<PAGE>

                                                                    EXHIBIT 10.1

                               NETEZZA CORPORATION

                            2000 STOCK INCENTIVE PLAN

1. Purpose

     The purpose of this 2000 Stock Incentive Plan (the "Plan") of Netezza
Corporation, a Delaware corporation (the "Company"), is to advance the interests
of the Company's stockholders by enhancing the Company's ability to attract,
retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing such persons with equity ownership
opportunities and performance-based incentives and thereby better aligning the
interests of such persons with those of the Company's stockholders. Except where
the context otherwise requires, the term "Company" shall include any of the
Company's present or future parent or subsidiary corporations as defined in
Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a significant interest, as determined by the Board of
Directors of the Company (the "Board").

2. Eligibility

     All of the Company's employees, officers, directors, consultants, advisors
and business partners (including without limitation any entity with which the
Company has a contractual business relationship) are eligible to be granted
options, restricted stock awards, warrants or other stock-based awards (each, an
"Award") under the Plan. Each person who has been granted an Award under the
Plan shall be deemed a "Participant."

3. Administration and Delegation

     (a) Administration by Board of Directors. The Plan will be administered by
the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the
Plan as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

     (b) Appointment of Committees. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.

<PAGE>

4. Stock Available for Awards. Subject to adjustment under Section 9, Awards may
be made under the Plan for up to 31,442,917 shares of common stock, $.001 par
value per share, of the Company (the "Common Stock"). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part (including as the result of shares of Common Stock
subject to such Award being repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right) or results in any Common Stock
not being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options (as hereinafter defined), to any limitations under
the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares. At no time while there is any
Option (as defined below) outstanding and held by a Participant who was a
resident of the State of California on the date of grant of such Option, shall
the total number of shares of Common Stock issuable upon exercise of all
outstanding options and the total number of shares provided for under any stock
bonus or similar plan of the Company exceed the applicable percentage as
calculated in accordance with the conditions and exclusions of Section
260.140.45 of the California Code of Regulations, based on the shares of the
Company which are outstanding at the time the calculation is made.

5. Stock Options

     (a) General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

     (b) Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

     (c) Exercise Price. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

     (d) Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement.

     (e) Exercise of Option. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form
of notice (including electronic notice) approved by the Board together with
payment in full as specified in Section 5(f) for the number of shares for which
the Option is exercised.


                                      -2-

<PAGE>

     (f) Payment Upon Exercise. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as the Board may, in its sole discretion, otherwise provide
in an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price and any required tax withholding or
(ii) delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price and any required
tax withholding;

          (3) when the Common Stock is registered under the Securities Exchange
Act of 1934 (the "Exchange Act"), by delivery of shares of Common Stock owned by
the Participant valued at their fair market value as determined by (or in a
manner approved by) the Board in good faith ("Fair Market Value"), provided (i)
such method of payment is then permitted under applicable law and (ii) such
Common Stock, if acquired directly from the Company, was owned by the
Participant at least six months prior to such delivery;

          (4) to the extent permitted by the Board, in its sole discretion by
(i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

          (5) by any combination of the above permitted forms of payment.

     (g) Substitute Options. In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Options in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5 or in Section 2.

6. Warrants

     (a) General. The Board may grant warrants to purchase Common Stock (each, a
"Warrant") and determine the number of shares of Common Stock to be covered by
each Warrant, the exercise price of each Warrant and the conditions and
limitations applicable to the exercise of each Warrant, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.

     (b) Exercise Price. The Board shall establish the exercise price at the
time each Warrant is granted and specify it in the applicable warrant agreement.


                                      -3-

<PAGE>

     (c) Duration of Warrants. Each Warrant shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable warrant agreement.

     (d) Exercise of Warrant. Warrants may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in the applicable warrant agreement
for the number of shares for which the Warrant is exercised.

     (e) Payment Upon Exercise. Common Stock purchased upon the exercise of a
Warrant granted under the Plan shall be paid for in the manner specified in the
applicable warrant agreement.

7. Restricted Stock

     (a) Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b) Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.

     (c) Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a
manner determined by the Board, by a Participant to receive amounts due or
exercise rights of the Participant in the event of the Participant's death (the
"Designated Beneficiary"). In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

8. Other Stock-Based Awards

     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.


                                      -4-

<PAGE>

9. Adjustments for Changes in Common Stock and Certain Other Events

     (a) Changes in Capitalization. In the event of a stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification
of shares, spin-off or other similar change in capitalization or event, or any
other distribution to holders of Common Stock other than a normal cash dividend,
(i) the number and class of securities available under this Plan, (ii) the
number and class of securities and exercise price per share subject to each
outstanding Option and Warrant, (iii) the repurchase price per share subject to
each outstanding Restricted Stock Award, and (iv) the terms of each other
outstanding Award shall be appropriately adjusted by the Company (or substituted
Awards may be made, if applicable) to the extent the Board shall determine, in
good faith, that such an adjustment (or substitution) is necessary and
appropriate. If this Section 9(a) applies and Section 9(c) also applies to any
event, Section 9(c) shall be applicable to such event, and this Section 9(a)
shall not be applicable.

     (b) Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall, upon written notice to the
Participants, provide that all then unexercised Options and Warrants will (i)
become exercisable in full as of a specified time at least 10 business days
prior to the effective date of such liquidation or dissolution and (ii)
terminate effective upon such liquidation or dissolution, except to the extent
exercised before such effective date. The Board may specify the effect of a
liquidation or dissolution on any Restricted Stock Award or other Award granted
under the Plan at the time of the grant of such Award.

     (c) Reorganization Events

          (1) Definition. A "Reorganization Event" shall mean: (a) any merger or
consolidation of the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property or (b) any exchange of shares of the Company for
cash, securities or other property pursuant to a share exchange transaction.

          (2) Consequences of a Reorganization Event on Options. Upon the
occurrence of a Reorganization Event, or the execution by the Company of any
agreement with respect to a Reorganization Event, the Board shall provide that
all outstanding Options and Warrants shall be assumed, or equivalent options or
warrants shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof). For purposes hereof, an Option or Warrant shall be
considered to be assumed if, following consummation of the Reorganization Event,
the Option or Warrant confers the right to purchase, for each share of Common
Stock subject to the Option or Warrant immediately prior to the consummation of
the Reorganization Event, the consideration (whether cash, securities or other
property) received as a result of the Reorganization Event by holders of Common
Stock for each share of Common Stock held immediately prior to the consummation
of the Reorganization Event (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding


                                      -5-

<PAGE>

corporation (or an affiliate thereof), the Company may, with the consent of the
acquiring or succeeding corporation, provide for the consideration to be
received upon the exercise of Options and Warrants to consist solely of common
stock of the acquiring or succeeding corporation (or an affiliate thereof)
equivalent in fair market value to the per share consideration received by
holders of outstanding shares of Common Stock as a result of the Reorganization
Event.

     Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options and Warrants, then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options and Warrants will become
exercisable in full as of a specified time prior to the Reorganization Event and
will terminate immediately prior to the consummation of such Reorganization
Event, except to the extent exercised by the Participants before the
consummation of such Reorganization Event; provided, however, that in the event
of a Reorganization Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share of Common Stock
surrendered pursuant to such Reorganization Event (the "Acquisition Price"),
then the Board may instead provide that all outstanding Options and Warrants
shall terminate upon consummation of such Reorganization Event and that each
Participant shall receive, in exchange therefor, a cash payment equal to the
amount (if any) by which (A) the Acquisition Price multiplied by the number of
shares of Common Stock subject to such outstanding Options or Warrants (whether
or not then exercisable), exceeds (B) the aggregate exercise price of such
Options or Warrants. To the extent all or any portion of an Option or Warrant
becomes exercisable solely as a result of the first sentence of this paragraph,
upon exercise of such Option or Warrant the Participant shall receive shares
subject to a right of repurchase by the Company or its successor at the Option
or Warrant exercise price. Such repurchase right (1) shall lapse at the same
rate as the Option or Warrant would have become exercisable under its terms and
(2) shall not apply to any shares subject to the Option or Warrant that were
exercisable under its terms without regard to the first sentence of this
paragraph.

     If any Option or Warrant provides that it may be exercised for shares of
Common Stock which remain subject to a repurchase right in favor of the Company,
upon the occurrence of a Reorganization Event, any shares of restricted stock
received upon exercise of such Option or Warrant shall be treated in accordance
with Section 9(c)(3) as if they were Restricted Stock Awards.

          (3) Consequences of a Reorganization Event on Restricted Stock Awards.
Upon the occurrence of a Reorganization Event, the repurchase and other rights
of the Company under each outstanding Restricted Stock Award shall inure to the
benefit of the Company's successor and shall apply to the cash, securities or
other property which the Common Stock was converted into or exchanged for
pursuant to such Reorganization Event in the same manner and to the same extent
as they applied to the Common Stock subject to such Restricted Stock Award.

          (4) Consequences of a Reorganization Event on Other Awards. The Board
shall specify the effect of a Reorganization Event on any other Award granted
under the Plan at the time of the grant of such Award.


                                      -6-

<PAGE>

10. General Provisions Applicable to Awards

     (a) Transferability of Awards. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b) Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

     (c) Board Discretion. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d) Termination of Status. The Board shall determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e) Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value; provided, however, that the
total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company's minimum statutory withholding obligations (based on
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable
income). The Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.

     (f) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     (g) Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares


                                      -7-

<PAGE>

previously delivered under the Plan until (i) all conditions of the Award have
been met or removed to the satisfaction of the Company, (ii) in the opinion of
the Company's counsel, all other legal matters in connection with the issuance
and delivery of such shares have been satisfied, including any applicable
securities laws and any applicable stock exchange or stock market rules and
regulations, and (iii) the Participant has executed and delivered to the Company
such representations or agreements as the Company may consider appropriate to
satisfy the requirements of any applicable laws, rules or regulations.

11. Miscellaneous

     (a) No Right To Employment or Other Status. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c) Effective Date and Term of Plan. The Plan shall become effective on the
date on which it is adopted by the Board. No Awards shall be granted under the
Plan after the completion of ten years from the earlier of (i) the date on which
the Plan was adopted by the Board or (ii) the date the Plan was approved by the
Company's stockholders, but Awards previously granted may extend beyond that
date.

     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

     (e) Authorization of Sub-Plans. The Board may from time to time establish
one or more sub-plans under the Plan for purposes of satisfying applicable blue
sky, securities or tax laws of various jurisdictions. The Board shall establish
such sub-plans by adopting supplements to this Plan containing (i) such
limitations on the Board's discretion under the Plan as the Board deems
necessary or desirable or (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable. All supplements adopted by the Board shall be deemed to be part of
the Plan, but each supplement shall apply


                                      -8-

<PAGE>

only to Participants within the affected jurisdiction and the Company shall not
be required to provide copies of any supplement to Participants in any
jurisdiction which is not the subject of such supplement.

     (f) Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.

                                                As amended through November 2006


                                      -9-

<PAGE>

                               NETEZZA CORPORATION

                            2000 STOCK INCENTIVE PLAN

                              CALIFORNIA SUPPLEMENT

     Pursuant to Section 11(e) of the Plan, the Board has adopted this
supplement for purposes of satisfying the requirements of Section 25102(o) of
the California Corporations Code:

     Any Awards granted under the Plan to a Participant who is a resident of the
State of California on the date of grant (a "California Participant") shall be
subject to the following additional limitations, terms and conditions:

1. Additional Limitations on Options.

     (a) Minimum Vesting Rate. Except in the case of Options granted to
California Participants who are officers, directors, consultants or advisors of
the Company or its affiliates (which Options may become exercisable at whatever
rate is determined by the Board), Options granted to California Participants
shall become exercisable at a rate of no less than 20% per year over five years
from the date of grant; provided, that, such Options may be subject to such
reasonable forfeiture conditions as the Board may choose to impose and which are
not inconsistent with Section 260.140.41 of the California Code of Regulations.

     (b) Minimum Exercise Price. The exercise price of Options granted to
California Participants may not be less than 85% of the Fair Market Value of the
Common Stock on the date of grant in the case of a Nonstatutory Stock Option or
less than 100% of the Fair Market Value of the Common Stock on the date of grant
in the case of an Incentive Stock Option; provided, however, that if the
California Participant is a person who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or its
parent or subsidiary corporations, the exercise price shall be not less than
110% of the Fair Market Value of the Common Stock on the date of grant.

     (c) Maximum Duration of Options. No Options granted to California
Participants will be granted for a term in excess of 10 years.

     (d) Minimum Exercise Period Following Termination. Unless a California
Participant's employment is terminated for cause (as defined in any contract of
employment between the Company and such Participant, or if none, in the
instrument evidencing the grant of such Participant's Option), in the event of
termination of employment of such Participant, he or she shall have the right to
exercise an Option, to the extent that he or she was otherwise entitled to
exercise such Option on the date employment terminated, as follows: (i) at least
six months from the date of termination, if termination was caused by such
Participant's death or "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) and (ii) at least 30 days from the date of
termination, if termination was caused other than by such


                                       S-1

<PAGE>

Participant's death or "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code).

     (e) Limitation on Repurchase Rights. If an Option granted to a California
Participant gives the Company the right to repurchase shares of Common Stock
issued pursuant to the Plan upon termination of employment of such Participant,
the terms of such repurchase right must comply with Section 260.140.41(k) of the
California Code of Regulations.

2. Additional Limitations for Restricted Stock Awards.

     (a) Minimum Purchase Price. The purchase price for a Restricted Stock Award
granted to a California Participant shall be not less than 85% of the Fair
Market Value of the Common Stock at the time such Participant is granted the
right to purchase shares under the Plan or at the time the purchase is
consummated; provided, however, that if such Participant is a person who owns
stock possessing more than 10% of the total combined voting power or value of
all classes of stock of the Company or its parent or subsidiary corporations,
the purchase price shall be not less than 100% of the Fair Market Value of the
Common Stock at the time such Participant is granted the right to purchase
shares under the Plan or at the time the purchase is consummated.

     (b) Limitation of Repurchase Rights. If a Restricted Stock Award granted to
a California Participant gives the Company the right to repurchase shares of
Common Stock issued pursuant to the Plan upon termination of employment of such
Participant, the terms of such repurchase right must comply with Section
260.140.42(h) of the California Code of Regulations.

3. Additional Limitations for Other Stock-Based Awards. The terms of all Awards
granted to a California Participant under Section 8 of the Plan shall comply, to
the extent applicable, with Section 260.140.41 or Section 260.140.42 of the
California Code of Regulations.

4. Additional Limitations on Transferability of Awards. Except as provided in
the next sentence, Awards granted to California Participants shall not be sold,
assigned, transferred, pledged or otherwise encumbered by the person to whom
they are granted, either voluntarily or by operation of law, except by will or
the laws of descent and distribution, and, during the life of such Participant,
shall be exercisable only by such Participant. Notwithstanding the foregoing,
the Board may, in the case of Nonstatutory Stock Options, allow them to be
transferred to an inter vivos or testamentary trust in which the Options are to
be passed to beneficiaries upon the death of the trustor (settlor) or by gift to
"immediate family" as that term is defined in Rule 16a-1(e) under the Exchange
Act.

5. Additional Requirement to Provide Information to California Participants. The
Company shall provide to each California Participant and to each California
Participant who acquires Common Stock pursuant to the Plan, not less frequently
than annually, copies of annual financial statements (which need not be
audited). The Company shall not be required to provide such statements to key
employees whose duties in connection with the Company assure their access to
equivalent information.


                                       S-2

<PAGE>

6. Additional Limitations on Timing of Awards. No Award granted to a California
Participant shall become exercisable, vested or realizable, as applicable to
such Award, unless the Plan has been approved by the Company's stockholders
within 12 months before or after the date the Plan was adopted by the Board.

7. Additional Limitations Relating to Definition of Fair Market Value. For
purposes of Section 1(b) and 2(a) of this supplement, "Fair Market Value" shall
be determined in a manner not inconsistent with Section 260.140.50 of the
California Code of Regulations.


                                       S-3