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                                                                    Exhibit 10.1

                                AQUANTIVE, INC.

                       1999 EMPLOYEE STOCK PURCHASE PLAN


      (AS AMENDED AND RESTATED BY THE BOARD OF DIRECTORS ON JUNE 28, 2006)

                               SECTION 1. PURPOSE

      The purposes of the aQuantive, Inc. 1999 Employee Stock Purchase Plan (the
"Plan") are (a) to assist employees of aQuantive, Inc., a Washington corporation
(the "Company"), and its designated subsidiaries in acquiring a stock ownership
interest in the Company pursuant to a plan that is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended, and (b) to encourage employees to remain in the employ of the
Company and its subsidiaries.

                             SECTION 2. DEFINITIONS

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

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

      "CODE" means the Internal Revenue Code of 1986, as amended.

      "COMMITTEE" means the Company's Compensation Committee or any other
committee appointed by the Board to administer the Plan.

      "COMMON STOCK" means the common stock, par value $0.01 per share, of the
Company.

      "COMPANY" means aQuantive, Inc., a Washington corporation.

      "CORPORATE TRANSACTION" means either of the following events:

            (a) Consummation of any merger or consolidation of the Company with
      or into another corporation or

            (b) Consummation of any sale, lease, exchange or other transfer in
      one transaction or a series of related transactions of all or
      substantially all the Company's outstanding securities or all or
      substantially all the Company's assets other than a transfer of the
      Company's securities or assets to a majority-owned Subsidiary Corporation
      of the Company.

      "DESIGNATED SUBSIDIARY" has the meaning set forth under the definition of
"Eligible Employee" in this Section 2.

      "ELIGIBLE COMPENSATION" means all regular salary and wages, including
payment for holidays and PTO taken in the ordinary course, as well as paid
parental leave, and excluding overtime, cash bonuses and commissions, severance
pay, hiring and relocation bonuses, pay in lieu of vacations or sick leave, gain
from stock option exercises or any other special payments.


1999 Employee Stock Purchase Plan
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      "ELIGIBLE EMPLOYEE" means any employee of the Company, a domestic
Subsidiary Corporation or any other Subsidiary Corporation designated by the
Board or the Committee (each, a "Designated Subsidiary"), who is in the employ
of the Company (or any Designated Subsidiary) on one or more Offering Dates and
who meets the following criteria:

            (a) the employee does not, immediately after the Option is granted,
      own stock (as defined by the Code) possessing 5% or more of the total
      combined voting power or value of all classes of stock of the Company or
      of a Parent Corporation or Subsidiary Corporation of the Company;

            (b) the employee's customary employment is for 20 hours or more per
      week; provided, however, that the Plan Administrator may decrease this
      minimum hours requirement for a future Offering;

            (c) if specified by the Plan Administrator for a future Offering,
      the employee customarily works a minimum of five months per year or any
      lesser number of months established by the Plan Administrator; and

            (d) if specified by the Plan Administrator for a future Offering,
      the employee has been employed for a certain minimum period of time as of
      an Offering Date; provided, however, that any such minimum employment
      period may not exceed two years.

If the Company permits any employee of a Designated Subsidiary to participate in
the Plan, then all employees of that Designated Subsidiary who meet the
requirements of this paragraph shall also be considered Eligible Employees.

      "ENROLLMENT PERIOD" has the meaning set forth in Section 7.1.

      "ESPP BROKER" has the meaning set forth in Section 10.1.

      "FAIR MARKET VALUE" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the closing sales price for the Common Stock as reported by the Nasdaq
National Market on the Offering Date or the Purchase Date, as applicable, unless
the Plan Administrator determines otherwise for a future Offering or (b) if the
Common Stock is listed on the New York Stock Exchange or the American Stock
Exchange, the closing sales price for the Common Stock as such price is
officially quoted in the composite tape of transactions on such exchange on the
Offering Date or the Purchase Date, as applicable, unless the Plan Administrator
determines otherwise for a future Offering; provided, however, that for the
first Offering Date under the Plan that occurs on the date shares of Common
Stock are first offered to the public in an underwritten initial public offering
filed with and declared effective by the Securities and Exchange Commission,
Fair Market Value shall be the Common Stock's initial public offering price as
set forth in Section 6(a). If there is no such reported price for the Common
Stock for the date in question, then such price on the last preceding date for
which such price exists shall be determinative of Fair Market Value.

      "OFFERING" has the meaning set forth in Section 5.1.

      "OFFERING DATE" means the first day of an Offering.

      "OPTION" means an option granted under the Plan to an Eligible Employee to
purchase shares of Common Stock.


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      "PARENT CORPORATION" means any corporation, other than the Company, in an
unbroken chain of corporations ending with the Company, if, at the time of the
granting of the Option, each of the corporations, other than the Company, owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

      "PARTICIPANT" means any Eligible Employee who has elected to participate
in an Offering in accordance with the procedures set forth in Section 7.1 and
who has not withdrawn from the Plan or whose participation in the Plan is not
otherwise terminated.

      "PLAN" means the aQuantive, Inc. 1999 Employee Stock Purchase Plan.

      "PURCHASE DATE" means the last day of each Purchase Period.

      "PURCHASE PERIOD" has the meaning set forth in Section 5.2.

      "PURCHASE PRICE" has the meaning set forth in Section 6.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SUBSCRIPTION" has the meaning set forth in Section 7.1.

      "SUBSIDIARY CORPORATION" means any corporation, other than the Company, in
an unbroken chain of corporations beginning with the Company, if, at the time of
the granting of the Option, 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 such chain.

                           SECTION 3. ADMINISTRATION

3.1 PLAN ADMINISTRATOR

      The Plan shall be administered by the Board and/or the Committee or, if
and to the extent the Board or the Committee designates an executive officer of
the Company to administer the Plan, by such executive officer (each, the "Plan
Administrator"). Any decisions made by the Plan Administrator shall be
applicable equally to all Eligible Employees.

3.2 ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR

      Subject to the provisions of the Plan, the Plan Administrator shall have
the authority, in its sole discretion, to determine all matters relating to
Options granted under the Plan, including all terms, conditions, restrictions
and limitations of Options; provided, however, that all Participants granted
Options pursuant to the Plan shall have the same rights and privileges within
the meaning of Code Section 423. The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, unless reserved to the Board or the
Committee, shall be conclusive and binding on all parties involved or affected.
The Plan Administrator may delegate administrative duties to such of the
Company's other officers or employees as the Plan Administrator so determines.


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                        SECTION 4. STOCK SUBJECT TO PLAN

      Subject to adjustment from time to time as provided in Section 20.1, the
maximum number of shares of Common Stock that shall be available for issuance
under the Plan shall be:

            (a) 500,000 shares, plus

            (b) an annual increase to be added on the first day of the Company's
      fiscal year beginning in 2001 equal to the least of (i) 750,000 shares of
      Common Stock; (ii) 2% of the adjusted average common shares outstanding of
      the Company used to calculate fully diluted earnings per share as reported
      in the annual report to shareholders for the preceding year; and (iii) a
      lesser amount determined by the Board; provided, however, that any shares
      from any increases in previous years that are not actually issued shall be
      added to the aggregate number of shares available for issuance under the
      Plan. Shares issued under the Plan shall be drawn from authorized and
      unissued shares or shares subsequently acquired by the Company.

                           SECTION 5. OFFERING DATES

5.1 OFFERINGS

      (a) Except as otherwise set forth below, the Plan shall be implemented by
a series of Offerings of 12 months' duration (each, an "Offering"). Offerings
shall commence on February 1 and August 1 of each year and end on the next
January 31 and July 31, respectively, occurring thereafter.

      (b) Notwithstanding the foregoing, the Plan Administrator may establish
(i) a different term for one or more future Offerings and (ii) different
commencing and ending dates for such future Offerings; provided, however, that
an Offering may not exceed five years; and provided, further, that if the
Purchase Price may be less than 85% of the Fair Market Value of the Common Stock
on the Purchase Date, the Offering may not exceed 27 months.

      (c) In the event the first or the last day of an Offering is not a regular
business day, then the first day of the Offering shall be deemed to be the next
regular business day and the last day of the Offering shall be deemed to be the
last preceding regular business day.

5.2 PURCHASE PERIODS

      (a) Each Offering shall consist of two consecutive purchase periods of six
months' duration (each, a "Purchase Period"). The last day of each Purchase
Period shall be the Purchase Date for such Purchase Period. Except as otherwise
set forth below, a Purchase Period shall commence on February 1 and August 1 of
each year and end on the next July 31 and January 31, respectively, occurring
thereafter.

      (b) Notwithstanding the foregoing, the Plan Administrator may establish
for a future Offering (i) a different term for one or more future Purchase
Periods and (ii) different commencing and ending dates for any such Purchase
Period.

      (c) In the event the first or last day of a Purchase Period is not a
regular business day, then the first day of the Purchase Period shall be deemed
to be the next regular business day and the last day of the Purchase Period
shall be deemed to be the last preceding regular business day.


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5.3 GOVERNMENTAL APPROVAL; SHAREHOLDER APPROVAL

      Notwithstanding any other provision of the Plan to the contrary, an Option
granted pursuant to the Plan shall be subject to (a) obtaining all necessary
governmental approvals and qualifications for the Plan, the issuance of Options
and the sale of Common Stock pursuant to the Plan and (b) obtaining shareholder
approval of the Plan.

                           SECTION 6. PURCHASE PRICE

      (a) The purchase price (the "Purchase Price") at which Common Stock may be
acquired in an Offering pursuant to the exercise of all or any portion of an
Option shall be 85% of the lesser of (i) the Fair Market Value of the Common
Stock on the Offering Date of such Offering and (ii) the Fair Market Value of
the Common Stock on the Purchase Date; provided, however, that the Purchase
Price for the first Offering that begins on the IPO Date shall be the lesser of
(A) 100% of the initial public offering price per share of Common Stock, before
underwriters' discounts or concessions, set forth in that certain Underwriting
Agreement between the Company and the representatives of the underwriters and
executed in connection with the Company's initial public offering of the Common
Stock and (B) 85% of the Fair Market Value of the Common Stock on the Purchase
Date.

      (b) Notwithstanding the foregoing, if an increase in the number of shares
authorized for issuance under the Plan (other than an annual increase pursuant
to Section 4) is approved and all or a portion of such additional shares are to
be issued during one or more Offerings that are underway at the time of
shareholder approval of such increase (the "Additional Shares"), then, if as of
the date of such shareholder approval, the Fair Market Value of a share of
Common Stock is higher than the Fair Market Value on the Offering Date for any
such Offering, the Purchase Price for the Additional Shares shall be 85% of the
lesser of (i) the Common Stock's Fair Market Value on the date of such
shareholder approval and (ii) the Fair Market Value of the Common Stock on the
Purchase Date.

                      SECTION 7. PARTICIPATION IN THE PLAN

7.1 INITIAL PARTICIPATION

      An Eligible Employee shall become a Participant on the first Offering Date
after satisfying the eligibility requirements and delivering to the Company
during the enrollment period established by the Plan Administrator (the
"Enrollment Period") a subscription (the "Subscription"):

      (a) indicating the Eligible Employee's election to participate in the
Plan;

      (b) authorizing payroll deductions and stating the amount to be deducted
regularly from the Participant's pay; and

      (c) authorizing the purchase of Common Stock for the Participant in each
Purchase Period.

      An Eligible Employee who does not deliver a Subscription as provided above
during the Enrollment Period shall not participate in the Plan for that Offering
or for any subsequent Offering unless such Eligible Employee subsequently
enrolls in the Plan by filing a Subscription with the Company during the
Enrollment Period for such subsequent Offering. The Company may, from time to
time, change the Enrollment Period for a future Offering as deemed advisable by
the Plan Administrator, in its sole discretion, for the proper administration of
the Plan.


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      Except as provided in Section 7.2, an employee who becomes eligible to
participate in the Plan after an Offering has commenced shall not be eligible to
participate in such Offering but may participate in any subsequent Offering,
provided that such employee is still an Eligible Employee as of the commencement
of any such subsequent Offering. Eligible Employees may not participate in more
than one Offering at a time.

7.2 ALTERNATIVE INITIAL PARTICIPATION

      Notwithstanding any other provision of the Plan, the Board or the
Committee may provide for a future Offering that any employee of the Company or
any Designated Subsidiary who first meets the requirements of subparagraphs (b)
through (d) of the paragraph "Eligible Employee" in Section 2 during the course
of an Offering shall, on a date or dates specified in the Offering that coincide
with the day on which such person first meets such requirements or that occurs
on a specified date thereafter, receive an Option under that Offering which
Option shall thereafter be deemed to be a part of that Offering. Such Option
shall have the same characteristics as any Options originally granted under that
Offering, except that

      (a) the date on which such Option is granted shall be the "Offering Date"
of such Option for all purposes, including determining the Purchase Price of
such Option; provided, however, that if the Fair Market Value of the Common
Stock on the date on which such Option is granted is less than the Fair Market
Value of Common Stock on the first day of the Offering, then, solely for the
purpose of determining the Purchase Price of such Option, the first day of the
Offering shall be the "Offering Date" for such Option;

      (b) the Purchase Period(s) for such Option shall begin on its Offering
Date and end coincident with the remaining Purchase Date(s) for such Offering;
and

      (c) the Board or the Committee may provide that if such person first meets
such requirements within a specified period of time before the end of a Purchase
Period for such Offering, he or she will not receive an Option for that Purchase
Period.

7.3 CONTINUED PARTICIPATION

      A Participant shall automatically participate in the next Offering until
such time as such Participant ceases payroll contributions to the Plan,
withdraws from the Plan pursuant to Section 11.2 or terminates employment as
provided in Section 13.

               SECTION 8. LIMITATIONS ON RIGHT TO PURCHASE SHARES

8.1 NUMBER OF SHARES PURCHASED

      (a) No Participant shall be entitled to purchase Common Stock under the
Plan (or any other employee stock purchase plan that is intended to meet the
requirements of Code Section 423 sponsored by the Company, a Parent Corporation
or a Subsidiary Corporation) with a Fair Market Value exceeding $25,000 (such
value determined as of the Offering Date for each Offering or such other limit
as may be imposed by the Code) in any calendar year in which a Participant
participates in the Plan (or other employee stock purchase plan described in
this Section 8.1).

      (b) No Participant shall be entitled to purchase more than 5,000 shares of
Common Stock (or such other number as the Board or the Committee shall specify
for a future Offering) under the Plan in any single Purchase Period.


1999 Employee Stock Purchase Plan

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      (c) For a future Offering, the Board or the Committee may specify a
maximum number of shares that may be purchased by any Participant, as well as a
maximum aggregate number of shares that may be purchased by all Participants,
pursuant to such Offering. In addition, for a future Offering with more than one
Purchase Date, the Board or the Committee may specify a maximum aggregate number
of shares that may be purchased by all Participants on any given Purchase Date
under the Offering.

8.2 PRO RATA ALLOCATION

      In the event the number of shares of Common Stock that might be purchased
by all Participants exceeds the number of shares of Common Stock available in
the Plan, the Plan Administrator shall make a pro rata allocation of the
remaining shares of Common Stock in as uniform a manner as shall be practicable
and as the Plan Administrator shall determine to be equitable. Fractional shares
may not be issued under the Plan unless the Plan Administrator determines
otherwise for a future Offering.

                      SECTION 9. PAYMENT OF PURCHASE PRICE

9.1 GENERAL RULES

      Subject to Section 9.11, Common Stock that is acquired pursuant to the
exercise of all or any portion of an Option may be paid for only by means of
payroll deductions from the Participant's Eligible Compensation. Except as set
forth in this Section 9, the amount of compensation to be withheld from a
Participant's Eligible Compensation during each pay period shall be determined
by the Participant's Subscription.

9.2 PERCENT WITHHELD

      The amount of payroll withholding for each Participant for purchases
pursuant to the Plan during any pay period shall be at least 1% but shall not
exceed 20% of the Participant's Eligible Compensation for such pay period (or
such other higher percentage as the Plan Administrator may establish from time
to time for a future Offering). Amounts shall be withheld in whole percentages
only.

9.3 PAYROLL DEDUCTIONS

      Payroll deductions shall commence on the first payday following the
Offering Date and shall continue through the last payday of the Offering unless
sooner altered or terminated as provided in the Plan.

9.4 MEMORANDUM ACCOUNTS

      Individual accounts shall be maintained for each Participant for
memorandum purposes only. All payroll deductions from a Participant's
compensation shall be credited to such account but shall be deposited with the
general funds of the Company. All payroll deductions received or held by the
Company may be used by the Company for any corporate purpose.

9.5 NO INTEREST

      No interest shall be paid on payroll deductions received or held by the
Company.


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9.6 ACQUISITION OF COMMON STOCK

      On each Purchase Date of an Offering, each Participant shall automatically
acquire, pursuant to the exercise of the Participant's Option, the number of
shares of Common Stock arrived at by dividing the total amount of the
Participant's accumulated payroll deductions for the Purchase Period by the
Purchase Price; provided, however, that the number of shares of Common Stock
purchased by the Participant shall not exceed the number of whole shares of
Common Stock so determined, unless the Plan Administrator has determined for a
future Offering that fractional shares may be issued under the Plan; and
provided, further, that the number of shares of Common Stock purchased by the
Participant shall not exceed the number of shares for which Options have been
granted to the Participant pursuant to Section 8.1.

9.7 REFUND OF EXCESS AMOUNTS

      Any cash balance remaining in the Participant's account at the termination
of each Purchase Period shall be refunded to the Participant as soon as
practical after the Purchase Date without the payment of any interest; provided,
however, that if the Participant participates in the next Purchase Period, any
cash balance remaining in the Participant's account shall be applied to the
purchase of Common Stock in the new Purchase Period, provided such purchase
complies with Section 8.1.

9.8 WITHHOLDING OBLIGATIONS

      At the time the Option is exercised, in whole or in part, or at the time
some or all the Common Stock is disposed of, the Participant shall make adequate
provision for federal and state withholding obligations of the Company, if any,
that arise upon exercise of the Option or upon disposition of the Common Stock.
The Company may withhold from the Participant's compensation the amount
necessary to meet such withholding obligations.

9.9 TERMINATION OF PARTICIPATION

      No Common Stock shall be purchased on behalf of a Participant on a
Purchase Date if his or her participation in the Plan has terminated on or
before such Purchase Date.

9.10 PROCEDURAL MATTERS

      The Company may, from time to time, establish (a) limitations on the
frequency and/or number of any permitted changes in the amount withheld during
an Offering, as set forth in Section 11.1, (b) an exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, (c) payroll withholding
in excess of the amount designated by a Participant in order to adjust for
delays or mistakes in the Company's processing of properly completed withholding
elections, and (d) such other limitations or procedures as deemed advisable by
the Company in the Company's sole discretion that are consistent with the Plan
and in accordance with the requirements of Code Section 423.

9.11 LEAVES OF ABSENCE

      During leaves of absence approved by the Company and meeting the
requirements of the applicable Treasury Regulations promulgated under the Code,
a Participant may elect to continue participation in the Plan by delivering cash
payments to the Company on the Participant's normal paydays equal to the amount
of his or her payroll deduction under the Plan had the Participant not taken a
leave of absence. Currently, the Treasury Regulations provide that a Participant
may continue participation in the Plan only during the first 90 days of a leave
of absence unless the Participant's reemployment rights are guaranteed by
statute or contract.


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               SECTION 10. COMMON STOCK PURCHASED UNDER THE PLAN

10.1 ESPP BROKER

      If the Plan Administrator designates or approves a stock brokerage or
other financial services firm (the "ESPP Broker") to hold shares purchased under
the Plan for the accounts of Participants, the following procedures shall apply.
Promptly following each Purchase Date, the number of shares of Common Stock
purchased by each Participant shall be deposited into an account established in
the Participant's name with the ESPP Broker. Each Participant shall be the
beneficial owner of the Common Stock purchased under the Plan and shall have all
rights of beneficial ownership in such Common Stock. A Participant shall be free
to undertake a disposition of the shares of Common Stock in his or her account
at any time, but, in the absence of such a disposition, the shares of Common
Stock must remain in the Participant's account at the ESPP Broker until the
holding period set forth in Code Section 423 has been satisfied. With respect to
shares of Common Stock for which the holding period set forth above has been
satisfied, the Participant may move those shares of Common Stock to another
brokerage account of the Participant's choosing or request that a stock
certificate be issued and delivered to him or her. Dividends paid in the form of
shares of Common Stock with respect to Common Stock in a Participant's account
shall be credited to such account. A Participant who is not subject to payment
of U.S. income taxes may move his or her shares of Common Stock to another
brokerage account of his or her choosing or request that a stock certificate be
delivered to him or her at any time, without regard to the Code Section 423
holding period.

10.2 NOTICE OF DISPOSITION

      By entering the Plan, each Participant agrees to promptly give the Company
notice of any Common Stock disposed of within the later of one year from the
Purchase Date and two years from the Offering Date for such Common Stock,
showing the number of such shares disposed of and the Purchase Date and Offering
Date for such Common Stock. This notice shall not be required if and so long as
the Company has a designated ESPP Broker.

                 SECTION 11. CHANGES IN WITHHOLDING AMOUNTS AND
                              VOLUNTARY WITHDRAWAL

11.1 CHANGES IN WITHHOLDING AMOUNTS

      (a) Unless the Plan Administrator establishes otherwise for a future
Offering, during a Purchase Period, a Participant may elect to reduce payroll
contributions to any percentage, including 0%, by completing and filing with the
Company an amended Subscription authorizing the reduction of payroll deductions.
The change in rate shall be effective as of the beginning of the next calendar
month following the date of filing the amended Subscription if the amended
Subscription is filed at least ten days prior to such date (the "Change Notice
Date") and, if not, as of the beginning of the next succeeding calendar month.
All payroll deductions accrued by a Participant as of a Change Notice Date shall
continue to be applied toward the purchase of Common Stock on the Purchase Date,
unless a Participant withdraws from the Plan, pursuant to Section 11.2. An
amended Subscription shall remain in effect until the Participant changes such
Subscription in accordance with the terms of the Plan.

      (b) Unless the Plan Administrator determines otherwise for a future
Offering, a Participant may elect to increase or decrease the amount to be
withheld from his or her compensation for future Purchase Periods by filing with
the Company an amended Subscription; provided, however, that notice of such
election must be delivered to the Company at least ten days prior to such
Purchase Period in such form and in accordance with such terms as the Plan
Administrator may establish for an Offering. An


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amended Subscription shall remain in effect until the Participant changes such
Subscription in accordance with the terms of the Plan.

      (c) Notwithstanding the foregoing, to the extent necessary to comply with
Code Section 423 and Section 8.1, a Participant's payroll deductions may be
decreased to 0% during any Purchase Period if the aggregate of all payroll
deductions accumulated with respect to one or more Purchase Periods ending
within the same calendar year exceeds $25,000 of Fair Market Value of the Common
Stock determined as of the first day of an Offering ($21,250 to the extent the
Purchase Price may be 85% of the Fair Market Value of the Common Stock on the
Offering Date of the Offering). Payroll deductions shall re-commence at the rate
provided in such Participant's Subscription at the beginning of the first
Purchase Period that is scheduled to end in the following calendar year, unless
the Participant terminates participation in the Plan or indicates otherwise in
an amended Subscription.

11.2 WITHDRAWAL FROM THE PLAN

      A Participant may voluntarily withdraw from the Plan by completing and
delivering to the Company a written notice of withdrawal on a form provided by
the Company for such purpose. Such notice must be delivered prior to the end of
the Purchase Period for which such withdrawal is to be effective. If a
Participant voluntarily withdraws after the Purchase Date for a Purchase Period
of an Offering, the withdrawal shall not affect Common Stock acquired by the
Participant in any earlier Purchase Periods. A Participant may not resume
participation in the same Offering at any time upon withdrawal from the Plan,
but may participate in any subsequent Offering under the Plan by again
satisfying the definition of Eligible Employee, satisfying any required waiting
period that the Board or the Plan Administrator may impose for re-enrollment,
and re-enrolling in the Plan in accordance with Section 7. The Company may, from
time to time, impose a requirement that the notice of withdrawal be on file with
the Company for a reasonable period prior to the effectiveness of the
Participant's withdrawal.

11.3 RETURN OF PAYROLL DEDUCTIONS

      Upon withdrawal from the Plan pursuant to Section 11.2, the withdrawing
Participant's accumulated payroll deductions that have not been applied to the
purchase of Common Stock shall be returned as soon as practical after the
withdrawal, without the payment of any interest, to the Participant and the
Participant's interest in the Offering shall terminate. Such accumulated payroll
deductions may not be applied to any other Offering under the Plan.

                        SECTION 12. AUTOMATIC WITHDRAWAL

      If the Fair Market Value of the Common Stock on any Purchase Date of an
Offering is less than the Fair Market Value of the Common Stock on the Offering
Date for such Offering, then every Participant shall automatically (a) be
withdrawn from such Offering at the close of such Purchase Date and after the
acquisition of the shares of Common Stock for such Purchase Period and (b) be
enrolled in the Offering commencing on the first business date subsequent to
such Purchase Period, provided the Participant is eligible to participate in the
Plan and has not elected to terminate participation in the Plan pursuant to
Section 11.2.

                     SECTION 13. TERMINATION OF EMPLOYMENT

      Termination of a Participant's employment with the Company for any reason,
including retirement, death or the failure of a Participant to remain an
Eligible Employee, shall immediately terminate the Participant's participation
in the Plan. The payroll deductions credited to the Participant's account since
the last Purchase Date shall, as soon as practical, be returned to the
Participant or, in the


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case of a Participant's death, to the Participant's legal representative or
designated beneficiary as provided in Section 14.2, and all the Participant's
rights under the Plan shall terminate. Interest shall not be paid on sums
returned to a Participant pursuant to this Section 13.

                     SECTION 14. RESTRICTIONS ON ASSIGNMENT

14.1 TRANSFERABILITY

      An Option granted under the Plan shall not be transferable and such Option
shall be exercisable during the Participant's lifetime only by the Participant.
The Company will not recognize, and shall be under no duty to recognize, any
assignment or purported assignment by a Participant of the Participant's
interest in the Plan, of his or her Option or of any rights under his or her
Option.

14.2 BENEFICIARY DESIGNATION

      The Plan Administrator may permit a Participant to designate a beneficiary
who is to receive any shares and cash, if any, from the Participant's account
under the Plan in the event the Participant dies after the Purchase Date for an
Offering but prior to delivery to such Participant of such shares and cash. In
addition, the Plan Administrator may permit a Participant to designate a
beneficiary who is to receive any cash from the Participant's account under the
Plan in the event that the Participant dies before the Purchase Date for an
Offering. Such designation may be changed by the Participant at any time by
written notice to the Company.

            SECTION 15. NO RIGHTS AS SHAREHOLDER UNTIL SHARES ISSUED

      With respect to shares of Common Stock subject to an Option, a Participant
shall not be deemed to be a shareholder of the Company, and he or she shall not
have any of the rights or privileges of a shareholder. A Participant shall have
the rights and privileges of a shareholder of the Company when, but not until, a
certificate or its equivalent has been issued to the Participant for the shares
following exercise of the Participant's Option.

    SECTION 16. LIMITATIONS ON SALE OF COMMON STOCK PURCHASED UNDER THE PLAN

      The Plan is intended to provide Common Stock for investment and not for
resale. The Company does not, however, intend to restrict or influence any
Participant in the conduct of his or her own affairs. A Participant, therefore,
may sell Common Stock purchased under the Plan at any time he or she chooses,
Company policies and any applicable federal and state securities laws. A
Participant assumes the risk of any market fluctuations in the price of the
Common Stock.

                SECTION 17. AMENDMENT OR TERMINATION OF THE PLAN

      (a) The Board may amend the Plan in such respects as it shall deem
advisable; provided, however, that, to the extent required for compliance with
Code Section 423 or any applicable law or regulation, shareholder approval will
be required for any amendment that will (i) increase the total number of shares
as to which Options may be granted under the Plan, (ii) modify the class of
employees eligible to receive Options, or (iii) otherwise require shareholder
approval under any applicable law or regulation; and provided further, that
except as provided in Section 20 and this Section 17, no amendment to the Plan
shall make any change in any Option previously granted that adversely affects
the rights of any Participant.


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      (b) The Plan shall continue in effect for ten years after the date of its
adoption by the Board. Notwithstanding the foregoing, the Board may at any time
and for any reason terminate or suspend the Plan. During any period of
suspension or upon termination of the Plan, no Options shall be granted.

      (c) Except as provided in Section 20, no such termination of the Plan may
affect Options previously granted, except that the Plan or an Offering may be
terminated by the Board on a Purchase Date or by the Board's setting a new
Purchase Date with respect to an Offering and a Purchase Period then in progress
if the Board determines that termination of the Plan and/or the Offering is in
the best interests of the Company and the shareholders or if continuation of the
Plan and/or the Offering would cause the Company to incur adverse accounting
charges as a result of a change after the effective date of the Plan in the
generally accepted accounting rules applicable to the Plan.

                      SECTION 18. NO RIGHTS AS AN EMPLOYEE

      Nothing in the Plan shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of the
Company or a Parent Corporation or Subsidiary Corporation or to affect the right
of the Company or a Parent Corporation or Subsidiary Corporation to terminate
the employment of any person (including any Eligible Employee or Participant) at
any time with or without cause.

                      SECTION 19. EFFECT UPON OTHER PLANS

      The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Parent Corporation or
Subsidiary Corporation. Nothing in the Plan shall be construed to limit the
right of the Company, any Parent Corporation or Subsidiary Corporation to (a)
establish any other forms of incentives or compensation for employees of the
Company, a Parent Corporation or Subsidiary Corporation or (b) grant or assume
options otherwise than under the Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of
options in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation,
firm or association.

                            SECTION 20. ADJUSTMENTS

20.1 ADJUSTMENT OF SHARES

      In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or kind of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock, then (subject to any required action
by the Company's shareholders), the Board or the Committee, in its sole
discretion, shall make such equitable adjustments as it shall deem appropriate
in the circumstances in (i) the maximum number and kind of shares of Common
Stock subject to the Plan as set forth in Section 4, (ii) the number and kind of
securities that are subject to any outstanding Option and the per share price of
such securities and (iii) the maximum number of shares of Common Stock that may
be purchased by a Participant in a Purchase Period. The determination by the
Board or the Committee as to the terms of any of the foregoing adjustments shall
be conclusive and binding. Notwithstanding the foregoing, a merger, asset sale,
dissolution or liquidation of the Company shall not be governed by this Section
20.1 but shall be governed by Sections 20.2 and 20.3, respectively.


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20.2 CORPORATE TRANSACTION

      In the event of a proposed Corporate Transaction, each outstanding Option
shall be assumed or an equivalent option substituted by the successor
corporation or parent thereof (the "Successor Corporation"). In the event that
the Successor Corporation refuses to assume or substitute for the Option, the
Offering then in progress shall be shortened by setting a new Purchase Date. The
new Purchase Date shall be a specified date before the date of the proposed
Corporate Transaction. The Board shall notify each Participant in writing prior
to the new Purchase Date that the Purchase Date for the Participant's Option has
been changed to the new Purchase Date and that the Participant's Option shall be
exercised automatically on the new Purchase Date, unless prior to such date the
Participant has withdrawn from the Plan as provided in Section 11.

20.3 DISSOLUTION OR LIQUIDATION OF THE COMPANY

      In the event of the proposed dissolution or liquidation of the Company,
the Offering then in progress shall be shortened by setting a new Purchase Date
and shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The new
Purchase Date shall be a specified date before the date of the Company's
proposed dissolution or liquidation. The Board shall notify each Participant in
writing, at least ten business days prior to the new Purchase Date, that the
Purchase Date for the Participant's Option has been changed to the new Purchase
Date and that the Participant's Option shall be exercised automatically on the
new Purchase Date, unless prior to such date the Participant has withdrawn from
the Offering or the Plan as provided in Section 11.

20.4 LIMITATIONS

      The grant of Options shall in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

               SECTION 21. REGISTRATION; CERTIFICATES FOR SHARES

      Notwithstanding any other provision of the Plan, the Company shall have no
obligation to issue or deliver any shares of Common Stock under the Plan or make
any other distribution of benefits under the Plan unless such issuance, delivery
or distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act), and the applicable
requirements of any securities exchange or similar entity.

      The Company shall be under no obligation to any Participant to register
for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue certificates for shares with such legends and subject to
such restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

      To the extent that the Plan or any instrument evidencing shares of Common
Stock provides for issuance of stock certificates to reflect the issuance of
such shares, the issuance may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange.


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                           SECTION 22. EFFECTIVE DATE

      The Plan's effective date is the date on which it is approved by the
Company's shareholders, which was January 18, 2000.


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