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                                 EXHIBIT 10.25
 
                                 VIASOFT, INC.
 
                          EMPLOYEE STOCK PURCHASE PLAN
                 (AS AMENDED AND RESTATED AS OF APRIL 24, 1997)
 
     The following constitute the provisions of the VIASOFT, Inc. Employee Stock
Purchase Plan.
 
     1.  Purpose.  The VIASOFT, Inc. Employee Stock Purchase Plan (the "Plan")
is intended to provide Eligible Employees of the Company and one or more of its
Affiliates with the opportunity to acquire an equity interest in the Company
through periodic payroll deductions. The Plan is designed to qualify as an
employee stock purchase plan under Code Section 423.
 
     2.  Definitions.  For purposes of the Plan, the following terms shall have
the meanings indicated:
 
          (a) "Affiliate" shall mean any company which is a parent or subsidiary
     corporation of the Company (as determined in accordance with Code Section
     424), including any parent or subsidiary corporation which becomes such
     after the Effective Time.
 
          (b) "Base Salary" shall mean the regular reportable earnings paid to a
     Participant by one or more Participating Companies, including all overtime
     payments, bonuses, commissions, profit sharing distributions and other
     incentive-type payments.
 
          (c) "Board" shall mean the Company's Board of Directors.
 
          (d) "Code" shall mean the Internal Revenue Code of 1986, as amended
     from time to time.
 
          (e) "Company" shall mean VIASOFT, Inc., a Delaware corporation, and
     any corporate successor to all or substantially all of the assets or voting
     stock of VIASOFT, Inc. which shall by appropriate action adopt the Plan.
 
          (f) "Commencement Date" shall mean the first day of an Offering
     Period.
 
          (g) "Common Stock" shall mean shares of the Company's common stock.
 
          (h) "Effective Time" shall mean the time at which the underwriting
     agreement for the initial public offering of the Common Stock is executed
     and finally priced. The initial Offering Period shall start at the time of
     such execution and pricing of the underwriting agreement. However, for any
     Affiliate which becomes a Participating Company in the Plan after the
     Effective Time, a subsequent Effective Time shall be designated by the
     Board with respect to participation by its Eligible Employees.
 
          (i) "Eligible Employee" shall mean any individual who is an employee
     of the Company or other Participating Company for purposes of tax
     withholding in the appropriate jurisdiction whose customary employment with
     the Company or any Participating Company is at least twenty (20) hours per
     week and more than five (5) months in any calendar year. For purposes of
     the Plan, the employment relationship shall be treated as continuing intact
     while the individual is on sick leave or other leave of absence approved by
     the Company. Where the period of leave exceeds 90 days and the individual's
     right to reemployment is not guaranteed either by statute or by contract,
     the employment relationship will be deemed to have terminated on the 91st
     day of such leave, unless otherwise required by law.
 
          (j) "Entry Date" shall mean the date established pursuant to Section
     5(a) by an Eligible Employee first electing to participate in the Plan for
     the Offering Period in effect under the Plan. The earliest Entry Date under
     the Plan shall be the date of the Effective Time.
 
          (k) "Offering Period" shall mean the periods during which Options are
     granted and exercisable under the Plan as defined in Section 4.
 
          (l) "Option" shall mean an option to purchase Common Stock granted to
     a Participant under the Plan.
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          (m) "Participant" shall mean any Eligible Employee of a Participating
     Company who is participating in the Plan.
 
          (n) "Participating Company" shall mean the Company and such Affiliate
     or Affiliates as may be designated from time to time by the Board.
 
          (o) "Participating Company Commencement Date" shall mean the date,
     after the Commencement Date for any Offering Period, on which an Affiliate
     becomes a Participating Company in the Plan.
 
          (p) "Semi-Annual Entry Date(s)" shall mean the first business day of
     May and the first business day of November during each calendar year within
     an Offering Period in effect under the Plan.
 
          (q) "Semi-Annual Period of Participation" shall mean each semi-annual
     period for which the Participant actually participates in an Offering
     Period in effect under the Plan. There shall be a maximum of four (4)
     semi-annual periods of participation within each Offering Period. Except as
     otherwise designated by the Committee, the first such semi-annual period
     (which may actually be less than or in excess of six (6) months for the
     initial Offering Period) shall be measured from the Commencement Date of
     the Offering Period until the last business day in the following October;
     the next such semi-annual period shall then be measured from the first
     business day in November to the last business day in the following April,
     the third semi-annual period shall then begin on the first business day in
     May, and end on the last business day in the following October; and the
     final semi-annual period within the Offering Period shall begin on the
     first business day of the next November and end on the last business day of
     the following April.
 
          (r) "Semi-Annual Exercise Date(s)" shall mean the last business day of
     April and October each year on which Options to purchase shares of Common
     Stock are automatically exercised for Participants under the Plan.
 
     3.  Administration. The Plan shall be administered by a committee (the
"Committee") comprised of two or more non-employee Board members appointed from
time to time by the Board. The Committee shall have full authority to administer
the Plan, including authority to interpret and construe any provision of the
Plan and to adopt such rules and regulations for administering the Plan,
including such as it may deem advisable to comply with applicable law. The
Committee may correct any defect or omission or reconcile any inconsistency in
the Plan, in the manner and to the extent it shall deem desirable. Decisions of
the Committee shall be final and binding on all parties who have an interest in
the Plan.
 
     4.  Offering Periods.
 
     (a) The Plan shall be implemented in a series of successive Offering
Periods, each to be of a duration of twenty-seven (27) months or less as
designated by the Committee prior to the Commencement Date. However, the initial
Offering Period will begin upon the Effective Time and will end on the last
business day in April 1997. The next Offering Period shall commence on the first
business day in May 1997, and subsequent Offering Periods shall commence as
designated by the Committee.
 
     (b) The Committee shall establish a series of successive Offering Periods
until such time as (i) the maximum number of shares of Common Stock available
for issuance under the Plan shall have been issued or (ii) the Plan shall have
been sooner terminated in accordance with Sections 9 or 10(b). Under no
circumstances shall any Options granted under the Plan be exercised, nor shall
any shares of Common Stock be issued hereunder, until such time as (i) the Plan
shall have been approved by the Company's stockholders and (ii) the Company
shall have complied with all applicable requirements of the Securities Act of
1933 (as amended), all applicable listing requirements of any securities
exchange on which shares of the Common Stock are listed and all other applicable
statutory and regulatory requirements.
 
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     (c) Each Participant shall be granted a separate Option for each Offering
Period in which he/she participates. The Option shall be granted on the Entry
Date on which such individual first joins the Offering Period in effect under
the Plan and shall be automatically exercised in successive semi-annual
installments on the Semi-Annual Exercise Date in each year.
 
     (d) Subject to the limitations set forth in the Plan, including without
limitation Sections 7(c) and 8 herein, the acquisition of Common Stock through
participation in the Plan for any Offering Period shall neither limit nor
require the acquisition of Common Stock by the Participant in any subsequent
Offering Period.
 
     5.  Eligibility and Participation.
 
     (a) Each Eligible Employee shall be eligible to participate in the Plan in
accordance with the following provisions:
 
          (i) An individual who is an Eligible Employee on the Commencement Date
     of the Offering Period may participate in the Plan for such Offering Period
     on such Commencement Date, which shall be such Participant's Entry Date,
     provided he/she enrolls in the Offering Period on or before such date in
     accordance with the Plan. Should such Eligible Employee not so enroll prior
     to the Commencement Date, then he/she may not subsequently join that
     particular Offering Period on any later date.
 
          (ii) An individual who is not an Eligible Employee on the Commencement
     Date of an Offering Period may subsequently enter that Offering Period on
     the earlier of (i) the first Semi-Annual Entry Date on which he/she is an
     Eligible Employee or (ii) the first Participating Company Commencement Date
     on which he/she is an Eligible Employee, which shall be such Participant's
     Entry Date, provided he/she enrolls in the Offering Period on or before
     such date in accordance with the Plan. Should such Eligible Employee not so
     enroll prior to such Semi-Annual Entry Date or Participating Company
     Commencement Date, then he/she may not subsequently join that particular
     Offering Period on any later date.
 
     (b) To elect to participate for a particular Offering Period, the Eligible
Employee must complete the enrollment forms prescribed by the Committee
(including the purchase agreement and payroll deduction authorization) and file
such forms with the Company on or before his/her scheduled Entry Date. Once
properly made, an Eligible Employee's election to participate shall be
automatically renewed for each subsequent Offering Period, subject to any
termination or withdrawal as provided in Section 7(e).
 
     (c) The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock under the Plan may be any multiple of one
percent (1%) of the Base Salary paid to the Participant during each Semi-Annual
Period of Participation within the Offering Period, up to a maximum of ten
percent (10%) of such Base Salary. The deduction rate so authorized shall
continue in effect for the remainder of the Offering Period and each subsequent
Offering Period, except to the extent such rate is changed in accordance with
the following guidelines:
 
          (i) The Participant may, at any time during the Semi-Annual Period of
     Participation, reduce his/her rate of payroll deduction. Such reduction
     shall become effective as soon as possible after filing of the requisite
     reduction form with the Committee (or its designee), but the Participant
     may not effect more than one such reduction during the same Semi-Annual
     Period of Participation.
 
          (ii) The Participant may, prior to the commencement of any new
     Semi-Annual Period of Participation within the Offering Period or any new
     Offering Period, increase or decrease the rate of his/her payroll deduction
     by filing the appropriate form with the Committee (or its designee). The
     new rate (which shall not exceed the ten percent maximum) shall become
     effective as of the first date of the first Semi-Annual Period of
     Participation following the filing of such form.
 
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     Payroll deductions will automatically cease upon the termination of the
Participant's Option in accordance with the applicable provisions of Section 7
below.
 
     (d) In no event may any Participant's payroll deductions for any one
Semi-Annual Period of Participation exceed Seven Thousand Five Hundred Dollars
($7,500.00) (U.S. dollars).
 
     (e) At the time the Option is exercised, in whole or in part, or at the
time some or all of the Company's Common Stock issued under the Plan is disposed
of, the Participant must make adequate provision for the Company's federal,
state, or other tax withholding obligations, if any, which arise upon the
exercise of the Option or the disposition of the Common Stock. At any time, the
Company may, but will not be obligated to, withhold from the Participant's Base
Salary the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the employee.
 
     6.  Stock Subject to Plan.
 
     (a) The Common Stock purchasable by Participants under the Plan shall,
solely in the discretion of the Committee, be made available from either
authorized but unissued shares of Common Stock or from shares of Common Stock
reacquired by the Company, including shares of Common Stock purchased on the
open market. The total number of shares which may be issued under the Plan shall
not exceed 800,000 shares (subject to adjustment as provided herein).
 
     (b) In the event any change is made to the Company's outstanding Common
Stock by reason of any stock dividend, stock split, combination of shares or
other change affecting such outstanding Common Stock as a class without receipt
of consideration, then appropriate adjustments shall be made by the Committee to
(i) the class and maximum number of shares issuable over the term of the Plan,
(ii) the class and maximum number of shares purchasable per Participant during
each Semi-Annual Period of Participation, (iii) the class and maximum number of
shares purchasable in the aggregate by all Participants on any one purchase date
under the Plan and (iv) the class and number of shares and the price per share
of the Common Stock subject to each Option at the time outstanding under the
Plan. Such adjustments shall be designed to preclude the dilution or enlargement
of rights and benefits under the Plan.
 
     7.  Terms of Options.  An Eligible Employee who participates in the Plan
for a particular Offering Period shall have an Option to purchase shares of
Common Stock, in a series of successive semi-annual installments during such
Offering Period, upon the terms and conditions set forth below and shall execute
a purchase agreement embodying such terms and conditions and such other
provisions (not inconsistent with the Plan) as the Committee may deem advisable.
 
     (a) Exercise Price.  Options to purchase Common Stock shall be
automatically exercised at the end of each Semi-Annual Period of Participation
at a purchase price equal to eighty-five percent (85%) of the lower of (i) the
fair market value per share on the Participant's Entry Date into the Offering
Period or (ii) the fair market value per share on the Semi-Annual Exercise Date
on which such Semi-Annual Period of Participation ends. However, for each
Participant whose Entry Date is other than the Commencement Date of the Offering
Period in effect under the Plan, the clause (i) amount shall in no event be less
than the fair market value of the Common Stock on the Commencement Date of such
Offering Period.
 
     (b) Valuation.  For purposes of determining the fair market value per share
of Common Stock on any relevant date, the following procedures shall be in
effect:
 
          (i) For the Effective Time at which the initial Offering Period under
     the Plan commences, such fair market value shall be the price per share at
     which the Common Stock is sold under the underwriting agreement in
     connection with the initial public offering of the Common Stock.
 
          (ii) For any subsequent date under the Plan on which the Common Stock
     is registered under Section 12(g) of the Securities Exchange Act of 1934,
     then the fair market value shall be
 
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     the closing selling price on that date, as officially quoted on the
     principal exchange on which the Common Stock is then traded, or if not so
     traded, the closing selling price on that date on the NASDAQ National
     Market System. If there is no quoted selling price for such date, then the
     closing selling price on the next preceding day for which there does exist
     such a quotation shall be determinative of fair market value.
 
          (iii) If the Common Stock is not then traded on an exchange or on the
     NASDAQ National Market System, then the fair market value of the Common
     Stock on such date shall be determined by the Committee, after taking into
     account such factors as the Committee deems appropriate.
 
     (c) Number of Purchasable Shares.  The number of shares purchasable per
Participant for each Semi-Annual Period of Participation shall be the number of
whole shares obtained by dividing the amount collected from the Participant
through payroll deductions during such Semi-Annual Period of Participation by
the purchase price in effect for the Semi-Annual Exercise Date on which such
Semi-Annual Period of Participation ends. However, no Participant may, during
any one Semi-Annual Purchase Period, purchase more than 2,000 shares of Common
Stock, subject to periodic adjustment under Section 6(b).
 
     Under no circumstances shall an Option be granted under the Plan to any
Eligible Employee if such individual would, immediately after the grant, own
(within the meaning of Code Section 424(d)) or hold outstanding options or other
rights to purchase, stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Affiliates.
 
     (d) Payroll Deductions.  Payment for the Common Stock purchased under the
Plan shall be effected by means of the Participant's authorized payroll
deductions. Such deductions shall begin on the first payday coincident with or
immediately following the Participant's Entry Date into the Offering Period and
shall (unless sooner terminated by the Participant) continue through the payday
ending with or immediately prior to the last day of the Offering Period. The
amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account, except where otherwise required by local law. The
amounts collected from a Participant may be commingled with the general assets
of the Company and may be used for general corporate purposes, except where
otherwise required by local law.
 
     (e) Termination of Option.  The following provisions shall govern the
termination of outstanding Options:
 
          (i) A Participant may, at any time prior to the last five (5) business
     days of a Semi-Annual Period of Participation, terminate his/her
     outstanding Option under the Plan by filing the prescribed notification
     form with the Committee (or its designate). No further payroll deductions
     shall be collected from the Participant with respect to the terminated
     Option, and any payroll deductions collected for the Semi-Annual Period of
     Participation in which such termination occurs shall be promptly refunded.
 
          (ii) The termination of such Option shall be irrevocable, and the
     Participant may not subsequently rejoin the Offering Period for which such
     terminated Option was granted. In order to resume participation in any
     subsequent Offering Period, such individual must re-enroll in the Plan (by
     making a timely filing of a new purchase agreement and payroll deduction
     authorization) on or before the date he/she is first eligible to join the
     new Offering Period.
 
          (iii) If the Participant ceases to remain an Eligible Employee for any
     reason including without limitation death or disability, while his/her
     Option remains outstanding, then all of the Participant's payroll
     deductions shall be promptly refunded, without interest (except where
     otherwise required by law), to the Participant or, in the case of his or
     her death, as provided in Section 7(i).
 
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     In no event may any payroll deductions be made on the Participant's behalf
following his/her cessation of Eligible Employee status.
 
     (f) Exercise.  Options to purchase shares of Common Stock under the Plan
shall automatically be exercised on behalf of each Participant (other than
Participants whose payroll deductions have previously been refunded in
accordance with the Plan) on each Semi-Annual Exercise Date. The purchase shall
be effected by applying each Participant's payroll deductions for the
Semi-Annual Period of Participation ending on such Semi-Annual Exercise Date
(together with any carryover deductions from the preceding Semi-Annual Period of
Participation and accrued interest required by law) to the purchase of whole
shares of Common stock (subject to the limitation on the maximum number of
purchasable shares set forth herein) at the purchase price in effect for such
Semi-Annual Period of Participation. Any payroll deductions not applied to such
purchase because they are not sufficient to purchase a whole share shall be held
for the purchase of Common Stock in the next Semi-Annual Period of
Participation. However, any payroll deductions not applied to the purchase of
Common Stock by reason of the limitation on the maximum number of shares
purchasable by the Participant for that Semi-Annual Period of Participation
shall be promptly refunded to the Participant.
 
     (g) Proration of Purchase Rights.  Not more than 200,000 shares of Common
stock, subject to periodic adjustment under Section 6(b), may be purchased in
the aggregate by all Participants on any one Semi-Annual Exercise Date under the
Plan. Should the total number of shares of Common Stock which are to be
purchased pursuant to outstanding purchase rights on any particular date exceed
either (i) the maximum limitation on the number of shares purchasable in the
aggregate on such date or (ii) the number of shares then available for issuance
under the Plan, the Committee shall make a pro rata allocation of the available
shares on a uniform and nondiscriminatory basis, and the payroll deductions of
each Participant, to the extent in excess of the aggregate purchase price
payable for the Common Stock pro rated to such individual, shall be promptly
refunded to such Participant.
 
     (h) Rights as Stockholder.  A Participant shall have no stockholder rights
with respect to the shares subject to his/her outstanding Option until the
shares are actually purchased on the Participant's behalf in accordance with the
applicable provisions of the Plan. No adjustments shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
such purchase.
 
     A Participant shall be entitled to receive, as soon as practicable after
each Semi-Annual Exercise Date, a stock certificate for the number of shares
purchased on the Participant's behalf.
 
     (i) Designation of Beneficiary.
 
          (i) A Participant may file a written designation of a beneficiary who
     is to receive any shares and cash, if any, from the Participant's account
     under the Plan in the event of such Participant's death subsequent to a
     Semi-Annual Exercise Date on which the Option is exercised but prior to
     delivery to such Participant of such shares and cash. In addition, a
     Participant may file a written designation of a beneficiary who is to
     receive any cash from the Participant's account under the Plan in the event
     of such Participant's death prior to exercise of the Option.
 
          (ii) Such designation of beneficiary may be changed by the Participant
     at any time by written notice. In the event of the death of a Participant
     and in the absence of a beneficiary validly designated under the Plan who
     is living at the time of such Participant's death, the Company shall
     deliver such shares and/or cash to the executor or administrator of the
     estate of the Participant, or if no such executor or administrator has been
     appointed (to the knowledge of the Company), the Company, in its
     discretion, may deliver such shares and/or cash to the spouse or to any one
     or more dependents or relatives of the Participant, or if no spouse,
     dependent or relative is known to the Company, then to such other person as
     the Company may designate.
 
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     (j) Transferability.  Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an Option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will or the laws of descent and
distribution, or as provided in Section 7(i) hereof) by the Participant, and
during the Participant's lifetime the Option shall be exercisable only by the
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to terminate participation in an Offering Period in accordance
with Section 7(e).
 
     (k) Change in Ownership; Dissolution.  In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each Option under the Plan shall be
assumed or an equivalent Option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Committee determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, to shorten the Offering Period then in progress by
setting a new Semi-Annual Exercise Date (the "New Exercise Date"). If the
Committee shortens the Offering Period then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Committee shall
notify each participant in writing, at least thirty (30) days prior to the New
Exercise Date, that the Semi-Annual Exercise Date for his/her Option has been
changed to the New Exercise Date and that his/her Option will be exercised
automatically on the New Exercise Date, unless prior to such date he/she has
terminated his/her participation in the Offering Period as provided in Section
7(e). For purposes of this paragraph, an Option granted under the Plan shall be
deemed to be assumed if, following the sale of assets or merger, the Option
confers the right to purchase, for each share of Common Stock subject to the
Option immediately prior to the sale of assets or merger, the consideration
(whether stock, cash or other securities or property) received in the sale of
assets or merger by holders of Common Stock for each share of Common Stock held
on the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock); provided, however, that if
such consideration received in the sale of assets or merger was not solely
common stock of the successor corporation or its parent (as defined in Section
425(e) of the Code), the Committee may, with the consent of the successor
corporation and the Participant, provide for the consideration to be received
upon exercise of the Option to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the sale of assets or
merger.
 
     In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Committee.
 
     8.  Accrual Limitations.
 
     (a) No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any Option outstanding under this Plan if and to the extent
such accrual, when aggregated with (i) rights to purchase Common Stock accrued
under any other Option outstanding under this Plan and (ii) similar rights
accrued under other employee stock purchase plans (within the meaning of Section
423 of the Code) of the Company or its Affiliates, would otherwise permit such
Participant to purchase more than $25,000 (U.S. dollars) worth of stock of the
Company or any Affiliate (determined on the basis of the fair market value of
such stock on the date or dates such rights are granted to the Participant) for
each calendar year such rights are at any time outstanding.
 
     (b) For purposes of applying such accrual limitations, the right to acquire
Common Stock pursuant to each Option outstanding under the Plan shall accrue as
follows:
 
          (i) The right to acquire Common Stock under each such Option shall
     accrue in a series of successive semi-annual installments as and when the
     Option first becomes exercisable for
 
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     each semi-annual installment on the last business day of each Semi-Annual
     Period of Participation for which the Option remains outstanding.
 
          (ii) No right to acquire Common Stock under any outstanding Option
     shall accrue to the extent the Participant has already accrued in the same
     calendar year the right to acquire $25,000 (U.S. dollars) worth of Common
     Stock (determined on the basis of the fair market value on the date or
     dates of grant) pursuant to one or more rights held by the Participant
     during such calendar year.
 
          (iii) If by reason of such accrual limitations, any Option of a
     Participant does not accrue for a particular Semi-Annual Period of
     Participation, then the payroll deductions which the Participant made
     during the Semi-Annual Period of Participation with respect to such Option
     shall be promptly refunded.
 
     (c) In the event there is any conflict between the provisions of this
Section 8 and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Section 8 shall be controlling.
 
     9.  Amendment and Termination of Plan.
 
     (a) The Board may alter, amend, suspend or discontinue the Plan following
the close of any Semi-Annual Period of Participation. However, the Board may
not, without the approval of the Company's stockholders:
 
          (i) materially increase the number of shares issuable under the Plan
     or the maximum number of shares which may be purchased per Participant or
     in the aggregate during any one Semi-Annual Period of Participation under
     the Plan, except that the Committee shall have the authority, exercisable
     without such stockholder approval, to effect adjustments to the extent
     necessary to reflect changes in the Company's capital structure pursuant to
     the Plan;
 
          (ii) alter the exercise price formula so as to reduce the exercise
     price payable for the shares issuable under the Plan; or
 
          (iii) materially increase the benefits accruing to Participants under
     the Plan or materially modify the requirements for eligibility to
     participate in the Plan.
 
     (b) The Company shall have the right, exercisable in the sole discretion of
the Committee, to terminate all outstanding Options under the Plan immediately
following the close of any Semi-Annual Period of Participation. Should the
Company elect to exercise such right, then the Plan shall terminate in its
entirety. No further Options shall thereafter be granted or exercised, and no
further payroll deductions shall thereafter be collected, under the Plan.
 
     10.  General Provisions.
 
     (a) The Plan shall become effective at the Effective Time, provided that no
Options granted under the Plan shall be exercised, and no shares of Common Stock
shall be issued hereunder, until (i) the Plan shall have been approved by the
stockholders and (ii) the Company shall have complied with all applicable
requirements of the Securities Act of 1933 (as amended), all applicable listing
requirements of any securities exchange on which shares of the Common Stock are
listed and all other applicable requirements established by law or regulation.
In the event such stockholder approval is not obtained, or such Company
compliance is not effected, within twelve (12) months after the date on which
the Plan is adopted by the Board, the Plan shall terminate and have no further
force or effect and all payroll deductions collected hereunder shall be
refunded.
 
     (b) Unless otherwise terminated as provided in Section 9, the Plan shall
terminate upon the earlier of (i) December 31, 2003 or (ii) the date on which
all shares available for issuance under the Plan shall have been issued pursuant
to Options exercised under the Plan.
 
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     (c) All costs and expenses incurred in the administration of the Plan shall
be paid by the Company.
 
     (d) Neither the action of the Company in establishing the Plan, nor any
action taken under the Plan by the Board or the Committee, nor any provision of
the Plan itself shall be construed so as to create any right for the benefit of
any employee or class of employees to purchase any shares under the Plan, or to
create in any employee or class of employees any right with respect to
continuation of employment by the Company or any of its Affiliates, or to
interfere in any way with the Company's or any Affiliate's right to terminate,
or otherwise modify, an employee's employment at any time.
 
     (e) The provisions of the Plan shall be governed by the laws of the State
of Delaware without resort to that State's conflict-of-laws rules.
 
     (f) The Committee may adopt rules or procedures relating to the operation
and administration of the Plan in non-United States jurisdictions to accommodate
the specific requirements of local laws and procedures. Without limiting the
generality of the foregoing, the Committee is specifically authorized to adopt
rules and procedures regarding handling of payroll deductions, conversion of
local currency, withholding procedures and handling of stock certificates which
vary with local requirements.
 
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