<PAGE>


                                                                   Exhibit 10.32


                               REGISTER.COM, INC.
                             STOCK OPTION AGREEMENT


RECITALS

         A. The Board has adopted the Plan for the purpose of retaining the
services of selected Employees, non-employee members of the Board or of the
board of directors of any Parent or Subsidiary and consultants and other
independent advisors who provide services to the Corporation (or any Parent or
Subsidiary).

         B. Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

         C. All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

                  NOW, THEREFORE, it is hereby agreed as follows:

              1. Grant of Option. The Corporation hereby grants to Optionee, as
of the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The option shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

              2. Option Term. This option shall have a maximum term of ten (10)
years measured from the Grant Date and shall accordingly expire at the close of
business on the day immediately preceding the Expiration Date, unless sooner
terminated in accordance with Paragraph 5 or 6.

              3. Limited Transferability. This option shall be neither
transferable nor assignable by Optionee other than to a Beneficiary following
Optionee's death and may be exercised, during Optionee's lifetime, only by
Optionee. However, if this option is designated a Non-Qualified Option in the
Grant Notice, then this option may be assigned in whole or in part during
Optionee's lifetime either as (i) a gift to one or more family members of
Optionee's Immediate Family, to a trust in which Optionee and/or one or more
such family members hold more than fifty percent (50%) of the beneficial
interest or an entity in which more than fifty percent (50%) of the voting
interests are owned by Optionee and/or one or more such family members, or (ii)
pursuant to a domestic relations order. The assigned portion shall be
exercisable only by the person or persons who acquire a proprietary interest in
the option pursuant to such assignment. The terms applicable to the assigned
portion shall be the same as those in effect for this option immediately prior
to such assignment and shall be set forth in such documents issued to the
assignee as the Plan Administrator may deem appropriate.

              4. Vesting and Exercisability. This option shall vest and become
exercisable for the Option Shares in one or more installments as specified in
the Grant Notice. As the option becomes exercisable for such installments, those
installments shall accumulate, and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the
option term under Paragraph 5 or 6.


<PAGE>

              5. Cessation of Service. The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

                  (i) Should Optionee cease to remain in Service for any reason
(other than death, Permanent Disability or Misconduct) while this option is
outstanding, then this option shall remain exercisable until the earlier of (i)
the expiration of the three (3)-month period measured from the date of such
cessation of Service or (ii) the Expiration Date, provided, however that if
Optionee, following a Change in Control, is terminated without Cause, or
Optionee resigns with Good Reason, then this option shall accelerate, vest and
become exercisable in full on the effective date of Optionee's cessation of
Service.

                  (ii) Should Optionee die while holding this option, then
Optionee's Beneficiary shall have the right to exercise this option until the
earlier of (A) the expiration of the twelve (12)-month period measured from the
date of Optionee's death or (B) the Expiration Date.

                  (iii) Should Optionee cease Service by reason of Permanent
Disability while this option is outstanding, then this option shall remain
exercisable until the earlier of (i) the expiration of the twelve (12)-month
period measured from the date of such cessation of Service or (ii) the
Expiration Date.

                  (iv) During the applicable post-Service exercise period, this
option may not be exercised in the aggregate for more than the number of vested
Option Shares for which the option is exercisable on the date of Optionee's
cessation of Service. Upon the expiration of the applicable exercise period or
(if earlier) upon the Expiration Date, this option shall terminate and cease to
be outstanding for any vested Option Shares for which the option has not been
exercised. However, this option shall, immediately upon Optionee's cessation of
Service for any reason, terminate and cease to be outstanding to the extent this
option is not otherwise at that time exercisable for vested shares.

                  (v) Should Optionee's Service be terminated for Misconduct or
should Optionee engage in Misconduct while this option is outstanding, then this
option shall terminate immediately and cease to be outstanding.

         6. Special Acceleration of Option.

              (a) In the event of a Change in Control, this option, to the
extent outstanding at that time but not otherwise fully exercisable, shall
automatically accelerate so that this option shall, immediately prior to the
effective date of the Change in Control, become exercisable for all of the
Option Shares at the time subject to this option and may be exercised for any or
all of those Option Shares as fully-vested shares of Common Stock. Subject to
paragraph 7 hereof, no such acceleration of this option, however, shall occur if
and to the extent: (i) this option is, in connection with the Change in Control,
assumed or otherwise continued in full force and effect by the successor
corporation (or parent thereof) pursuant to the terms of the Change in Control
or (ii) this option is replaced with a cash incentive program of the successor
corporation which preserves the spread existing at the time of the Change in
Control on the Option Shares for which this option is not otherwise at that time
exercisable (the excess of the Fair Market Value of those Option Shares over the
aggregate Exercise Price payable for such shares) and provides for subsequent
pay-out in accordance with the same option exercise schedule set forth in the
Grant Notice.


                                       2
<PAGE>

              (b) Immediately following the consummation of the Change in
Control, this option 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, in which case it will be subject to paragraph 7 hereof.

              (c) If this option is assumed in connection with a Change in
Control, then this option shall be appropriately adjusted, immediately after
such Change in Control, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Change in Control
had the option been exercised immediately prior to such Change in Control, and
appropriate adjustments shall also be made to the Exercise Price, provided the
aggregate Exercise Price shall remain the same. To the extent the holders of
Common Stock receive cash consideration for their Common Stock in consummation
of the Change in Control, the successor corporation may, in connection with the
assumption of this option, substitute one or more shares of its own common stock
with a fair market value equivalent to the cash consideration paid per share of
Common Stock in such Change in Control.

              (d) This Agreement shall not in any way affect the right of the
Corporation 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.

         7. Acceleration When Option is Assumed in a Change in Control. In the
event Optionee, at any time following a Change in Control, is terminated without
Cause, or Optionee resigns with Good Reason, this option shall accelerate, vest
and become exercisable in full on the effective date of Optionee's cessation of
Service.

         8. Adjustment in Option Shares. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

         9. Stockholder Rights. The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.


                                       3
<PAGE>

         10. Manner of Exercising Option. In order to exercise this option with
respect to all or any part of the Option Shares for which this option is at the
time exercisable, Optionee (or any other person or persons exercising the
option) must take the following actions:


            (i) Execute and deliver to the Corporation a Notice of Exercise for
the Option Shares for which the option is exercised.


            (ii) Pay the aggregate Exercise Price for the purchased shares in
one or more of the following forms:

                  (A) cash or check made payable to the Corporation;

                  (B) a promissory note payable to the Corporation, but only to
the extent authorized by the Plan Administrator in accordance with Paragraph 13;

                  (C) shares of Common Stock held by Optionee (or any other
person or persons exercising the option) for the requisite period necessary to
avoid a charge to the Corporation's earnings for financial reporting purposes
and valued at Fair Market Value on the Exercise Date; or

                  (D) through a special sale and remittance procedure pursuant
to which Optionee (or any other person or persons exercising the option) shall
concurrently provide irrevocable instructions (I) to a Corporation-approved
brokerage firm to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price payable for the purchased
shares plus all applicable income and employment taxes required to be withheld
by the Corporation by reason of such exercise and (II) to the Corporation to
deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale.

                           Except to the extent the sale and remittance
                  procedure is utilized in connection with the option exercise,
                  payment of the Exercise Price must accompany the Notice of
                  Exercise delivered to the Corporation in connection with the
                  option exercise.

                (iii) Furnish to the Corporation appropriate documentation that
the person or persons exercising the option (if other than Optionee) have the
right to exercise this option.

                (iv) Make appropriate arrangements with the Corporation (or
Parent or Subsidiary employing or retaining Optionee) for the satisfaction of
all income and employment tax withholding requirements applicable to the option
exercise.

              (b) As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto.


                                       4
<PAGE>

              (c) In no event may this option be exercised for any fractional
shares.

         11. Compliance with Laws and Regulations.

              (a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

              (b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

         12. Successors and Assigns. Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee and Optionee's assigns and Beneficiaries.

         13. Notices. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

         14. Financing. The Plan Administrator may, in its absolute discretion
and without any obligation to do so, permit Optionee to pay the Exercise Price
for the purchased Option Shares by delivering a full-recourse promissory note
payable to the Corporation. The terms of any such promissory note (including the
interest rate, the requirements for collateral and the terms of repayment) shall
be established by the Plan Administrator in its sole discretion.

         15. Construction. This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and except as otherwise provided in this
Agreement, are in all respects limited by and subject to the terms of the Plan.
All decisions of the Plan Administrator with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this option.

         16. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of New York without
resort to that State's conflict-of-laws rules.

         17. Excess Shares. If the Option Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Common Stock which may
without stockholder approval be issued under the Plan, then this option shall be
void with respect to those excess shares, unless stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock issuable
under the Plan is obtained in accordance with the provisions of the Plan.


                                       5
<PAGE>

         18. Additional Terms Applicable to an Incentive Stock Option. In the
event this option is designated an Incentive Stock Option in the Grant Notice,
the following terms and conditions shall also apply to the grant:

              (i) This option shall cease to qualify for favorable tax treatment
as an Incentive Stock Option if (and to the extent) this option is exercised for
one or more Option Shares: (A) more than three (3) months after the date
Optionee ceases to be an Employee for any reason other than death or Permanent
Disability or (B) more than twelve (12) months after the date Optionee ceases to
be an Employee by reason of Permanent Disability.

              (ii) No installment under this option shall qualify for favorable
tax treatment as an Incentive Stock Option if (and to the extent) the aggregate
Fair Market Value (determined at the Grant Date) of the Common Stock for which
such installment first becomes exercisable hereunder would, when added to the
aggregate value (determined as of the respective date or dates of grant) of the
Common Stock or other securities for which this option or any other Incentive
Stock Options granted to Optionee prior to the Grant Date (whether under the
Plan or any other option plan of the Corporation or any Parent or Subsidiary)
first become exercisable during the same calendar year, exceed One Hundred
Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand
Dollar ($100,000) limitation be exceeded in any calendar year, this option shall
nevertheless become exercisable for the excess shares in such calendar year as a
Non-Qualified Option.

              (iii) Should the exercisability of this option be accelerated upon
a Change in Control, then this option shall qualify for favorable tax treatment
as an Incentive Stock Option only to the extent the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which this option first
becomes exercisable in the calendar year in which the Change in Control occurs
does not, when added to the aggregate value (determined as of the respective
date or dates of grant) of the Common Stock or other securities for which this
option or one or more other Incentive Stock Options granted to Optionee prior to
the Grant Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable during the
same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the
aggregate. Should the applicable One Hundred Thousand Dollar ($100,000)
limitation be exceeded in the calendar year of such Change in Control, the
option may nevertheless be exercised for the excess shares in such calendar year
as a Non-Qualified Option.

              (iv) Should Optionee hold, in addition to this option, one or more
other options to purchase Common Stock which become exercisable for the first
time in the same calendar year as this option, then the foregoing limitations on
the exercisability of such options as Incentive Stock Options shall be applied
on the basis of the order in which such options are granted.


                                       6
<PAGE>

        19. Leave of Absence. The following provisions shall apply upon the
Optionee's commencement of an authorized leave of absence:

              (i) The exercise schedule in effect under the Grant Notice shall
be frozen as of the first day of the authorized leave, and this option shall not
become exercisable for any additional installments of the Option Shares during
the period Optionee remains on such leave.

              (ii) Should Optionee resume active Employee status within sixty
(60) days after the start date of the authorized leave, Optionee shall, for
purposes of the exercise schedule set forth in the Grant Notice, receive Service
credit for the entire period of such leave. If Optionee does not resume active
Employee status within such sixty (60)-day period, then no Service credit shall
be given for the period of such leave.

              (iii) If this option is designated as an Incentive Stock Option in
the Grant Notice, then the following additional provision shall apply:

                            (A) If the leave of absence continues for more than
              ninety (90) days, then this option shall automatically convert to
              a Non-Qualified Option at the end of the three (3)-month period
              measured from the ninety-first (91st) day of such leave, unless
              Optionee's reemployment rights are guaranteed by statute or by
              written agreement. Following any such conversion of this option,
              all subsequent exercises of this option, whether effected before
              or after Optionee's return to active Employee status, shall result
              in an immediate taxable event, and the Corporation shall be
              required to collect from Optionee the income and employment
              withholding taxes applicable to such exercise.

              (iv) In no event shall this option become exercisable for any
additional Option Shares or otherwise remain outstanding if Optionee does not
resume Employee status prior to the Expiration Date of the option term.

         20. No Right to Employment. Nothing in this Agreement or the Plan shall
confer upon Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's Service at any time for any reason, with or without cause.


                                       7
<PAGE>

                                    EXHIBIT I

                               NOTICE OF EXERCISE

         I hereby notify Register.com, Inc. (the "Corporation") that I elect to
purchase _________ shares of the Corporation's Common Stock (the "Purchased
Shares") at the option exercise price of $_____ per share (the "Exercise Price")
pursuant to that certain option (the "Option") granted to me under the
Corporation's 2000 Stock Incentive Plan on __________________.

         Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price.


--------------------------------------
Date


                                          --------------------------------------
                                          Optionee

                                          Address:
                                                  ------------------------------


                                          --------------------------------------
Print name in exact manner it is to
appear on the stock certificate:
                                          --------------------------------------
Address to which certificate is to be
sent, if different from address above:
                                          --------------------------------------
Social Security Number:
Employee Number
                                          --------------------------------------


<PAGE>


                                    APPENDIX

       The following definitions shall be in effect under the Agreement:

         A. Agreement or Option Agreement shall mean this Stock Option
Agreement.

         B. Beneficiary shall mean, in the event the Plan Administrator
implements a beneficiary designation procedure, the person designated by
Optionee, pursuant to such procedure, to succeed to Optionee's rights under the
option evidenced by this Agreement to the extent the option is held by Optionee
at the time of death. In the absence of such designation or procedure, the
Beneficiary shall be the personal representative of the estate of Optionee or
the person or persons to whom the option is transferred by will or the laws of
descent and distribution.

         C. Board shall mean the Corporation's Board of Directors.

         D. Cause shall have the meaning set forth in paragraph 8 of the Letter
Agreement.

         E. Change in Control shall mean, notwithstanding any definition of such
term contained in the Plan, the occurrence of any of the following events:

              (a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
either (x) the then outstanding shares of Common Stock of the Corporation (the
"Outstanding Common Stock") or (y) the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (i), the following acquisitions
shall not constitute a Change in Control: (A) any acquisition directly from the
Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation, or (D) any
acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of paragraph (iii) below; or

              (b) Individuals who, as of the date of this Agreement (the
"Effective Date"), constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Corporation's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or


                                       A-1
<PAGE>

              (c) Consummation of a reorganization, merger, consolidation, sale
or other disposition of all or substantially all of the assets of the
Corporation or an acquisition of the assets of another entity (a "Business
Combination"), in each case, unless, following such Business Combination, (A)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock and Outstanding Voting
Securities immediately prior to consummation of such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of Common Stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors (or other governing body, if applicable), as the case may be, of the
entity resulting from such Business Combination (including, without limitation,
an entity which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to the consummation of such Business Combination of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust)) beneficially owns, directly or indirectly, 50% or more of,
respectively, the then outstanding shares of common stock of the entity
resulting from such Business Combination or of the combined voting power of the
then outstanding voting securities of such entity, except to the extent that
such ownership existed prior to the consummation of the Business Combination,
and (C) at least a majority of the members of the board of directors (or other
governing body, if applicable) of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

              (d) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.

         F. Code shall mean the Internal Revenue Code of 1986, as amended.

         G. Common Stock shall mean the Corporation's common stock.

         H. Corporation or Company shall mean Register.com, Inc., a Delaware
corporation.

         I. Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

         J. Exercise Date shall mean the date on which the option shall have
been exercised in accordance with Paragraph 9 of the Agreement.

         K. Exercise Price shall mean the exercise price per share as specified
in the Grant Notice.

         L. Expiration Date shall mean the date on which the option expires as
specified in the Grant Notice.



                                       A-2
<PAGE>

         M. Fair Market Value per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

              (i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as the price is reported by
the National Association of Securities Dealers on the Nasdaq National Market or
any successor system. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

              (ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange determined
by the Plan Administrator to be the primary market for the Common Stock, as such
price is officially quoted in the composite tape of transactions on such
exchange. If there is no closing selling price for the Common Stock on the date
in question, then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.

         N. Good Reason shall have the meaning set forth in paragraph 9 of the
Letter Agreement.

         O. Grant Date shall mean the effective date of grant of the option as
specified in the Grant Notice.

         P. Grant Notice shall mean the Notice of Grant of Stock Options
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

         Q. Immediate Family of Optionee shall mean Optionee's child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships.

         R. Incentive Option or Incentive Stock Option shall mean an option
which satisfies the requirements of Code Section 422.

         S. Letter Agreement shall mean the Letter Agreement of Employment,
dated as of June 11, 2002 between the Corporation and Jonathan Stern.

         T. Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by
Optionee of confidential information or trade secrets of the Corporation (or any
Parent or Subsidiary), or any intentional wrongdoing by Optionee, whether by
omission or commission, which adversely affects the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing
definition shall not limit the grounds for the dismissal or discharge of
Optionee or any other individual in the Service of the Corporation (or any
Parent or Subsidiary).


                                       A-3
<PAGE>

         U. Non-Qualified Option or Non-Statutory Option shall mean an option
not intended to satisfy the requirements of Code Section 422.

         V. Notice of Exercise shall mean the notice of exercise in the form
attached hereto as Exhibit I.

         W. Option Shares shall mean the number of shares of Common Stock
subject to the option as specified in the Grant Notice.

         X. Optionee shall mean the person to whom the option is granted as
specified in the Grant Notice.

         Y. Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

         Z. Permanent Disability shall mean the inability of Optionee to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which is expected to result in death or has lasted
or can be expected to last for a continuous period of twelve (12) months or
more.

         AA. Plan or Stock Option Plan shall mean the Corporation's 2000 Stock
Incentive Plan, as amended.

         BB. Plan Administrator shall mean either the Board or a committee of
the Board acting in its administrative capacity under the Plan.

         CC. Service shall mean Optionee's performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor.

         DD. Stock Exchange shall mean the American Stock Exchange or the New
York Stock Exchange.

         EE. Subsidiary shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.


                                       A-4