Paragraph (e) of Section 6 of the 1995 Stock Incentive Plan is amended by addingthe following sentence as the last sentence in the paragraph:          “Notwithstanding the foregoing, an award issued to a consultant to theCompany may be exercised as specifically set forth in such award.”     Paragraph (a) of Section 7 of the 1995 Stock Incentive Plan is restated to readin its entirety as follows:          “(a) Non-discretionary Grants. Notwithstanding anything to the contrarycontained in this Plan, Eligible Directors shall be granted Options(“Director Options”) as follows: (i) immediately prior to the initialpublic offering of shares of Common Stock, each Eligible Director shall begranted 30,000 Director Options to purchase 30,000 shares of Common Stockin the aggregate, subject to vesting as provided in Section 7(d) below,(ii) on the first business day following the annual meeting of shareholdersof the Company to elect directors in 1996, and thereafter on the firstbusiness day following each successive annual meeting of shareholders, solong as Director Options remain available for grant, each person who iselected as a director at that meeting and is an Eligible Director, and eachperson who continues to serve as a director after that meeting, and is anEligible Director, shall be granted 10,000 Director Options to purchase10,000 shares of Common Stock in the aggregate, subject to vesting asprovided in Section 7(d) below, and (iii) on the first business dayfollowing the annual meeting of shareholders to elect directors in 1998,and thereafter on the first business day following each successive annualmeeting of shareholders, so long as Director Options remain available forgrant, each Pre-IPO Director who continues to serve as a director afterthat meeting shall be granted 5,000 Director Options to purchase 5,000shares of Common Stock in the aggregate, subject to vesting as provided inSection 7(d) below. Notwithstanding the foregoing, each person who iselected as a director at any time after the date of the annual meeting ofstockholders and is an Eligible Director shall be granted, on the effectivedate of such election, 10,000 Director Options to purchase 10,000 shares ofCommon Stock in the aggregate, subject to vesting as provided in Section7(d) below, so long as Director Options remain available for grant. SuchDirector Options shall be granted in lieu of the Director Options whichwould otherwise be granted to such Eligible Director on the first businessday following the next annual meeting of the stockholders pursuant to thefirst sentence of this Section 7(a).”     The first sentence of Section 15 of the 1995 Stock Incentive Plan is amended toread in its entirety as follows:          “Nothing contained in the Plan or in any Award granted under the Plan shallconfer upon any Award Owner any right with respect to the continuation ofhis or her employment or consultancy, as applicable, by the Company (or anySubsidiary) or interfere in any way with the right of the Company (or anySubsidiary), subject to the terms of any
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separate employment or consulting agreement to the contrary, at any time toterminate such employment or consultancy, as applicable, or to increase ordecrease the compensation of the Award Owner from the rate in existence atthe time of the grant of an Award.”     The 1995 Stock Incentive Plan is further amended by replacing all occurrences ofthe phrase “Eligible Director” appearing in the 1995 Stock Incentive Plan andthe exhibits thereto with the phrases “Eligible Director and Pre-IPO Director”or “Eligible Director or Pre-IPO Director” as context shall reasonably dictate.
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