or her termination of employment or other service
with the Company and its Affiliates:

     (a) Rules Applicable to Stock Options and SARs.

          (i) Termination due to Death.  If a participant's employment or
     service terminates due to his or her death, then: (A) any Option or SAR
     held by the participant that is not exercisable on the date of termination
     shall immediately terminate, and (B) any Option or SAR that is exercisable
     on the date of termination shall remain exercisable, to the extent
     exercisable on the date of termination, by the deceased participant's
     beneficiary during the one year period following the date of termination
     or, if sooner, until the expiration of the stated term thereof, and, to the
     extent not exercised during such period, shall thereupon terminate.

          (ii) Termination due to Disability.  If a participant's employment or
     service terminates due to his or her Disability, then: (A) any Option or
     SAR held by the participant that is not exercisable on the date of
     termination shall immediately terminate, and (B) any Option or SAR held by
     the participant that is exercisable on the date of termination shall remain
     exercisable, to the extent exercisable on the date of termination, during
     the one hundred eighty (180) day period following the date of termination
     or, if sooner, until the expiration of its stated term and, to the extent
     not exercised during such period, shall thereupon terminate.

          (iii) Termination for Cause.  If a participant's employment or service
     is terminated by the Company or an affiliate for Cause or if, at the time
     of his or her termination, grounds for a termination for Cause exist, then
     any Option or SAR held by the participant (whether or not then exercisable)
     shall immediately terminate and cease to be exercisable.

          (iv) Other Termination.  If a participant's employment or service
     terminates for any reason(other than death, Disability or Cause or at a
     time when Cause exists) or no reason, then: (A) any Option or SAR held by
     the participant that is not exercisable on the date of termination shall
     immediately terminate, and (B) any Option or SAR held by the participant
     that is exercisable on the date of termination shall remain exercisable, to
     the extent exercisable on the date of termination, during the ninety (90)
     day period following the date of termination or, if sooner, until the
     expiration of its stated term and, to the extent not exercised during such
     period, shall thereupon terminate.

     (b) Rules Applicable to Restricted Stock.  Upon the termination of a
participant's employment or service for any reason (including death or
Disability) or no reason, Restricted Stock which has not yet become fully vested
will, unless otherwise determined by the Committee, automatically be forfeited
by the participant (or the participant's successors) and any certificate
therefor or book entry with respect thereto or other evidence thereof will be
canceled.

     (c) Rules Applicable to Performance-Based Awards.  Upon termination of a
participant's employment or service for any reason (including death or
Disability) or no reason, then the participant's outstanding Performance-Based
Awards will, unless otherwise determined by the Committee, thereupon expire and
the participant (or his or her beneficiary, as the case may be) will not be
entitled to receive any amount in respect of the performance period within which
the participant's employment or service is terminated.

     (d) Rules Applicable to Other Stock-Based Awards.  Upon the termination of
a participant's employment or service for any reason (including death or
Disability) or no reason, Other Stock-Based Awards which

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<PAGE>   10

have not yet become fully vested will, unless otherwise determined by the
Committee, automatically be forfeited by the participant (or the participant's
successors) and any certificate therefor or book entry with respect thereto or
other evidence thereof will be canceled.

     14. Capital Changes; Change in Control.

     (a) Adjustments upon Changes in Capitalization.  If any change is made to
the Common Stock by reason of any stock split, reverse stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the Company's
receipt of consideration, appropriate adjustments shall be made to: (i) the
maximum number and/or class of securities issuable and available for reference
purposes under the Plan, (ii) the number and/or class of securities with respect
to which any one employee may be granted awards under the Plan per calendar
year, (iii) the number and/or class of securities for which automatic grants are
made to Non-Employee Directors pursuant to Section 11 of the Plan, and (iv) the
number and/or class of securities and, if applicable, the exercise price per
share in effect under each outstanding award under the Plan. Such adjustments to
the outstanding awards are to be effected in a manner which shall preclude the
enlargement or dilution of rights and benefits under such awards.

     (b) Change in Control.  Unless the Committee determines otherwise at the
time of grant, each Option and SAR outstanding at the time of a Change in
Control that is not otherwise fully exercisable shall automatically accelerate
so that each such Option and SAR shall, immediately prior to the effective date
of the Change in Control, become fully exercisable, provided that no
acceleration of exercisability shall occur with respect to an outstanding Option
or SAR if and to the extent such Option or SAR is, in connection with the Change
in Control, to be assumed or otherwise continued in full force or effect by the
successor corporation (or parent thereof) pursuant to the terms of the Change in
Control transaction. Unless the Committee determines otherwise at the time of
grant, upon the consummation of the Change in Control, all outstanding Options
and SARs shall terminate and cease to be outstanding, except to the extent
assumed by the successor corporation (or parent thereof) or otherwise expressly
continued in full force and effect pursuant to the terms of the Change in
Control transaction. Each Option and SAR which is assumed (or is otherwise to
continue in effect) in connection with a Change in Control shall be
appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities which would have been issuable or, in the
case of a SAR, payable (if settled in shares) to the participant upon
consummation of such Change in Control had the Option or SAR been exercised
immediately prior to such Change in Control, provided the aggregate exercise
price of an Option payable for such securities shall remain the same. Unless the
Committee determines otherwise at the time of grant, the restrictions to which
any shares of Restricted Stock, Performance-Based Awards and Other Stock-Based
Awards granted prior to a Change in Control are subject shall lapse as if the
applicable restriction period had ended upon the Change in Control. If, in
connection with a Change in Control, new, additional or different shares or
securities ("New Securities") are issued in exchange for Restricted Stock,
non-cash Performance-Based Awards or Other Stock-Based Awards, such New
Securities shall, unless the Committee determines otherwise at the time of
grant, be subject to all of the conditions and restrictions applicable to the
awards with respect to which such New Securities were exchanged.

     (c) Fractional Shares.  In the event of any adjustment in the number of
shares covered by any award pursuant to the provisions hereof, any fractional
shares resulting from such adjustment will be settled in cash, and each such
award will cover only the number of full shares resulting from the adjustment.

     (d) Determination of Board to be Final.  All adjustments under this Section
14 shall be made by the Board, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.

     15. Tax Withholding.  As a condition to the exercise of any award or the
delivery of any shares of Common Stock pursuant to any award or the lapse of
restrictions on any award, or in connection with any other event that gives rise
to a federal or other governmental tax withholding obligation on the part of the
Company or its subsidiaries relating to an award: (a) the Company may deduct or
withhold (or cause to be deducted or withheld) from any payment or distribution
to a grantee whether or not pursuant to the Plan, and
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<PAGE>   11

(b) the Company shall be entitled to require that the grantee remit cash to the
Company (through payroll deduction or otherwise), in each case in an amount
sufficient in the opinion of the Company to satisfy such withholding obligation.
If the event giving rise to the withholding obligation involves a transfer of
shares of Common Stock, then, unless the applicable award agreement provides
otherwise, at the discretion of the Committee, the grantee may satisfy the
withholding obligation described under this Section 15 by electing to have the
Company withhold shares of Common Stock (which withholding will be at a rate not
in excess of the statutory minimum rate) or by tendering previously-owned shares
of Common Stock, in each case having a Fair Market Value equal to the amount of
tax to be withheld (or by any other mechanism as may be required or appropriate
to conform with local tax and other rules).

     16. Amendment and Termination.  The Board may amend or terminate the Plan
at any time, provided that no such action may adversely affect the rights of the
holder of any outstanding award without his or her consent. Except as otherwise
provided in Section 14, any amendment which would increase the aggregate number
of shares of Common Stock which may be issued or used for reference purposes
under the Plan or with respect to which awards may be granted to any employee
during any calendar year or modify the class of employees eligible to receive
Options under the Plan shall, to the extent required by applicable law, be
subject to the approval of the Company's stockholders. The Committee may amend
the terms of any agreement or certificate made or issued hereunder at any time
and from time to time provided that any amendment which would adversely affect
the rights of the holder may not be made without his or her consent.

     17. Term of the Plan.  The Plan shall be effective on the date of its
adoption by the Board, subject to the approval of the stockholders of the
Company within one year from the date of adoption by the Board. The Plan will
terminate on the tenth anniversary of the date of its adoption by the Board,
unless sooner terminated by the Board. The rights of any person with respect to
an award made under the Plan that is outstanding at the time of the termination
of the Plan shall not be affected solely by reason of the termination of the
Plan and shall continue in accordance with the terms of the award (as then in
effect or thereafter amended) and the Plan.

     18. Miscellaneous.

     (a) Documentation of Awards.  Each award made under the Plan will be
evidenced by a written agreement or other written instrument the terms of which
will be established by the Committee. To the extent not inconsistent with the
provisions of the Plan, the written agreement or other instrument evidencing an
award will govern the rights and obligations of the participant (and any person
claiming through the participant) with respect to the award.

     (b) No Rights Conferred.  Nothing contained herein will be deemed to give
any individual any right to receive an award under the Plan or to be retained in
the employ or service of the Company or its Affiliates.

     (c) Governing Law.  The Plan shall be governed by the laws of the State of
Delaware, without regard to its principles of conflicts of law.

     (d) Decisions and Determinations.  All decisions or determinations made by
the Board pursuant to the provisions hereof and, except to the extent rights or
powers under the Plan are reserved specifically to the discretion of the Board,
all decisions and determinations of the Committee are final, binding and
conclusive.

     (e) Severability.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     (f) Requirements of Law.  The grant of awards and issuance of shares under
the Plan shall be subject to compliance with all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as the Committee deems necessary or desirable.

     (g) Listing and Other Conditions.  As long as the Common Stock is listed on
a national securities exchange or system sponsored by a national securities
association, the issue of any shares of Common Stock pursuant to an award shall
be conditioned upon such shares being listed on such exchange or system. If at
any time counsel to the Company shall be of the opinion that any sale or
delivery of shares of Common Stock
                                       11
<PAGE>   12

pursuant to an award is or may in the circumstances be unlawful or result in the
imposition of excise taxes on the Company under the statutes, rules or
regulations of any applicable jurisdiction, the Company shall have no obligation
to make such sale or delivery, or to make any application or to effect or to
maintain any qualification or registration under the Securities Act or otherwise
with respect to shares of Common Stock or awards, and the right to exercise any
Option shall be suspended until, in the opinion of said counsel, such sale or
delivery shall be lawful or will not result in the imposition of excise taxes on
the Company.

     (h) Beneficiary Designation.  Each Participant under the Plan may, from
time to time, designate any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and will be effective
only when filed by the Participant in writing with the Company during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

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