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                                                                   EXHIBIT 10.18


                              KPMG CONSULTING, INC.


                          2000 LONG-TERM INCENTIVE PLAN

                      (AS AMENDED THROUGH JANUARY 17, 2001)



                                 I. INTRODUCTION

         1.1  PURPOSES. The purposes of the 2000 Long-Term Incentive Plan (this
"Plan") of KPMG Consulting, Inc., a Delaware corporation (the "Company"), are
(i) to align the interests of the Company's stockholders and the recipients of
awards under this Plan by providing a means to increase the proprietary interest
of such recipients in the Company's growth and success, (ii) to advance the
interests of the Company by increasing its ability to attract and retain highly
competent officers, other employees, non-employee directors and consultants and
(iii) to motivate such persons to act in the long-term best interests of the
Company and its stockholders.

         1.2  CERTAIN DEFINITIONS.

         "AFFILIATE" shall mean (i) any subsidiary corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, as
described in Section 424(f) of the Code and (ii) any other entity in which the
Company has an equity interest or with which the Company has a significant
business relationship.

         "AGREEMENT" shall mean the written agreement evidencing an award
hereunder between the Company and the recipient of such award.

         "BOARD" shall mean the Board of Directors of the Company.

         "BONUS STOCK" shall mean shares of Common Stock which are not subject
to a Restriction Period or Performance Measures.

         "BONUS STOCK AWARD" shall mean an award of Bonus Stock under this Plan.

         "CHANGE IN CONTROL" shall have the meaning set forth in Section 6.8(b).

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

         "COMMITTEE" shall mean the committee designated by the Board which,
following an IPO, shall consist of two or more members of the Board, each of
whom may be a "Non-Employee Director" within the meaning of Rule 16b-3 under the
Exchange Act.

         "COMMON STOCK" shall mean the common stock, $0.01 par value, of the
Company.

         "COMPANY" shall have the meaning set forth in Section 1.1.


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         "DISABILITY" shall mean the inability of the recipient of an award to
perform substantially such recipient's duties and responsibilities for a
continuous period of at least six months, as determined solely by the Committee.

         "DISCRETIONARY DIRECTOR OPTIONS" shall have the meaning set forth in
Section 5.4.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "FAIR MARKET VALUE" shall mean the last sale price of a share of Common
Stock as reported on the Nasdaq National Market on the date as of which such
value is being determined or, if there shall be no reported transactions on such
date, on the next preceding date for which a transaction was reported; provided,
however, that if the Common Stock is not traded on the Nasdaq National Market,
Fair Market Value may be determined by the Committee by whatever means or method
as the Committee, in the good faith exercise of its discretion, shall at such
time deem appropriate.

         "FREE-STANDING SAR" shall mean an SAR which is not issued in tandem
with, or by reference to, an option, which entitles the holder thereof to
receive, upon exercise, shares of Common Stock (which may be Restricted Stock),
cash or a combination thereof with an aggregate value equal to the excess of the
Fair Market Value of one share of Common Stock on the date of exercise over the
base price of such SAR, multiplied by the number of such SARs which are
exercised.

         "INCENTIVE STOCK OPTION" shall mean an option to purchase shares of
Common Stock that meets the requirements of Section 422 of the Code, or any
successor provision, which is intended by the Committee to constitute an
Incentive Stock Option.

         "INCUMBENT BOARD" shall have the meaning set forth in Section
6.8(b)(3).

         "IPO" shall mean an initial public offering of Common Stock pursuant to
an effective registration statement under the Securities Act of 1933, as
amended.

         "MATURE SHARES" shall mean previously-acquired shares of Common Stock
for which the holder thereof has good title, free and clear of all liens and
encumbrances and which such holder either (i) has held for at least six months
or (ii) has purchased on the open market.

         "NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is
not an officer or employee of the Company or any subsidiary of the Company and
who is not a partner, principal or employee of KPMG LLP.

         "NON-STATUTORY STOCK OPTION" shall mean an option to purchase shares of
Common Stock which is not an Incentive Stock Option.

         "PERFORMANCE MEASURES" shall mean the criteria and objectives,
established by the Committee, which shall be satisfied or met (i) as a condition
to the exercisability of all or a portion of an option or SAR, (ii) as a
condition to the grant of a Stock Award or (iii) during the applicable
Restriction Period or Performance Period as a condition to the holder's receipt,
in the case of a Restricted Stock Award, of the shares of Common Stock subject
to such award, or, in



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the case of a Performance Share Award, of the shares of Common Stock subject to
such award and/or of payment with respect to such award. Such criteria and
objectives may include one or more of the following: the attainment by a share
of Common Stock of a specified Fair Market Value for a specified period of time,
earnings per share, return to stockholders (including dividends), return on
equity, earnings of the Company, revenues, market share, cash flow or cost
reduction goals, or any combination of the foregoing. In the sole discretion of
the Committee, the Committee may amend or adjust the Performance Measures or
other terms and conditions of an outstanding award in recognition of unusual or
nonrecurring events affecting the Company or its financial statements or changes
in law or accounting principles.

         "PERFORMANCE PERIOD" shall mean any period designated by the Committee
during which the Performance Measures applicable to a Performance Share Award
shall be measured.

         "PERFORMANCE SHARE" shall mean a right, contingent upon the attainment
of specified Performance Measures within a specified Performance Period, to
receive one share of Common Stock, which may be Restricted Stock or, in lieu of
all or a portion thereof, the Fair Market Value of such share of Common Stock in
cash.

         "PERFORMANCE SHARE AWARD" shall mean an award of Performance Shares
under this Plan.

         "PERSON" shall have the meaning set forth in Section 6.8(b)(3).

         "RESTRICTED STOCK" shall mean shares of Common Stock which are subject
to a Restriction Period.

         "RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock under
this Plan.

         "RESTRICTION PERIOD" shall mean any period designated by the Committee
during which the Common Stock subject to a Restricted Stock Award may not be
sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or
disposed of, except as provided in this Plan or the Agreement relating to such
award.

         "RETIREMENT" shall mean termination of employment with or service to
the Company by reason of retirement on or after age 65.

         "SAR" shall mean a stock appreciation right which may be a
Free-Standing SAR or a Tandem SAR.

         "STOCK AWARD" shall mean a Restricted Stock Award or a Bonus Stock
Award.

         "TANDEM SAR" shall mean an SAR which is granted in tandem with, or by
reference to, an option (including a Non-Statutory Stock Option granted prior to
the date of grant of the SAR), which entitles the holder thereof to receive,
upon exercise of such SAR and surrender for cancellation of all or a portion of
such option, shares of Common Stock (which may be Restricted Stock), cash or a
combination thereof with an aggregate value equal to the excess of the Fair
Market Value of one share of Common Stock on the date of exercise over the base
price



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of such SAR, multiplied by the number of shares of Common Stock subject to such
option, or portion thereof, which is surrendered.

         "TAX DATE" shall have the meaning set forth in Section 6.5.

         "TEN PERCENT HOLDER" shall have the meaning set forth in Section
2.1(a).

         1.3  ADMINISTRATION. This Plan shall be administered by the Committee.
Any one or a combination of the following awards may be made under this Plan to
eligible persons: (i) options to purchase shares of Common Stock in the form of
Incentive Stock Options or Non-Statutory Stock Options, (ii) SARs in the form of
Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted
Stock or Bonus Stock and (iv) Performance Shares. The Committee shall, subject
to the terms of this Plan, select eligible persons for participation in this
Plan and determine the form, amount and timing of each award to such persons
and, if applicable, the number of shares of Common Stock, the number of SARs and
the number of Performance Shares subject to such an award, the exercise price or
base price associated with the award, the time and conditions of exercise or
settlement of the award and all other terms and conditions of the award,
including, without limitation, the form of the Agreement evidencing the award.
The Committee may, in its sole discretion and for any reason at any time, take
action such that (i) any or all outstanding options and SARs shall become
exercisable in part or in full, (ii) all or a portion of the Restriction Period
applicable to any outstanding Restricted Stock Award shall lapse, (iii) all or a
portion of the Performance Period applicable to any outstanding Performance
Share Award shall lapse and (iv) the Performance Measures applicable to any
outstanding award (if any) shall be deemed to be satisfied at the maximum or any
other level. The Committee shall, subject to the terms of this Plan, interpret
this Plan and the application thereof, establish rules and regulations it deems
necessary or desirable for the administration of this Plan and may impose,
incidental to the grant of an award, conditions with respect to the award, such
as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be final, binding and
conclusive.

         The Committee may delegate some or all of its power and authority
hereunder to the Board or either of the Co-Chief Executive Officers or other
executive officer of the Company as the Committee deems appropriate; provided,
however, that the Committee may not delegate its power and authority to either
of the Co-Chief Executive Officers or other executive officer of the Company
with regard to the selection for participation in this Plan of an officer or
other person subject to Section 16 of the Exchange Act or decisions concerning
the timing, pricing or amount of an award to such an officer or other person.

         No member of the Board or Committee, and neither a Co-Chief Executive
Officer nor any other executive officer to whom the Committee delegates any of
its power and authority hereunder, shall be liable for any act, omission,
interpretation, construction or determination made in connection with this Plan
in good faith, and the members of the Board and the Committee and the Co-Chief
Executive Officers or other executive officer shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys' fees) arising therefrom to the full
extent permitted by law, except as otherwise may be provided in the Company's
Certificate of Incorporation and/or By-laws, and under any directors' and
officers' liability insurance that may be in effect from time to time.



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         A majority of the Committee shall constitute a quorum. The acts of the
Committee shall be either (i) acts of a majority of the members of the Committee
present at any meeting at which a quorum is present or (ii) acts approved in
writing by all of the members of the Committee without a meeting.

         1.4  ELIGIBILITY. Participants in this Plan shall consist of such
officers, other employees and consultants, and persons expected to become
officers, other employees and consultants, of the Company and its Affiliates, as
the Committee in its sole discretion may select from time to time, and such
other persons designated by the Committee pursuant to Section 6.13. For purposes
of this Plan, references to employment also shall mean a consulting relationship
and references to employment by the Company also shall mean employment by an
Affiliate. The Committee's selection of a person to participate in this Plan at
any time shall not require the Committee to select such person to participate in
this Plan at any other time. Non-Employee Directors of the Company shall be
eligible to participate in this Plan in accordance with Article V.

1.5      SHARES AVAILABLE.

         (a) Shares Available Prior to IPO. Subject to adjustment as provided in
Section 6.7, prior to the completion of the Company's initial public offering,
177,000,000 shares of Common Stock shall be available for grants or awards under
this Plan, reduced by the sum of the aggregate number of shares of Common Stock
which become subject to outstanding options, including Discretionary Director
Options, outstanding Free-Standing SARs, outstanding Stock Awards and
outstanding Performance Share Awards.

         (b) Shares Available Upon Completion of IPO. Effective as of the
completion of the Company's initial public offering, the number of shares of
Common Stock that are authorized for grants or awards under this Plan (the
"Authorized Shares") shall at all times be equal to 25% of the sum of (i) the
number of issued and outstanding shares of Common Stock of the Company plus (ii)
the Authorized Shares, provided, however, that the number of Authorized Shares
shall never be reduced below the number of shares that are then issuable under
all outstanding grants or awards. The number of shares of Common Stock that
shall be available for grants or awards under this Plan (the "Available Shares")
shall be equal to the number of Authorized Shares reduced by the sum of the
aggregate number of shares of Common Stock, adjusted as provided in Section 6.7,
which become subject to outstanding options, including Discretionary Director
Options, outstanding Free-Standing SARs, outstanding Stock Awards and
outstanding Performance Share Awards.

         (c) Maximum Grants of Incentive Stock Options. Subject to adjustment as
provided in Section 6.7, the maximum number of shares that may be granted as
Incentive Stock Options shall be 177,000,000.

         (d) Restoration of Available Shares. To the extent that shares of
Common Stock subject to an outstanding option (except to the extent shares of
Common Stock are issued or delivered by the Company in connection with the
exercise of a Tandem SAR), Free-Standing SAR, Stock Award or Performance Share
Award are not issued or delivered by reason of the expiration, termination,
cancellation or forfeiture of such award or by reason of the delivery or
withholding




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of shares of Common Stock to pay all or a portion of the purchase price of an
award, if any, or to satisfy all or a portion of the tax withholding obligations
relating to an award, then such shares of Common Stock shall again be available
under this Plan.

         (e) Available Common Stock. Shares of Common Stock shall be made
available from authorized and unissued shares of Common Stock, or authorized and
issued shares of Common Stock reacquired and held as treasury shares or
otherwise or a combination thereof.

                 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

         2.1  STOCK OPTIONS. The Committee may, in its discretion, grant options
to purchase shares of Common Stock to such eligible persons as may be selected
by the Committee. Each option, or portion thereof, that is not an Incentive
Stock Option shall be a Non-Statutory Stock Option. An Incentive Stock Option
may not be granted to any person who is not an employee of the Company or any
parent or subsidiary (as defined in Section 424 of the Code). Each Incentive
Stock Option shall be granted within ten years of the date this Plan is adopted
by the Board. To the extent that the aggregate Fair Market Value (determined as
of the date of grant) of shares of Common Stock with respect to which options
designated as Incentive Stock Options are exercisable for the first time by a
participant during any calendar year (under this Plan or any other plan of the
Company or any parent or subsidiary as defined in Section 424 of the Code)
exceeds the amount (currently $100,000) established by the Code, such options
shall constitute Non-Statutory Stock Options.

         Options shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable:

         (a) Number of Shares and Purchase Price. The number of shares of Common
Stock subject to an option and the purchase price per share of Common Stock
purchasable upon exercise of the option shall be determined by the Committee;
provided, however, that the purchase price per share of Common Stock purchasable
upon exercise of the option shall not be less than 100% of the Fair Market Value
of a share of Common Stock on the date of grant of such option; and provided
further, that if an Incentive Stock Option shall be granted to any person who,
at the time such option is granted, owns capital stock possessing more than ten
percent of the total combined voting power of all classes of capital stock of
the Company (or of any parent or subsidiary as defined in Section 424 of the
Code) (a "Ten Percent Holder"), the purchase price per share of Common Stock
shall not be less than the price (currently 110% of Fair Market Value) required
by the Code in order to constitute an Incentive Stock Option.

         (b) Exercise Period and Exercisability. The period during which an
option may be exercised shall be determined by the Committee; provided, however,
that no Incentive Stock Option shall be exercised later than ten years after its
date of grant; and provided further, that if an Incentive Stock Option shall be
granted to a Ten Percent Holder, such option shall not be exercised later than
five years after its date of grant. The Committee may, in its discretion,
establish Performance Measures which shall be satisfied or met as a condition to
the grant of an option or to the exercisability of all or a portion of an
option. The Committee shall determine whether an option shall become exercisable
in cumulative or non-cumulative installments and in




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part or in full at any time. An exercisable option, or portion thereof, may be
exercised only with respect to whole shares of Common Stock.

         (c) Method of Exercise. An option may be exercised (i) by giving
written notice to the Company specifying the number of whole shares of Common
Stock to be purchased and by accompanying such notice with payment therefor in
full (or by arranging for such payment to the Company's satisfaction) either (A)
in cash, (B) by delivery (either actual delivery or by attestation procedures
established by the Company) of Mature Shares having an aggregate Fair Market
Value, determined as of the date of exercise, equal to the aggregate purchase
price payable by reason of such exercise, (C) in cash by a broker-dealer
acceptable to the Company to whom the optionee has submitted an irrevocable
notice of exercise or (D) a combination of (A) and (B), in each case to the
extent set forth in the Agreement relating to the option, (ii) if applicable, by
surrendering to the Company any Tandem SARs which are cancelled by reason of the
exercise of the option and (iii) by executing such documents as the Company may
reasonably request. The Company shall have sole discretion to disapprove of an
election pursuant to any of clauses (i)(B)-(D). Any fraction of a share of
Common Stock which would be required to pay such purchase price shall be
disregarded and the remaining amount due shall be paid in cash by the optionee.
No certificate representing Common Stock shall be delivered until the full
purchase price therefor and any withholding taxes thereon, as described in
Section 6.5, have been paid (or arrangement made for such payment to the
Company's satisfaction).

         2.2  STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
grant SARs to such eligible persons as may be selected by the Committee. The
Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a
Free-Standing SAR.

         SARs shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
this Plan, as the Committee shall deem advisable:

         (a) Number of SARs and Base Price. The number of SARs subject to an
award shall be determined by the Committee. Any Tandem SAR related to an
Incentive Stock Option shall be granted at the same time that such Incentive
Stock Option is granted. The base price of a Tandem SAR shall be the exercise
price per share of Common Stock of the related option. The base price of a
Free-Standing SAR shall be determined by the Committee; provided, however, that
such base price shall not be less than 100% of the Fair Market Value of a share
of Common Stock on the date of grant of such SAR.

         (b) Exercise Period and Exercisability. The Agreement relating to an
award of SARs shall specify whether such award may be settled in shares of
Common Stock (including shares of Restricted Stock) or cash or a combination
thereof. The period for the exercise of an SAR shall be determined by the
Committee; provided, however, that no Tandem SAR shall be exercised later than
the expiration, cancellation, forfeiture or other termination of the related
option. The Committee may, in its discretion, establish Performance Measures
which shall be satisfied or met as a condition to the grant of an SAR or to the
exercisability of all or a portion of an SAR. The Committee shall determine
whether an SAR may be exercised in cumulative or non-cumulative installments and
in part or in full at any time. An exercisable SAR, or portion thereof, may be
exercised, in the case of a Tandem SAR, only with respect to whole shares of
Common Stock



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and, in the case of a Free-Standing SAR, only with respect to a whole number of
SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or
certificates representing such Restricted Stock shall be issued in accordance
with Section 3.2(c) and the holder of such Restricted Stock shall have such
rights of a stockholder of the Company as determined pursuant to Section 3.2(d).
Prior to the exercise of an SAR for shares of Common Stock, including Restricted
Stock, the holder of such SAR shall have no rights as a stockholder of the
Company with respect to the shares of Common Stock subject to such SAR.

         (c) Method of Exercise. A Tandem SAR may be exercised (i) by giving
written notice to the Company specifying the number of whole SARs which are
being exercised, (ii) by surrendering to the Company any options which are
cancelled by reason of the exercise of the Tandem SAR and (iii) by executing
such documents as the Company may reasonably request. A Free-Standing SAR may be
exercised (i) by giving written notice to the Company specifying the whole
number of SARs which are being exercised and (ii) by executing such documents as
the Company may reasonably request.

         2.3  TERMINATION OF EMPLOYMENT OR SERVICE. Subject to the requirements
of the Code, all of the terms relating to the exercise, cancellation or other
disposition of an option or SAR upon a termination of employment with or service
to the Company of the recipient of such option or SAR, as the case may be,
whether by reason of Disability, Retirement, death or any other reason, shall be
determined by the Committee.


                                III. STOCK AWARDS

         3.1  STOCK AWARDS. The Committee may, in its discretion, grant Stock
Awards to such eligible persons as may be selected by the Committee. The
Agreement relating to a Stock Award shall specify whether the Stock Award is a
Restricted Stock Award or Bonus Stock Award.

         3.2  TERMS OF STOCK AWARDS. Stock Awards shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem advisable.

         (a) Number of Shares and Other Terms. The number of shares of Common
Stock subject to a Restricted Stock Award or Bonus Stock Award and the
Performance Measures (if any) and Restriction Period applicable to a Restricted
Stock Award shall be determined by the Committee. Bonus Stock Awards shall not
be subject to any Performance Measures or Restriction Periods.

         (b) Vesting and Forfeiture. The Agreement relating to a Restricted
Stock Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of the
shares of Common Stock subject to such award (i) if specified Performance
Measures are satisfied or met during the specified Restriction Period or (ii) if
the holder of such award remains continuously in the employment of or service to
the Company during the specified Restriction Period and for the forfeiture of
all or a portion of the shares of Common Stock subject to such award (x) if
specified Performance Measures are not satisfied or met during the specified
Restriction Period or (y) if the holder of such award does not



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remain continuously in the employment of or service to the Company during the
specified Restriction Period.

         (c) Share Certificates. During the Restriction Period, a certificate or
certificates representing a Restricted Stock Award may be registered in the
holder's name or a nominee name at the discretion of the Company and may bear a
legend, in addition to any legend which may be required pursuant to Section 6.6,
indicating that the ownership of the shares of Common Stock represented by such
certificate is subject to the restrictions, terms and conditions of this Plan
and the Agreement relating to the Restricted Stock Award. As determined by the
Committee, all certificates registered in the holder's name shall be deposited
with the Company, together with stock powers or other instruments of assignment
(including a power of attorney), each endorsed in blank with a guarantee of
signature if deemed necessary or appropriate by the Company, which would permit
transfer to the Company of all or a portion of the shares of Common Stock
subject to the Restricted Stock Award in the event such award is forfeited in
whole or in part. Upon termination of any applicable Restriction Period (and the
satisfaction or attainment of applicable Performance Measures), or upon the
grant of a Bonus Stock Award, in each case subject to the Company's right to
require payment of any taxes in accordance with Section 6.5, a certificate or
certificates evidencing ownership of the requisite number of shares of Common
Stock shall be delivered to the holder of such award.

         (d) Rights with Respect to Restricted Stock Awards. Unless otherwise
set forth in the Agreement relating to a Restricted Stock Award, and subject to
the terms and conditions of the Agreement relating to a Restricted Stock Award,
the holder of such award shall have all rights as a stockholder of the Company,
including, but not limited to, voting rights, the right to receive dividends and
the right to participate in any capital adjustment applicable to all holders of
Common Stock; provided, however, that a distribution with respect to shares of
Common Stock, other than a regular cash dividend, shall be deposited with the
Company and shall be subject to the same restrictions as the shares of Common
Stock with respect to which such distribution was made.

         3.3  TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to
the satisfaction of Performance Measures and the termination of the Restriction
Period relating to a Restricted Stock Award, or any forfeiture and cancellation
of such award upon a termination of employment with or service to the Company of
the recipient of such award, whether by reason of Disability, Retirement, death
or any other reason, shall be determined by the Committee.


                          IV. PERFORMANCE SHARE AWARDS

         4.1  PERFORMANCE SHARE AWARDS. The Committee may, in its discretion,
grant Performance Share Awards to such eligible persons as may be selected by
the Committee.

         4.2  TERMS OF PERFORMANCE SHARE AWARDS. Performance Share Awards shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem advisable.



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         (a) Number of Performance Shares and Performance Measures. The number
of Performance Shares subject to any award and the Performance Measures and
Performance Period applicable to such award shall be determined by the
Committee.

         (b) Vesting and Forfeiture. The Agreement relating to a Performance
Share Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of such
award, if specified Performance Measures are satisfied or met during the
specified Performance Period, and for the forfeiture of all or a portion of such
award, if specified Performance Measures are not satisfied or met during the
specified Performance Period.

         (c) Settlement of Vested Performance Share Awards. The Agreement
relating to a Performance Share Award (i) shall specify whether such award may
be settled in shares of Common Stock (including shares of Restricted Stock) or
cash or a combination thereof and (ii) may specify whether the holder thereof
shall be entitled to receive, on a current or deferred basis, dividend
equivalents, and, if determined by the Committee, interest on or the deemed
reinvestment of any deferred dividend equivalents, with respect to the number of
shares of Common Stock subject to such award. If a Performance Share Award is
settled in shares of Restricted Stock, a certificate or certificates
representing such Restricted Stock shall be issued in accordance with Section
3.2(c) and the holder of such Restricted Stock shall have such rights of a
stockholder of the Company as determined pursuant to Section 3.2(d). Prior to
the settlement of a Performance Share Award in shares of Common Stock, including
Restricted Stock, the holder of such award shall have no rights as a stockholder
of the Company with respect to the shares of Common Stock subject to such award.

         4.3  TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to
the satisfaction of Performance Measures and the termination of the Performance
Period relating to a Performance Share Award, or any forfeiture and cancellation
of such award upon a termination of employment with or service to the Company of
the recipient of such award, whether by reason of Disability, Retirement, death
or other termination, shall be determined by the Committee.


                V. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS

         5.1  ELIGIBILITY. Each Non-Employee Director shall be granted options
to purchase shares of Common Stock in accordance with this Article V. All
options granted under this Article V shall constitute Non-Statutory Stock
Options.

         5.2  AUTOMATIC GRANTS OF STOCK OPTIONS.  Each Non-Employee Director
shall automatically be granted Non-Statutory Stock Options as follows:

         (a) Time of Grant. Automatic grants of Non-Statutory Stock Options
shall be made on the dates specified below:

         (1) Each person who is serving as a Non-Employee Director as of January
31, 2000 shall automatically be granted, on such date, an option to purchase
40,000 shares of Common Stock.



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         (2) Each person who is first elected or first begins to serve as a
Non-Employee Director after January 31, 2000 other than by reason of termination
of employment shall automatically be granted, on the date of such initial
election or service, an option to purchase 40,000 shares of Common Stock.

         (3) Each person who is a Non-Employee Director immediately following
any annual meeting of stockholders of the Company held after 2000 shall
automatically be granted, on the date of such meeting, an option to purchase
10,000 shares of Common Stock.

         (b) Purchase Price. The purchase price per share of Common Stock
purchasable upon exercise of an option granted under this Section 5.2 shall be
100% of the Fair Market Value of a share of Common Stock on the date of grant of
such option.

         (c) Exercise Period and Exercisability. Each option granted under
Section 5.2(a)(1) or Section 5.2(a)(2) shall be fully exercisable on and after
the one year anniversary of its date of grant and each option granted under
Section 5.2(a)(3) shall be fully exercisable on and after the day preceding the
day of the next annual meeting of stockholders of the Company following its date
of grant. Each option granted under this Section 5.2 shall expire 10 years after
its date of grant. An exercisable option, or portion thereof, may be exercised
in whole or in part only with respect to whole shares of Common Stock. Options
granted under this Section 5.2 shall be exercisable in accordance with Section
2.1(c).

         5.3  TERMINATION OF DIRECTORSHIP. (a) Disability. If the recipient of
an option granted under Section 5.2 ceases to be a director of the Company by
reason of Disability, each such option held by the holder thereof shall be
exercisable only to the extent such option is exercisable on the effective date
of such recipient's ceasing to be a director and may thereafter be exercised by
such holder (or such holder's legal representative or similar person) until and
including the earlier to occur of the (i) date which is one year after the
effective date of such recipient's ceasing to be a director and (ii) the
expiration date of the term of such option.

         (b) Retirement. If the recipient of an option granted under Section 5.2
ceases to be a director of the Company by reason of Retirement, each such option
held by the holder thereof shall be exercisable only to the extent such option
is exercisable on the effective date of such recipient's ceasing to be a
director and may thereafter be exercised by such holder (or such holder's legal
representative or similar person) until and including the earlier to occur of
the (i) date which is three months after the effective date of such recipient's
ceasing to be a director and (ii) the expiration date of the term of such
option.

         (c) Death. If the recipient of an option granted under Section 5.2
ceases to be a director of the Company by reason of death, each such option held
by the holder thereof shall be exercisable only to the extent such option is
exercisable on the effective date of such recipient's ceasing to be a director
and may thereafter be exercised by such holder's executor, administrator, legal
representative, beneficiary or similar person until and including the earlier to
occur of the (i) date which is one year after the date of such recipient's death
and (ii) the expiration date of the term of such option.



                                       11
<PAGE>   12

         (d) Other Termination. If the recipient of an option granted under
Section 5.2 ceases to be a director of the Company for any reason other than
Disability, Retirement or death, each such option held by the holder thereof
shall be exercisable only to the extent such option is exercisable on the
effective date of such recipient's ceasing to be a director and may thereafter
be exercised by such holder (or such holder's legal representative or similar
person) until and including the earlier to occur of the (i) date which is three
months after the effective date of such recipient's ceasing to be a director and
(ii) the expiration date of the term of such option.

         (e) Death Following Termination of Directorship. If the recipient of an
option granted under Section 5.2 dies during the period set forth in Section
5.3(a) following such recipient's ceasing to be a director of the Company by
reason of Disability, or if such recipient dies during the period set forth in
Section 5.3(b) following such recipient's Retirement, or if such a recipient
dies during the period set forth in Section 5.3(d) following such recipient's
ceasing to be a director for any reason other than by reason of Disability or
Retirement, each such option held by the holder thereof shall be exercisable
only to the extent that such option is exercisable on the date of the
recipient's death and may thereafter be exercised by such holder's executor,
administrator, legal representative, beneficiary or similar person until and
including the earlier to occur of the

(i) date which is one year after the date of such recipient's death and (ii) the
expiration date of the term of such option.

         5.4  DISCRETIONARY GRANTS OF STOCK OPTIONS. The Committee may, in its
discretion, grant additional options to purchase shares of Common Stock
("Discretionary Director Options") to all Non-Employee Directors or to any one
or more of them. Each Discretionary Director Option shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem advisable:

         (a) Number of Shares and Purchase Price. The number of shares of Common
Stock subject to a Discretionary Director Option and the purchase price per
share of Common Stock purchasable upon exercise of the option shall be
determined by the Committee; provided, however, that the purchase price per
share of Common Stock purchasable upon exercise of the option shall not be less
than 100% of the Fair Market Value of a share of Common Stock on the date of
grant of such option.

         (b) Exercise Period and Exercisability. The period during which a
Discretionary Director Option may be exercised shall be determined by the
Committee. The Committee may, in its discretion, establish Performance Measures
which shall be satisfied or met as a condition to the grant of a Discretionary
Director Option or to the exercisability of all or a portion of a Discretionary
Director Option. The Committee shall determine whether a Discretionary Director
Option shall become exercisable in cumulative or non-cumulative installments and
in part or in full at any time. An exercisable Director Discretionary Option, or
portion thereof, may be exercised only with respect to whole shares of Common
Stock. Each Discretionary Director Option shall be exercisable in accordance
with Section 2.1(c).



                                       12
<PAGE>   13

         (c) Termination of Directorship. All of the terms relating to the
exercise, cancellation or other disposition of a Discretionary Director Option
upon a termination of service as a director of the Company of the recipient of a
Discretionary Director Option, whether by reason of Disability, Retirement,
death or any other reason, shall be determined by the Committee.


                                   VI. GENERAL

         6.1  EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted to
the stockholders of the Company for approval within 12 months following its
adoption by the Board and, if approved, shall become effective as of the date of
such adoption by the Board. No option may be exercised prior to the date of such
stockholder approval. This Plan shall terminate 10 years after its effective
date, unless terminated earlier by the Board. Termination of this Plan shall not
affect the terms or conditions of any award granted prior to such termination.

         6.2  AMENDMENTS. The Board or the Committee may amend this Plan as it
shall deem advisable, subject to any requirement of stockholder approval
required by applicable law, rule or regulation, including Section 422 of the
Code; provided, however, that no amendment shall be made without stockholder
approval if such amendment would (a) increase the maximum number of shares of
Common Stock available under this Plan (subject to Section 6.7), (b) effect any
change inconsistent with Section 422 of the Code or (c) extend the term of this
Plan. No amendment may impair the rights of a holder of an outstanding award
without the consent of such holder.

         6.3  AGREEMENT. No award shall be valid until an Agreement is executed
by the Company and the recipient of such award and, upon execution by each party
and delivery of the Agreement to the Company, such award shall be effective as
of the effective date set forth in the Agreement.

         6.4  NON-TRANSFERABILITY OF AWARDS. Unless the Committee provides for
the transferability of a particular award and such transferability is specified
in the Agreement relating to such award, no award shall be transferable other
than by will, the laws of descent and distribution or pursuant to beneficiary
designation procedures stated in Section 6.11 or otherwise approved by the
Company. Except to the extent permitted by the foregoing sentence or the
Agreement relating to the Award, each award may be exercised or settled during
the recipient's lifetime only by the recipient or the recipient's legal
representative or similar person. Except to the extent permitted by the second
preceding sentence or the Agreement relating to the Award, no award may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed
of (whether by operation of law or otherwise) or be subject to execution,
attachment or similar process. Upon any attempt to so sell, transfer, assign,
pledge, hypothecate, encumber or otherwise dispose of any such award, such award
and all rights thereunder shall immediately become null and void.

         6.5  TAX WITHHOLDING. The Company shall have the right to require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash pursuant to an award made hereunder, payment by the holder of such
award of any federal, state, local or other taxes which may be required to be
withheld or paid in connection with such award. An



                                       13
<PAGE>   14

Agreement may provide that (i) the Company shall withhold whole shares of Common
Stock which would otherwise be delivered to a holder, having an aggregate Fair
Market Value determined as of the date the obligation to withhold or pay taxes
arises in connection with an award (the "Tax Date"), or withhold an amount of
cash which would otherwise be payable to a holder, in the amount necessary to
satisfy any such obligation or (ii) the holder may satisfy any such obligation
by any of the following means: (A) a cash payment to the Company, (B) delivery
(either actual delivery or by attestation procedures established by the Company)
to the Company of Mature Shares having an aggregate Fair Market Value,
determined as of the Tax Date, equal to the amount necessary to satisfy any such
obligation, (C) authorizing the Company to withhold whole shares of Common Stock
which would otherwise be delivered having an aggregate Fair Market Value,
determined as of the Tax Date, or withhold an amount of cash which would
otherwise be payable to a holder, equal to the amount necessary to satisfy any
such obligation, (D) in the case of the exercise of an option, a cash payment by
a broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in
each case to the extent set forth in the Agreement relating to the award;
provided, however, that the Company shall have sole discretion to disapprove of
an election pursuant to any of clauses (ii)(B)-(E). Any fraction of a share of
Common Stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the holder.

         6.6  RESTRICTIONS ON SHARES. Each award made hereunder shall be subject
to the requirement that if at any time the Company determines that the listing,
registration or qualification of the shares of Common Stock subject to such
award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the exercise or settlement
of such award or the delivery of shares thereunder, such award shall not be
exercised or settled and such shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company. The
Committee may provide for such restrictions upon the transferability of shares
of Common Stock delivered pursuant to any award made hereunder as it deems
appropriate and such restrictions shall be specified in the Agreement relating
to such award. The Company may require that certificates evidencing shares of
Common Stock delivered pursuant to any award made hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder is
prohibited except in compliance with the Securities Act of 1933, as amended, and
the rules and regulations thereunder and such other restrictions, if any,
specified in the Agreement relating to the award pursuant to which such shares
were delivered.

         6.7  ADJUSTMENT. In the event of any stock split, reverse stock split,
stock dividend, recapitalization, reorganization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off or other similar change
in capitalization or event, or any distribution to holders of Common Stock other
than a regular cash dividend, the class of securities available under this Plan,
the number and class of securities subject to each outstanding option and the
purchase price per security, the number and class of securities subject to each
option to be granted to Non-Employee Directors pursuant to Section 5.2, the
terms of each outstanding SAR, the number and class of securities subject to
each outstanding Stock Award or Performance Share Award, and the terms of each
outstanding Restricted Stock Award or Performance Share Award shall be
appropriately adjusted by the Committee, such adjustments to be made in the



                                       14
<PAGE>   15

case of outstanding options and SARs without an increase in the aggregate
purchase price or base price. The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive. If any such adjustment would
result in a fractional security being (a) available under this Plan, such
fractional security shall be disregarded, or (b) subject to an award under this
Plan, the Company shall pay the holder of such award, in connection with the
first vesting, exercise or settlement of such award in whole or in part
occurring after such adjustment, an amount in cash determined by multiplying (i)
the fraction of such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the Fair Market Value on the vesting, exercise or
settlement date over (B) the exercise or base price, if any, of such award.

         6.8  CHANGE IN CONTROL.

         (a) (1) Notwithstanding any provision in this Plan or any Agreement, in
the event of a Change in Control in connection with which the holders of Common
Stock receive shares of common stock that are registered under Section 12 of the
Exchange Act, (i) all outstanding options and SARS shall immediately become
exercisable in full, (ii) the Restriction Period applicable to any outstanding
Restricted Stock Award shall lapse, (iii) the Performance Period applicable to
any outstanding Performance Share Award shall lapse, (iv) the Performance
Measures applicable to any outstanding award shall be deemed to be satisfied at
the maximum level and (v) there shall be substituted for each share of Common
Stock available under this Plan, whether or not then subject to an outstanding
award, the number and class of shares into which each outstanding share of
Common Stock shall be converted pursuant to such Change in Control. In the event
of any such substitution, the purchase price per share in the case of an option
and the base price in the case of an SAR shall be appropriately adjusted by the
Committee (whose determination shall be final, binding and conclusive), such
adjustments to be made in the case of outstanding options and SARs without an
increase in the aggregate purchase price or base price.

         (2) Notwithstanding any provision in this Plan or any Agreement, in the
event of any Change in Control other than a Change in Control in connection with
which the holders of Common Stock receive shares of common stock that are
registered under Section 12 of the Exchange Act, each outstanding award shall be
surrendered to the Company by the holder thereof, and each such award shall
immediately be cancelled by the Company, and the holder shall receive, within
ten days of the occurrence of a Change in Control, a cash payment from the
Company in an amount equal to (i) in the case of an option, the number of shares
of Common Stock then subject to such option, multiplied by the excess, if any,
of the greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (B) the
Fair Market Value of a share of Common Stock on the date of occurrence of the
Change in Control, over the purchase price per share of Common Stock subject to
the option, (ii) in the case of a Free-Standing SAR, the number of shares of
Common Stock then subject to such SAR, multiplied by the excess, if any, of the
greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (B) the
Fair Market Value of a share of Common Stock on the date of occurrence of the
Change in Control, over the base price of the SAR, (iii) in the case of a
Restricted Stock Award or Performance Share Award, the number of shares of
Common Stock or the number of Performance Shares, as the case may be, then
subject to such award, multiplied by the greater of (A) the highest per share
price offered to stockholders of the Company in any




                                       15
<PAGE>   16

transaction whereby the Change in Control takes place or (B) the Fair Market
Value of a share of Common Stock on the date of occurrence of the Change in
Control. In the event of such a Change in Control, each Tandem SAR shall be
surrendered by the holder thereof and shall be cancelled simultaneously with the
cancellation of the related option. The Company may, but is not required to,
cooperate with any person who is subject to Section 16 of the Exchange Act to
assure that any cash payment in accordance with the foregoing to such person is
made in compliance with Section 16 and the rules and regulations thereunder.

         (b)      "Change in Control" shall mean:

         (1) a sale or transfer of all or substantially all of the assets of the
Company on a consolidated basis in any transaction or series of related
transactions;

         (2) any merger, consolidation or reorganization to which the Company is
a party, except for a merger, consolidation or reorganization in which the
Company is the surviving corporation and, after giving effect to such merger,
consolidation or reorganization, the holders of the Company's outstanding equity
(on a fully diluted basis) immediately prior to the merger, consolidation or
reorganization will own in the aggregate immediately following the merger,
consolidation or reorganization the Company's outstanding equity (on a fully
diluted basis) either (i) having the ordinary voting power to elect a majority
of the members of the Company's board of directors to be elected by the holders
of Common Stock and any other class which votes together with the Common Stock
as a single class or (ii) representing at least 50% of the equity value of the
Company as reasonably determined by the Board;

         (3) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
such Board; provided, however, that any individual who becomes a director of the
Company subsequent to the date hereof whose election, or nomination for election
by the holders of the Company's equity, was approved by the vote of at least a
majority of the directors then comprising the Incumbent Board shall be deemed to
have been a member of the Incumbent Board; and provided further, that no
individual who was initially elected as a director of the Company as a result of
an actual or threatened solicitation by any individual, entity or group (a
"Person") other than the Board, including any "person" within the meaning of
Section 13(d) of the Exchange Act, for the purpose of opposing a solicitation by
any other Person with respect to the election or removal of directors, or any
other actual or threatened solicitation of proxies or consents by or on behalf
of any Person other than the Board shall be deemed to have been a member of the
Incumbent Board; or

         (4) any Person other than KPMG LLP or its affiliates, acquires
beneficial ownership of 30% or more of the outstanding equity of the Company
generally entitled to vote on the election of directors.

         6.9  NO RIGHT OF PARTICIPATION OR EMPLOYMENT. No person shall have any
right to participate in this Plan. Neither this Plan nor any award made
hereunder shall confer upon any person any right to continued employment by the
Company or any Affiliate of the Company or affect in any manner the right of the
Company or any Affiliate of the Company to terminate the employment of any
person at any time without liability hereunder.



                                       16
<PAGE>   17

         6.10  RIGHTS AS STOCKHOLDER. No person shall have any right as a
stockholder of the Company with respect to any shares of Common Stock or other
equity security of the Company which is subject to an award hereunder unless and
until such person becomes a stockholder of record with respect to such shares of
Common Stock or equity security.

         6.11  DESIGNATION OF BENEFICIARY. If permitted by the Company, a holder
of an award may file with the Committee a written designation of one or more
persons as such holder's beneficiary or beneficiaries (both primary and
contingent) in the event of the holder's death. To the extent an outstanding
option or SAR granted hereunder is exercisable, such beneficiary or
beneficiaries shall be entitled to exercise such option or SAR. Each beneficiary
designation shall become effective only when filed in writing with the Committee
during the holder's lifetime on a form prescribed by the Committee. The spouse
of a married holder domiciled in a community property jurisdiction shall join in
any designation of a beneficiary other than such spouse. The filing with the
Committee of a new beneficiary designation shall cancel all previously filed
beneficiary designations. If a holder fails to designate a beneficiary, or if
all designated beneficiaries of a holder predecease the holder, then each
outstanding option and SAR hereunder held by such holder, to the extent
exercisable, may be exercised by such holder's executor, administrator, legal
representative or similar person.

         6.12  GOVERNING LAW. This Plan, each award hereunder and the related
Agreement, and all determinations made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of the United States,
shall be governed by the laws of the State of Delaware and construed in
accordance therewith without giving effect to principles of conflicts of laws.

         6.13  GRANTING AWARDS TO FOREIGN PERSONS. Without the amendment of this
Plan, the Committee may grant awards to persons designated by the Committee from
time to time, who otherwise are eligible persons under Section 1.4 and who are
subject to the laws of foreign countries or jurisdictions. The Committee may
grant awards to such persons on such terms and conditions different from those
specified in this Plan as may in the judgment of the Committee be necessary or
desirable to foster and promote achievement of the purposes of this Plan and, in
furtherance of such purposes, the Committee may make such modifications,
amendments, procedures, subplans and the like as may be necessary or advisable
to comply with provisions of the laws of other countries or jurisdictions in
which the Company or its Affiliates operate or have employees or other persons
who are eligible persons under Section 1.4.

         6.14 ADDITIONAL PROVISIONS APPLICABLE TO OPTIONS GRANTED PRIOR TO IPO.
In order to comply with certain requirements of the California Corporate
Securities Law of 1968, as amended, this Section shall apply to options granted
under this Plan prior to an IPO (a "Pre-IPO Option"). The terms set forth in the
Agreements pursuant to which Pre-IPO Options are granted on January 31, 2000
(the "January 31, 2000 Options") relating to (i) the period during which an
option may be exercised, (ii) the exercise, cancellation or other disposition of
an option upon a termination of employment with the Company of the recipient of
such option, whether by reason of Disability, Retirement, death or any other
reason, (iii) restrictions on the transferability of an option and (iv) the
providing of annual financial statements to the holder of an option are hereby
incorporated into this Plan by reference as if set forth herein verbatim and
shall apply in all respects only to all Pre-IPO Options granted to eligible
persons; provided, however, that Pre-IPO Options may be granted under this Plan
having exercise periods different from those of the January 31, 2000 Options so
long as each such Pre-IPO Option becomes exercisable at a rate of at least 20%
per year during the five-year period commencing on the date of grant of such
Pre-IPO Option.


                                       17