aggregate (one share per Option). The maximum number of sharesof Common Stock with respect to which Options may be grantedunder the Plan to any Key Employee shall not exceed 100,000shares during any calendar year.”     The 1995 Stock Incentive Plan is amended by adding the following newparagraph (h) to Section 6 thereof:               “(h) Except as set forth in Section 7, any Directorof the Company shall be granted Awards only if suchperson has been selected for participation and theterms and provisions of such Awards have beendetermined by the Board of Directors. The purchaseprice per share of stock issuable upon the exerciseof an Option granted pursuant to this Section 6(h)shall be the Fair Value on the date that such Optionis granted. Each Award to a Director shall expire onsuch date as the Board of Directors shall determineon the date such Award is granted, but in no eventafter the expiration of ten (10) years from the dateon which such Award is granted, and in all cases eachAward shall be subject to earlier termination asprovided in the Plan.               An Award granted to a Director may be exercised, andpayment shall be made upon exercise of such Award,only to the extent that such Award has vested. Awardsshall vest in accordance with the schedule or termsset forth in the Award agreement executed by theAward Owner and a duly authorized officer of theCompany. The Board of Directors may accelerate thevesting of any Option granted pursuant to thisSection 6(h). Unless otherwise determined by theBoard of Directors, if a Director ceases to serve asa director of the Company, the Options that have beenpreviously granted to that Director pursuant to thisSection 6(h) and that are vested as of the date ofsuch cessation may be exercised by the Director afterthe date such Director ceases to be a director of theCompany or Subsidiary. If a Director dies while adirector of the Company, the Options that have beenpreviously granted to that Director and that arevested as of the date of such death may be exercisedby the administrator of the Director’s estate, or bythe person to whom such Options are transferred bywill or the laws of descent and distribution. In noevent, however, may any Option be exercised after theexpiration date of such Option. Any Option or portionthereof that is not exercised during the applicabletime period specified above shall be deemedterminated at the end of the applicable time periodfor purposes of Section 4 hereof.”
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     Paragraph (a) of Section 7 of the 1995 Stock Incentive Plan is restatedto read in its entirety as follows:               “(a) Non-discretionary Grants. Notwithstandinganything to the contrary contained in this Plan,Eligible Directors shall be granted Options(“Director Options”) as follows: (i) immediatelyprior to the initial public offering of shares ofCommon Stock, each Eligible Director shall be granted30,000 Director Options to purchase 30,000 shares ofCommon Stock in the aggregate, subject to vesting asprovided in Section 7(d) below, (ii) on the firstbusiness day following the annual meeting ofstockholders of the Company to elect directors in1996, and thereafter until the first business dayfollowing the annual meeting of stockholders of theCompany to elect directors in 1998, each EligibleDirector shall be granted 10,000 Director Options topurchase 10,000 shares of Common Stock in theaggregate, subject to vesting as provided in Section7(d) below, and (iii) on the first business dayfollowing the annual meeting of stockholders of theCompany to elect directors in 1999, and thereafter onthe first business day following each successiveannual meeting of stockholders, so long as DirectorOptions remain available for grant, each person whois elected as a director at that meeting and is anEligible Director, and each person who continues toserve as a director after that meeting, and is anEligible Director, shall be granted 5,000 DirectorOptions to purchase 5,000 shares of Common Stock inthe aggregate, subject to vesting as provided inSection 7(d) below, and (iv) on the first businessday following the annual meeting of stockholders toelect directors in 1998, and thereafter on the firstbusiness day following each successive annual meetingof stockholders, so long as Director Options remainavailable for grant, each Pre-IPO Director whocontinues to serve as a director after that meetingshall be granted 5,000 Director Options to purchase5,000 shares of Common Stock in the aggregate,subject to vesting as provided in Section 7(d) below.Notwithstanding the foregoing, each person who iselected as a director at any time after the date ofthe annual meeting of stockholders and is an EligibleDirector shall be granted, on the effective date ofsuch election, 5,000 Director Options to purchase5,000 shares of Common Stock in the aggregate,subject to vesting as provided in Section 7(d) below,so long as Director Options remain available forgrant. Such Director Options shall be granted in lieuof the Director Options which would otherwise begranted to such Eligible Director on the firstbusiness day following
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the next annual meeting of the stockholders pursuantto the first sentence of this Section 7(a).”     The 1995 Stock Incentive Plan is further amended by replacing, exceptto the extent appearing in the foregoing amendments, all occurrences of thephrase “Key Employee” appearing in the 1995 Stock Incentive Plan and theexhibits thereto with the phrases “Key Employee and Director” or “Key Employeeor Director” as the context shall reasonably dictate.
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