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                                                                    EXHIBIT 10.2


                                  PROXIM, INC.

                          1995 LONG-TERM INCENTIVE PLAN


        The following constitutes the provisions of the 1995 Long-Term Incentive
Plan of Proxim, Inc., as amended and restated to reflect the stock split
effective on August 1, 2000.

        1. Purpose of the Plan. The purpose of the Proxim, Inc. 1995 Long-Term
Incentive Plan is to enable Proxim, Inc. to provide an incentive to eligible
employees, consultants and officers whose present and potential contributions
are important to the continued success of the Company, to afford these
individuals the opportunity to acquire a proprietary interest in the Company,
and to enable the Company to enlist and retain in its employment the best
available talent for the successful conduct of its business. It is intended that
this purpose will be effected through the granting of (a) stock options, (b)
stock purchase rights to buy restricted stock, (c) stock appreciation rights,
(d) performance shares and (e) stock unit awards.

        2. Definitions. As used herein, the following definitions shall apply:

             (a) "Administrator" means the Board or such of its Committees as
shall be administering the Plan, in accordance with Section 5 of the Plan.

             (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

             (c) "Board" means the Board of Directors of the Company.

             (d) "Code" means the Internal Revenue Code of 1986, as amended.

             (e) "Committee" means a Committee appointed by the Board in
accordance with Section 5 of the Plan.

             (f) "Common Stock" means the Common Stock of the Company.

             (g) "Company" means Proxim, Inc., a Delaware corporation.

             (h) "Consultant" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services and who is compensated
for such services.

             (i) "Continuous Status as an Employee or Consultant" means that the
employment or consulting relationship with the Company, any Parent, Subsidiary,
or, where applicable, any affiliated companies, is not interrupted or
terminated. Continuous Status as an


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Employee or Consultant shall not be considered interrupted in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its Parent, any Subsidiary, any
successor, or, where applicable, any affiliated companies. A leave of absence
approved by the Company shall include sick leave, military leave, or any other
personal leave approved by an authorized representative of the Company. For
purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the ninety-first day following such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.

             (j) "Director" means a member of the Board.

             (k) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

             (l) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent, Subsidiary or where applicable, entities
affiliated with the Company. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

             (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

             (n) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                    (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

                    (ii) If the Common Stock is quoted on the NASDAQ System (but
not on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

                    (iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.



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             (o) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

             (p) "Nonstatutory Stock Option" means any Option that is not an
Incentive Stock Option.

             (q) "Notice of Grant" means a written notice evidencing certain
terms and conditions of an individual Option, Stock Purchase Right, SAR,
Performance Share or Stock Unit Award grant. The Notice of Grant is part of the
corresponding agreement.

             (r) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

             (s) "Option" means a stock option granted pursuant to the Plan.

             (t) "Option Agreement" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

             (u) "Optioned Stock" means the Common Stock subject to an Option or
Right.

             (v) "Optionee" means an Employee or Consultant who holds an
outstanding Option or Right.

             (w) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

             (x) "Payment Value" means the dollar amount assigned to a
Performance Share which shall be equal to the Fair Market Value of the Common
Stock on the day of the Administrator's determination under Section 9 with
respect to the applicable Performance Cycle.

             (y) "Performance Cycle" or "Cycle" means the period of years
selected by the Administrator during which the performance is measured for the
purpose of determining the extent to which an award of Performance Shares has
been earned.

             (z) "Performance Goals" means the objectives established by the
Administrator for a Performance Cycle, for the purpose of determining the extent
to which Performance Shares that have been contingently awarded for such Cycle
are earned.

             (aa) "Performance Share" means an award granted pursuant to Section
9 of the Plan expressed as a share of Common Stock.

             (bb) "Plan" means this 1995 Long-Term Incentive Plan.



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             (cc) "Restricted Stock" means shares of Common Stock subject to a
Restricted Stock Purchase Agreement acquired pursuant to a grant of Stock
Purchase Rights under Section 8 below.

             (dd) "Restricted Stock Purchase Agreement" means a written
agreement between the Company and the Optionee evidencing the terms and
restrictions applying to stock purchased under a Stock Purchase Right. The
Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.

             (ee) "Right" means and includes SARs, Performance Shares, Stock
Unit Awards and Stock Purchase Rights granted pursuant to the Plan.

             (ff) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor rule thereto, as in effect when discretion is being exercised with
respect to the Plan.

             (gg) "SAR" means a stock appreciation right granted pursuant to
Section 7 of the Plan.

             (hh) "SAR Agreement" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual SAR grant.
The SAR Agreement is subject to the terms and conditions of the Plan.

             (ii) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

             (jj) "Stock Purchase Right" means the right to purchase Common
Stock pursuant to Section 8 of the Plan, as evidenced by a Notice of Grant.

             (kk) "Stock Unit Award" means an award of Common Stock or units
granted under Section 10.

             (ll) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

        3. Eligibility and Code Section 162(m) Limitation.

             (a) Eligibility. Nonstatutory Stock Options and Rights may be
granted to Employees and Consultants. Incentive Stock Options may be granted
only to Employees. If otherwise eligible, an Employee or Consultant who has been
granted an Option or Right may be granted additional Options or Rights.

             (b) Code Section 162(m) Limitation. The following limitation shall
apply to grants of Options, Stock Purchase Rights and Stock Unit Awards to
Employees:

                    (i) No Employee shall be granted, in any fiscal year of the
Company, Options, Stock Purchase Rights and Stock Unit Awards to purchase more
than 400,000 Shares.



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                    (ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.

                    (iii) If an Option, Stock Purchase Right or Stock Unit Award
is canceled in the same fiscal year of the Company in which it was granted
(other than in connection with a transaction described in Section 12), the
canceled Option, Stock Purchase Right or Stock Unit Award will be counted
against the limit set forth in Section 3(b)(i). For this purpose, if the
exercise price of an Option, Stock Purchase Right or Stock Unit Award is
reduced, the transaction will be treated as a cancellation of the Option, Stock
Purchase Right or Stock Unit Award and the grant of a new Option, Stock Purchase
Right or Stock Unit Award.

        4. Stock Subject to the Plan. The total number of Shares reserved and
available for distribution under the Plan is eight million three hundred
thousand (8,300,000) Shares and the maximum number of Shares that may be granted
pursuant to Rights shall not exceed ten percent (10%) of the Shares reserved for
issuance under the Plan. Subject to Section 12 of the Plan, if any Shares that
have been optioned under an Option cease to be subject to such Option (other
than through exercise of the Option), or if any Option or Right granted
hereunder is forfeited or any such award otherwise terminates prior to the
issuance of Common Stock to the participant, the shares that were subject to
such Option or Right shall again be available for distribution in connection
with future Option or right grants under the Plan; provided, however, that
Shares that have actually been issued under the Plan, whether upon exercise of
an Option or Right, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of
Restricted Stock are repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.

        5. Administration.

             (a) Composition of Administrator.

                    (i) Multiple Administrative Bodies. The Plan may be
administered by different committees with respect to different groups of
Directors, Officers, and Employees.

                    (ii) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

                    (iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.

                    (iv) Other Administration. Other than as provided above, the
Plan shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.



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             (b) Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in
its discretion:

                    (i) to determine the Fair Market Value of the Common Stock,
in accordance with Section 2(n) of the Plan;

                    (ii) to select the Consultants and Employees to whom Options
and Rights may be granted hereunder;

                    (iii) to determine whether and to what extent Options and
Rights or any combination thereof, are granted hereunder;

                    (iv) to determine the number of shares of Common Stock to be
covered by each Option and Right granted hereunder;

                    (v) to approve forms of agreement for use under the Plan;

                    (vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options or Rights may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option or Right or the shares of
Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

                    (vii) to construe and interpret the terms of the Plan;

                    (viii) to prescribe, amend and rescind rules and regulations
relating to the Plan;

                    (ix) to determine whether and under what circumstances an
Option or Right may be settled in cash instead of Common Stock or Common Stock
instead of cash;

                    (x) to modify or amend each Option or Right (subject to
Section 14 of the Plan);

                    (xi) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or Right
previously granted by the Administrator;

                    (xii) to allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld shall be determined on the date that



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the amount of tax to be withheld is to be determined. All elections by an
Optionee to have Shares withheld for this purpose shall be made in such form and
under such conditions as the Administrator may deem necessary or advisable;

                    (xiii) to determine the terms and restrictions applicable to
Options and Rights and any Restricted Stock; and

                    (xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.

             (c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options or Rights.

        6. Duration of the Plan. The Plan shall remain in effect until
terminated by the Board under the terms of the Plan, provided that in no event
may Incentive Stock Options be granted under the Plan later than 10 years from
the date the Plan was adopted by the Board.

        7. Options and SARs.

             (a) Options. The Administrator, in its discretion, may grant
Options to eligible participants and shall determine whether such Options shall
be Incentive Stock Options or Nonstatutory Stock Options. Each Option shall be
evidenced by a Notice of Grant which shall expressly identify the Options as
Incentive Stock Options or as Nonstatutory Stock Options, and be in such form
and contain such provisions as the Administrator shall from time to time deem
appropriate. Without limiting the foregoing, the Administrator may at any time
authorize the Company, with the consent of the respective recipients, to issue
new Options or Rights in exchange for the surrender and cancellation of
outstanding Options or Rights. Option agreements shall contain the following
terms and conditions:

                    (i) Exercise Price; Number of Shares. The per Share exercise
price for the Shares issuable pursuant to an Option shall be such price as is
determined by the Administrator; provided, however, that in the case of an
Incentive Stock Option, the price shall be no less than 100% of the Fair Market
Value of the Common Stock on the date the Option is granted, subject to any
additional conditions set out in Section 7(a)(iv) below. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                         The Notice of Grant shall specify the number of Shares
to which it pertains.

                    (ii) Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator will determine the terms and conditions to
be satisfied before Shares may be purchased, including the dates on which Shares
subject to the Option may first be purchased. The



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Administrator may specify that an Option may not be exercised until the
completion of the service period specified at the time of grant. (Any such
period is referred to herein as the "waiting period.") At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised, which shall not be earlier than the end of the waiting period, if
any, nor, in the case of an Incentive Stock Option, later than ten (10) years,
from the date of grant.

                    (iii) Form of Payment. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and may, to the extent
permitted by the Delaware General Corporation Law, consist entirely of:

                         (1) cash;

                         (2) check;

                         (3) promissory note;

                         (4) other Shares which (1) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six months on the date of surrender, and (2) have a Fair Market Value on
the date of surrender not greater than the aggregate exercise price of the
Shares as to which said Option shall be exercised;

                         (5) delivery of a properly executed exercise notice
together with such other documentation as the Administrator and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price;

                         (6) any combination of the foregoing methods of
payment; or

                         (7) such other consideration and method of payment for
the issuance of Shares to the extent permitted by Applicable Laws.

                    (iv) Special Incentive Stock Option Provisions. In addition
to the foregoing, Options granted under the Plan which are intended to be
Incentive Stock Options under Section 422 of the Code shall be subject to the
following terms and conditions:

                         (1) Dollar Limitation. To the extent that the aggregate
Fair Market Value of (a) the Shares with respect to which Options designated as
Incentive Stock Options plus (b) the shares of stock of the Company, Parent and
any Subsidiary with respect to which other incentive stock options are
exercisable for the first time by an Optionee during any calendar year under all
plans of the Company and any Parent and Subsidiary exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of the
preceding sentence, (a) Options shall be taken into account in the order in
which they were granted, and (b) the Fair Market Value of the Shares shall be
determined as of the time the Option or other incentive stock option is granted.



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                         (2) 10% Stockholder. If any Optionee to whom an
Incentive Stock Option is to be granted pursuant to the provisions of the Plan
is, on the date of grant, the owner of Common Stock (as determined under Section
424(d) of the Code) possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary of the
Company, then the following special provisions shall be applicable to the Option
granted to such individual:

                              a) The per Share Option price of Shares subject to
such Incentive Stock Option shall not be less than 110% of the Fair Market Value
of Common Stock on the date of grant; and

                              b) The Option shall not have a term in excess of
five (5) years from the date of grant.

                              Except as modified by the preceding provisions of
this subsection 7(a)(iv) and except as otherwise limited by Section 422 of the
Code, all of the provisions of the Plan shall be applicable to the Incentive
Stock Options granted hereunder.

                    (v) Other Provisions. Each Option granted under the Plan may
contain such other terms, provisions, and conditions not inconsistent with the
Plan as may be determined by the Administrator.

                    (vi) Buyout Provisions. The Administrator may at any time
offer to buyout for a payment in cash, promissory note or Shares, an Option
previously granted, based on such terms and conditions as the Administrator
shall establish and communicate to the Optionee at the time that such offer is
made.

             (b) SARs.

                    (i) In Connection with Options. At the sole discretion of
the Administrator, SARs may be granted in connection with all or any part of an
Option, either concurrently with the grant of the Option or at any time
thereafter during the term of the Option. The following provisions apply to SARs
that are granted in connection with Options:

                         (1) The SAR shall entitle the Optionee to exercise the
SAR by surrendering to the Company unexercised the corresponding portion of the
related Option. The Optionee shall receive in Exchange from the Company an
amount equal to the excess of (1) the Fair Market Value on the date of exercise
of the SAR of the Common Stock covered by the surrendered portion of the related
Option over (2) the exercise price of the Common Stock covered by the
surrendered portion of the related Option. Notwithstanding the foregoing, the
Administrator may place limits on the amount that may be paid upon exercise of
an SAR; provided, however, that such limit shall not restrict the exercisability
of the related Option.

                         (2) When an SAR is exercised, the related Option, to
the extent surrendered, shall cease to be exercisable.



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                         (3) An SAR shall be exercisable only when and to the
extent that the related Option is exercisable and shall expire no later than the
date on which the related Option expires.

                         (4) An SAR may only be exercised at a time when the
Fair Market Value of the Common Stock covered by the related Option exceeds the
exercise price of the Common Stock covered by the related Option.

                    (ii) Independent of Options. At the sole discretion of the
Administrator, SARs may be granted without related Options. The following
provisions apply to SARs that are not granted in connection with Options:

                         (1) The SAR shall entitle the Optionee, by exercising
the SAR, to receive from the Company an amount equal to the excess of (1) the
Fair Market Value of the Common Stock covered by the exercised portion of the
SAR, as of the date of such exercise, over (2) the Fair Market Value of the
Common Stock covered by the exercised portion of the SAR, as of the date on
which the SAR was granted; provided, however, that the Administrator may place
limits on the aggregate amount that may be paid upon exercise of an SAR.

                         (2) SARs shall be exercisable, in whole or in part, at
such times as the Administrator shall specify in the Optionee's SAR agreement.

                    (iii) Form of Payment. The Company's obligation arising upon
the exercise of an SAR may be paid in Common Stock or in cash, or in any
combination of Common Stock and cash, to the extent permitted by Delaware
corporation law and as the Administrator, in its sole discretion, may determine.
Shares issued upon the exercise of an SAR shall be valued at their Fair Market
Value as of the date of exercise.

             (c) Method of Exercise.

                    (i) Procedure for Exercise; Rights as a Stockholder. Any
Option or SAR granted hereunder shall be exercisable at such times and under
such conditions as determined by the Administrator and as shall be permissible
under the terms of the Plan.

                         An Option may not be exercised for a fraction of a
Share.

                         An Option or SAR shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option or SAR by the person entitled to exercise the Option or
SAR and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. Full payment may, as authorized by
the Administrator (and, in the case of an Incentive Stock Option, determined at
the time of grant) and permitted by the Option Agreement consist of any
consideration and method of payment allowable under subsection 7(a)(iii) of the
Plan. Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or



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any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 12 of the Plan.

                         Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter shall be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised. Exercise of an SAR in any manner shall, to the
extent the SAR is exercised, result in a decrease in the number of Shares which
thereafter shall be available for purposes of the Plan, and the SAR shall cease
to be exercisable to the extent it has been exercised.

                    (ii) Termination of Employment or Consulting Relationship.
In the event an Optionee's Continuous Status as an Employee or Consultant
terminates other than upon the Optionee's death or Disability (but not in the
event of an Optionee's change of status from Employee to Consultant (in which
case an Employee's Incentive Stock Option shall automatically convert to a
Nonstatutory Stock Option on the date three (3) months and one day following
such change of status) or from Consultant to Employee), the Optionee may
exercise his or her Option or SAR, but only within such period of time as is
determined by the Administrator, not to exceed six (6) months (three (3) months
in the case of an Incentive Stock Option) from the date of such termination, and
only to the extent that the Optionee was entitled to exercise it at the date of
such termination (but in no event later than the expiration of the term of such
Option or SAR as set forth in the Option or SAR Agreement). To the extent that
Optionee was not entitled to exercise an Option or SAR at the date of such
termination, and to the extent that the Optionee does not exercise such Option
or SAR (to the extent otherwise so entitled) within the time specified herein,
the Option or SAR shall terminate.

                    (iii) Disability of Optionee. In the event an Optionee's
Continuous Status as an Employee or Consultant terminates as a result of the
Optionee's Disability, the Optionee may exercise his or her Option or SAR, but
only within twelve (12) months from the date of such termination, and only to
the extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the term of such
Option or SAR as set forth in the Option or SAR Agreement). To the extent that
Optionee was not entitled to exercise an Option or SAR at the date of such
termination, and to the extent that the Optionee does not exercise such Option
or SAR (to the extent otherwise so entitled) within the time specified herein,
the Option or SAR shall terminate.

                    (iv) Death of Optionee. In the event of an Optionee's death,
the Optionee's estate or a person who acquired the right to exercise the
deceased Optionee's Option or SAR by bequest or inheritance may exercise the
Option or SAR, but only within twelve (12) months following the date of death,
and only to the extent that the Optionee was entitled to exercise it at the date
of death (but in no event later than the expiration of the term of such Option
or SAR as set forth in the Option or SAR Agreement). To the extent that Optionee
was not entitled to exercise an Option or SAR at the date of death, and to the
extent that the Optionee's estate or a person who acquired the



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right to exercise such Option does not exercise such Option or SAR (to the
extent otherwise so entitled) within the time specified herein, the Option or
SAR shall terminate.

        8. Stock Purchase Rights.

             (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing of the terms, conditions and restrictions related to the
offer, including the number of Shares that the offeree shall be entitled to
purchase, the price to be paid (provided that such price is not less than the
minimum price permitted by the Delaware General Corporation Law), and the time
within which the offeree must accept such offer, which shall in no event exceed
thirty (30) days from the date upon which the Administrator made the
determination to grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock Purchase Agreement in the form determined by the
Administrator.

             (b) Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's employment with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine.

             (c) Other Provisions. The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock Purchase Agreements need not be the
same with respect to each purchaser.

             (d) Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 12
of the Plan.

        9. Performance Shares.

             (a) The Administrator shall have sole and complete authority to
determine the Employees who shall receive Performance Shares, the number of such
shares for each Performance Cycle, the Performance Goals on which each Award
shall be contingent, the duration of each Performance Cycle, and the value of
each Performance Share. There may be more than one Performance Cycle in
existence at any one time, and the duration of Performance Cycles may differ
from each other.



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             (b) The Administrator shall establish Performance Goals for each
Cycle on the basis of such criteria and to accomplish such objectives as the
Administrator may from time to time select. During any Cycle, the Administrator
may adjust the Performance Goals for such Cycle as it deems equitable in
recognition of unusual or nonrecurring events affecting the Company, changes in
applicable tax laws or accounting principles, or such other factors as the
Administrator may determine.

             (c) As soon as practicable after the end of a Performance Cycle,
the Administrator shall determine the number of Performance Shares that have
been earned on the basis of performance in relation to the established
Performance Goals. Payment Values of earned Performance Shares shall be
distributed to the Participant or, if the Participant has died, to the
Participant's designated Beneficiary, as soon as practicable after the
expiration of the Performance Cycle and the Administrator's determination above.
The Administrator shall determine whether Payment Values are to be distributed
in the form of cash or shares of Common Stock.

             (d) In the sole and complete discretion of the Administrator, an
Award granted under this Section 9 may provide the Participant with dividends or
dividend equivalents (payable on a current or deferred basis) and cash payments
in lieu of or in addition to an Award.

        10. Stock Unit Awards.

             (a) The Administrator shall have sole and complete authority to
grant Stock Unit Awards hereunder that can be in the form of Common Stock or
units (including restricted stock units), the value of which is based, in whole
or in part, on the value of Common Stock. Subject to the provisions of the Plan,
Stock Unit Awards shall be subject to such terms, restrictions, conditions,
vesting requirements and payment rules (all of which are sometimes hereinafter
collectively referred to as "rules") as the Administrator may determine in its
sole and complete discretion at the time of grant. The rules need not be
identical for each Stock Unit Award.

             (b) A Stock Unit Award may be granted subject to the following
rules:

                    (i) Unless determined otherwise by the Administrator, any
shares of Common Stock that are part of a Stock Unit Award may not be assigned,
sold, transferred, pledged or otherwise encumbered prior to the date on which
the shares are issued or, if later, the date provided by the Administrator at
the time of grant of the Stock Unit Award.

                    (ii) Stock Unit Awards may provide for the payment of cash
consideration by the person to whom such Award is granted or provide that the
Award, and any Common Stock to be issued in connection therewith, if applicable,
shall be delivered without the payment of cash consideration, provided that for
any Common Stock to be purchased in connection with a Stock Unit Award the
purchase price shall be at least 50% of the Fair Market Value of such Common
Stock on the date such award is granted.

                    (iii) Stock Unit Awards may relate in whole or in part to
certain performance criteria established by the Administrator at the time of
grant.



                                      -13-
<PAGE>   14

                    (iv) Stock Unit Awards may provide for deferred payment
schedules and/or vesting over a specific period of employment.

                    (v) In such circumstances as the Administrator may deem
advisable, the Administrator may waive or otherwise remove, in whole or in part,
any restriction or limitation to which a Stock Unit Award was made subject at
the time of grant.

             (c) In the sole and complete discretion of the Administrator, an
Award pursuant to this Section 10 may provide the Participant with dividends or
dividend equivalents (payable on a current or deferred basis) and cash payments
in lieu of or in addition to an Award.

        11. Non-Transferability of Options and Rights. Unless determined
otherwise by the Administrator, Options and Rights may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee. If the Administrator makes an
Option or Stock Purchase Right transferable, such Option or Stock Purchase Right
shall contain such additional terms and conditions as the Administrator deems
appropriate.

        12. Adjustments Upon Changes in Capitalization, Dissolution, Merger,
Asset Sale or Change of Control.

             (a) Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Right, and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to which no
Options or Rights have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or Right, as well as the price per
share of Common Stock covered by each such outstanding Option or Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Administrator, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option or Right.

             (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an Option or Right
has not been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Administrator may, in the exercise of
its sole discretion in such instances, declare that any Option or Right shall
terminate as of a date fixed by the Administrator and give each Optionee the
right to exercise his or her Option or Right as to all or any part of the
Optioned Stock, including Shares as to which the Option or Right would not
otherwise be exercisable.



                                      -14-
<PAGE>   15

             (c) Merger or Asset Sale. Subject to the provisions of paragraph
(d) hereof, in the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, (i)
each outstanding Option and Right shall be assumed or an equivalent Option or
Right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation and (ii) twelve months of unvested shares, if any, subject
to such Option or Right shall vest and become fully exercisable upon the Change
in Control. In the event that the successor corporation does not agree to assume
the Option or Right or to substitute an equivalent option or right, the Optionee
shall have the right to exercise the Option or Right as to all of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable. If an
Option or Right becomes exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Optionee shall be notified that the
Option or Right shall be exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Right will terminate upon the expiration
of such period. For the purposes of this paragraph, the Option or Right shall be
considered assumed if, immediately following the merger or sale of assets, the
Option or Right confers the right to purchase, for each Share of Optioned Stock
subject to the Option or Right immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets was not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation and the Optionee, provide for the
consideration to be received upon the exercise of the Option or Right, for each
Share of Optioned Stock subject to the Option or Right, to be solely common
stock of the successor corporation or its Parent equal in Fair Market Value to
the per share consideration received by holders of Common Stock in the merger or
sale of assets.

             (d) Change in Control. At the time any Option or Right is granted,
the Administrator may, in its sole discretion, provide that in the event of a
"Change in Control" of the Company, as defined in paragraph (e) below, then the
following acceleration and valuation provisions shall apply:

                    (i) Such Option or Right outstanding on the date such Change
in Control is determined to have occurred that is not yet exercisable and vested
on such date shall become fully exercisable and vested; or

                    (ii) Such Option or Right, to the extent it is exercisable
and vested (including any Option or Right that shall become exercisable and
vested pursuant to subparagraph (i) above), shall be terminated in exchange for
a cash payment equal to the Change in Control Price, (reduced by the exercise
price, if any, applicable to such Options or Rights). These cash proceeds shall
be paid to the Optionee or, in the event of death of an Optionee prior to
payment, to the estate of the Optionee or to a person who acquired the right to
exercise the Option or Right by bequest or inheritance.



                                      -15-
<PAGE>   16

             (e) Definition of "Change in Control". For purposes of this Section
12, a "Change in Control" means the happening of any of the following:

                    (i) When any "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a
Company employee benefit plan, including any trustee of such plan acting as
trustee) files or becomes obligated to file a Schedule 13D under the Exchange
Act or any amendment thereto (the "Filing") reporting that such person (or group
of affiliated persons) is or has become the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing forty percent (40%) or more of the total voting power
represented by the Company's then outstanding voting securities, and such person
(or group) indicates in connection with such Filing any plans or proposals to
effect any of the transactions or events enumerated in Item 4 of Schedule 13D;
or

                    (ii) A merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least sixty percent (60%) of
the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve an agreement for the
sale or disposition by the Company of all or substantially all the Company's
assets; or

                    (iii) A change in the composition of the Board of Directors
of the Company occurring within a two-year period, as a result of which fewer
than a majority of the directors are Incumbent Directors. "Incumbent Directors"
shall mean directors who either (A) are directors of the Company as of the date
the Plan is approved by the stockholders, or (B) are elected, or nominated for
election, to the Board of Directors of the Company with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but shall not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company).

             (f) Change in Control Price. For purposes of this Section 12,
"Change in Control Price" shall be, as determined by the Administrator, (i) the
highest Fair Market Value of a Share within the 60-day period immediately
preceding the date of determination of the Change in Control Price by the
Administrator (the "60-Day Period"), or (ii) the highest price paid or offered
per Share, as determined by the Administrator, in any bona fide transaction or
bona fide offer related to the Change in Control of the Company, at any time
within the 60-Day Period, or (iii) such lower price as the Administrator, in its
discretion, determines to be a reasonable estimate of the fair market value of a
Share.

        13. Date of Grant. The date of grant of an Option or Right shall be, for
all purposes, the date on which the Administrator makes the determination
granting such Option or Right, or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to each Optionee
within a reasonable time after the date of such grant.



                                      -16-
<PAGE>   17

        14. Amendment and Termination of the Plan.

             (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

             (b) Stockholder Approval. The Company shall obtain stockholder
approval of any Plan amendment to the extent such approval is determined by the
Board to be necessary and desirable to comply with Applicable Laws.

             (c) Stockholder Approval for Stock Option Repricing; Shares Subject
to Rights. Notwithstanding anything to the contrary in this Plan, the
Administrator shall not do any of the following without previously obtaining
stockholder approval:

                    (i) reduce the exercise price of any outstanding Options;

                    (ii) institute a program whereby outstanding Options are
surrendered in exchange for Options with a lower exercise price;

                    (iii) grant Options or amend outstanding Options in a way
that would be considered to "reprice" such Options in accordance with the rules
under Item 402 of Regulation S-K promulgated under the Securities Act of 1933;
or

                    (iv) grant more than 10% of the Shares reserved for issuance
under the Plan pursuant to Rights.

             (d) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.

        15. Conditions Upon Issuance of Shares.

             (a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option or Right unless the exercise of such Option or Right and
the issuance and delivery of such Shares shall comply with all relevant
provisions of Applicable Laws.

             (b) Investment Representations. As a condition to the exercise of
an Option or Right, the Company may require the person exercising such Option or
Right to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.

        16. Liability of Company. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any



                                      -17-
<PAGE>   18

liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

        17. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

        18. Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted. Such stockholder approval shall be obtained in the degree
and manner required under Applicable Laws.


                                      -18-