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                                                                   Exhibit 10.16


                               AMIS HOLDINGS, INC.
                              AMENDED AND RESTATED
                           2000 EQUITY INCENTIVE PLAN

1.    Purposes.

      (a) Eligible Stock Award Recipients. The persons eligible to receive Stock
Awards are the Employees, Directors and Consultants of the Company and its
Affiliates.

      (b) Available Stock Awards. The purpose of the Plan is to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, Directors and Consultants and to
promote the success of the Company's business by providing a means by which
eligible recipients of Stock Awards may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of Stock Awards.

      (c) General Purpose. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Stock Awards, to secure
and retain the services of new members of this group and to provide incentives
for such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2.    Definitions.

      (a) "AFFILIATE" means any parent corporation or subsidiary corporation of
the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

      (b) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans, including requirements under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or quoted and
the applicable laws of any other country or jurisdiction where Awards are
granted under the Plan.

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

      (d) "CAUSE" means the occurrence of any of the following: (i) conviction
of the Participant of any felony or any crime involving fraud or dishonesty;
(ii) the Participant's participation (whether by affirmative act or omission) in
a fraud, act of dishonesty or other act of misconduct against the Company and/or
its Affiliates; (iii) conduct by the Participant which, based upon a good faith
and reasonable factual investigation by the Company (or, if the Participant is
an Officer, by the Board), demonstrates the Participant's unfitness to serve;
(iv) the Participant's violation of any statutory or fiduciary duty, or duty of
loyalty owed to the Company and/or its Affiliates; (v) the Participant's
violation
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of state or federal law in connection with the Participant's performance of
his/her job which has an adverse effect on the Company and/or its Affiliates;
(vi) the Participant's breach of any material term of any contract between the
Participant and the Company and/or its Affiliates; and (vii) the Participant's
violation of Company policy which has a material adverse effect on the Company
and/or its Affiliates. Notwithstanding the foregoing, the Participant's
Disability shall not constitute Cause as set forth herein. The determination
that a termination is for Cause shall be by the Committee in its sole and
exclusive judgment and discretion.

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

      (f) "COMMITTEE" means either (i) a committee of one or more members of the
Board appointed by the Board in accordance with subsection 3(c) or (ii) the
Board if it has not appointed a Committee.

      (g) "COMMON STOCK" means the common stock, par value $.01 per share, of
the Company.

      (h) "COMPANY" means AMI Holdings, Inc., a Delaware corporation.

      (i) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting or advisory services and who is
compensated for such services.

      (j) "CONTINUOUS SERVICE" means that the Participant's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. A change in the capacity in which a Participant
renders service to the Company or an Affiliate as an Employee, Consultant or
Director or a change in the entity for which the Participant renders such
service shall not be deemed to interrupt or terminate such Participant's
Continuous Service. For example, a change in status from an Employee of the
Company to a Consultant of an Affiliate or a Director will not constitute an
interruption of Continuous Service. The Committee or the chief executive officer
of the Company or their designee, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

      (k) "DIRECTOR" means a member of the Board of Directors of the Company.

      (l) "DISABILITY" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

      (m) "EMPLOYEE" means any person employed by the Company or an Affiliate.
Service as a Director or payment of a director's fee by the Company or


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an Affiliate shall not be sufficient to constitute "employment" by the Company
or an Affiliate for purposes of this Plan

      (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      (o) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock determined as follows:

            (i) If the Common Stock is listed on any established stock exchange
or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
Market Value of a share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Committee deems reliable.

            (ii) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Committee.

      (p) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

      (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

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

      (s) "OPTION" means an Incentive Stock Option or a Nonstatutory Stock
Option granted pursuant to the Plan.

      (t) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

      (u) "OPTIONHOLDER" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

      (v) "OUTSIDE DIRECTOR" means a Director who is not an Employee of the
Company.


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      (w) "PARTICIPANT" means a person to whom a Stock Award is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.

      (x) "PLAN" means this Amended and Restated 2000 Equity Incentive Plan, as
amended.

      (y) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

      (z) "SECURITIES ACT" means the Securities Act of 1933, as amended.

      (aa) "STOCK AWARD" means any stock-based award granted under the Plan,
including but not limited to an Option, a stock bonus award, restricted stock,
or a stock appreciation right.

      (bb) "STOCK AWARD AGREEMENT" means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

      (cc) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates.

3.    Administration.

      (a) Administration by Board. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c).

      (b)   Powers of Committee.  The Committee shall have the
power, subject to, and within the limitations of, the express
provisions of the Plan:

            (i) To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how each Stock Award
shall be granted; what type or combination of types of Stock Award shall be
granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award and, subject to the terms of the
Plan and if applicable, the exercise price of any Stock Award; and the number of
shares of Common Stock with respect to which a Stock Award shall be granted to
each such person.

            (ii) To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Committee, in the exercise of this power, may correct any


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defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

            (iii) To amend the Plan or a Stock Award as provided in Section 10.

            (iv) To grant Awards with such terms as the Committee deems
necessary or appropriate in order to comply with or take advantage of the laws
of any jurisdiction in which a Participant resides or is employed or to
establish a sub-plan under this Plan for such purposes.

            (v) Generally, to exercise such powers and to perform such acts as
the Committee deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

      (c)   Delegation to Committee.

            (i) General. The Board may delegate administration of the Plan to a
Committee or Committees of one or more members of the Board, and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

            (ii) Committee Composition. If the Board in its discretion deems it
advisable, the Board may provide that the Committee may consist solely of two or
more "Outside Directors" as defined in the regulations under Section 162(m) of
the Code and/or solely of two or more "Non-Employee Directors" as defined in
Rule 16b-3.

      (d) Effect of Committee's Decision. All determinations, interpretations
and constructions made by the Committee in good faith shall not be subject to
review by any person and shall be final, binding and conclusive on all persons.

4.    Shares Subject to the Plan.

      (a) Share Reserve. Subject to the provisions of Section 9 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
hereunder after September 4, 2003 pursuant to Stock Awards (including pursuant
to options outstanding on September 4, 2003) shall not exceed in the


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aggregate 11,853,635 shares of Common Stock, plus an annual increase on the
first day of each fiscal year during the term of the Plan beginning January 1,
2005 through January 1, 2010, in each case in an amount equal to the lesser of
(i) 1,829,300 shares, (ii) 2.5 % of the number of shares of the Common Stock
outstanding on such date, or (iii) an amount determined by the Board.

      (b) Reversion of Shares to the Share Reserve. If any Stock Award shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, or if Shares are issued pursuant to any Stock Award but
reacquired by the Company through forfeiture, the shares of Common Stock not
acquired under such Stock Award shall revert to and again become available for
issuance under the Plan. For purposes of this paragraph, awards and options
granted under any previous equity plan of the Company shall be treated as
Awards.

      (c) Source of Shares. The shares of Common Stock subject to the Plan may
be unissued shares or reacquired shares, bought on the market or otherwise.

5.    Eligibility.

      (a) Eligibility for Specific Stock Awards. Incentive Stock Options may be
granted only to Employees. Stock Awards other than Incentive Stock Options may
be granted to Employees, Directors and Consultants.

      (b) Section 162(m) Limitation. Subject to the provisions of Section 11
relating to adjustments upon changes in the shares of Common Stock, no Employee
shall be eligible to be granted Options covering more than 2,000,000 shares of
Common Stock during any calendar year.

      (c) Consultants. A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is not available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature of
the services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.

      (d) Outside Directors. Stock Awards may be granted to Outside Directors in
accordance with the policies established from time to time by the Board
specifying the number of shares (if any) to be subject to each such Stock Award
and the time(s) at which such awards shall be granted. Stock Awards granted


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to Outside Directors shall be on terms and conditions determined by the Board,
subject to the provisions of the Plan.

6.    Option Provisions.

      Each Option shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

      (a) Term. No Incentive Stock Option shall be exercisable after the
expiration of ten years from the date it was granted (or five years from the
date it was granted with respect to any Incentive Stock Option granted to a Ten
Percent Stockholder).

      (b)   Exercise Price.

            (i) The exercise price of each Incentive Stock Option shall be not
less than 100% of the Fair Market Value of the Common Stock subject to the
Option on the date the Option is granted, except that the exercise price of an
Incentive Stock Option granted to a Ten Percent Stockholder shall be not less
than 110% of the Fair Market Value of the Common Stock at the date of grant.
Notwithstanding the foregoing, an Incentive Stock Option may be granted with an
exercise price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 424(a) of the Code.

            (ii) The exercise price of each Nonstatutory Stock Option shall be
not less than 100% of the Fair Market Value of the Common Stock subject to the
Option on the date the Option is granted. Notwithstanding the foregoing, an
Incentive Stock Option may be granted with an exercise price lower than that set
forth in the preceding sentence if such Option is granted pursuant to an
assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.

      (c) Consideration. The purchase price of Common Stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised or (ii) at
the discretion of the Committee, (x) by delivery to the Company of other Common
Stock that has been held for more than six months (or such longer or shorter
period of time required to avoid a charge to earnings for financial accounting
purposes as determined by the Committee), (y) pursuant to a broker-assisted
cashless exercise program, or (z) in any other form of legal consideration that
may be acceptable to the Committee.


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      (d) Transferability of an Incentive Stock Option. An Incentive Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option.

      (e) Transferability of a Nonstatutory Stock Option. Except to the extent
otherwise provided in the Option Agreement, a Nonstatutory Stock Option shall
not be transferable except by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of the Optionholder only by the
Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering
written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of the death of the Optionholder, shall
thereafter be entitled to exercise the Option.

      (f) Vesting Generally. The total number of shares of Common Stock subject
to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Committee
may deem appropriate. The vesting provisions of individual Options may vary.

      (g) Termination of Continuous Service. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability or for Cause), the Optionholder may exercise his or her Option (to
the extent that the Optionholder was entitled to exercise such Option as of the
date of termination) but only within such period of time ending on the earlier
of (i) the date three months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.

      (h) Disability of Optionholder. In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date 12 months
following such termination (or such longer or shorter period specified in the
Option Agreement) or (ii) the expiration of the term of the Option as set forth
in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

      (i) Death of Optionholder. In the event (i) an Optionholder's Continuous
Service terminates as a result of the Optionholder's death or (ii) the


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Optionholder dies within the period (if any) specified in the Option Agreement
after the termination of the Optionholder's Continuous Service for a reason
other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
Option upon the Optionholder's death, but only within the period ending on the
earlier of (1) the date 18 months following the date of death (or such longer or
shorter period specified in the Option Agreement) or (2) the expiration of the
term of such Option as set forth in the Option Agreement. If, after death, the
Option is not exercised within the time specified herein, the Option shall
terminate.

      (j) Termination for Cause. In the event an Optionholder's Continuous
Service is terminated for Cause, the Option shall immediately terminate upon the
termination for Cause of such Optionholder's Continuous Service and the
Optionholder is prohibited from exercising his or her Option at the time of such
termination.

7.    Stock Awards other than Options.

      The Committee is hereby authorized to grant to Participants such other
Awards (including, without limitation, grants of restricted stock, restricted
stock units, rights to purchase stock, warrants, and stock appreciation rights)
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Committee to be
consistent with the purposes of the Plan. Subject to the terms of the Plan, the
Committee shall determine the terms and conditions of such Awards.

8.    Miscellaneous.

      (a) Legal Compliance. Shares shall not be issued pursuant to a Stock Award
under the Plan unless the issuance and delivery of such Shares shall comply with
Applicable Laws.

      (b) Acceleration of Exercisability and Vesting. The Committee shall have
the power to accelerate the time at which a Stock Award may first be exercised
or the time during which a Stock Award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the Stock Award
stating the time at which it may first be exercised or the time during which it
will vest.

      (c) Stockholder Rights. No Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to such Stock Award unless and until such Participant has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.


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      (d) No Employment or other Service Rights. Nothing in the Plan or any
instrument executed or Stock Award granted pursuant thereto shall confer upon
any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

      (e) Incentive Stock Option $100,000 Limitation. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

      (f) Investment Assurances. The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Stock Award, (i) to
give written assurances satisfactory to the Company as to the Participant's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may place legends on stock certificates issued under the Plan as deemed
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common
Stock.

      (g) Withholding Obligations. To the extent provided by the terms of a
Stock Award Agreement, the Participant may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of Common
Stock under a Stock Award by any of the following means (in addition to the
Company's right to withhold from any compensation paid to the Participant by


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the Company) or by a combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold shares of Common Stock from the shares
of Common Stock otherwise issuable to the Participant as a result of the
exercise or acquisition of Common Stock under the Stock Award, provided,
however, that no shares of Common Stock are withheld with a value exceeding the
minimum amount of tax required to be withheld by law; or (iii) delivering to the
Company owned and unencumbered shares of Common Stock.

      (h) Fractional Shares. Fractional shares may be issued or delivered
pursuant to the Plan or any Award, but in connection with the exercise of any
Option with respect to a fractional share, the Committee may determine that
cash, other securities or other property shall be paid or transferred in lieu of
any fractional shares of Company Securities, or that such fractional shares or
any rights thereto shall be canceled, terminated or otherwise eliminated.

9.    Adjustments upon Changes in Stock.

      (a) Certain Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, redemption or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate
transaction or event affects the shares of Common Stock such that an adjustment
is determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee may, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of shares of Common Stock (or other
securities or property) which thereafter may be made the subject of Stock
Awards, including the aggregate and individual limits specified in Section 5(b)
hereof, (ii) the number and type of shares of Common Stock (or other securities
or property) subject to outstanding Stock Awards, and (iii) the grant, purchase,
or exercise price with respect to any Stock Award or, if deemed appropriate,
cancel any Stock Award and/or make provision for a cash payment to the holder of
an outstanding Stock Award or effect any combination of the foregoing.

      (b) Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, then all outstanding Stock Awards shall terminate
immediately prior to such event.

10.   Amendment of the Plan and Stock Awards.

      (a) Amendment of Plan. The Board at any time, and from time to time, may
amend the Plan. The Board shall obtain stockholder approval of any such
amendment to the extent necessary and desirable to comply with Applicable Laws.


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      (b) Stockholder Approval. The Board may, in its sole discretion, submit
any other amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.

      (c) Contemplated Amendments. It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible Employees with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.

      (d) No Impairment of Rights. Rights under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Participant and (ii) the Participant
consents in writing.

      (e) Amendment of Stock Awards. The Committee at any time, and from time to
time, may amend the terms of any one or more Stock Awards; provided, however,
that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing; provided further that the Committee
shall not, directly or indirectly, reduce the exercise price of any Stock Award
without stockholder approval.

11.   Termination or Suspension of the Plan.

      (a)   Plan Term.  The Board may suspend or terminate the
Plan at any time.  Unless sooner terminated, the Plan shall
terminate on July 24, 2010.  No Stock Awards may be granted under
the Plan while the Plan is suspended or after it is terminated.

      (b) No Impairment of Rights. Suspension or termination of the Plan shall
not impair rights and obligations under any Stock Award granted while the Plan
is in effect except with the written consent of the Participant.

12.   Effective Date of Plan.

      The Plan shall become effective as determined by the Board, but no Stock
Award shall be exercised (or, in the case of a stock bonus, shall be granted)
unless and until the Plan has been approved by the stockholders of the Company,
which approval shall be within 12 months before or after the date the Plan is
adopted by the Board.


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13.   Choice of Law.

      The law of the State of Delaware shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to such
state's conflict of laws rules.


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