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                                                                  EXHIBIT 10.20

                           OPENSITE TECHNOLOGIES, INC.
                                      2000
                              STOCK INCENTIVE PLAN

                                   SECTION 1.
                                    PURPOSE

         The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase Shares or to receive compensation which is
based upon appreciation in the value of Shares to Employees and Key Persons in
order to attract and retain Employees and Key Persons by providing an incentive
to work to increase the value of Shares and a stake in the future of the Company
which corresponds to the stake of each of the Company's shareholders. The Plan
provides for the grant of Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock Awards and Stock Appreciation Rights to aid the Company in
obtaining these goals.

                                   SECTION 2.
                                  DEFINITIONS

         Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.

         2.1      BOARD means the Board of Directors of the Company.

         2.2      CAUSE shall mean an act or acts by an employee involving (a)
the use for profit or disclosure to unauthorized persons of confidential
information or trade secrets of the Company, (b) the breach of any contract with
the Company, (c) the violation of any fiduciary obligation to the Company, (d)
the unlawful trading in the securities of the Company or of another corporation
based on information gained as a result of the performance of services for the
Company, (e) a felony conviction or the failure to contest prosecution of a
felony, or (f) willful misconduct, dishonesty, embezzlement, fraud, deceit or
civil rights violations, or other unlawful acts.

         2.3      CHANGE OF CONTROL means either of the following:

                  (a) any transaction or series of transactions pursuant to
which the Company sells, transfers, leases, exchanges or disposes of
substantially all (I.E., at least eighty-five percent (85%)) of its assets for
cash or property, or for a combination of cash and property, or for other
consideration; or

                  (b) any transaction pursuant to which persons who are not
current shareholders of the Company acquire by merger, consolidation or other
business combination, or by a purchase of an interest in the Company, an
interest in the Company so that after such transaction, the shareholders of the
Company immediately prior to such transaction no longer have a controlling
(i.e., 50% or more) voting interest in the Company.

         2.4      CODE means the Internal Revenue Code of 1986, as amended.

         2.5      COMMITTEE means any committee appointed by the Board to
administer the Plan, as specified in Section 5 hereof. Any such committee shall
be comprised entirely of Directors.

         2.6      COMMON STOCK means the common stock of the Company.

         2.7      COMPANY means OpenSite Technologies, Inc., a Delaware
corporation, and any successor to such organization.



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         2.8      DIRECTOR means a member of the Board.

         2.9      EMPLOYEE means an employee of the Company, a Subsidiary or
a Parent.

         2.10     EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

         2.11     EXERCISE PRICE means the price which shall be paid to purchase
one (1) Share upon the exercise of an Option granted under this Plan.

         2.12     FAIR MARKET VALUE of each Share on any date means the price
determined below on the last business day immediately preceding the date of
valuation:

                  (a) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, its Fair Market Value per share shall be the
closing sale price for the Common Stock (or the mean of the closing bid and
asked prices, if no sales were reported), as quoted on such exchange or system
on the date of such determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable; or

                  (b) If the Common Stock is not listed on any established stock
exchange or a national market system, its Fair Market Value per share shall be
the average of the closing dealer "bid" and "ask" prices of a share of the
Common Stock as reflected on the NASDAQ interdealer quotation system of the
National Association of Securities Dealers, Inc. on the date of such
determination; or

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

         2.13     FORCED RELOCATION OR TRANSFER shall mean a situation where an
employee is required by his new employer after a Change of Control to transfer
to a site of employment which is located further than fifty (50) miles from the
employee's site of employment immediately prior to the Change of Control. For
this purpose, an employee's site of employment shall be his site of employment
to which he is assigned as his home base, from which his work is assigned, or to
which he is to report.

         2.14     INSIDER means an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

         2.15     ISO means an option granted under this Plan to purchase Shares
which is intended by the Company to satisfy the requirements of Code ss.422 as
an incentive stock option.

         2.16 KEY PERSON means (i) a member of the Board who is not an Employee,
(ii) a consultant, distributor or other person who has rendered or committed to
render valuable services to the Company, a Subsidiary or a Parent, (iii) a
person who has incurred, or is willing to incur, financial risk in the form of
guaranteeing or acting as co-obligor with respect to debts or other obligations
of the Company, or (iv) a person who has extended credit to the Company. Key
Persons are not limited to individuals and, subject to the preceding definition,
may include corporations, partnerships, associations and other entities.

         2.17     NON-ISO means an option granted under this Plan to purchase
Shares which is not intended by the Company to satisfy the requirements of
Code ss.422.

         2.18     OPTION means an ISO or a Non-ISO.

         2.19     OUTSIDE DIRECTOR means a Director who is not an Employee and
who qualifies as (1) a "non-employee director" under Rule 16b-3(b)(3) under the
1934 Act, as amended from time to time, and (2) an "outside director" under Code
ss.162(m) and the regulations promulgated thereunder.


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         2.20     PARENT means any corporation which is a parent of the Company
(within the meaning of Codess.424).

         2.21     PARTICIPANT means an individual who receives a Stock Incentive
hereunder.

         2.22     PERFORMANCE-BASED EXCEPTION means the performance-based
exception from the tax deductibility limitations of Code ss.162(m).

         2.23     PLAN means the OpenSite Technologies, Inc. 2000 Stock
Incentive Plan, as may be amended from time to time.

         2.24     SHARE means a share of the Common Stock of the Company.

         2.25     SIGNIFICANT AND SUBSTANTIAL REDUCTION IN BENEFITS shall mean a
reduction in the pension, welfare or fringe benefits provided to an employee
which is both significant and substantial when expressed as a dollar amount or
when expressed as a percentage of the individual's dollar compensation. Any
modification or elimination of benefits which results solely from the provision
of new benefits to an employee by a successor employer as a result of a Change
of Control shall not be deemed to be a significant and substantial reduction in
benefits where such new benefits are identical to the benefits provided to
similarly situated employees of the successor employer.

         2.26     STOCK INCENTIVE means an ISO, a Non-ISO, a Restricted Stock
Award or a Stock Appreciation Right.

         2.27     STOCK INCENTIVE AGREEMENT means an agreement between the
Company and a Participant evidencing an award of a Stock Incentive.

         2.28     SUBSIDIARY means any corporation which is a subsidiary of the
Company (within the meaning of Codess.424(f)).

         2.29     SURRENDERED SHARES means the Shares described in Section 8.2
which (in lieu of being purchased) are surrendered for cash or Shares, or for a
combination of cash and Shares, in accordance with Section 8.

         2.30     TEN PERCENT SHAREHOLDER means a person who owns (after taking
into account the attribution rules of Code ss.424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of either the
Company, a Subsidiary or a Parent.

         2.31     VESTING TERMINATION shall mean a termination of the employment
of an employee where such termination is done by the Company without Cause, or
where such termination is done voluntarily by the employee due to, and within
thirty (30) days of, (a) a decreases in the salary or wages of the employee, (b)
a Significant and Substantial Reduction in Benefits of the employee, and/or (c)
a Forced Relocation or Transfer of the employee.

                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

         The initial number of Shares that may be issued pursuant to Stock
Incentives under this Plan shall be 3,500,000 (the "Authorized Shares"). The
Authorized Shares shall be increased on January 1 of each year (the "year of
calculation") beginning on January 1, 2001, so that the number of Authorized
Shares shall be equal to the sum of (1) the aggregate number of Shares subject
to existing Stock Incentives granted under this plan prior to January 1 of the
year of calculation, (2) the aggregate number of Shares previously issued under
this Plan prior to January 1 of the year of calculation, and (3) 2,000,000
Shares; provided, however, in no event shall the increase in the Authorized
Shares from one fiscal year to the next exceed 2,000,000 Shares and in no event
shall the number of Authorized Shares from one fiscal year to the next decrease.
All amounts hereunder in Section 3 shall be adjusted pursuant to Section 11.
Such Shares shall be reserved, to the extent that the Company deems appropriate,
from authorized but unissued Shares, and from Shares which have been reacquired
by the Company. Furthermore, any Shares subject to a Stock Incentive which




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remain after the cancellation or expiration of such Stock Incentive thereafter
shall again become available for use under this Plan, but any Surrendered Shares
which remain after the surrender of an ISO or a Non-ISO under Section 8 shall
not again become available for use under this Plan. Notwithstanding anything
herein to the contrary, no Participant may be granted Options or Stock
Appreciation Rights covering an aggregate number of Shares in excess of
2,500,000 in any calendar year. Also, notwithstanding anything herein to the
contrary, the number of restricted shares of common stock available for issuance
under the Plan under this Plan at any time shall not exceed twenty percent (20%)
of the Authorized Shares at such time.

                                   SECTION 4.
                                 EFFECTIVE DATE

         The effective date of this Plan, as documented hereby, shall be the
date it is adopted by the Board, as noted in resolutions effectuating such
adoption, provided the shareholders of the Company approve this Plan within
twelve (12) months after such effective date. If such effective date comes
before such shareholder approval, any Stock Incentives granted under this Plan
before the date of such approval automatically shall be granted subject to such
approval.

                                   SECTION 5.
                                 ADMINISTRATION

         5.1      GENERAL ADMINISTRATION. This Plan shall be administered by the
Board. The Board, acting in its absolute discretion, shall exercise such powers
and take such action as expressly called for under this Plan. The Board shall
have the power to interpret this Plan and, subject to the terms and provisions
of this Plan, to take such other action in the administration and operation of
the Plan as it deems equitable under the circumstances. The Board's actions
shall be binding on the Company, on each affected Employee or Key Person, and on
each other person directly or indirectly affected by such actions.

         5.2      AUTHORITY OF THE BOARD. Except as limited by law or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Board shall have full power to select Employees and Key
Persons who shall participate in the Plan, to determine the sizes and types of
Stock Incentives in a manner consistent with the Plan, to determine the terms
and conditions of Stock Incentives in a manner consistent with the Plan, to
construe and interpret the Plan and any agreement or instrument entered into
under the Plan, to establish, amend or waive rules and regulations for the
Plan's administration, and to amend the terms and conditions of any outstanding
Stock Incentives as allowed under the Plan and such Stock Incentives. Further,
the Board may make all other determinations which may be necessary or advisable
for the administration of the Plan.

         5.3      DELEGATION OF AUTHORITY. The Board may delegate its authority
under the Plan, in whole or in part, to a Committee appointed by the Board
consisting of not less than two (2) directors. The members of the Committee
shall be appointed from time to time by, and shall serve at the discretion of,
the Board. If the Board or Committee so chooses, the Board or Committee may
delegate its authority under the Plan, in whole or in part, to two or more
members of management. Any delegate to which Board authority under this Plan has
been properly delegated shall act according to the policies and procedures set
forth in the Plan and to those policies and procedures established by the Board
or by such delegate, and such delegate shall have such powers and
responsibilities as are set forth by the delegating party. Reference to the
Board in this Plan shall specifically include reference to any delegate to which
Board authority under this Plan has been properly delegated where Board
authority has been delegated to such delegate, and any action by such delegate
pursuant to a delegation of


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authority shall be deemed an action by the Board under the Plan. Notwithstanding
the above, the Board may assume the powers and responsibilities granted to a
delegate at any time, in whole or in part. With respect to Committee
appointments and composition, only a Committee (or a sub-committee thereof)
comprised solely of two (2) or more Outside Directors may grant Stock Incentives
which will meet the Performance-Based Exception, and only a Committee comprised
solely of Outside Directors may grant Stock Incentives to Insiders that will be
exempt from Section 16(b) of the Exchange Act.

         5.4      DECISIONS BINDING. All determinations and decisions made by
the Board or a delegate pursuant to the provisions of this Plan and all related
orders and resolutions of the Board or a delegate shall be final, conclusive and
binding on all persons, including the Company, its stockholders, Directors,
Employees, Key Persons, Participants, and their estates and beneficiaries

         5.5      INDEMNIFICATION FOR DECISIONS. No member of the Board or any
delegate shall be liable for any action taken or determination made hereunder in
good faith. Service on the Committee or otherwise as a delegate shall constitute
service as a director of the Company so that the members of the Committee or a
delegate shall be entitled to indemnification and reimbursement as directors of
the Company pursuant to its bylaws and applicable law.

                                   SECTION 6.
                                  ELIGIBILITY

         Employees and Key Persons selected by the Board shall be eligible for
the grant of Stock Incentives under this Plan, but no Employee or Key Person
shall have the right to be granted a Stock Incentive under this Plan merely as a
result of his or her status as an Employee or Key Person. Only Employees shall
be eligible to receive a grant of ISO's.

                                   SECTION 7.
                           TERMS OF STOCK INCENTIVES

         7.1      TERMS AND CONDITIONS OF ALL STOCK INCENTIVES.

                  (a) The Board, in its absolute discretion, shall grant Stock
Incentives under this Plan from time to time and shall have the right to grant
new Stock Incentives in exchange for outstanding Stock Incentives. Stock
Incentives shall be granted to Employees or Key Persons selected by the Board,
and the Board shall be under no obligation whatsoever to grant Stock Incentives
to all Employees or Key Persons, or to grant all Stock Incentives subject to the
same terms and conditions.

                  (b) The number of Shares as to which a Stock Incentive shall
be granted shall be determined by the Board in its sole discretion, subject to
the provisions of Section 3 as to the total number of shares available for
grants under the Plan.

                  (c) Each Stock Incentive shall be evidenced by a Stock
Incentive Agreement executed by the Company and the Participant, which shall be
in such form and contain such terms and conditions as the Board in its
discretion may, subject to the provisions of the Plan, from time to time
determine.

                  (d) The date a Stock Incentive is granted shall be the date on
which the Board has approved the terms and conditions of the Stock Incentive
Agreement and has determined the recipient of the Stock Incentive and the number
of Shares covered by the Stock Incentive and has taken all such other action
necessary to complete the grant of the Stock Incentive.

         7.2      TERMS AND CONDITIONS OF OPTIONS. Each grant of an Option shall
be evidenced by a Stock Incentive Agreement which shall specify whether the
Option is an ISO or Non-ISO and incorporate such other terms and conditions as
the Board, acting in its absolute discretion, deems consistent with the terms of
this Plan, including (without limitation) a restriction on the number of Shares
subject to the Option which first become exercisable or subject to surrender
during any calendar year.



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                  The Board and/or the Company shall have complete discretion,
notwithstanding subsection (a) above, to modify the terms and provisions of an
Option in accordance with Section 13 of this Plan even though such modification
may change the Option form an ISO to Non-ISO.

                  In determining Employee(s) or Key Person(s) to whom an Option
shall be granted and the number of Shares to be covered by such Option, the
Board may take into account the recommendations of the Chief Executive Officer
of the Company and its other officers, the duties of the Employee or Key Person,
the present and potential contributions of the Employee or Key Person to the
success of the Company, the anticipated number of years of service remaining
before the attainment by the Employee of retirement age, and other factors
deemed relevant by the Board, in its sole discretion, in connection with
accomplishing the purpose of this Plan. An Employee or Key Person who has been
granted an Option to purchase Shares, whether under this Plan or otherwise, may
be granted one or more additional Options. If the Board grants an ISO and a
Non-ISO to an Employee on the same date, the right of the Employee to exercise
or surrender one such Option shall not be conditioned on his or her failure to
exercise or surrender the other such Option.

                  (a) EXERCISE PRICE. Subject to adjustment in accordance with
Section 11 and the other provisions of this Section, the Exercise Price shall be
as set forth in the applicable Stock Incentive Agreement. With respect to each
grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
Exercise Price shall not be less than the Fair Market Value on the date the ISO
is granted. With respect to each grant of an ISO to a Participant who is a Ten
Percent Shareholder, a Ten Percent Shareholder shall not be less than one
hundred ten percent (110%) of the Fair Market Value on the date the ISO is
granted. If a Stock Incentive is a Non-ISO, the Exercise Price for each Share
shall be no less than the minimum price required by applicable state law, or by
the Company's governing instrument, or $0.01, whichever price is greater. Any
Stock Incentive intended to meet the Performance-Based Exception must be granted
with an Exercise Price equivalent to or greater than the Fair Market Value of
the Shares subject thereto.

                  (b) OPTION TERM. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

                      (i)   make an Option exercisable before the date such
                            Option is granted; or

                      (ii)  make an Option exercisable after the earlier of:

                            (A) the date such Option is exercised in full, or

                            (B) the date which is the tenth (10th) anniversary
of the date such Option is granted, if such Option is a Non-ISO or an ISO
granted to a non-Ten Percent Shareholder, or the date which is the fifth (5th)
anniversary of the date such Option is granted, if such Option is an ISO granted
to a Ten Percent Shareholder.

         A        Stock Incentive Agreement may provide for the exercise of an
Option after the employment of an Employee has terminated for any reason
whatsoever, including death or disability. The Employee's rights, if any, upon
termination of employment will be set forth in the applicable Stock Incentive
Agreement.

                  (c) PAYMENT. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of Shares
with respect to which the Option is to be exercised accompanied by full payment
for the Shares. Payment for shares of Stock purchased pursuant to exercise of an
Option shall be made in cash or, unless the Stock Incentive Agreement provides
otherwise, by delivery to the Company of a number of Shares which have been
owned and completely paid for by the holder for at least six (6) months prior to
the date of exercise (I.E., "mature shares" for accounting purposes) having an





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aggregate Fair Market Value equal to the amount to be tendered, or a combination
thereof. In addition, unless the Stock Incentive Agreement provides otherwise,
the Option may be exercised through a brokerage transaction following
registration of the Company's equity securities under Section 12 of the
Securities Exchange Act of 1934 as permitted under the provisions of Regulation
T applicable to cashless exercises promulgated by the Federal Reserve Board.
However, notwithstanding the foregoing, with respect to any Option recipient who
is an Insider, a tender of shares or a cashless exercise must (1) have met the
requirements of an exemption under Rule 16b-3 promulgated under the Exchange
Act, or (2) be a subsequent transaction the terms of which were provided for in
a transaction initially meeting the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act. Unless the Stock Incentive Agreement
provides otherwise, the foregoing exercise payment methods shall be subsequent
transactions approved by the original grant of an Option. Except as provided in
subparagraph (f) below, payment shall be made at the time that the Option or any
part thereof is exercised, and no Shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the Participant. The
holder of an Option, as such, shall have none of the rights of a stockholder.

                  Notwithstanding the above, and in the sole discretion of the
Board, an Option may be exercised as to a portion or all (as determined by the
Board) of the number of Shares specified in the Stock Incentive Agreement by
delivery to the Company of a promissory note, such promissory note to be
executed by the Participant and which shall include, with such other terms and
conditions as the Board shall determine, provisions in a form approved by the
Board under which: (i) the balance of the aggregate purchase price shall be
payable in equal installments over such period and shall bear interest at such
rate (which shall not be less than the prime bank loan rate as determined by the
Board) as the Board shall approve, and (ii) the Participant shall be personally
liable for payment of the unpaid principal balance and all accrued but unpaid
interest. Other methods of payment may also be used if approved by the Board in
its sole and absolute discretion and not prohibited under the Stock Incentive
Agreement.

                  (d) CONDITIONS TO EXERCISE OF AN OPTION. Each Option granted
under the Plan shall vest and shall be exercisable at such time or times, or
upon the occurrence of such event or events, and in such amounts, as the Board
shall specify in the Stock Incentive Agreement; provided, however, that
subsequent to the grant of an Option, the Board, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may vest or be exercised in whole or in part. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option as it
may deem advisable, including, without limitation, vesting or performance-based
restrictions, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

                  (e) TRANSFERABILITY OF OPTIONS. An Option shall not be
transferable or assignable except by will or by the laws of descent and
distribution and shall be exercisable, during the Participant's lifetime, only
by the Participant, or in the event of the disability of the Participant;
provided, however, that in the event the Participant is incapacitated and unable
to exercise his or her Option, such Option may be exercised by such
Participant's legal guardian, legal representative, or other representative whom
the Board deems appropriate based on applicable facts and circumstances. The
determination of incapacity of a Participant and the determination of the
appropriate representative of the Participant who shall be able to exercise the
Option if the Participant is incapacitated shall be determined by the Board in
its sole and absolute discretion. Notwithstanding the foregoing, a Non-ISO may
also be transferred as a bona fide gift (i) to his spouse or lineal descendant
or lineal ascendant, (ii) to a trust for the benefit of one or more individuals
described in clause (i), (iii) to a partnership of which the only partners are
one or more individuals described in clause (i), or (iv) to other persons with
the prior approval of the Board in its sole and absolute discretion, in which
case the transferee shall be subject to all provisions of the Plan, the Stock
Incentive Agreement and the Exercise and Shareholder Agreement provided by the
Company in connection with the exercise of the Option and purchase of Shares. In



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the event of such a gift, the Optionee shall promptly notify the Board of such
transfer and deliver to the Board such written documentation as the Board may in
its discretion request, including, without limitation, the written
acknowledgment of the donee that the donee is subject to the provisions of the
Plan, the Stock Incentive Agreement and the Exercise and Shareholder Agreement.

                  (f) SPECIAL PROVISIONS FOR CERTAIN SUBSTITUTE OPTIONS.
Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code ss.424(a) is
applicable, may provide for an exercise price computed in accordance with Code
ss.424(a) and the regulations thereunder and may contain such other terms and
conditions as the Board may prescribe to cause such substitute Option to contain
as nearly as possible the same terms and conditions (including the applicable
vesting and termination provisions) as those contained in the previously issued
stock option being replaced thereby.

         7.3      TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. A Stock
Appreciation Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Option or not in connection with an
Option. A Stock Appreciation Right shall entitle the Participant to receive upon
exercise or payment the excess of: (I) the Fair Market Value of a specified
number of Shares at the time of exercise, over (II) a specified price which
shall be not less than the Exercise Price for that number of Shares in the case
of a Stock Appreciation Right granted in connection with a previously or
contemporaneously granted Option, or in the case of any other Stock Appreciation
Right not less than one hundred percent (100%) of the Fair Market Value of that
number of Shares at the time the Stock Appreciation Right was granted. A Stock
Appreciation Right granted in connection with an Option may only be exercised to
the extent that the related Option has not been exercised. The exercise of a
Stock Appreciation Right shall result in a pro rata surrender of the related
Option to the extent the Stock Appreciation Right has been exercised.

                  (a) PAYMENT. Upon exercise or payment of a Stock Appreciation
Right, the Company shall pay to the Participant the appreciation in cash or
Shares (at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Stock Incentive Agreement or, in the absence of such
provision, as the Board may determine.

                  (b) CONDITIONS TO EXERCISE. Each Stock Appreciation Right
granted under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Board shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of a Stock Appreciation Right, the Board, at any time before complete
termination of such Stock Appreciation Right, may accelerate the time or times
at which such Stock Appreciation Right may be exercised in whole or in part.

                  (c) TRANSFERABILITY OF STOCK APPRECIATION RIGHTS. Except as
otherwise provided in a Participant's Stock Incentive Agreement, no Stock
Appreciation Right granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Stock Incentive Agreement, all Stock Appreciation Rights granted
to a Participant under the Plan shall be exercisable, during the Participant's
lifetime, only by the Participant; provided, however, that in the event the
Participant is incapacitated and unable to exercise his or her Stock
Appreciation Right, such Stock Appreciation Right may be exercised by such
Participant's legal guardian, legal representative, or other representative whom
the Board deems appropriate based on applicable facts and circumstances. The
determination of incapacity of a Participant and the determination of the
appropriate representative of the Participant shall be determined by the Board
in its sole and absolute discretion. Notwithstanding the foregoing, except as
otherwise provided in the Stock Incentive Agreement, (A) a Stock Appreciation
Right which is granted in connection with the grant of a Non-ISO may be
transferred, but only with the Non-ISO, and (B) a Stock Appreciation Right which
is not granted in connection with the grant of a Non-ISO, may be transferred as
a bona fide gift, (i) to his spouse or lineal descendant or lineal ascendant,
(ii) to a trust for the benefit of one or more individuals described in clause
(i), (iii) to a partnership of which the only partners are one or more
individuals described in clause (i), or (iv) to other persons with the prior



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approval of the Board in its sole and absolute discretion, in which case the
transferee shall be subject to all provisions of the Plan and the Stock
Incentive Agreement. In the event of such a gift, the Optionee shall promptly
notify the Board of such transfer and deliver to the Board such written
documentation as the Board may in its discretion request, including, without
limitation, the written acknowledgment of the donee that the donee is subject to
the provisions of the Plan and the Stock Incentive Agreement.

         7.4      TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. Shares
awarded pursuant to Restricted Stock Awards shall be subject to such
restrictions as determined by the Board for periods determined by the Board.
Unless the applicable Stock Incentive Agreement provides otherwise, holders of
Restricted Stock Awards shall be entitled to vote and receive dividends during
the periods of restriction to the same extent as holders of unrestricted Common
Stock. The Board shall have the power to permit, in its discretion, an
acceleration of the expiration of the applicable restriction period with respect
to any part or all of the Shares awarded to a Participant. The Board may require
a cash payment from the Participant in an amount no greater than the aggregate
Fair Market Value of the Shares awarded determined at the date of grant in
exchange for the grant of a Restricted Stock Award or may grant a Restricted
Stock Award without the requirement of a cash payment. A Restricted Stock Award
may be transferred, except as otherwise provided in the Stock Incentive
Agreement, as a bona fide gift (i) to his spouse or lineal descendant or lineal
ascendant, (ii) to a trust for the benefit of one or more individuals described
in clause (i), (iii) to a partnership of which the only partners are one or more
individuals described in clause (i), or (iv) to other persons with the prior
approval of the Board in its sole and absolute discretion, in which case the
transferee shall be subject to all provisions of the Plan and the Stock
Incentive Agreement. In the event of such a gift, the Optionee shall promptly
notify the Board of such transfer and deliver to the Board such written
documentation as the Board may in its discretion request, including, without
limitation, the written acknowledgment of the donee that the donee is subject to
the provisions of the Plan and the Stock Incentive Agreement.

                                   SECTION 8.
                              SURRENDER OF OPTIONS

         8.1      GENERAL RULE. The Board, acting in its absolute discretion,
may incorporate a provision in a Stock Incentive Agreement to allow an Employee
or Key Person to surrender his or Option in whole or in part in lieu of the
exercise in whole or in part of that Option on any date that:

                  (a) the Fair Market Value of the Shares subject to such Option
exceeds Exercise Price for such Shares, and

                  (b) the Option to purchase such Shares is otherwise
exercisable.

         8.2      PROCEDURE. The surrender of an Option in whole or in part
shall be effected by the delivery of the Stock Incentive Agreement to the Board,
together with a statement signed by the Participant which specifies the number
of Shares ("Surrendered Shares") as to which the Participant surrenders his or
her Option and how he or she desires payment be made for such Surrendered
Shares.

         8.3      PAYMENT. A Participant in exchange for his or her Surrendered
Shares shall receive a payment in cash or in Shares, or in a combination of cash
and Shares, equal in amount on the date such surrender is effected to the excess
of the Fair Market Value of the Surrendered Shares on such date over the
Exercise Price for the Surrendered Shares. The Board, acting in its absolute
discretion, can approve or disapprove a Participant's request for payment in
whole or in part in cash and can make that payment in cash or in such
combination of cash and Shares as the Board deems appropriate. A request for
payment only in Shares shall be approved and made in Shares to the extent
payment can be made in whole shares of Shares and (at the Board's discretion) in
cash in lieu of any fractional Shares.

         8.4      RESTRICTIONS. Any Stock Incentive Agreement which incorporates
a provision to allow a Participant to surrender his or her Option in whole or in
part also shall incorporate such additional restrictions on the exercise or



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<PAGE>   10



surrender of such Option as the Board deems necessary to satisfy the conditions
to the exemption under Rule 16b-3 (or any successor exemption) to Section 16(b)
of the Exchange Act.

                                   SECTION 9.
                              SECURITIES REGULATION

         Each Stock Incentive Agreement may provide that, upon the receipt of
Shares as a result of the surrender or exercise of a Stock Incentive, the
Participant shall, if so requested by the Company, hold such Shares for
investment and not with a view of resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Stock Incentive Agreement may
also provide that, if so requested by the Company, the Participant shall make a
written representation to the Company that he or she will not sell or offer to
sell any of such Shares unless a registration statement shall be in effect with
respect to such Shares under the Securities Act of 1933, as amended ("1933
Act"), and any applicable state securities law or, unless he or she shall have
furnished to the Company an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required. Certificates representing the Shares transferred upon the exercise
or surrender of a Stock Incentive granted under this Plan may at the discretion
of the Company bear a legend to the effect that such Shares have not been
registered under the 1933 Act or any applicable state securities law and that
such Shares may not be sold or offered for sale in the absence of an effective
registration statement as to such Shares under the 1933 Act and any applicable
state securities law or an opinion, in form and substance satisfactory to the
Company, of legal counsel acceptable to the Company, that such registration is
not required.

                                   SECTION 10.
                                  LIFE OF PLAN

         No Stock Incentive shall be granted under this Plan on or after the
earlier of:

         (a) the tenth (10th) anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Stock Incentives have
been surrendered or exercised in full or no longer are exercisable, or

         (b) the date on which all of the Shares reserved under Section 3 of
this Plan have (as a result of the surrender or exercise of Stock Incentives
granted under this Plan) been issued or no longer are available for use under
this Plan, in which event this Plan also shall terminate on such date.

                                   SECTION 11.
                                   ADJUSTMENT

         Notwithstanding anything in Section 13 to the contrary, the number of
Shares reserved under Section 3 of this Plan, the limit on the number of Shares
which may be granted during a calendar year to any individual under Section 3 of
this Plan, the number of Shares subject to Stock Incentives granted under this
Plan, and the Exercise Price of any Options, shall be adjusted by the Board in
an equitable manner to reflect any change in the capitalization of the Company,
including, but not limited to, such changes as stock dividends or stock splits.
Furthermore, the Board shall have the right to adjust (in a manner which
satisfies the requirements of Code ss.424(a)) the number of Shares reserved
under Section 3, and the number of Shares subject to Stock Incentives granted
under this Plan, and the Exercise Price of any Options in the event of any
corporate transaction described in Code ss.424(a) which provides for the
substitution or assumption of such Stock Incentives. If any adjustment under
this Section creates a fractional Share or a right to acquire a fractional
Share, such fractional Share shall be disregarded, and the number of Shares
reserved under this Plan and the number subject to any Stock Incentives granted
under this Plan shall be the next lower number of Shares, rounding all fractions
downward. An adjustment made under this Section by the Board shall be conclusive
and binding on all affected persons and, further, shall not constitute an
increase in the number of Shares reserved under Section 3.



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<PAGE>   11


                                   SECTION 12.
                          SALE OR MERGER OF THE COMPANY

         Except to the extent that a Stock Incentive Agreement expressly
provides otherwise, if a Change of Control occurs, and the agreements
effectuating the Change of Control provide for the assumption or substitution of
the Stock Incentives granted under this Plan, each Stock Incentive shall have
its vesting and exercisability accelerated by one year as of the date of the
Change of Control so that, after such acceleration, the recipient of the Stock
Incentive shall be vested in such Stock Incentive as of any date of
determination after such Change of Control in accordance with the terms and
provisions of the Stock Incentive except that it shall be presumed that the date
of determination is actually one year later than the actual date of
determination. Except to the extent that a Stock Incentive Agreement expressly
provides otherwise, to the extent that the recipient of a Stock Incentive
granted under this Plan is employed by the Company immediately prior to a Change
of Control and the employment of such Stock Incentive recipient is terminated in
a Vesting Termination on or within one year following the Change of Control,
then, if the agreements effectuating the Change of Control provide for the
assumption or substitution of the Stock Incentives granted under this Plan, the
vesting and exercisability of the Stock Incentive of such recipient shall be
accelerated by an additional one year as of the date of the Vesting Termination
so that, after such acceleration, the recipient of the Stock Incentive shall be
vested in such Stock Incentive as of any date of determination after the date of
the Vesting Termination in accordance with the terms and provisions of the Stock
Incentive except that it shall be presumed that the date of determination is
actually two years later than the actual date of determination.

         Except to the extent that a Stock Incentive Agreement expressly
provides otherwise, if the Company agrees to a Company Sale or a Company Merger
and such agreement does not provide for the assumption or substitution of the
Stock Incentives granted under this Plan, each Stock Incentive, shall
immediately become fully vested immediately prior to the closing of the
transaction effectuating the Change of Control, and, at the direction and
discretion of the Board, may be canceled unilaterally by the Company in exchange
for (a) whole Shares (or, subject to satisfying the conditions of an exemption
under Rule 16b-3 or any successor exemption to Section 16(b) of the Exchange
Act, for the whole Shares and cash in lieu of any fractional Share) which each
Participant otherwise would receive if he or she had the right to surrender or
exercise his or her outstanding Stock Incentive in full and he or she exercised
that right exclusively for Shares on a date fixed by the Board which comes
before such sale or other corporate transaction, or (b) cash or other property
equivalent in value, as determined by the Board in its sole discretion, to the
Shares described in clause (a) of this sentence.

                                   SECTION 13.
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of the Company:
(a) to increase the number of Shares reserved under Section 3, except as set
forth in Section 11, (b) to extend the maximum life of the Plan under Section 10
or the maximum exercise period under Section 7, (c) to decrease the minimum
Exercise Price under Section 7, or (d) to change the designation of Employees or
Key Persons eligible for Stock Incentives under Section 6. The Board also may
suspend the granting of Stock Incentives under this Plan at any time and may
terminate this Plan at any time. The Company shall not have the right to modify,
amend or cancel any Stock Incentive after it has been granted before such
unless: (I) the Participant consents in writing to such modification, amendment
or cancellation, or (II) there is a dissolution or liquidation of the Company or
a transaction described in Section 11 or Section 12, or (III) the Company would
otherwise have the right to make such modification, amendment or cancellation by
applicable law.



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<PAGE>   12

                                   SECTION 14.
                                  MISCELLANEOUS

         14.1     SHAREHOLDER RIGHTS. No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Incentive to him
or to her under this Plan or his or her exercise or surrender of such Stock
Incentive pending the actual delivery of Shares subject to such Stock Incentive
to such Participant.

         14.2     NO GUARANTEE OF CONTINUED RELATIONSHIP. The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment, shall not confer on any Participant any right to continued
employment, and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to those
rights, if any, expressly set forth in the Stock Incentive Agreement which
evidences his or her Stock Incentive. Nothing contained in the Plan, or any
modification thereof, or any Stock Incentive granted under this Plan shall be
construed to give any Participant any rights to continued employment.

         14.3     WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company as a
condition precedent for the fulfillment of any Stock Incentive, an amount
sufficient to satisfy Federal, state and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan. Whenever Shares are to be issued or cash paid
to a Participant upon exercise of an Option, the Company shall have the right to
require the Participant to remit to the Company, as a condition of exercise of
the Option, an amount sufficient to satisfy federal, state and local withholding
tax requirements at the time of exercise. However, notwithstanding the
foregoing, to the extent that a Participant is an Insider, satisfaction of
withholding requirements by having the Company withhold Shares may only be made
to the extent that such withholding of Shares (1) has met the requirements of an
exemption under Rule 16b-3 promulgated under the Exchange Act, or (2) is a
subsequent transaction the terms of which were provided for in a transaction
initially meeting the requirements of an exemption under Rule 16b-3 promulgated
under the Exchange Act. Unless the Stock Incentive Agreement provides otherwise,
the withholding of shares to satisfy federal, state and local withholding tax
requirements shall be a subsequent transaction approved by the original grant of
a Stock Incentive. Notwithstanding the foregoing, in no event shall payment of
withholding taxes be made by a retention of Shares by the Company unless the
Company retains only Shares with a Fair Market Value equal to the minimum amount
of taxes required to be withheld.

         14.4     NOTIFICATION OF DISQUALIFYING DISPOSITIONS OF ISO OPTIONS. If
a Participant sells or otherwise disposes of any of the Shares acquired pursuant
to an Option which is an ISO on or before the later of (1) the date two (2)
years after the date of grant of such Option, or (2) the date one (1) year after
the exercise of such Option, then the Participant shall immediately notify the
Company in writing of such sale or disposition and shall cooperate with the
Company in providing sufficient information to the Company for the Company to
properly report such sale or disposition to the Internal Revenue Service. The
Participant acknowledges and agrees that he may be subject to income tax
withholding by the Company on the compensation income recognized by Participant
from any such early disposition by either (or both) his payment to the Company
in cash or his payment out of the current wages or earnings otherwise payable to
him by the Company, and agrees that he shall include the compensation from such
early disposition in his gross income for federal tax purposes. Participant also
acknowledges that the Company may condition the exercise of any Option which is
an ISO on the Participant's express written agreement with these provisions of
this Plan.

         14.5     TRANSFER. The transfer of an Employee between or among the
Company, a Subsidiary or a Parent shall not be treated as a termination of his
or her employment under this Plan.

         14.5     CONSTRUCTION. This Plan shall be construed under the laws of
the State of Delaware.

         14.6     SEVERABILITY. If any portion of this Plan is held invalid or
inoperative, the other portions of this Plan shall be deemed valid and operative
and, so far as is reasonable and possible, effect shall be given to the intent
manifested by the portion held invalid or inoperative.



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