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                                                                   EXHIBIT 10.13



                            MINDARROW SYSTEMS, INC.
                           2000 STOCK INCENTIVE PLAN
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

1.   The Plan...............................................................   1

     1.1   Purpose..........................................................   1
     1.2   Administration and Authorization; Power and Procedure............   1
     1.3   Participation....................................................   2
     1.4   Shares Available for Awards; Share Limits........................   2
     1.5   No Transferability; Limited Exception to Transfer Restrictions...   3

2.   Options................................................................   4

     2.1   Option Grants....................................................   4
     2.2   Vesting; Term; Exercise Procedure................................   4
     2.3   Option Price.....................................................   5
     2.4   Limitations on Grant and Terms of Incentive Stock Options........   6
     2.5   Limits on 10% Holders............................................   7
     2.6   Effects of Termination of Employment; Termination of Subsidiary
            Status; Discretionary Provisions................................   7
     2.7   Option Repricing/Cancellation and Regrant/Waiver of
            Restrictions....................................................  10
     2.8   Options in Substitution for Stock Options Granted by Other
            Corporations....................................................  10

3.   Restricted Stock Awards................................................  10

     3.1   Grants...........................................................  10
     3.2   Award Agreement..................................................  10
     3.3   Vesting..........................................................  11
     3.4   Term.............................................................  11
     3.5   Purchase Price...................................................  11
     3.6   Stock Certificates; Fractional Shares............................  11
     3.7   Restrictions.....................................................  12
     3.8   Return to the Corporation........................................  12
     3.9   Other Sections Applicable to Restricted Stock Awards.............  12
     3.10  Waiver of Restrictions...........................................  12

4.   Other Provisions.......................................................  13

     4.1   Rights of Eligible Persons, Participants and Beneficiaries.......  13
     4.2   Adjustments; Acceleration........................................  14
     4.3   Compliance with Laws.............................................  16

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     4.4   Tax Withholding..................................................  18
     4.5   Plan and Award Amendments, Termination and Suspension............  19
     4.6   Privileges of Stock Ownership....................................  19
     4.7   Effective Date of the Plan.......................................  19
     4.8   Term of the Plan.................................................  19
     4.9   Governing Law/Severability.......................................  20
     4.10  Captions.........................................................  20
     4.11  Non-Exclusivity of Plan..........................................  20
     4.12  No Restriction on Corporate Powers...............................  20
     4.13  Other Company Compensation or Benefit Programs...................  20

5.   Definitions............................................................  21

                                       ii
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                            MINDARROW SYSTEMS, INC.
                           2000 STOCK INCENTIVE PLAN

1.  The Plan.
    --------

1.1  Purpose.  The purpose of this Plan is to promote the success of the Company
     -------
     and the interests of its stockholders by attracting, motivating, retaining
     and rewarding certain officers, employees, directors and other eligible
     persons with awards and incentives for high levels of individual
     performance and improved financial performance of the Company. Capitalized
     terms used herein are defined in Section 5.

1.2  Administration and Authorization; Power and Procedure.
     -----------------------------------------------------

     1.2.1  Committee.  This Plan will be administered by and all Awards will be
            ---------
            authorized by the Committee. Action of the Committee with respect to
            its authority under this Plan shall be taken pursuant to a majority
            vote or by unanimous written consent of its members.

     1.2.2  Plan Awards; Interpretation; Powers of Committee.  Subject to the
            ------------------------------------------------
            express provisions of this Plan and any express limitations on the
            delegated authority of a Committee, the Committee will have the
            authority to:

            (a)  determine eligibility and the particular Eligible Persons who
                 will receive Awards;

            (b)  grant Awards to Eligible Persons, determine the price at which
                 securities will be offered or awarded and the amount of
                 securities to be offered or awarded to any of such persons, and
                 determine the other specific terms and conditions of Awards
                 consistent with the express limits of this Plan, establish the
                 installments (if any) in which such Awards will become
                 exercisable or will vest, and the respective consequences
                 thereof, or determine that no delayed exercisability or vesting
                 is required, and establish the events of termination or
                 reversion of such Awards;

            (c)  approve the forms of Award Agreements, which need not be
                 identical either as to type of Award or among Participants;

            (d)  construe and interpret this Plan and any Award or other
                 agreements defining the rights and obligations of the Company
                 and Participants under this Plan, further define the terms used
                 in this Plan, and prescribe, amend and rescind rules and
                 regulations relating to the administration of this Plan;

            (e)  cancel, modify, or waive the Corporation's rights with respect
                 to, or modify, discontinue, suspend, or terminate any or all
                 outstanding Awards held by Eligible Persons, subject to any
                 required consent under Section 4.5;

                                       1
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            (f)  accelerate or extend the exercisability or extend the term of
                 any or all outstanding Awards within the maximum ten-year term
                 of Awards under Sections 2.2.2 and 3.4;

            (g)  determine the duration and purposes of leaves of absence that
                 may be granted to Participants without constituting a
                 termination of their employment for purposes of this Plan; and

            (h)  make all other determinations and take such other action as
                 contemplated by this Plan or as may be necessary or advisable
                 for the administration of this Plan and the effectuation of its
                 purposes.

     1.2.3  Binding Determinations.  Any action taken by, or inaction of, the
            ----------------------
            Corporation, any Subsidiary, the Board or the Committee relating or
            pursuant to this Plan will be within the absolute discretion of that
            entity or body and will be conclusive and binding upon all persons.
            Subject only to compliance with the express provisions hereof, the
            Board and Committee may act in their absolute discretion in matters
            within their authority related to this Plan.

     1.2.4  Reliance on Experts.  In making any determination or in taking or
            -------------------
            not taking any action under this Plan, the Committee or the Board,
            as the case may be, may obtain and may rely upon the advice of
            experts, including employees of and professional advisors to the
            Corporation.

     1.2.5  Delegation. The Committee may delegate ministerial, non-
            ----------
            discretionary functions to individuals who are officers or employees
            of the Company.

     1.2.6  No Liability. No director, officer or agent of the Company will be
            ------------
            liable for any action, omission or decision under the Plan taken,
            made or omitted in good faith.

1.3  Participation. Awards may be granted by the Committee only to those persons
     -------------
     that the Committee determines to be Eligible Persons. An Eligible Person
     who has been granted an Award may, if otherwise eligible, be granted
     additional Awards if the Committee so determines.

1.4  Shares Available for Awards; Share Limits.
     -----------------------------------------

     1.4.1  Shares Available.  Subject to the provisions of Section 4.2, the
            ----------------
            capital stock that may be delivered under this Plan will be shares
            of the Corporation's authorized but unissued Common Stock and any of
            its shares of Common Stock held as treasury shares. The shares may
            be delivered for any lawful consideration.

     1.4.2  Share Limits.  The maximum number of shares of Common Stock that may
            ------------
            be delivered pursuant to Awards granted under this Plan will not
            exceed 1,000,000 shares (the "Share Limit"). The maximum number of
            shares subject to Options that are granted during any calendar year
            to any one individual will be limited to 100,000 shares and the
            maximum individual limit on the number of shares in the aggregate
            subject to all Awards that during any calendar year are granted
            under

                                       2
<PAGE>

            this Plan to any one individual will be 100,000 shares. Each of the
            foregoing numerical limits will be subject to adjustment as
            contemplated by this Section 1.4 and Section 4.2.

     1.4.3  Share Reservation; Replenishment and Reissue of Unvested Awards.
            ---------------------------------------------------------------
            Shares subject to outstanding Awards shall be reserved for issuance.
            No Award may be granted under this Plan unless, on the date of
            grant, the sum of (a) the maximum number of shares of Common Stock
            issuable at any time pursuant to such Award, plus (b) the number of
            shares of Common Stock that have previously been issued pursuant to
            Awards granted under this Plan, other than reacquired shares
            available for reissue consistent with any applicable legal
            limitations, plus (c) the maximum number of shares of Common Stock
            that may be issued at any time after such date of grant pursuant to
            Awards that are outstanding on such date, does not exceed the Share
            Limit. Shares of Common Stock that are subject to or underlie Awards
            that expire or for any reason are canceled or terminated, are
            forfeited, fail to vest, or for any other reason are not paid or
            delivered under this Plan, as well as reacquired shares, will again,
            except to the extent prohibited by law (or the provisions of the
            Code, in the case of Incentive Stock Options) or the terms of this
            Plan, (or, in the case of Incentive Stock Options, the provisions of
            the Internal Revenue Code) be available for subsequent Awards under
            this Plan. Accordingly, shares of Common Stock issued pursuant to
            the terms hereof (including shares of Common Stock offset in
            satisfaction of applicable withholding taxes or the exercise price
            of an Award) in respect of an Award shall reduce on a share-for-
            share basis the number of shares of Common Stock remaining available
            under this Plan and the number of shares remaining subject to the
            Award.

1.5  No Transferability; Limited Exception to Transfer Restrictions.
     --------------------------------------------------------------

     1.5.1  Limit On Exercise and Transfer.  Unless otherwise expressly provided
            ------------------------------
            in (or pursuant to) this Section 1.5, by applicable law and by the
            Award Agreement, as the same may be amended:

            (a)  all Awards are non-transferable and will not be subject in any
                 manner to sale, transfer, anticipation, alienation, assignment,
                 pledge, encumbrance or charge;

            (b)  Awards will be exercised only by the Participant; and

            (c)  amounts payable or shares issuable pursuant to an Award will be
                 delivered only to (or for the account of) the Participant.

            In addition, the shares shall be subject to the restrictions set
            forth in the applicable Award Agreement.

                                       3
<PAGE>

     1.5.2  Further Exceptions to Limits On Transfer. The exercise and transfer
            ----------------------------------------
            restrictions in Section 1.5.1 will not apply to:

            (a) transfers to the Corporation or, with the express written
                approval of the Committee, transfers by gift to "immediate
                family" as that term is defined in SEC Rule 16a-1(e)
                promulgated under the Exchange Act;

           (b)  the designation of a beneficiary to receive benefits if the
                Participant dies or, if the Participant has died, transfers to
                or exercises by the Participant's beneficiary, or, in the
                absence of a validly designated beneficiary, transfers by will
                or the laws of descent and distribution; or

           (c)  if the Participant has suffered a disability, permitted
                transfers or exercises on behalf of the Participant by the
                Participant's duly authorized legal representative.

           Notwithstanding anything else in this Section 1.5.2 to the contrary,
           Incentive Stock Options and Restricted Stock Awards will be subject
           to any and all transfer restrictions under the Code applicable to
           such awards or necessary to maintain the intended tax consequences of
           such Awards.

2.  Options.
    -------

    2.1  Option Grants.
         -------------

         2.1.1  Approval; Number of Shares.  The Committee may grant one or more
                --------------------------
                Options under this Plan to any Eligible Person. Subject to the
                express provisions of this Plan, the Committee will determine
                the number of shares of Common Stock subject to each Option.

         2.1.2  Award Agreement.  Each Option will be evidenced by an Award
                ---------------
                Agreement signed by the Corporation and, to the extent required
                by the Committee, by the Participant and the Participant's
                spouse. The Award Agreement evidencing an Option shall contain
                the terms established by the Committee for that Option, as well
                as any other terms, provisions, or restrictions that the
                Committee may impose on the Option or any shares of Common Stock
                subject to the Option.

         2.1.3  Type of Options.  The Committee will designate each Option
                ---------------
                granted under this Plan as either an Incentive Stock Option or a
                Nonqualified Stock Option and such designation shall be set
                forth in the applicable Award Agreement. Any Option granted
                hereunder that is not designated as an Incentive Stock Option
                will be deemed to be designated a Nonqualified Stock Option
                under this Plan and not an incentive stock option under the
                Code. Incentive Stock Options shall be subject to the provisions
                of Section 2.4 in addition to the provisions hereof applicable
                to Options generally.

                                       4
<PAGE>

     2.2  Vesting; Term; Exercise Procedure.
          ---------------------------------

          2.2.1  Vesting.  An Option may be exercised only to the extent that it
                 -------
                 is vested and exercisable. The Committee will determine the
                 vesting and/or exercisability provisions of each Option, which
                 provisions will be set forth in the applicable Award Agreement.
                 Unless the Committee otherwise expressly provides, no Option
                 will be exercisable or will vest until at least six months
                 after the initial Award Date, and once exercisable an Option
                 will remain exercisable until the expiration or earlier
                 termination of the Option. To the extent required to satisfy
                 applicable securities laws and subject to Section 2.6, no
                 Option (except an Option granted to an officer, director, or
                 consultant of the Company) shall vest and become exercisable at
                 a rate of less than 20% per year over five years after the date
                 the Option is granted.

          2.2.2  Term.  Each Option shall expire not more than 10 years after
                 ----
                 its date of grant. Each Option will be subject to earlier
                 termination as provided in or pursuant to Sections 2.6 or 4.2.
                 Any payment of cash or delivery of stock in payment of or
                 pursuant to an Option may be delayed until a future date if
                 specifically authorized by the Committee in writing and by the
                 Participant.

          2.2.3  Exercise Procedure.  Any exercisable Option will be deemed to
                 ------------------
                 be exercised when the Corporation receives written notice of
                 such exercise from the Participant (on a form and in such
                 manner as may be required by the Committee), together with any
                 required payment made in accordance with Section 2.3.2 and
                 Section 4.4 and any written statement required pursuant to
                 Section 4.3.

          2.2.4  Fractional Shares/Minimum Issue.  Fractional share interests
                 -------------------------------
                 will be disregarded, but may be accumulated. The Committee,
                 however, may determine that cash, other securities, or other
                 property will be paid or transferred in lieu of any fractional
                 share interests. No fewer than 100 shares may be purchased on
                 exercise of any Option at one time unless the number purchased
                 is the total number at the time available for purchase under
                 the Option.

     2.3  Option Price.
          ------------

          2.3.1  Pricing Limits.  Subject to the following provisions of this
                 --------------
                 Section 2.3.1, the Committee will determine the purchase price
                 per share of the Common Stock covered by each Option (the
                 "exercise price" of the Option) at the time of the grant of the
                 Option, which purchase price will be set forth in the
                 applicable Award Agreement. In no case will the exercise price
                 of an Option be less than the greater of:
                                               -------

                 (a)  the par value of the Common Stock;

                 (b)  in the case of a Nonqualified Stock Option and subject to
                      clause (d) below, 85% of Fair Market Value of the Common
                      Stock on the date of grant;

                                       5
<PAGE>

                 (c)  in the case of an Incentive Stock Option and subject to
                      clause (d) below, 100% of the Fair Market Value of the
                      Common Stock on the date of grant; or

                 (d)  in the case of an Option (incentive or nonqualified)
                      granted to a Participant described in Section 2.5, 110% of
                      the Fair Market Value of the Common Stock on the date of
                      grant.

          2.3.2  Payment Provisions.  The Corporation will not be obligated to
                 ------------------
                 deliver certificates for the shares of Common Stock to be
                 purchased on exercise of an Option unless and until it receives
                 full payment of the exercise price therefor, all related
                 withholding obligations under Section 4.4 have been satisfied,
                 and all other conditions to the exercise of the Option set
                 forth herein or in the Award Agreement have been satisfied. The
                 purchase price of any shares of Common Stock purchased on
                 exercise of an Option must be paid in full at the time of each
                 purchase in one or a combination of the following methods:

                 (a)  in cash or by electronic funds transfer;

                 (b)  by certified or cashier's check payable to the order of
                      the Corporation;

                 (c)  by notice and third party payment in such manner as may be
                      authorized by the Committee;

                 (d)  by the delivery of shares of Common Stock already owned by
                      the Participant; provided that the Committee may, in its
                                       --------
                      absolute discretion, limit the Participant's ability to
                      exercise an Option by delivering previously owned shares,
                      and any shares of Common Stock delivered that were
                      initially acquired from the Corporation upon exercise of a
                      stock option or otherwise must have been owned by the
                      Participant at least 6 months as of the date of delivery;
                      or

                 (e)  if authorized by the Committee or specified in the
                      applicable Award Agreement, by a promissory note of the
                      Participant consistent with the requirements of Section
                      1.6.

                 Shares of Common Stock used to satisfy the exercise price of an
                 Option will be valued at their Fair Market Value on the date of
                 exercise.

2.4  Limitations on Grant and Terms of Incentive Stock Options.
     ---------------------------------------------------------

     2.4.1  $100,000 Limit.  To the extent that the aggregate "Fair Market
            --------------
            Value" of stock with respect to which incentive stock options first
            become exercisable by a Participant in any calendar year exceeds
            $100,000, taking into account both Common Stock subject to Incentive
            Stock Options under this Plan and stock subject to incentive stock
            options under all other plans of the Company or any parent
            corporation, such options will be treated as Nonqualified Stock
            Options. For this purpose, the "Fair Market Value" of the stock
            subject to options will be

                                       6
<PAGE>

            determined as of the date the options were awarded. In reducing the
            number of options treated as incentive stock options to meet the
            $100,000 limit, the most recently granted options will be reduced
            (recharacterized as Nonqualified Stock Options) first. To the extent
            a reduction of simultaneously granted options is necessary to meet
            the $100,000 limit, the Committee may, in the manner and to the
            extent permitted by law, designate which shares of Common Stock are
            to be treated as shares acquired pursuant to the exercise of an
            Incentive Stock Option.

     2.4.2  Other Code Limits. Incentive Stock Options may only be granted to
            -----------------
            employees of the Corporation or a Subsidiary that satisfy the other
            eligibility requirements of the Code. Any Award Agreement relating
            to Incentive Stock Options will contain or shall be deemed to
            contain such other terms and conditions as from time to time are
            required in order that the Option be an "incentive stock option" as
            that term is defined in Section 422 of the Code.

     2.4.3  ISO Notice of Sale Requirement. Any Participant who exercises an
            ------------------------------
            Incentive Stock Option shall give prompt written notice to the
            Corporation of any sale or other transfer of the shares of Common
            Stock acquired on such exercise if the sale or other transfer occurs
            (a) within one year after the exercise date of the Option, or (b)
            two years after the grant date of the Option.

2.5  Limits on 10% Holders. No Option may be granted to any person who, at the
     ---------------------
     time the Option is granted, owns (or is deemed to own under Section 424(d)
     of the Code) shares of outstanding stock of the Corporation (or a parent or
     subsidiary of the Corporation) possessing more than 10% of the total
     combined voting power of all classes of stock of the Corporation (or a
     parent or subsidiary of the Corporation), unless the exercise price of such
     Option is at least 110% of the Fair Market Value of the stock subject to
     the Option and, in the case of an Incentive Stock Option grated to such a
     person, such Option by its terms is not exercisable after the expiration of
     five years from the date such Option is granted.

2.6  Effects of Termination of Employment; Termination of Subsidiary Status;
     -----------------------------------------------------------------------
     Discretionary Provisions.
     ------------------------

     2.6.1  Dismissal for Cause. Unless otherwise provided in the Award
            -------------------
            Agreement and subject to earlier termination pursuant to or as
            contemplated by Section 2.2.2 or 4.2, if a Participant's employment
            by or service to the Company is terminated by the Company for Cause,
            the Participant's Option will terminate on the Participant's
            Severance Date, whether or not the Option is then vested and/or
            exercisable.

                                       7
<PAGE>

     2.6.2  Resignation.  Unless otherwise provided in the Award Agreement
            -----------
            (consistent with applicable securities laws) and subject to earlier
            termination pursuant to or as contemplated by Section 2.2.2 or 4.2,
            if a Participant voluntarily terminates his or her employment by or
            service to the Company (other than because of his or her Total
            Disability or Retirement):

            (a)  the Participant will have until the date that is 30 days after
                 the Participant's Severance Date to exercise his or her Option
                 (or portion thereof) to the extent that it was vested and
                 exercisable on the Severance Date;

            (b)  the Option, to the extent not vested and exercisable on the
                 Participant's Severance Date, shall terminate on the Severance
                 Date; and

            (c)  the Option, to the extent exercisable for the 30-day period
                 following the Participant's Severance Date and not exercised
                 during such period, shall terminate at the close of business on
                 the last day of the 30-day period.

     2.6.3  Layoff or Other Involuntary Termination. Unless otherwise provided
            ---------------------------------------
            in the Award Agreement (consistent with applicable securities laws)
            and subject to earlier termination pursuant to or as contemplated by
            Section 2.2.2 or 4.2, if a Participant is laid off or the
            Participant's employment by or service to the Company is otherwise
            terminated at the will of the Company (other than in circumstances
            constituting a termination because of death, Total Disability,
            Retirement, or a termination by the Company for Cause):

            (a)  the Participant will have until the date that is three (3)
                 months after the Participant's Severance Date to exercise his
                 or her Option (or portion thereof) to the extent that it was
                 vested and exercisable on the Severance Date ;

            (b)  the Option, to the extent not vested and exercisable on the
                 Participant's Severance Date, shall terminate on the Severance
                 Date; and

            (c)  the Option, to the extent exercisable for the 3-month period
                 following the Participant's Severance Date and not exercised
                 during such period, shall terminate at the close of business on
                 the last day of the 3-month period.

     2.6.4  Death, Disability, or Retirement. Unless otherwise provided in the
            --------------------------------
            Award Agreement (consistent with applicable securities laws) and
            subject to earlier termination pursuant to or as contemplated by
            Section 2.2.2 or 4.2, if a Participant's employment by or service to
            the Company terminates as a result of the Participant's Total
            Disability, death, or Retirement:

            (a)  the Participant (or his or her Personal Representative or
                 Beneficiary, in the case of the Participant's Total Disability
                 or death, respectively), will have until the date that is 12
                 months after the Participant's Severance Date to

                                       8
<PAGE>

                 exercise the Participant's Option (or portion thereof) to the
                 extent that it was vested and exercisable on the Severance
                 Date;

            (b)  the Option, to the extent not vested and exercisable on the
                 Participant's Severance Date, shall terminate on the Severance
                 Date; and

            (c)  the Option, to the extent exercisable for the 12-month period
                 following the Participant's Severance Date and not exercised
                 during such period, shall terminate at the close of business on
                 the last day of the 12-month period.

     2.6.5  Events Not Deemed a Termination of Employment. Unless Company policy
            ---------------------------------------------
            or the Committee otherwise provides, a Participant's employment or
            service relationship with the Company shall not be considered
            terminated solely due to any sick leave, military leave, or any
            other leave of absence authorized by the Company or the Committee;
            provided that, unless reemployment upon the expiration of such leave
            -------- ----
            is guaranteed by contract or law, such leave is for a period of not
            more than 90 days. In the case of any Eligible Person on an approved
            leave of absence, continued vesting of the Award while on leave from
            the employ of or service with the Company may be suspended until the
            employees returns to service, unless the Committee otherwise
            provides or applicable law otherwise requires. In no event shall an
            Award be exercised after the expiration of the term of the Award set
            forth in the Award Agreement.

     2.6.6  Effect of Change of Subsidiary Status. For purposes of this Plan and
            -------------------------------------
            any Award, if an entity ceases to be a Subsidiary, a termination of
            employment or service will be deemed to have occurred with respect
            to each Eligible Person in respect of such Subsidiary who does not
            continue as an Eligible Person in respect of another entity within
            the Company.

     2.6.7  Committee Discretion. Notwithstanding the foregoing provisions of
            --------------------
            this Section 2.6, in the event of, or in anticipation of, a
            termination of employment or service with the Company for any
            reason, other than a discharge for Cause, the Committee may
            accelerate the vesting and exercisability of all or a portion of the
            Participant's Award, and/or, subject to the provisions of Sections
            2.2.2 and 4.2, extend the exercisability period of the Participant's
            Option upon such terms as the Committee determines and as expressly
            set forth in or by amendment to the Award Agreement.

     2.6.8  Determination of Severance Date.  Notwithstanding the definition of
            -------------------------------
            "Severance Date," the Committee may authorize by express provision
            in or pursuant to an Award an extension of the date of termination
            of the Participant's employment by or services to the Company if the
            Participant's status after grant of the Award changes from one
            category of Eligible Person to another (for example, employee to
            consultant or visa versa), or in other circumstances that the
            Committee deems appropriate).

                                       9
<PAGE>

     2.6.9  Termination of Consulting or Affiliate Services. If the Participant
            -----------------------------------------------
            is not an Eligible Employee or a director of the Corporation, and
            provides services as an Other Eligible Person, the Committee shall
            be the sole judge of whether the Participant continues to render
            services to the Company, unless a written contract or the Award
            Agreement otherwise provides. If, in these circumstances, the
            Company notifies the Participant in writing that a termination of
            the Participant's services to the Company has occurred for purposes
            of this Plan, then (unless the contract or the Award Agreement
            otherwise expressly provides), the Participant's termination of
            services with the Company for purposes of this Plan shall be the
            date which is 10 days after the Company's mailing of the notice or,
            in the case of a termination for Cause, the date of the mailing of
            the notice.

2.7  Option Repricing/Cancellation and Regrant/Waiver of Restrictions.  Subject
     ----------------------------------------------------------------
     to Section 1.4 and Section 4.5 and the specific limitations on Options
     contained in this Plan, the Committee from time to time may authorize,
     generally or in specific cases only, for the benefit of any Eligible
     Person, any adjustment in the exercise price, the vesting schedule, the
     number of shares subject to, or the term of, an Option granted under this
     Plan by cancellation of an outstanding Option and a subsequent regranting
     of the Option, by amendment, by substitution of an outstanding Option, by
     waiver or by other legally valid means. Such amendment or other action may
     result in, among other changes, an exercise price that is higher or lower
     than the exercise price of the original or prior Option, provide for a
     greater or lesser number of shares of Common Stock subject to the Option,
     or provide for a longer or shorter vesting or exercise period.

2.8  Options in Substitution for Stock Options Granted by Other Corporations.
     -----------------------------------------------------------------------
     Options may be granted to Eligible Persons under this Plan in substitution
     for employee stock options granted by other entities, in connection with a
     distribution, merger or reorganization by or with the granting entity or an
     affiliated entity, or the acquisition by the Company, directly or
     indirectly, of all or a substantial part of the stock or assets of the
     employing entity.

3.   Restricted Stock Awards.
     -----------------------

3.1  Grants.  The Committee may grant one or more Restricted Stock Awards to any
     ------
     Eligible Person. Subject to the provisions of this Plan, the Committee will
     determine the number of shares of Common Stock subject to each Restricted
     Stock Award. Each Restricted Stock Award will be evidenced by an Award
     Agreement signed by the Corporation and, to the extent required by the
     Committee, by the Participant and the Participant's spouse. Upon issuance
     of the Restricted Stock Award, the Participant may be required to provide
     such further assurances and documents as the Committee may require to
     enforce the restrictions thereon.

3.2  Award Agreement.  Each Restricted Stock Award Agreement will specify the
     ---------------
     number of shares of Common Stock to be issued to the Participant, the date
     of such issuance, the consideration for such shares (but not less than the
     minimum lawful consideration under applicable state law) to be paid by the
     Participant for the shares, the extent (if any) to which and the time (if
     ever) at which the Participant will be entitled to dividends, voting

                                       10
<PAGE>

     and other rights in respect of the shares prior to vesting, and the
     restrictions (which may be based on performance criteria, passage of time
     or other factors or any combination thereof) imposed on such shares and the
     conditions of release or lapse of such restrictions.

3.3  Vesting.  The restrictions imposed on the shares of Common Stock subject to
     -------
     a Restricted Stock Award will not lapse earlier than twelve months after
     the Award Date, except to the extent the Committee may otherwise provide.
     To the extent required to satisfy applicable securities laws, the
     restrictions imposed on the shares of Common Stock subject to a Restricted
     Stock Award (other than an Award granted to an officer, director, or
     consultant of the Company, which may include more restrictive provisions)
     shall lapse as to such shares, subject to Section 3.8, at a rate of at
     least 33.33% of the shares subject to the Award per year over the three
     years after the date the Award is granted.

3.4  Term.  Any Restricted Stock Award shall either vest or be forfeited not
     ----
     more than 10 years after the date of grant. Each Restricted Stock Award
     will be subject to earlier termination as provided in or pursuant to
     Section 4.2. Any payment of cash or delivery of stock in payment for a
     Restricted Stock Award may be delayed until a future date if specifically
     authorized by the Committee in writing and by the Participant.

3.5  Purchase Price.
     --------------

     3.5.1  Pricing Limits. Subject to the following provisions of this Section
            --------------
            3.5, the Committee will determine the purchase price per share of
            the Common Stock covered by each Restricted Stock Award at the time
            of grant of the Award. In no case will such purchase price be less
            than the greater of:
                     -------
            (a)  85% of the Fair Market Value of the Common Stock on the date of
                 grant, or at the time the purchase is consummated; or

            (b)  100% of the Fair Market Value of the Common Stock on the date
                 of grant, or at the time the purchase is consummated, in the
                 case of any person who owns stock possessing more than 10% of
                 the total combined voting power of all classes of stock of the
                 Corporation, its parent, or a Subsidiary.

     3.5.2  Payment Provisions.  The Corporation will not be obligated to issue
            ------------------
            certificates evidencing shares of Restricted Stock pending the lapse
            of restrictions ("Restricted Shares') unless and until it receives
            full payment of the purchase price therefor and all other conditions
            to the purchase, as determined by the Committee, have been
            satisfied. The purchase price of any Restricted Shares must be paid
            in full at the time of the purchase in one or a combination of the
            methods set forth in clauses (a) through (e) in Section 2.3.2.

3.6  Stock Certificates; Fractional Shares.  Stock certificates evidencing
     -------------------------------------
     Restricted Shares will bear a legend making appropriate reference to the
     restrictions imposed hereunder and will be held by the Corporation or by a
     third party designated by the Committee until the restrictions on such
     shares have lapsed and the shares have vested in accordance with the

                                       11
<PAGE>

     provisions of the Award and Section 3.3 and any related loan has been
     repaid. Fractional share interests will be disregarded, but may be
     accumulated. The Committee, however, may determine that cash, other
     securities, or other property will be paid or transferred in lieu of any
     fractional share interests.

3.7  Restrictions.
     ------------

     3.7.1  Pre-Vesting Restraints. Except as provided in Section 3.1,
            ----------------------
            Restricted Shares comprising any Restricted Stock Award may not be
            sold, assigned, transferred, pledged or otherwise disposed of or
            encumbered, either voluntarily or involuntarily, until the
            restrictions on such shares have lapsed and the shares have become
            vested.

     3.7.2  Dividend and Voting Rights.  Unless otherwise provided in the
            --------------------------
            applicable Award Agreement, a Participant receiving a Restricted
            Stock Award will be entitled to cash dividend and voting rights for
            all Restricted Shares issued even though they are not vested, but
            such rights will terminate immediately as to any Restricted Shares
            which cease to be eligible for vesting.

     3.7.3  Cash Payments. The Award Agreement shall specify whether and to what
            -------------
            extent cash or other property received in respect of Restricted
            Shares must be returned (with or without an earnings factor) if the
            Restricted Shares fail to vest and must be returned to the
            Corporation in accordance with Section 3.8.

3.8  Return to the Corporation.  Unless the Committee otherwise expressly
     -------------------------
     provides, Restricted Shares subject to a Participant's Restricted Stock
     Award that remain subject to restrictions at the time the Participant's
     employment by or service to the Company terminates, or are subject to other
     conditions to vesting that have not been satisfied by the time specified in
     the applicable Award Agreement, will not vest and will be reacquired by the
     Corporation in such manner and on such terms as the Committee provides,
     which terms shall include return or repayment of the lower of the Fair
     Market Value or the original purchase price of the Restricted Shares,
     without interest, to the Participant to the extent not prohibited by law.
     The Restricted Stock Award shall specify any other terms or conditions of
     the repurchase if the Award fails to vest.

3.9  Other Sections Applicable to Restricted Stock Awards .  The provisions of
     -----------------------------------------------------
     Sections 2.6.5 through 2.6.8 are applicable to Restricted Stock Awards as
     well as Options.

3.10 Waiver of Restrictions.  Subject to Section 1.4 and 4.5 and the specific
     ----------------------
     limitations on Restricted Stock Awards contained in this Plan, the
     Committee from time to time may authorize, generally or in specific cases
     only, for the benefit of any Eligible Person, any adjustment in the vesting
     schedule, or the restrictions upon or the term of, a Restricted Stock Award
     granted under this Plan by amendment, by substitution of an outstanding
     Restricted Stock Award, by waiver or by other legally valid means.

                                       12
<PAGE>

4.   Other Provisions.
     ----------------
4.1  Rights of Eligible Persons, Participants and Beneficiaries.
     ----------------------------------------------------------

     4.1.1  Employment Status. Status as an Eligible Person will not be
            -----------------
            construed as a commitment that any Award will be granted under this
            Plan to an Eligible Person or to Eligible Persons generally.

     4.1.2  No Employment/Service Contract. Nothing contained in this Plan (or
            ------------------------------
            in any other documents under this Plan or related to any Award)
            shall confer upon any Eligible Employee or other Participant any
            right to continue in the employ or other service of the Company,
            constitute any contract or agreement of employment or other service
            or affect an employee's status as an employee at will, nor shall
            interfere in any way with the right of the Company to change such
            person's compensation or other benefits, or to terminate his or her
            employment or other service, with or without cause at any time.
            Nothing in this Section 4.1.2, or in Section 4.2.2 or 4.12, however,
            is intended to adversely affect any express independent right of
            such person under a separate employment or service contract. An
            Award Agreement shall not constitute a contract of employment or
            service.

     4.1.3  Plan Not Funded.  Awards payable under this Plan will be payable in
            ---------------
            shares of Common Stock or from the general assets of the
            Corporation, and (except as provided in Section 1.4.3) no special or
            separate reserve, fund or deposit will be made to assure payment of
            such Awards. No Participant, Beneficiary or other person will have
            any right, title or interest in any fund or in any specific asset
            (including shares of Common Stock) of the Company by reason of any
            Award hereunder. Neither the provisions of this Plan (or of any
            related documents), nor the creation or adoption of this Plan, nor
            any action taken pursuant to the provisions of this Plan will
            create, or be construed to create, a trust of any kind or a
            fiduciary relationship between the Company and any Participant,
            Beneficiary or other person. To the extent that a Participant,
            Beneficiary or other person acquires a right to receive payment
            pursuant to any Award hereunder, such right will be no greater than
            the right of any unsecured general creditor of the Company.

     4.1.4  Charter Documents. The Certificate of Incorporation and By-Laws of
            -----------------
            the Corporation, as either of them may lawfully be amended from time
            to time, may provide for additional restrictions and limitations
            with respect to the Common Stock (including additional restrictions
            and limitations on the voting or transfer of Common Stock) or
            priorities, rights and preferences as to securities and interests
            prior in rights to the Common Stock. To the extent that these
            restrictions and limitations are greater than those set forth in
            this Plan or any Award Agreement, such restrictions and limitations
            shall apply to any shares of Common Stock acquired pursuant to the
            exercise of Awards and are incorporated herein by this reference.

                                       13
<PAGE>

4.2  Adjustments; Acceleration.
     -------------------------

     4.2.1  Adjustments.  Upon or in contemplation of any reclassification,
            -----------
            recapitalization, stock split (including a stock split in the form
            of a stock dividend) or reverse stock split; any merger,
            combination, consolidation or other reorganization; any split-up;
            spin-off, or similar extraordinary dividend distribution ("spin-
            off") in respect of the Common Stock (whether in the form of
            securities or property); any exchange of Common Stock or other
            securities of the Corporation, or any similar, unusual or
            extraordinary corporate transaction in respect of the Common Stock;
            or a sale of substantially all the assets of the Corporation as an
            entirety ("asset sale"); then the Committee shall, in such manner,
            to such extent (if any) and at such time as it deems appropriate and
            equitable in the circumstances:

            (a)  proportionately adjust any or all of (1) the number of shares
                 of Common Stock or the number and type of other securities that
                 thereafter may be made the subject of Awards (including the
                 specific maxima and numbers of shares set forth elsewhere in
                 this Plan), (2) the number, amount and type of shares of Common
                 Stock (or other securities or property) subject to any or all
                 outstanding Awards, (3) the grant, purchase, or exercise price
                 of any or all outstanding Awards, or (4) the securities, cash
                 or other property deliverable upon exercise or vesting of any
                 outstanding Awards, or

            (b)  make provision for a settlement by a cash payment or for the
                 substitution or exchange of any or all outstanding Awards for
                 cash, securities or other property (or for other awards) based
                 upon the distribution or consideration payable to holders of
                 the Common Stock upon or in respect of such event.

            The Committee may adopt such valuation methodologies for outstanding
            Awards as it deems reasonable in the event of a cash, securities or
            other property settlement. In the case of Options, but without
            limitation on other methodologies, the Committee may base such
            settlement solely upon the excess (if any) of the amount payable
            upon or in respect of such event over the exercise price of the
            Option to the extent of the then vested and exercisable shares
            subject to the Option. In the case of Restricted Shares, but without
            limiting other methodologies, the Committee may limit the payment to
            either (1) the purchase price previously paid by the Participant, or
            (2) the Fair Market Value of the shares, or (3) the price to be paid
            in the transaction for unrestricted shares.

            The Committee may make adjustments to and/or accelerate the
            exercisability of Options in a manner that disqualifies the Options
            as Incentive Stock Options without the written consent of the Option
            holders affected thereby.

            In any of such events, the Committee may take such action prior to
            such event to the extent that the Committee deems the action
            necessary to permit the Participant to realize the benefits intended
            to be conveyed with respect to the underlying shares in the same
            manner as is or will be available to stockholders generally.

                                       14
<PAGE>

     4.2.2  Acceleration of Awards Upon Change in Control. Subject to Sections
            ---------------------------------------------
            4.2.3 through 4.2.6, unless prior to a Change in Control Event the
            Committee determines that, upon its occurrence, benefits under any
            or all Awards will not accelerate or determines that only certain or
            limited benefits under any or all Awards will be accelerated and the
            extent to which they will be accelerated, and/or establishes a
            different time in respect of such event for such acceleration, then
            upon (or, as may be necessary to effectuate the purposes of this
            acceleration, immediately prior to) the occurrence of a Change in
            Control Event:

            (a)  each Option will become immediately vested and exercisable, and

            (b)  Restricted Stock will immediately vest free of restrictions.

            The Committee may override the limitations on acceleration in this
            Section 4.2.2 by express provision in the Award Agreement and may
            accord any Eligible Person a right to refuse any acceleration,
            whether pursuant to the Award Agreement or otherwise, in such
            circumstances as the Committee may approve. Any acceleration of
            Awards will comply with applicable legal requirements and, if
            necessary to accomplish the purposes of the acceleration or if the
            circumstances otherwise require, may be deemed by the Committee to
            occur (subject to Sections 4.2.4 through 4.2.6) not more than 30
            days before or only upon the consummation of the event. Any
            acceleration of an Incentive Stock Option may disqualify the Option
            as an Incentive Stock Option and does not require the written
            consent of the holder of the Option, whether or not the holder is
            adversely affected thereby.

     4.2.3  Possible Early Termination of Accelerated Awards. Without any
            ------------------------------------------------
            limitation on the Committee's authority under Section 4.2.1, if the
            vesting of any Option under this Plan has been fully accelerated as
            required or permitted by Section 4.2.2 but is not exercised prior to
            (a) a dissolution of the Corporation, (b) an event described in
            Section 4.2.1 that the Corporation does not survive, or (c) the
            consummation of a Change in Control Event approved by the Board, the
            Option shall terminate, subject to any provision that has been
            expressly made by the Board or the Committee for the survival,
            substitution, assumption, exchange or other settlement of the
            Option.

     4.2.4  Possible Rescission of Acceleration. If the vesting of an Award has
            -----------------------------------
            been accelerated in anticipation of an event or upon stockholder
            approval of an event and the Committee or the Board later determines
            that the event will not occur, the Committee may rescind the effect
            of the acceleration as to any then outstanding and unexercised or
            otherwise unvested Awards.

     4.2.5  Pooling Exception. Any discretion with respect to the events
            -----------------
            addressed in this Section 4.2, including any acceleration of
            vesting, shall be limited to the extent required by applicable
            accounting requirements in the case of a transaction intended to be
            accounted for as a pooling of interests transaction.

                                       15
<PAGE>

     4.2.6  Golden Parachute Limitations. Unless otherwise specified in an Award
            ----------------------------
            Agreement or otherwise authorized by the Board in the specific case,
            no vesting of or lapse or restrictions imposed on an Award will be
            accelerated under this Plan to an extent or in a manner that would
            result in payments that are not fully deductible by the Company for
            federal income tax purposes because of Section 280G of the Code. If
            a Participant would be entitled to benefits or payments hereunder
            and under any other plan or program that would constitute "parachute
            payments" as defined in Section 280G of the Code, then the
            Participant may by written notice to the Company designate the order
            in which such parachute payments will be reduced or modified so that
            the Company is not denied any federal income tax deductions for any
            "parachute payments" because of Section 280G of the Code.

4.3  Compliance with Laws.
     --------------------

     4.3.1  General.  This Plan, the granting and vesting of Awards under this
            -------
            Plan, and the offer, issuance and delivery of shares of Common
            Stock, the acceptance of promissory notes and/or the payment of
            money under this Plan or under Awards are subject to compliance with
            all applicable federal and state laws, rules and regulations
            (including but not limited to state and federal securities laws, and
            federal margin requirements) and to such approvals by any listing,
            regulatory or governmental authority as may, in the opinion of
            counsel for the Corporation, be necessary or advisable in connection
            therewith. In addition, any securities delivered under this Plan may
            be subject to any special restrictions that the Committee may
            require to preserve a pooling of interests under generally accepted
            accounting principles. The person acquiring any securities under
            this Plan will, if requested by the Corporation, provide such
            assurances and representations to the Corporation as the Committee
            may deem necessary or desirable to assure compliance with all
            applicable legal and accounting requirements .

     4.3.2  Compliance with Securities Laws.  No Participant shall sell, pledge
            -------------------------------
            or otherwise transfer shares of Common Stock acquired pursuant to an
            Award or any interest in such shares except in accordance with the
            express terms of this Plan and the applicable Award Agreement. Any
            attempted transfer in violation of this Section 4.3 shall be void
            and of no effect. Without in any way limiting the provisions set
            forth above, no Participant shall make any disposition of all or any
            portion of shares of Common Stock acquired or to be acquired
            pursuant to an Award, except in compliance with all applicable
            federal and state securities laws and unless and until:

            (a)  there is then in effect a registration statement under the
                 Securities Act covering such proposed disposition and such
                 disposition is made in accordance with such registration
                 statement; or

            (b)  such disposition is made in accordance with Rule 144 under the
                 Securities Act; or

                                       16
<PAGE>

            (c)  such Participant notifies the Corporation of the proposed
                 disposition and furnishes the Corporation with a statement of
                 the circumstances surrounding the proposed disposition, and, if
                 requested by the Corporation, furnishes to the Corporation an
                 opinion of counsel acceptable to the Corporation's counsel,
                 that such disposition will not require registration under the
                 Securities Act and will be in compliance with all applicable
                 state securities laws.

            Notwithstanding anything else herein to the contrary, the Company
            has no obligation to register the Common Stock or file any
            registration statement under either federal or state securities
            laws, nor does the Company make any representation concerning the
            likelihood of a public offering of the Common Stock or any other
            securities of the Company.

     4.3.3  Share Legends .  All certificates evidencing shares of Common Stock
            --------------
            issued or delivered under this Plan shall bear the following legends
            and/or any other appropriate or required legends under applicable
            laws:

            "OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS
            CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL
            RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS
            WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT,
            TRANSFER, PLEDGE OR OTHER DISPOSITION."

            "THE SHARES ARE SUBJECT TO THE CORPORATION'S RIGHT OF FIRST REFUSAL
            AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE CORPORATION'S
            STOCK INCENTIVE PLAN AND AGREEMENTS WITH THE CORPORATION THEREUNDER,
            COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE OFFICE OF THE
            SECRETARY OF THE CORPORATION."

            "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR
            HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF
            ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A
            REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
            TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE
            ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION
            UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY
            WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS."

                                       17
<PAGE>

     4.3.4  Delivery of Financial Statements. The Corporation shall deliver
            --------------------------------
            annually to Participants such financial statements of the
            Corporation as are required to satisfy applicable securities laws.

     4.3.5  Confidential Information. Any financial or other information
            ------------------------
            relating to the Corporation obtained by Participants in connection
            with or as a result of this Plan or their Awards shall be treated as
            confidential.

4.4  Tax Withholding.
     ---------------

     4.4.1  Tax Withholding.  Upon any exercise, vesting, or payment of any
            ---------------
            Award or upon the disposition of shares of Common Stock acquired
            pursuant to the exercise of an Incentive Stock Option prior to
            satisfaction of the holding period requirements of Section 422 of
            the Code, the Company shall have the right at its option to:

            (a)  require the Participant (or Personal Representative or
                 Beneficiary, as the case may be) to pay or provide for payment
                 of the amount of any taxes which the Company may be required to
                 withhold with respect to such Award event or payment;

            (b)  deduct from any amount payable to the Participant (or Personal
                 Representative or Beneficiary, as the case may be) in cash or
                 equivalent (in respect of an Award or otherwise) the amount of
                 any taxes which the Company may be required to withhold with
                 respect to such Award event or payment; or

            (c)  reduce the number of shares of Common Stock to be delivered by
                 (or otherwise reacquire shares held by the Participant at least
                 6 months) the appropriate number of shares of Common Stock,
                 valued at their then Fair Market Value, to satisfy the minimum
                 withholding obligation.

            The Committee may, in its sole discretion (subject to Section 4.3),
            grant (either at the time of grant of the Award or thereafter) to
            the Participant the right to elect, pursuant to such rules and
            subject to such conditions as the Committee may establish, to have
            the Corporation utilize the withholding offset under clause (c)
            above.

            In no event will the value of shares withheld under (c) above exceed
            the minimum amount of required withholding under applicable law.

     4.4.2  Tax Loans. If so provided in the Award Agreement or otherwise
            ---------
            authorized by the Committee, the Corporation may, to the extent
            permitted by law, authorize a loan to an Eligible Person in the
            amount of any taxes that the Company may be required to withhold
            with respect to shares of Common Stock received (or disposed of, as
            the case may be) pursuant to a transaction described in Section
            4.4.1. Such a loan will be for a term not greater than 12 months and
            at a rate of interest and pursuant to such other terms and
            conditions as the Corporation may

                                       18
<PAGE>

            establish, subject to compliance with applicable law. Such a loan
            need not otherwise comply with the provisions of Section 2.3.3.

4.5  Plan and Award Amendments, Termination and Suspension.
     -----------------------------------------------------

     4.5.1  Board Authorization. The Board may, at any time, terminate or, from
            -------------------
            time to time, amend, modify or suspend this Plan, in whole or in
            part. No Awards may be granted during any suspension of this Plan or
            after termination of this Plan. Unless otherwise expressly provided
            in this Plan or in an applicable Award Agreement, any Award granted
            prior to the termination or suspension of this Plan may extend
            beyond the date of such termination or suspension, and all authority
            of the Committee with respect to Awards hereunder, including the
            authority to amend an Award, will continue during any suspension of
            this Plan and in respect of Awards outstanding upon or following the
            termination of this Plan.

     4.5.2  Stockholder Approval. This Plan and any amendment to this Plan shall
            --------------------
            be subject to stockholder approval to the extent then required under
            Section 422 or 424 of the Code or any other applicable law, or
            deemed necessary or advisable by the Board.

     4.5.3  Amendments to Awards. Without limiting any other express authority
            --------------------
            of the Committee under but subject to the express limits of this
            Plan, the Committee by resolution or otherwise may make changes to
            the terms and conditions of Awards and the Plan.

     4.5.4  Limitations on Amendments to Plan and Awards.  The Board and the
            --------------------------------------------
            Committee may not, without the written consent of the Participant
            affected thereby, amend, terminate or suspend this Plan in any
            manner materially adverse to the Participant's rights or benefits
            under an outstanding Award or amend the Participant's Award in any
            manner materially adverse to the Participant's rights or benefits
            thereunder. Changes contemplated by Section 4.2 or Section 4.5.5 do
            not and will not be deemed to constitute changes or amendments for
            purposes of this Section 4.5.

4.6  Privileges of Stock Ownership.  Except as otherwise expressly authorized by
     -----------------------------
     the Committee or this Plan or in the Award Agreement, a Participant will
     not be entitled to any privilege of stock ownership as to any shares of
     Common Stock not actually delivered to and held of record by the
     Participant. No adjustment will be made for dividends or other rights as a
     stockholder for which a record date is prior to such date of delivery.

4.7  Effective Date of the Plan.  This Plan is effective upon the date of its
     --------------------------
     approval by the Board (the "Effective Date"), subject to approval by the
     stockholders of the Corporation within twelve months after the date of
     Board approval.

4.8  Term of the Plan.  Unless earlier terminated by the Board, this Plan will
     ----------------
     terminate at the close of business on the day before the 10th anniversary
     of the Effective Date.

                                       19
<PAGE>

4.9  Governing Law/Severability.
     --------------------------

     4.9.1  Choice of Law. This Plan, the Awards, all documents evidencing
            -------------
            Awards and all other related documents will be governed by, and
            construed in accordance with, the laws of the state of Delaware.

     4.9.2  Severability. If it is determined that any provision of this Plan or
            ------------
            an Award Agreement is invalid and unenforceable, the remaining
            provisions of this Plan and/or the Award Agreement, as applicable,
            will continue in effect provided that the essential economic terms
            of this Plan and the Award can still be enforced.

4.10 Captions.  Captions and headings are given to the sections and subsections
     --------
     of this Plan solely as a convenience to facilitate reference. Such headings
     will not be deemed in any way material or relevant to the construction or
     interpretation of this Plan or any provision thereof.

4.11 Non-Exclusivity of Plan.  Nothing in this Plan will limit or be deemed to
     -----------------------
     limit the authority of the Board or the Committee to grant awards or
     authorize any other compensation, with or without reference to the Common
     Stock, under any other plan or authority.

4.12 No Restriction on Corporate Powers.  The existence of the Plan, the Award
     ----------------------------------
     Agreements, and the Awards granted hereunder, shall not limit, affect or
     restrict in any way the right or power of the Board or the stockholders of
     the Corporation to make or authorize: (a) any adjustment, recapitalization,
     reorganization or other change in the Corporation's or any Subsidiary's
     capital structure or its business; (b) any merger, amalgamation,
     consolidation or change in the ownership of the Corporation or any
     Subsidiary; (c) any issue of bonds, debentures, capital, preferred or prior
     preference stocks ahead of or affecting the Corporation's capital stock or
     the rights thereof; (d) any dissolution or liquidation of the Corporation
     or any Subsidiary; (e) any sale or transfer of all or any part of the
     Corporation or any Subsidiary's assets or business; or (f) any other
     corporate act or proceeding by the Corporation or any Subsidiary. No
     Participant, Beneficiary or any other person shall have any claim under any
     Award or Award Agreement against any member of the Board or the Committee,
     or the Corporation or any employees, officers or agents of the Corporation
     or any Subsidiary, as a result of any such action.

4.13 Other Company Compensation or Benefit Programs.  Payments and other
     ----------------------------------------------
     benefits received by a Participant under an Award made pursuant to this
     Plan shall not be deemed a part of a Participant's compensation for
     purposes of the determination of benefits under any other employee welfare
     or benefit plans or arrangements, if any, provided by the Corporation or
     any Subsidiary, except where the Committee or the Board expressly otherwise
     provides or authorizes in writing. Awards under this Plan may be made in
     addition to, in combination with, as alternatives to or in payment of
     grants, awards or commitments under any other plans or arrangements of the
     Corporation or any Subsidiary.

                                       20
<PAGE>

5.   Definitions.
     -----------
"Award" means an award of any Option or Restricted Stock, or any combination
thereof, whether alternative or cumulative, authorized by and granted under this
Plan.

"Award Agreement" means any writing, approved by the Committee, setting forth
the terms of an Award that has been duly authorized and approved.

"Award Date" means the date upon which the Committee took the action granting an
Award or such later date as the Committee designates as the Award Date at the
time of the grant of the Award.

"Beneficiary" means the person, persons, trust or trusts designated by a
Participant, or, in the absence of a designation, entitled by will or the laws
of descent and distribution, to receive the benefits specified in the Award
Agreement and under this Plan if the Participant dies, and means the
Participant's executor or administrator if no other Beneficiary is designated
and able to act under the circumstances.

"Board" means the Board of Directors of the Corporation.

"Cause" with respect to a Participant means (unless otherwise expressly provided
in the applicable Award Agreement, or another applicable contract with the
Participant that defines such term for purposes of determining the effect that a
"for cause" termination has on the Participant's stock options and/or restricted
stock awards) a termination of employment or service based upon a finding by the
Company, acting in good faith and based on its reasonable belief at the time,
that the Participant:

     (a)    has been negligent in the discharge of his or her duties to the
            Company, has refused to perform stated or assigned duties or is
            incompetent in or (other than by reason of a disability or analogous
            condition) incapable of performing those duties; or

     (b)    has been dishonest or committed or engaged in an act of theft,
            embezzlement or fraud, a breach of confidentiality, an unauthorized
            disclosure or use of inside information, customer lists, trade
            secrets or other confidential information; or

     (c)    has breached a fiduciary duty, or willfully and materially violated
            any other duty, law, rule, regulation or policy of the Company or an
            affiliate; or has been convicted of, or plead guilty or nolo
            contendere to, a felony or misdemeanor (other than minor traffic
            violations or similar offenses); or

     (d)    has materially breached any of the provisions of any agreement with
            the Company or an affiliated entity; or

     (e)    has engaged in unfair competition with, or otherwise acted
            intentionally in a manner injurious to the reputation, business or
            assets of, the Company or an affiliate; or

                                       21
<PAGE>

     (f)    has improperly induced a vendor or customer to break or terminate
            any contract with the Company or an affiliate or induced a principal
            for whom the Company or an affiliate acts as agent to terminate such
            agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement upon
a contrary final determination by the Committee) on the date on which the
Company first delivers written notice to the Participant of a finding of
termination for Cause.

"Change in Control Event" means any of the following:

     (a)    Approval by the Board and by stockholders of the Corporation (or, if
            no stockholder approval is required, by the Board alone) of the
            dissolution or liquidation of the Corporation, other than in the
            context of a transaction that does not constitute a Change in
            Control Event under clause (b) below;

     (b)    Consummation of a merger, consolidation, or other reorganization,
            with or into, or the sale of all or substantially all of the
            Corporation's business and/or assets as an entirety to, one or more
            entities that are not Subsidiaries or other affiliates of the
            Company (a "Business Combination"), unless (1) as a result of the
                                                ------
            Business Combination, more than 50% of the outstanding voting power
            generally in the election of directors of the surviving or resulting
            entity or a parent thereof (the "Successor Entity") immediately
            after the reorganization are, or will be, owned, directly or
            indirectly, by holders of the Corporation's voting securities
            immediately before the Business Combination; and (2) no "person" (as
            such term is used in Sections 13(d) and 14(d) of the Exchange Act),
            excluding the Successor Entity or an Excluded Person, beneficially
            owns, directly or indirectly, more than 50% of the outstanding
            shares or the combined voting power of the outstanding voting
            securities of the Successor Entity, after giving effect to the
            Business Combination, except to the extent that such ownership
            existed prior to the Business Combination; or

     (c)    Any "person" (as such term is used in Sections 13(d) and 14(d) of
            the Exchange Act) other than an Excluded Person becomes the
            beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
            directly or indirectly, of securities of the Corporation
            representing more than 50% of the combined voting power of the
            Corporation's then outstanding securities entitled to then vote
            generally in the election of directors of the Corporation, other
            than as a result of (1) an acquisition directly from the Company,
            (2) an acquisition by the Company, or (3) an acquisition by an
            entity pursuant to a transaction which is expressly excluded under
            clause (b) above.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Commission" means the Securities and Exchange Commission.

"Committee" means the Board or one or more committees of director(s) appointed
by the Board to administer all or certain aspects of this Plan, each committee
to be comprised solely of one or more directors or such greater number of
directors as may be required under applicable law.

                                       22
<PAGE>

"Common Stock" means the shares of the Corporation's Common Stock, $0.001 par
value, and such other securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an adjustment made under
Section 4.2 of this Plan.

"Company" means the Corporation and its Subsidiaries.

"Corporation" means MindArrow Systems, Inc., a Delaware corporation, and its
successors.

"Eligible Employee" means an officer (whether or not a director) or employee of
the Company.

"Eligible Person" means an Eligible Employee, or any Other Eligible Person,
designated by the Committee in its discretion.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time.

"Excluded Person" means (a) any person described in and satisfying the
conditions of Rule 13d-1(b)(1) under the Exchange Act, (b) the Company, (c) an
employee benefit plan (or related trust) sponsored or maintained by the Company
or the Successor Entity, or (d) any person who is the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of more than 25% of the Common
Stock on the Effective Date (or an affiliate, successor, heir, descendant, or
related party of or to such person).

"Fair Market Value" on any date means:

     (a)    if the stock is listed or admitted to trade on a national securities
            exchange, the closing price of the stock on the Composite Tape, as
            published in the Western Edition of The Wall Street Journal, of the
            principal national securities exchange on which the stock is so
            listed or admitted to trade, on such date, or, if there is no
            trading of the stock on such date, then the closing price of the
            stock as quoted on such Composite Tape on the next preceding date on
            which there was trading in such shares;

     (b)    if the stock is not listed or admitted to trade on a national
            securities exchange, the last/closing price for the stock on such
            date, as furnished by the National Association of Securities
            Dealers, Inc. ("NASD") through the NASDAQ National Market Reporting
            System or a similar organization if the NASD is no longer reporting
            such information;

     (c)    if the stock is not listed or admitted to trade on a national
            securities exchange and is not reported on the National Market
            Reporting System, the mean between the bid and asked price for the
            stock on such date, as furnished by the NASD or a similar
            organization; or

     (d)    if the stock is not listed or admitted to trade on a national
            securities exchange, is not reported on the National Market
            Reporting System and if bid and asked prices for the stock are not
            furnished by the NASD or a similar organization, the value as
            established by the Committee at such time for purposes of this Plan.

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<PAGE>

     Any determination as to fair market value made pursuant to this Plan shall
     be determined without regard to any restriction other than a restriction
     which, by its terms, will never lapse, and shall be conclusive and binding
     on all persons.

"Incentive Stock Option" means an Option that is designated and intended as an
incentive stock option within the meaning of Section 422 of the Code, the award
of which contains such provisions (including but not limited to the receipt of
stockholder approval of this Plan, if the award is made prior to such approval)
and is made under such circumstances and to such persons as may be necessary to
comply with that section.

"Nonqualified Stock Option" means an Option that is not an incentive stock
option within the meaning of Section 442 of the code and includes an Option
designated as a Nonqualified Stock Option and any Option intended as an
Incentive Stock Option that fails to meet the applicable legal requirements
thereof.

"Option" means an option to purchase Common Stock granted under this Plan.  The
Committee will designate any Option granted to an employee of the Corporation or
a Subsidiary as a Nonqualified Stock Option or an Incentive Stock Option.

"Other Eligible Person" means any director of, or any individual consultant or
advisor who renders or has rendered bona fide services (other than services in
                                    ---- ----
connection with the offering or sale of securities of the Company in a capital
raising transaction or as a market maker or promoter of the Company's
securities) to, the Company, and who is selected to participate in this Plan by
the Committee.  An advisor or consultant may be selected as an Other Eligible
Person only if such person's participation in this Plan would not adversely
affect (a) the Corporation's eligibility to rely on the Rule 701 from
registration under the Securities Act for the offering of shares issuable under
this Plan by the Company, or (b) the Corporation's compliance with any other
applicable laws.

"Participant" means an Eligible Person who has been granted and holds an Award
under this Plan.

"Personal Representative" means the person or persons who, upon the disability
or incompetence of a Participant, has acquired on behalf of the Participant, by
legal proceeding or otherwise, the power to exercise the rights or receive
benefits under this Plan by virtue of having become the legal representative of
the Participant.

"Plan" means this MindArrow Systems, Inc. 2000 Stock Incentive Plan, as it may
hereafter be amended from time to time.

"Public Offering Date" means the date the Common Stock is first registered under
the Exchange Act and listed or quoted on a recognized national securities
exchange or in the NASDAQ National Market Quotation System.

"Restricted Shares" or "Restricted Stock" means shares of Common Stock awarded
to a Participant under this Plan, subject to payment of such consideration and
such conditions on vesting (which may include, among others, the passage of
time, specified performance objectives or other factors) and such transfer and
other restrictions as are established in or pursuant to this

                                       24
<PAGE>

Plan and the related Award Agreement, to the extent such remain unvested and
restricted under the terms of the applicable Award Agreement.

"Retirement" means retirement with the consent of the Company or, from active
service as an employee or officer of the Company on or after attaining (a) age
55 with ten or more years of employment with the Company, or (b) age 65.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Severance Date" means (a) in the case of an Award granted to an Eligible
Employee, the date the Eligible Employee's employment by the Company terminates
for any reason whatsoever, (b) in the case of an Award granted to an Other
Eligible Person who is a director of the Corporation, the date the director
ceases to be a director of the Corporation for any reason whatsoever, or (c) in
the case of any other Other Eligible Person, the date the person's services to
the Company terminate for any reason whatsoever.

"Severance Date" means the date the Participant's employment by or services to
the Company terminate (for any reason whatsoever).

"Subsidiary" means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned, directly or
indirectly, by the Corporation.

"Total Disability" means a "total and permanent disability" within the meaning
of Section 22(e)(3) of the Code and, with respect to Awards other than Incentive
Stock Options, such other disabilities, infirmities, afflictions, or conditions
as the Committee may include.

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