<PAGE>

                                                                    Exhibit 10.1


                           DATAWARE TECHNOLOGIES, INC.

                              EQUITY INCENTIVE PLAN
                            (as Amended and Restated
                                 April 13, 2000)


         This Equity Incentive Plan (the "Plan") constitutes an amendment and
restatement of the Dataware Technologies, Inc. 1993 Equity Incentive Plan, and
incorporates the former Dataware Technologies, Inc. 1988 Stock Option Plan and
1993 Director Stock Option Plan (the "Merged Plans"), which have been merged
into this Plan. The rights and privileges of holders of outstanding options or
rights under the Merged Plans shall not be adversely affected by such merger or
restatement.

Section 1. Purpose
           -------

         The purpose of the Plan is to attract and retain key employees and
directors and consultants of the Company and its Affiliates, to provide an
incentive for them to achieve long-range performance goals, and to enable them
to participate in the long-term growth of the Company.

Section 2. Definitions
           -----------

         "Affiliate" means any business entity in which the Company owns
directly or indirectly 50% or more of the total combined voting power or has a
significant financial interest as determined by the Committee.

         "Award" means any Option, Stock Appreciation Right, Performance Share,
Restricted Stock, Stock Unit or Other Stock-Based Award awarded or granted under
the Plan.

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor to such Code.

         "Committee" means a committee of not less than two members of the Board
appointed by the Board to administer the Plan, each of whom is a "Non-Employee
Director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 or any successor provision, as applicable to the Company at the time ("Rule
16b-3").

         "Common Stock" or "Stock" means the Common Stock, $0.01 par value, of
the Company.

         "Company" means Dataware Technologies, Inc.

         "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive amounts due or
exercise rights of the Participant in the


                                       1
<PAGE>

event of the Participant's death. In the absence of an effective designation by
a Participant, "Designated Beneficiary" shall mean the Participant's estate.

         "Effective Date" means May 19, 1993.

         "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Committee
in good faith or in the manner established by the Committee from time to time.

         "Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 that is intended to meet the
requirements of Section 422 of the Code or any successor provision.

         "Nonstatutory Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant that is not intended to be an Incentive
Stock Option.

         "Option" means an Incentive Stock Option or a Nonstatutory Stock
Option.

         "Other Stock-Based Award" means an Award, other than an Option, Stock
Appreciation Right, Performance Share, Restricted Stock or Stock Unit, having a
Common Stock element and awarded to a Participant under Section 11.

         "Outside Director" means a member of the Board who is not an employee
of the Company or any Affiliate.

         "Participant" means a person who receives an Award under the Plan.

         "Performance Cycle" or "Cycle" means the period of time selected by the
Committee during which performance is measured for the purpose of determining
the extent to which an award of Performance Shares has been earned.

         "Performance Shares" mean shares of Common Stock, which may be earned
by the achievement of performance goals, awarded to a Participant under Section
8.

         "Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934 or any successor provision.

         "Restricted Period" means the period of time during which an Award may
be forfeited to the Company pursuant to the terms and conditions of such Award.

         "Restricted Stock" means shares of Common Stock subject to forfeiture
awarded to a Participant under Section 9.

         "Stock Appreciation Right" or "SAR" means a right to receive any excess
in value of shares of Common Stock over the exercise price awarded to a
Participant under Section 7.


                                       2
<PAGE>

         "Stock Unit" means an award of Common Stock or units that are valued in
whole or in part by reference to, or otherwise based on, the value of Common
Stock, awarded to a Participant under Section 10.

Section 3. Administration
           --------------

         The Plan shall be administered by the Committee, provided that the
Board may in any instance perform any of the functions of the Committee. The
Committee shall have authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time consider advisable, and to interpret the provisions of the
Plan. The Committee's decisions shall be final and binding. To the extent
permitted by applicable law, the Committee may delegate to one or more executive
officers of the Company the power to make Awards to Participants who are not
Reporting Persons and all determinations under the Plan with respect thereto,
provided that the Committee shall fix the maximum amount of such Awards for all
such Participants and a maximum for any one Participant.

Section 4. Eligibility
           -----------

         All employees and, in the case of Awards other than Incentive Stock
Options, directors and consultants of the Company or any Affiliate, capable of
contributing significantly to the successful performance of the Company, other
than a person who has irrevocably elected not to be eligible, are eligible to be
Participants in the Plan. Incentive Stock Options may be granted only to persons
eligible to receive such Options under the Code.

Section 5. Stock Available for Awards
           --------------------------

         (a) Subject to adjustment under subsection (b), Awards may be made
under the Plan for up to 5,500,000 shares of Common Stock, provided that no more
than 10% of the maximum number of shares authorized from time to time to be
issued hereunder may be granted as Restricted Stock for consideration less than
100% of the Fair Market Value of the Common Stock on the date of the respective
grant. If any Award in respect of shares of Common Stock, including any grant of
option originally issued under either of the Merged Plans, expires or is
terminated unexercised or is forfeited, the shares subject to such Award, to the
extent of such expiration, termination or forfeiture, shall again be available
for award under the Plan. Common Stock issued through the assumption or
substitution of outstanding grants from an acquired company shall not reduce the
shares available for Awards under the Plan. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.

         (b) In the event that the Committee determines that any stock dividend,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock at a price substantially below fair market value, or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Committee (subject, in the case of Incentive
Stock Options, to any limitation required under the Code) shall equitably adjust
any or all of (i) the number and kind of shares in respect of which Awards may


                                       3
<PAGE>

be made under the Plan, (ii) the number and kind of shares subject to
outstanding Awards, and (iii) the award, exercise or conversion price with
respect to any of the foregoing, and if considered appropriate, the Committee
may make provision for a cash payment with respect to an outstanding Award,
provided that the number of shares subject to any Award shall always be a whole
number.

Section 6. Stock Options
           -------------

         (a) Subject to the provisions of the Plan, the Committee may award
Incentive Stock Options and Nonstatutory Stock Options and determine the number
of shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. The terms
and conditions of Incentive Stock Options shall be subject to and comply with
Section 422 of the Code or any successor provision and any regulations
thereunder, and no Incentive Stock Option may be granted hereunder more than ten
years after the Effective Date.

         (b) The Committee shall establish the option price at the time each
Option is awarded, which price shall not be less than 100% of the Fair Market
Value of the Common Stock on the date of award with respect to Incentive Stock
Options. Nonstatutory Stock Options may be granted at such prices as the
Committee may determine.

         (c) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Committee may specify in the applicable Award or
thereafter. The Committee may impose such conditions with respect to the
exercise of Options, including conditions relating to applicable federal or
state securities laws, as it considers necessary or advisable.

         (d) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefor is received by the Company.
Such payment may be made in whole or in part in cash or, to the extent permitted
by the Committee at or after the award of the Option, by delivery of a note or
shares of Common Stock owned by the optionee, including Restricted Stock, or by
retaining shares otherwise issuable pursuant to the Option, in each case valued
at their Fair Market Value on the date of delivery or retention, or such other
lawful consideration as the Committee may determine.

         (e) The Committee may provide that, subject to such conditions as it
considers appropriate, upon the delivery or retention of shares to the Company
in payment of an Option, the Participant automatically be awarded an Option for
up to the number of shares so delivered.

Section 7. Stock Appreciation Rights
           -------------------------

         (a) Subject to the provisions of the Plan, the Committee may award SARs
in tandem with an Option (at or after the award of the Option), or alone and
unrelated to an Option. SARs in tandem with an Option shall terminate to the
extent that the related Option is exercised, and the related Option shall
terminate to the extent that the tandem SARs are exercised. SARs granted in
tandem with Options shall have an exercise price not less than the exercise
price of the related Option. SARs granted alone and unrelated to an Option may
be granted at such exercise prices as the Committee may determine.


                                       4
<PAGE>

         (b) An SAR related to an Option, which SAR can only be exercised upon
or during limited periods following a change in control of the Company, may
entitle the Participant to receive an amount based upon the highest price paid
or offered for Common Stock in any transaction relating to the change in control
or paid during the thirty-day period immediately preceding the occurrence of the
change in control in any transaction reported in the stock market in which the
Common Stock is normally traded.

Section 8. Performance Shares
           ------------------

         (a) Subject to the provisions of the Plan, the Committee may award
Performance Shares and determine the number of such shares for each Performance
Cycle and the duration of each Performance Cycle. 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. The payment value of Performance Shares shall
be equal to the Fair Market Value of the Common Stock on the date the
Performance Shares are earned or, in the discretion of the Committee, on the
date the Committee determines that the Performance Shares have been earned.

         (b) The committee shall establish performance goals for each Cycle, for
the purpose of determining the extent to which Performance Shares awarded for
such Cycle are earned, on the basis of such criteria and to accomplish such
objectives as the Committee may from time to time select. During any Cycle, the
Committee may adjust the performance goals for such Cycle as it deems equitable
in recognition of unusual or non-recurring events affecting the Company, changes
in applicable tax laws or accounting principles, or such other factors as the
Committee may determine.

         (c) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares that have been earned
on the basis of performance in relation to the established performance goals.
The 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 thereafter. The Committee shall determine,
at or after the time of award, whether payment values will be settled in whole
or in part in cash or other property, including Common Stock or Awards.

Section 9. Restricted Stock
           ----------------

         (a) Subject to the provisions of the Plan, the Committee may award
shares of Restricted Stock and determine the duration of the Restricted Period
during which, and the conditions under which, the shares may be forfeited to the
Company and the other terms and conditions of such Awards. Shares of Restricted
Stock may be issued for no cash consideration or such minimum consideration as
may be required by applicable law.

         (b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by the Committee, during
the Restricted Period. Shares of Restricted Stock shall be evidenced in such
manner as the Committee may determine. Any certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and unless otherwise determined by the Committee, deposited by the Participant,
together with a stock power endorsed in blank, with the Company. At the
expiration of the


                                       5
<PAGE>

Restricted Period, the Company shall deliver such certificates to the
Participant or if the Participant has died, to the Participant's Designated
Beneficiary.



Section 10. Stock Units
            -----------

         (a) Subject to the provisions of the Plan, the Committee may award
Stock Units subject to such terms, restrictions, conditions, performance
criteria, vesting requirements and payment rules as the Committee shall
determine.

         (b) Shares of Common Stock awarded in connection with a Stock Unit
Award shall be issued for no cash consideration or such minimum consideration as
may be required by applicable law.

Section 11. Other Stock-Based Awards
            ------------------------

         (a) Subject to the provisions of the Plan, the Committee may make other
awards of Common Stock and other awards that are valued in whole or in part by
reference to, or are otherwise based on, Common Stock, including without
limitation convertible preferred stock, convertible debentures, exchangeable
securities and Common Stock awards or options. Other Stock-Based Awards may be
granted either alone or in tandem with other Awards granted under the Plan
and/or cash awards made outside of the Plan.

         (b) The Committee may establish performance goals, which may be based
on performance goals related to book value, subsidiary performance or such other
criteria as the Committee may determine, Restricted Periods, Performance Cycles,
conversion prices, maturities and security, if any, for any Other Stock-Based
Award. Other Stock-Based Awards may be sold to Participants at the face value
thereof or any discount therefrom or awarded for no consideration or such
minimum consideration as may be required by applicable law.

Section 12. Grant of Options to Outside Directors
            -------------------------------------

         (a)  Automatic Grant of Options.

                  (i) Immediately following his or her election, each Outside
Director of the Company newly elected to the Board shall automatically be
granted Nonstatutory Stock Options to purchase 15,000 shares of Common Stock;

                  (ii) Immediately following the annual meeting of stockholders
each year, each Outside Director of the Company newly elected at or continuing
in office after such meeting shall automatically be granted an annual retainer
of Nonstatutory Stock Options to purchase 7,500 shares of Common Stock; and

                  (iii) Immediately following his or her election, each Outside
Director of the Company newly elected to the Board at any point during the year
between annual meetings of stockholders shall automatically be granted
Nonstatutory Stock Options to purchase 1,875 shares


                                       6
<PAGE>

of Common Stock for each calendar quarter beginning after such election and
before the next anniversary date of the preceding annual meeting of
stockholders.

         (b) Date of Grant. The "Date of Grant" for Options granted under this
Section 12 shall be (x) the date of the respective annual meeting of
stockholders, for each grant pursuant to clause (ii) of subsection (a) and (y)
the date of the respective director's election, for each grant pursuant to
clauses (i) and (iii) of subsection (a).

         (c) Option Price. The option price for each option granted under this
Section 12 shall be the last sale price for a share of the Company's Common
Stock as reported by the Nasdaq National Market System, or the principal
exchange on which the Common Stock is then traded, as the case may be, for the
business day immediately preceding the Date of Grant.

         (d) Term of Option. The term of each Option granted under this Section
12 shall be ten years from the Date of Grant.

         (e) Exercisability of Options. Options granted under this Section 12
shall become exercisable, during the optionee's term in office, with respect to:

                  (i) 7,500 shares on each of the first two anniversaries of the
Date of Grant, for each grant pursuant to clause (i) of subsection (a); and

                  (ii) 1,875 shares at the beginning of each calendar quarter
following the Date of Grant, for each grant pursuant to clause (ii) or clause
(iii) of subsection (a).

         (f) General Exercise Terms. An optionee holding exercisable Options
under this Section 12 who ceases to serve as a member of the Board may, during
his or her lifetime, exercise the rights he or she had under such Options at the
time he or she ceases to serve for the full unexpired term of such Option. Any
rights that have not yet become exercisable shall terminate upon cessation of
membership on the Board. Upon the death of a director, those entitled to do so
shall have the right, at any time within twelve months after the date of death,
to exercise in whole or in part any rights that were available to the director
at the time of his or her death. The rights of the optionee may be exercised by
the optionee's guardian or legal representative in the case of disability and by
the beneficiary designated by the optionee in writing delivered to the Company
or, if none has been designated, by the optionee's estate or his or her
transferee on death in accordance with this Section 12, in the case of death.
Options granted hereunder shall terminate, and no rights thereunder may be
exercised, after the expiration of the applicable exercise period.
Notwithstanding the foregoing provisions of this section, no rights under any
Options may be exercised after the expiration of ten years from their Date of
Grant.

         (g) Method of Exercise and Payment. Options granted under this Section
12 may be exercised as provided in Section 6(d). Upon receipt of such notice and
payment, the Company shall promptly issue and deliver to the optionee (or other
person entitled to exercise the Option) a certificate or certificates for the
number of shares as to which the exercise is made.

         (h) Merger. In the event of a Change in Control (as defined in Section
13(h)), or a reorganization or liquidation of the Company, any deferred exercise
period shall be automatically accelerated and each holder of an outstanding
option granted under this Section 12


                                       7
<PAGE>

shall be entitled to receive upon exercise and payment in accordance with the
terms of the option the same shares, securities or property as he or she would
have been entitled to receive upon the occurrence of such event if he or she had
been, immediately prior to such event, the holder of the number of shares of
Common Stock purchasable under his or her option; provided, however, that in
lieu of the foregoing the Board may upon written notice to each holder of an
outstanding option or right under this Section 12, provide that such option or
right shall terminate on a date not less than 20 days after the date of such
notice unless theretofore exercised.

Section 13. General Provisions Applicable to Awards
            ---------------------------------------

         (a) Limitations on Grants of Options and SARs. Subject to adjustment
under Section 5(b), the number of shares subject to Options and SARs granted to
any one individual during any fiscal year may not exceed 250,000 shares of
Common Stock.

         (b) Transferability. An Award under this Plan may be transferred only
to the extent expressly permitted by the Committee and subject to such
conditions as the Committee may in its discretion impose.

         (c) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and regulatory
laws and accounting principles.

         (d) Committee Discretion. Each type of Award may be made alone, in
addition to or in relation to any other type of Award. The terms of each type of
Award need not be identical, and the Committee need not treat Participants
uniformly. Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of award or at any time thereafter.

         (e) Settlement. The Committee shall determine whether Awards are
settled in whole or in part in cash, Common Stock, other securities of the
Company, Awards or other property. The Committee may permit a Participant to
defer all or any portion of a payment under the Plan, including the crediting of
interest on deferred amounts denominated in cash and dividend equivalents on
amounts denominated in Common Stock.

         (f) Dividends and Cash Awards. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest, and (ii)
cash payments in lieu of or in addition to an Award.

         (g) Termination of Employment. The Committee shall determine the effect
on an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.


                                       8
<PAGE>

         (h) Change in Control. In order to preserve a Participant's rights
under an Award in the event of a Change in Control (as defined below), the
Committee in its discretion may, at the time an Award is made or at any time
thereafter, take one or more of the following actions: (i) provide for the
acceleration of any time period relating to the exercise or realization of the
Award, (ii) provide for the purchase of the Award upon the Participant's request
for an amount of cash or other property that could have been received upon the
exercise or realization of the Award had the Award been currently exercisable or
payable, (iii) adjust the terms of the Award in a manner determined by the
Committee to reflect the Change in Control, (iv) cause the Award to be assumed,
or new rights substituted therefor, by another entity, or (v) make such other
provision as the Committee may consider equitable and in the best interests of
the Company.

                  As used herein, a "Change in Control" of the Company shall be
deemed to have occurred upon the occurrence of any of the following:

                  (A)      Any transaction or series of transactions, as a
                           result of which any "person" (as defined in Sections
                           13(d) and 14(d) of the Securities Exchange Act of
                           1934, as amended, and the rules and regulations
                           thereunder) (a "Person") is or becomes a "beneficial
                           owner" (as defined in Rule 13d-3 under such act),
                           directly or indirectly, of securities of the Company
                           representing thirty percent (30%) or more of the
                           combined voting power of the Company's then
                           outstanding voting securities (the "Company's
                           Outstanding Voting Securities"); provided, however,
                           that a Change in Control shall not be deemed to have
                           occurred solely because of the acquisition of
                           securities of the Company by (1) one or more employee
                           benefit plans or related trusts established for the
                           benefit of the employees of the Company or any
                           Affiliate of the Company; or (2) any Person when such
                           acquisition (a) is effected primarily to prevent the
                           Company from being declared insolvent and (b) is
                           approved by the Board of Directors of the Company
                           (the "Board").

                  (B)      Any change in the membership of the Board such that
                           individuals who are Incumbent Directors (as defined
                           herein) cease for any reason to constitute at least a
                           majority of the Board. The Incumbent Directors shall
                           be (1) those members of the Board who were Directors
                           as of April 15, 1996 and who have served continuously
                           as Directors since such date, and (2) any other
                           member of the Board who subsequently became a
                           Director and whose election or nomination for
                           election by the Company's stockholders at the
                           beginning of his or her current tenure was approved
                           by a vote of at least a majority of the Directors who
                           were then Incumbent Directors, except that no
                           individual shall be an Incumbent Director if such
                           individual's initial assumption of office as a
                           Director occurred as a result of an actual or
                           threatened election contest with respect to the
                           election or removal of Directors, or other actual or
                           threatened solicitation of proxies or consents, by,
                           or on behalf of, a Person other than the Board.

                  (C)      The consummation of a reorganization, merger,
                           consolidation, sale or other disposition of all or
                           substantially all of the assets of the Company, or


                                       9
<PAGE>

                           similar transaction (a "Business Combination"),
                           unless all of the following conditions are met:

                           (1)      the individuals and entities who are the
                                    beneficial owners of the Company's
                                    Outstanding Voting Securities immediately
                                    before the consummation of the Business
                                    Combination would beneficially own, directly
                                    or indirectly, securities representing more
                                    than 50% of the outstanding combined voting
                                    power of the voting securities that would be
                                    outstanding and entitled to vote generally
                                    in the election of the governing body of the
                                    corporation or other entity resulting from
                                    such Business Combination (including,
                                    without limitation, a corporation or other
                                    entity that as a result of such transaction
                                    would own the Company or all or
                                    substantially all of the Company's assets,
                                    either directly or through one or more
                                    subsidiaries) (the "Resulting Entity"), and
                                    the securities of the Resulting Entity that
                                    would be owned by such beneficial owners of
                                    the Company's Outstanding Voting Securities
                                    would be owned by them in substantially the
                                    same proportions as they own the Company's
                                    Outstanding Voting Securities;

                           (2)      no Person (excluding any corporation or
                                    other entity resulting from such Business
                                    Combination, and excluding any employee
                                    benefit plan or related trust of the Company
                                    or of such corporation or other entity
                                    resulting from such Business Combination)
                                    would beneficially own, directly or
                                    indirectly, 30% or more of the combined
                                    voting power of the outstanding voting
                                    securities of the Resulting Entity except to
                                    the extent that such ownership existed
                                    before the Business Combination; and

                           (3)      at least a majority of the members of the
                                    board of directors of the Resulting Entity
                                    would be persons who were Incumbent
                                    Directors at the time of the execution of
                                    the initial agreement or of the action of
                                    the Board providing for such Business
                                    Combination.

                  (D)      Approval by the Company's stockholders of a
                           liquidation or dissolution of the Company (unless the
                           liquidation or dissolution is part of a Business
                           Combination excepted from clause (C) above).

                  (E)      The close of business on the latest of the following
                           dates:

                           (1)      the date that a tender or exchange offer by
                                    any Person (other than the Company, any
                                    Affiliate of the Company, or any employee
                                    benefit plan or related trust established
                                    for the benefit of the employees of the
                                    Company or any Affiliate of the Company)
                                    that, if consummated, would result in such
                                    Person becoming a "beneficial owner" (as
                                    defined in clause (A) above), directly or
                                    indirectly, of securities of the Company
                                    representing thirty percent


                                       10
<PAGE>

                                    (30%) or more of the combined voting power
                                    of the Company's then outstanding voting
                                    securities, is first published or sent or
                                    given within the meaning of Rule 14d-2(a) of
                                    the Securities Exchange Act of 1934, as
                                    amended, and the rules and regulations
                                    thereunder;

                           (2)      the date upon which all regulatory approvals
                                    required for the acquisition of securities
                                    pursuant to the tender or exchange offer
                                    referred to in clause (1) have been obtained
                                    or waived; or

                           (3)      the date upon which any approval of the
                                    security holders of the Person publishing or
                                    sending or giving the tender or exchange
                                    offer referred to in clause (1) required for
                                    the acquisition of securities pursuant to
                                    such tender or exchange offer is obtained or
                                    waived."

         (i) Loans. The Committee may authorize the making of loans or cash
payments to Participants in connection with any Award under the Plan, which
loans may be secured by any security, including Common Stock, underlying or
related to such Award (provided that such Loan shall not exceed the Fair Market
Value of the security subject to such Award), and which may be forgiven upon
such terms and conditions as the Committee may establish at the time of such
loan or at any time thereafter.

         (j) Withholding Taxes. The Participant shall pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes required
by law to be withheld in respect of Awards under the Plan no later than the date
of the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value on the date of delivery. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant.

         (k) Foreign Nationals. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or to comply with
applicable laws.

         (l) Amendment of Award. The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the same
or a different type, changing the date of exercise or realization and converting
an Incentive Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required:

         (i) if such action would terminate, or reduce the number of shares
issuable under, an Option unless any time period relating to the exercise of
such Option or the eliminated portion, as the case may be, is waived or
accelerated before such termination or reduction (and in such case the Committee
may provide for the Participant to receive cash or other property equal


                                       11
<PAGE>

to the net value that would have been received upon exercise of the terminated
Option or the eliminated portion, as the case may be); and

                  (ii) in any case not involving the termination of, or
reduction of shares issuable under, an Option unless the Committee determines
that the action, taking into account any related action, would not materially
and adversely affect the Participant.

Section 14. Miscellaneous
            -------------

         (a) No Right To Employment. Except as provided in Section 12, no person
shall have any claim or right to be granted an Award. The grant of an Award
shall not be construed as giving a Participant the right to continued
employment. The Company expressly reserves the right at any time to dismiss a
Participant free from any liability or claim under the Plan, except as expressly
provided in the applicable Award.

         (b) No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the holder thereof. A Participant to whom
Common Stock is awarded shall be considered the holder of the Stock at the time
of the Award except as otherwise provided in the applicable Award.

         (c) Effective Date. The Plan became effective on the Effective Date.

         (d) Amendment of Plan. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, subject to any stockholder approval
that the Board determines to be necessary or advisable.

         (e) Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of Delaware.


                                       12
<PAGE>

                     ---------------------------------------

         o        Plan, including merger of 1988 Stock Option Plan, adopted by
                  the Board of Directors and approved by the Stockholders on May
                  19, 1993.

         o        Increase in shares issuable adopted by the Board of Directors
                  April 15, 1994 and approved by the Stockholders May 25, 1994.

         o        Amendments adopted by the Board of Directors April 15, 1996
                  and approved by the Stockholders May 23, 1996.

         o        Amendments adopted by the Board of Directors December 9, 1996.

         o        Increase in shares issuable adopted by the Board of Directors
                  February 11, 1997 and approved by the Stockholders May 23,
                  1997.

         o        Increase in shares issuable adopted by the Board of Directors
                  April 14, 1998 and approved by the Stockholders May 21, 1998.

         o        Amendment and restatement, including merger of 1993 Director
                  Stock Option Plan, adopted by the Board of Directors April 13,
                  1999.

         o        Amendments adopted by the Board of Directors February 8, 2000
                  and approved by the Stockholders April 13, 2000.



                                       13