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                                                                    EXHIBIT 10.9

                               ANIMAS CORPORATION

                           2004 EQUITY INCENTIVE PLAN

         SECTION 1. PURPOSE; DEFINITIONS. The purposes of the Animas Corporation
2004 Equity Incentive Plan (the "Plan") are to: (a) enable Animas Corporation
(the "Company") and its affiliated companies to recruit and retain highly
qualified employees, directors and consultants; (b) provide those employees,
directors and consultants with an incentive for productivity; and (c) provide
those employees, directors and consultants with an opportunity to share in the
growth and value of the Company.

                  For purposes of the Plan, the following initially capitalized
words and phrases will be defined as set forth below, unless the context clearly
requires a different meaning:

                  (a)      "Affiliate" means, with respect to a Person, a Person
that directly or indirectly controls, or is controlled by, or is under common
control with such Person.

                  (b)      "Award" means a grant of Options, SARs, Restricted
Shares or Restricted Share Units pursuant to the provisions of the Plan.

                  (c)      "Award Agreement" means, with respect to any
particular Award, the written document that sets forth the terms of that
particular Award.

                  (d)      "Board" means the Board of Directors of the Company;
provided, however, that if the Board appoints a Committee to perform some or all
of the Board's administrative functions hereunder pursuant to Section 2,
references in the Plan to the "Board" will be deemed to also refer to that
Committee in connection with administrative matters to be performed by that
Committee.

                  (e)      "Cause," with respect to a particular Participant,
means, except to the extent specified otherwise by the Committee, a finding by
the Board that the Participant: (i) has breached his or her employment or
service contract with the Company, if any; (ii) has breached any obligation or
duty to the Company or any of its Affiliates (whether arising by statute, common
law, contract or otherwise); (iii) has engaged in disloyalty to the Company,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty in the course of his or her employment or service;
(iv) has disclosed trade secrets or confidential information of the Company to
persons not entitled to receive such information; or (v) has engaged in such
other behavior detrimental to the interests of the Company as the Board
determines. Notwithstanding the foregoing, if a Participant and the Company (or
any of its Affiliates) have entered into an employment agreement, consulting
agreement or other similar agreement that specifically defines "cause," then
with respect to such Participant, "Cause" shall have the meaning defined in that
employment agreement, consulting agreement or other agreement.

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                  (f)      "Change in Control" means if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes a
"beneficial owner" (as defined in Rule 13d-3 under Exchange Act), directly or
indirectly, of securities of the Company representing more than 50% of the
voting power of the then outstanding securities of the Company; provided that a
Change in Control shall not be deemed to occur as a result of a change of
ownership resulting from the death of a shareholder, and a Change in Control
shall not be deemed to occur as the result of a transaction in which the Company
becomes a subsidiary of another corporation and in which the shareholders of the
Company, immediately prior to the transaction, will beneficially own,
immediately after the transaction, shares entitling such shareholders to more
than 50% of all votes which all shareholders of the parent corporation would be
entitled in the election of directors (without consideration of the rights of
any class of stock to elect directors by a separate class vote); or (ii) the
shareholders of the Company approve (or, if shareholder approval is not
required, the Board approves) an agreement providing for: (A) the merger or
consolidation of the Company with another corporation where the shareholders of
the Company, immediately prior to the merger or consolidation, will not
beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to more than 50% of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), (B) the sale or other disposition of all or
substantially all of the assets of the Company, or (C) a liquidation or
dissolution of the Company.

                  (g)      "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.

                  (h)      "Committee" means a committee appointed by the Board
in accordance with Section 2 of the Plan.

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

                  (j)      "Disability" means a Grantee's becoming disabled
within the meaning of Section 22(e)(3) of the Code.

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

                  (l)      "Fair Market Value" means, as of any date: (i) the
closing price of the Shares as reported on the principal nationally recognized
stock exchange on which the Shares are traded on such date, or if no Share
prices are reported on such date, the closing price of the Shares on the last
preceding date on which there were reported Share prices; or (ii) if the Shares
are not listed or admitted to unlisted trading privileges on a nationally
recognized stock exchange, the closing price of the Shares as reported by The
Nasdaq Stock Market on such date, or if no Share prices are reported on such
date, the closing price of the Shares on the last preceding date on which there
were reported Share prices; or (iii) if the Shares are not listed or admitted to
unlisted trading privileges on a nationally recognized stock exchange or traded
on The Nasdaq Stock Market, the Fair Market Value will be determined by the
Board acting in its discretion, which determination will be conclusive.

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                  (m)      "Incentive Stock Option" means any Option intended to
be and designated as an "Incentive Stock Option" within the meaning of Section
422 of the Code.

                  (n)      "Non-Employee Director" will have the meaning set
forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange
Commission under the Exchange Act, or any successor definition adopted by the
Securities and Exchange Commission; provided, however, that the Board or the
Committee may, to the extent that it deems necessary to comply with Section
162(m) of the Code or regulations thereunder, require that each "Non-Employee
Director" also be an "outside director" as that term is defined in regulations
under Section 162(m) of the Code.

                  (o)      "Non-Qualified Stock Option" means any Option that is
not an Incentive Stock Option.

                  (p)      "Option" means any option to purchase Shares
(including Restricted Shares, if the Committee so determines) granted pursuant
to Section 5 hereof.

                  (q)      "Participant" means an employee, consultant or
Director of the Company or any of its Affiliates to whom an Award is granted.

                  (r)      "Person" means an individual, partnership,
corporation, limited liability company, trust, joint venture, unincorporated
association, or other entity or association.

                  (s)      "Predecessor Plans" means the Company's 1996
Incentive Stock Plan and 1998 Equity Compensation Plan.

                  (t)      "Restricted Shares" means Shares that are subject to
restrictions pursuant to Section 8 hereof.

                  (u)      "Restricted Share Unit" means a right granted under
and subject to restrictions pursuant to Section 9 of the Plan.

                  (v)      "SAR" means a share appreciation right granted under
the Plan and described in Section 6 hereof.

                  (w)      "Share" means a share of the Company's common stock,
par value $.01, subject to substitution or adjustment as provided in Section
3(d) hereof.

                  (x)      "Subsidiary" means, in respect of the Company, a
subsidiary company, whether now or hereafter existing, as defined in Sections
424(f) and (g) of the Code.

         SECTION 2. ADMINISTRATION. The Plan will be administered by the Board;
provided, however, that the Board may at any time appoint a Committee to perform
some or all of the Board's administrative functions hereunder; and provided
further, that the authority of any Committee appointed pursuant to this Section
2 will be subject to such terms and conditions as the Board may prescribe and
will be coextensive with, and not in lieu of, the authority of the Board
hereunder.

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                  Any Committee established under this Section 2 will be
composed of not fewer than two members, each of whom will serve for such period
of time as the Board determines; provided, however, that if the Company has a
class of securities required to be registered under Section 12 of the Exchange
Act, all members of any Committee established pursuant to this Section 2 will be
Non-Employee Directors. From time to time the Board may increase the size of the
Committee and appoint additional members thereto, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies
however caused, or remove all members of the Committee and thereafter directly
administer the Plan.

                  The Board will have full authority to grant Awards under this
Plan. In particular, subject to the terms of the Plan, the Board will have the
authority:

                  (a)      to select the persons to whom Awards may from time to
time be granted hereunder (consistent with the eligibility conditions set forth
in Section 4);

                  (b)      to determine the type of Award to be granted to any
person hereunder;

                  (c)      to determine the number of Shares, if any, to be
covered by each such Award;

                  (d)      to establish the terms and conditions of each Award
Agreement;

                  (e)      to determine whether and under what circumstances an
Option may be exercised without a payment of cash under Section 5(d); and

                  (f)      to determine whether, to what extent and under what
circumstances Shares and other amounts payable with respect to an Award may be
deferred either automatically or at the election of the Participant.

                  The Board will have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as it,
from time to time, deems advisable; to establish the terms of each Award
Agreement; to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any Award Agreement); and to otherwise supervise the
administration of the Plan. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any Award in the
manner and to the extent it deems necessary to carry out the intent of the Plan.

                  All decisions made by the Board pursuant to the provisions of
the Plan will be final and binding on all persons, including the Company and
Participants. No Director will be liable for any good faith determination, act
or omission in connection with the Plan or any Award.

         SECTION 3. SHARES SUBJECT TO THE PLAN.

                  (a)      Shares Subject to the Plan. The Shares to be subject
to or related to Awards under the Plan will be authorized and unissued Shares of
the Company, whether or not previously issued and subsequently acquired by the
Company. Subject to this Section 3(a)

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and subject to adjustment from time to time in accordance with the provisions of
Section 3(d), the maximum number of Shares that may be subject to Awards under
the Plan is 6,500,000 and the Company will reserve for the purposes of the Plan,
out of its authorized and unissued Shares, such number of Shares. Without
limiting the generality of the foregoing, any number of that maximum number of
Shares may be subject to Incentive Stock Options or Non-Qualified Stock Options
or any combination thereof. Such authorized share reserve is comprised of (i)
2,599,595 Shares, which represent that number of Shares subject to options,
which as of the Plan Effective Date, have been issued under the Predecessor
Plans and will only become available under this Plan if and to the extent that
the options pursuant to which such Shares are subject expire or are forfeited
prior to being exercised, plus (ii) an additional increase of 3,900,405 Shares
authorized by the Board on the Plan Effective Date.

                  (b)      Individual Limit. In no event shall the aggregate
number of Shares for which any one individual participating in the Plan may be
granted Awards for any given year exceed 500,000 Shares.

                  (c)      Effect of the Expiration or Termination of Awards. If
and to the extent that an Option, SAR or Restricted Share Unit expires,
terminates or is canceled or forfeited for any reason without having been
exercised in full, the Shares associated with that Option, SAR or Restricted
Share Unit will again become available for grant under the Plan. Similarly, if
and to the extent any Restricted Share is canceled, forfeited or repurchased for
any reason, or if any Share is withheld pursuant to Section 15(d) in settlement
of a tax withholding obligation associated with an Award, that Share will again
become available for grant under the Plan. Finally, if any Share subject to an
Option is withheld by the Company in satisfaction of the exercise price payable
upon exercise of that Option, that Share will again become available for grant
under the Plan.

                  (d)      Other Adjustment. In the event of any
recapitalization, stock split or combination, stock dividend or other similar
event or transaction affecting the Shares, equitable substitutions or
adjustments may be made by the Board, in its sole and absolute discretion, to
the aggregate number, type and issuer of the securities reserved for issuance
under the Plan, to the number, type and issuer of Shares subject to outstanding
Options and SARs, to the exercise price of outstanding Options or SARs, to the
number, type and issuer of Restricted Shares outstanding under the Plan and to
the number of Restricted Share Units outstanding under the Plan and/or the type
of securities referenced for determining payment in respect thereof.

                  (e)      Change in Control. Upon a Change in Control where the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation), unless the Board determines otherwise in its sole
discretion, the Board will (i) cancel any Option in exchange for a substitute
option in a manner consistent with the requirements of Treas. Reg. Section
1.425-1(a)(4)(i) (notwithstanding the fact that the original Option may never
have been intended to satisfy the requirements for treatment as an Incentive
Stock Option), and (ii) cancel any Restricted Shares or Restricted Share Units
held by a Participant affected by the Change in Control in exchange for
restricted shares of or restricted share units in respect of the common stock of
any successor corporation.

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                  Notwithstanding anything to the contrary set forth in the
Plan, upon or in anticipation of any Change in Control of the Company or any of
its Affiliates, the Board may, in its sole and absolute discretion and without
the need for the consent of any Participant, take one or more of the following
actions contingent upon the occurrence of that Change in Control: (i) cause any
or all outstanding Options and SARs held by Participants affected by the Change
in Control to become vested and immediately exercisable, in whole or in part;
(ii) cause any or all outstanding Restricted Shares or Restricted Share Units
held by Participants affected by the Change in Control to become
non-forfeitable, in whole or in part; (iii) redeem any Restricted Shares held by
a Participant affected by the Change in Control for cash and/or other substitute
consideration with a value equal to the Fair Market Value of an unrestricted
Share on the date of the Change in Control; (iv) cancel any Restricted Share
Unit held by a Participant affected by the Change in Control in exchange for
cash and/or other substitute consideration with a value equal to (A) the number
of Restricted Share Units to be cancelled held by that Participant, multiplied
by (B) the Fair Market Value per Share on the date of the Change in Control; or
(v) cancel any Option or SAR held by a Participant affected by the Change in
Control in exchange for cash and/or other substitute consideration with a value
equal to (A) the number of Shares subject to that Option or SAR, multiplied by
(B) the difference, if any, between the Fair Market Value per Share on the date
of the Change in Control and the exercise price of that Option or SAR; provided,
that if the Fair Market Value per Share on the date of the Change in Control
does not exceed the exercise price of any such Option, the Board may cancel that
Option without any payment of consideration therefor.

         SECTION 4. ELIGIBILITY. Employees, Directors, consultants, and other
individuals who provide services to the Company or its Affiliates are eligible
to be granted Awards under the Plan; provided, however, that only employees of
the Company or a Subsidiary are eligible to be granted Incentive Stock Options.

         SECTION 5. OPTIONS. Options granted under the Plan may be of two types:
(i) Incentive Stock Options or (ii) Non-Qualified Stock Options. Any Option
granted under the Plan will be in such form as the Board may at the time of such
grant approve.

                  The Award Agreement evidencing any Option will incorporate the
following terms and conditions and will contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Board deems
appropriate in its sole and absolute discretion:

                  (a)      Option Price. The exercise price per Share
purchasable under a Non-Qualified Stock Option will be determined by the Board.
The exercise price per Share purchasable under an Incentive Stock Option will be
not less than 100% of the Fair Market Value of a Share on the date of the grant.
However, any Incentive Stock Option granted to any Participant who, at the time
the Option is granted, owns more than 10% of the voting power of all classes of
shares of the Company or of a Subsidiary will have an exercise price per Share
of not less than 110% of Fair Market Value per Share on the date of the grant.

                  (b)      Option Term. The term of each Option will be fixed by
the Board, but no Incentive Stock Option will be exercisable more than 10 years
after the date the Option is granted. However, any Incentive Stock Option
granted to any Participant who, at the time such

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Option is granted, owns more than 10% of the voting power of all classes of
shares of the Company or of a Subsidiary may not have a term of more than five
years. No Option may be exercised by any person after expiration of the term of
the Option.

                  (c)      Exercisability. Options will vest and be exercisable
at such time or times and subject to such terms and conditions as determined by
the Board at the time of grant. If the Board provides, in its discretion, that
any Option is exercisable only in installments, the Board may waive such
installment exercise provisions at any time at or after grant, in whole or in
part, based on such factors as the Board determines, in its sole and absolute
discretion.

                  (d)      Method of Exercise. Subject to the exercisability
provisions of Section 5(c), the termination provisions set forth in Section 7
and the applicable Award Agreement, Options may be exercised in whole or in part
at any time and from time to time during the term of the Option, by the delivery
of written notice of exercise by the Participant to the Company specifying the
number of Shares to be purchased. Such notice must be accompanied by payment in
full of the purchase price, either by certified or bank check, or such other
means as the Board may accept. As determined by the Board, in its sole
discretion, at or after grant, payment in full or in part of the exercise price
of an Option may be made(i) in the form of previously acquired Shares based on
the Fair Market Value of the Shares on the date the Option is exercised and/or
(ii) to the extent the Option is exercised for vested shares, through a special
sale and remittance procedure described below; provided, however, that, in the
case of an Incentive Stock Option, the right to make a payment by either of the
foregoing methods may be authorized only at the time the Option is granted. In
order to use the "special sale and remittance procedure" mentioned in the
preceding sentence, a Participant must concurrently provide irrevocable written
instructions (A) to a Company-designated brokerage firm to effect the immediate
sale of the purchased shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable federal,
state and local income and employment taxes required to be withheld by the
Company by reason of such purchase and (B) to the Company to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to complete the sale transaction.

                  No Shares will be issued upon exercise of an Option until full
payment therefor has been made. A Participant will not have the right to
distributions or dividends or any other rights of a stockholder with respect to
Shares subject to the Option until the Participant has given written notice of
exercise, has paid in full for such Shares, and, if requested, has given the
representation described in Section 15(a) hereof.

                  (e)      Incentive Stock Option Limitations. In the case of an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time of grant) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year under
the Plan and/or any other plan of the Company or any Subsidiary will not exceed
$100,000. For purposes of applying the foregoing limitation, Incentive Stock
Options will be taken into account in the order granted. To the extent any
Option does not meet such limitation, that Option will be treated for all
purposes as a Non-Qualified Stock Option.

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                  (f)      Termination of Employment. Unless otherwise specified
in the applicable Award Agreement, Options will be subject to the terms of
Section 7 with respect to exercise upon or following termination of employment.

                  (g)      Transferability of Options. Except as may otherwise
be specifically determined by the Board with respect to a particular
Non-Qualified Stock Option, no Option will be transferable by the Participant
other than by will or by the laws of descent and distribution, and all Options
will be exercisable, during the Participant's lifetime, only by the Participant
or, in the event of his Disability, by his personal representative.

         SECTION 6. STOCK APPRECIATION RIGHTS.

                  (a)      Grant. The grant of an SAR provides the holder the
right to receive the appreciation in value of Shares between the date of grant
and the date of exercise. An SAR may be exercised by a Participant's giving
written notice of intent to exercise to the Company, provided that all or a
portion of such SAR has become vested and exercisable as of the date of
exercise.

                  Upon the exercise of an SAR, a Participant will be entitled to
receive, in either cash and/or Shares (as determined by the Board or the
Committee), an amount equal to the excess, if any, of (A) the Fair Market Value,
as of the date such SAR (or portion of such SAR) is exercised, of the Shares
covered by such SAR (or portion of such SAR) over (B) the Fair Market Value of
the Shares covered by such SAR (or a portion of such SAR) as of the date such
SAR (or a portion of such SAR) was granted.

                  (b)      Terms and Conditions. The Award Agreement evidencing
any SAR will incorporate the following terms and conditions and will contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Board deems appropriate in its sole and absolute discretion:

                           (i)      Term of SAR. Unless otherwise specified in
the Award Agreement, the term of an SAR will be ten years.

                           (ii)     Exercisability. SARs will vest and become
exercisable at such time or times and subject to such terms and conditions as
will be determined by the Board at the time of grant.

                           (iii)    Termination of Service. Unless otherwise
specified in the Award Agreement, SARs will be subject to the terms of Section 7
with respect to exercise upon termination of service.

         SECTION 7. TERMINATION OF SERVICE. Unless otherwise specified with
respect to a particular Award, Options or SARs granted hereunder will remain
exercisable after termination of service only to the extent specified in this
Section 7.

                  (a)      Termination by Reason of Death. If a Participant's
service with the Company or any Affiliate terminates by reason of death, any
Option or SAR held by such Participant may thereafter be exercised, to the
extent then exercisable or on such accelerated

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basis as the Board may determine, at or after grant, by the legal representative
of the estate or by the legatee of the Participant under the will of the
Participant, for a period expiring (i) at such time as may be specified by the
Board at or after the time of grant, or (ii) if not specified by the Board, then
12 months from the date of death, or (iii) if sooner than the applicable period
specified under (i) or (ii) above, then upon the expiration of the stated term
of such Option.

                  (b)      Termination by Reason of Disability. If a
Participant's service with the Company or any Affiliate terminates by reason of
Disability, any Option or SAR held by such Participant may thereafter be
exercised by the Participant or his personal representative, to the extent it
was exercisable at the time of termination, or on such accelerated basis as the
Board may determine at or after grant, for a period expiring (i) at such time as
may be specified by the Board at or after the time of grant, or (ii) if not
specified by the Board, then 12 months from the date of termination of service,
or (iii) if sooner than the applicable period specified under (i) or (ii) above,
then upon the expiration of the stated term of such Option or SAR.

                  (c)      Cause. If a Participant's service with the Company or
any Affiliate is terminated for Cause: (i) any Option or SAR not already
exercised will be immediately and automatically forfeited as of the date of such
termination, and (ii) any Shares for which the Company has not yet delivered
share certificates will be immediately and automatically forfeited and the
Company will refund to the Participant the Option exercise price paid for such
Shares, if any.

                  (d)      Other Termination. If a Participant's service with
the Company or any Affiliate terminates for any reason other than death,
Disability or Cause, any Option or SAR held by such Participant may thereafter
be exercised by the Participant, to the extent it was exercisable at the time of
such termination, or on such accelerated basis as the Board may determine at or
after grant, for a period expiring (i) at such time as may be specified by the
Board at or after the time of grant, or (ii) if not specified by the Board, then
90 days from the date of termination of service, or (iii) if sooner than the
applicable period specified under (i) or (ii) above, then upon the expiration of
the stated term of such Option or SAR.

         SECTION 8. RESTRICTED SHARES.

                  (a)      Issuance. Restricted Shares may be issued either
alone or in conjunction with other Awards. The Board will determine the time or
times within which Restricted Shares may be subject to forfeiture, and all other
conditions of such Awards.

                  (b)      Awards and Certificates. The Award Agreement
evidencing the grant of any Restricted Shares will contain such terms and
conditions, not inconsistent with the terms of the Plan, as the Board deems
appropriate in its sole and absolute discretion. The prospective recipient of an
Award of Restricted Shares will not have any rights with respect to such Award,
unless and until such recipient has executed an Award Agreement and has
delivered a fully executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of such Award. The purchase
price for Restricted Shares may, but need not, be zero.

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                  A share certificate will be issued in connection with each
Award of Restricted Shares. Such certificate will be registered in the name of
the Participant receiving the Award, and will bear the following legend and/or
any other legend required by this Plan, the Award Agreement, the Company's
stockholders' agreement, if any, or by applicable law:

                  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES
                  REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF
                  THE ANIMAS CORPORATION 2004 EQUITY INCENTIVE PLAN AND AN
                  AGREEMENT ENTERED INTO BETWEEN [THE PARTICIPANT] AND ANIMAS
                  CORPORATION (WHICH TERMS AND CONDITIONS MAY INCLUDE, WITHOUT
                  LIMITATION, CERTAIN TRANSFER RESTRICTIONS, REPURCHASE RIGHTS
                  AND FORFEITURE CONDITIONS). COPIES OF THAT PLAN AND AGREEMENT
                  ARE ON FILE IN THE PRINCIPAL OFFICES OF ANIMAS CORPORATION AND
                  WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE
                  WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.

                  Share certificates evidencing Restricted Shares will be held
in custody by the Company or in escrow by an escrow agent until the restrictions
thereon have lapsed. As a condition to any Restricted Shares award, the
Participant may be required to deliver to the Company a share power, endorsed in
blank, relating to the Shares covered by such Award.

                  (c)      Restrictions and Conditions. The Restricted Shares
awarded pursuant to this Section 8 will be subject to the following restrictions
and conditions:

                           (i)      During a period commencing with the date of
an Award of Restricted Shares and ending at such time or times as specified by
the Board (the "Restriction Period"), the Participant will not be permitted to
sell, transfer, pledge, assign or otherwise encumber Restricted Shares awarded
under the Plan. The Board may condition the lapse of restrictions on Restricted
Shares upon the continued employment or service of the recipient, the attainment
of specified individual or corporate performance goals, or such other factors as
the Board may determine, in its sole and absolute discretion.

                           (ii)     Except as provided in this Paragraph (ii) or
Section 8(c)(i), once the Participant has been issued a certificate or
certificates for Restricted Shares, the Participant will have, with respect to
the Restricted Shares, all of the rights of a stockholder of the Company,
including the right to vote the Shares, and the right to receive any cash
distributions or dividends. The Board, in its sole discretion, as determined at
the time of award, may permit or require the payment of cash distributions or
dividends to be deferred and, if the Board so determines, reinvested in
additional Restricted Shares to the extent Shares are available under Section 3
of the Plan. Any distributions or dividends paid in the form of securities with

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respect to Restricted Shares will be subject to the same terms and conditions as
the Restricted Shares with respect to which they were paid, including, without
limitation, the same Restriction Period.

                           (iii)    Subject to the applicable provisions of the
Award Agreement, if a Participant's service with the Company terminates prior to
the expiration of the Restriction Period, all of that Participant's Restricted
Shares which then remain subject to forfeiture will then be forfeited
automatically.

                           (iv)     If and when the Restriction Period expires
without a prior forfeiture of the Restricted Shares subject to such Restriction
Period (or if and when the restrictions applicable to Restricted Shares lapse
pursuant to Sections 3(e)), the certificates for such Shares will be replaced
with new certificates, without the restrictive legends described in Section 8(b)
applicable to such lapsed restrictions, and such new certificates will be
promptly delivered to the Participant, the Participant's representative (if the
Participant has suffered a Disability), or the Participant's estate or heir (if
the Participant has died).

         SECTION 9. RESTRICTED SHARE UNITS. Subject to the other terms of the
Plan, the Board may grant Restricted Share Units to eligible individuals and may
impose conditions on such units as it may deem appropriate. Each granted
Restricted Share Unit shall be evidenced by an Award Agreement in the form that
is approved by the Board and that is not inconsistent with the terms and
conditions of the Plan. Each granted Restricted Share Unit shall entitle the
Participant to whom it is granted to a distribution from the Company in an
amount equal to the Fair Market Value (at the time of the distribution) of one
Share. Distributions may be made in cash and/or Shares. All other terms
governing Restricted Share Units, such as vesting, time and form of payment and
termination of units shall be set forth in the Award Agreement.

         SECTION 10. AMENDMENTS AND TERMINATION. The Board may amend, alter or
discontinue the Plan at any time. However, except as otherwise provided in
Section 3(e) of the Plan, no amendment, alteration or discontinuation will be
made which would impair the rights of a Participant with respect to an Award
without that Participant's consent or which, without the approval of such
amendment within one year (365 days) of its adoption by the Board, by the
Company's stockholders in a manner consistent with the requirements of Section
422(b)(1) of the Code and related regulations would: (i) increase the total
number of Shares reserved for the purposes of the Plan (except as otherwise
provided in Section 3(d)), or (ii) change the persons or class of persons
eligible to receive Awards.

         SECTION 11. UNFUNDED STATUS OF PLAN. The Plan is intended to be
"unfunded." With respect to any payments not yet made to a Participant by the
Company, nothing contained herein will give any such Participant any rights that
are greater than those of a general creditor of the Company. In its sole
discretion, the Board may authorize the creation of grantor trusts or other
arrangements to meet the obligations created under the Plan to deliver Shares or
payments in lieu of Shares or with respect to Awards.

         SECTION 12. EFFECTIVE DATE OF PLAN. The Plan will become effective on
the date that it is adopted by the Board; provided, however, that all Options
intended to be Incentive Stock Options will automatically be converted into
Non-Qualified Stock Options if the Plan is

                                      -11-
<PAGE>

not approved by the Company's stockholders within one year (365 days) of its
adoption by the Board in a manner consistent with the requirements of Section
422(b)(1) of the Code and related regulations.

         SECTION 13. TERM OF PLAN. The Plan will continue in effect until
terminated in accordance with Section 10; provided, however, that no Incentive
Stock Option will be granted hereunder on or after the 10th anniversary of the
date of stockholder approval of the Plan (or, if the stockholders approve an
amendment that increases the number of shares subject to the Plan, the 10th
anniversary of the date of such approval); but provided further, that Incentive
Stock Options granted prior to such 10th anniversary may extend beyond that
date.

         SECTION 14. BOARD ACTION. Notwithstanding anything to the contrary set
forth in the Plan, any and all actions of the Board or Committee, as the case
may be, taken under or in connection with the Plan and any agreements,
instruments, documents, certificates or other writings entered into, executed,
granted, issued and/or delivered pursuant to the terms hereof, will be subject
to and limited by any and all votes, consents, approvals, waivers or other
actions of all or certain stockholders of the Company or other persons required
by:

                  (a)      the Company's Certificate of Incorporation (as the
same may be amended and/or restated from time to time);

                  (b)      the Company's Bylaws (as the same may be amended
and/or restated from time to time); and

                  (c)      any other agreement, instrument, document or writing
now or hereafter existing, between or among the Company and its stockholders or
other persons (as the same may be amended from time to time).

         SECTION 15. GENERAL PROVISIONS.

                  (a)      Representations. The Board may require each
Participant to represent to and agree with the Company in writing that the
Participant is acquiring securities of the Company for investment purposes and
without a view to distribution thereof and as to such other matters as the Board
believes are appropriate. The certificate evidencing any Award and any
securities issued pursuant thereto may include any legend which the Board deems
appropriate to reflect any restrictions on transfer and compliance with
securities laws.

                  All certificates for Shares or other securities delivered
under the Plan will be subject to such share-transfer orders and other
restrictions as the Board may deem advisable under the rules, regulations, and
other requirements of the Securities Act of 1933, as amended, the Exchange Act,
any stock exchange upon which the Shares are then listed, and any other
applicable federal or state securities laws, and the Board may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

                  (b)      Other Compensation. Nothing contained in the Plan
will prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder

                                      -12-
<PAGE>

approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

                  (c)      No Right To Continued Service. Neither the adoption
of the Plan nor the execution of any document in connection with the Plan will
(i) confer upon any person any right to continued employment or engagement with
the Company or such Affiliate, or (ii) interfere in any way with the right of
the Company or such Affiliate to terminate the employment of any of its
employees at any time.

                  (d)      Withholding. No later than the date as of which an
amount first becomes includible in the gross income of the Participant for
federal income tax purposes with respect to any Award under the Plan, the
Participant will pay to the Company, or make arrangements satisfactory to the
Board regarding the payment of any federal, state or local taxes of any kind
required by law to be withheld with respect to such amount. Unless otherwise
determined by the Board, the minimum required withholding obligations may be
settled with Shares, including Shares that are part of the Award that gives rise
to the withholding requirement. The obligations of the Company under the Plan
will be conditioned on such payment or arrangements and the Company will, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.

                  (e)      Invalid Provisions. In the event that any provision
of this Plan is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability will not be construed as
rendering any other provisions contained herein as invalid or unenforceable, and
all such other provisions will be given full force and effect to the same extent
as though the invalid or unenforceable provision was not contained herein.

                  (f)      Governing Law. The Plan and all Awards granted
hereunder will be governed by and construed in accordance with the laws and
judicial decisions of the State of Delaware, without regard to the application
of the principles of conflicts of laws.

                  (g)      Notices. Any notice to be given to the Company
pursuant to the provisions of the Plan will be addressed to the Company in care
of its Secretary (or such other person as the Company may designate from time to
time) at its principal executive office, and any notice to be given to a
Participant will be delivered personally or addressed to him or her at the
address given beneath his or her signature on his or her Award Agreement, or at
such other address as such Participant may hereafter designate in writing to the
Company. Any such notice will be deemed duly given on the date and at the time
delivered via personal, courier or recognized overnight delivery service or, if
sent via telecopier, on the date and at the time telecopied with confirmation of
delivery or, if mailed, on the date five (5) days after the date of the mailing
(which will be by regular, registered or certified mail). Delivery of a notice
by telecopy (with confirmation) will be permitted and will be considered
delivery of a notice notwithstanding that it is not an original that is
received.

                                      -13-
<PAGE>

                         ADOPTION AND APPROVAL OF PLAN

                  Date Plan adopted by Board: February 10, 2004

            Date Plan approved by Stockholders: February 11, 2004

                    Effective Date: [Offering Closing Date].

                                      -14-