Exhibit 10.8

            THE NASDAQ STOCK MARKET, INC. EQUITY INCENTIVE PLAN
                            (AS AMENDED 2/14/01)


SECTION 1.

PURPOSE. The purposes of The Nasdaq Stock Market, Inc. Equity Incentive
Plan (the "Plan") are to promote the interests of The Nasdaq Stock Market,
Inc. (the "Company") and its stockholders by (i) attracting and retaining
key employees, consultants and non-employee directors of the Company and
its Affiliates; (ii) motivating such individuals by means of
performance-related incentives to achieve long-range performance goals,
(iii) enabling such individuals to participate in the long-term growth and
financial success of the Company and (iv) linking compensation to the
long-term interests of stockholders. From and after the time the Company
becomes "publicly-held" within the meaning of Section 162(m) of the Code,
the Board may determine that the Plan is intended, to the extent
applicable, to satisfy the requirements of Section 162(m) and the Plan
shall be interpreted in a manner consistent with the requirements thereof.

SECTION 2.

DEFINITIONS.  As used in the Plan, the following terms shall have the
meanings set forth below:

(a) "Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company, (ii) any entity in which the Company has a
significant equity interest and (iii) an affiliate of the Company, as
defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act, in
each case as determined by the Committee.

(b) "Award" shall mean any Option, Restricted Stock, Restricted Stock Unit
or Other Stock-Based Award granted under the Plan.

(c) "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, in the discretion
of the Company, be transmitted electronically to any Participant, but need
not be executed or acknowledged by a Participant.

(d) "Board" shall mean the Board of Directors of the Company.

(e) "Cause" shall mean, unless otherwise defined in the applicable Award
Agreement or an employment agreement between the Participant and the
Company, (i) the engaging by the Participant in willful misconduct that is
injurious to the Company or its Affiliates, (ii) the embezzlement or
misappropriation of funds or property of the Company or its Affiliates by
the Participant, or the conviction of the Participant of a felony or the
entrance of a plea of guilty or nolo contendere by the Participant to a
felony, (iii) the willful failure or refusal by the Participant to
substantially perform his or her duties or responsibilities that continues
after being brought to the attention of the Participant (other than any
such failure resulting from the Participant's incapacity due to
Disability), or (iv) the violation by the Participant of any restrictive
covenants entered into between the Participant and the Company or the
Company's Guidelines for Appropriate Conduct as described in the Company's
Employee Handbook, or the Company's Code of Conduct. Any determination of
Cause shall be made by the Committee in its sole discretion. Any such
determination shall be final and binding on a Participant.

(f) "Change in Control" means the first to occur of any one of the events
set forth in the following paragraphs:

               (i) any "Person," as such term is used in Sections 13(d) and
        14(d) of the Exchange Act (other than (A) the Company, (B) any
        trustee or other fiduciary holding securities under an employee
        benefit plan of the Company, (C) any entity owned, directly or
        indirectly, by the stockholders of the Company in substantially the
        same proportions as their ownership of Shares, and (D) the National
        Association of Securities Dealers, Inc.), is or becomes the
        "beneficial owner" (as defined in Rule 13d-3 under the Exchange
        Act), directly or indirectly (not including any securities acquired
        directly (or through an underwriter) from the Company or its
        Affiliates), of 25% or more of the Company's then outstanding
        Shares;

               (ii) the following individuals cease for any reason to
        constitute a majority of the number of directors then serving on
        the Board: individuals who, on the effective date (as provided in
        Section 13(a) of the Plan), were members of the Board and any new
        director (other than a director whose initial assumption of office
        is in connection with an actual or threatened election contest,
        including but not limited to a consent solicitation, relating to
        the election of directors of the Company) whose appointment or
        election by the Board or nomination for election by the Company's
        stockholders was approved or recommended by a vote of at least
        two-thirds (2/3) of the directors then still in office who either
        were directors on the effective date of the Plan or whose
        appointment, election or nomination for election was previously so
        approved or recommended;

               (iii) there is consummated a merger or consolidation of the
        Company with any other corporation or the Company issues Shares in
        connection with a merger or consolidation of any direct or indirect
        subsidiary of the Company with any other corporation, other than
        (A) a merger or consolidation that would result in the Shares of
        the Company outstanding immediately prior thereto continuing to
        represent (either by remaining outstanding or by being converted
        into voting securities of the surviving or parent entity) more than
        50% of the Company's then outstanding Shares or 50% of the combined
        voting power of such surviving or parent entity outstanding
        immediately after such merger or consolidation or (B) a merger or
        consolidation effected to implement a recapitalization of the
        Company (or similar transaction) in which no "Person" (as defined
        below), directly or indirectly, acquired 25% or more of the
        Company's then outstanding Shares (not including any securities
        acquired directly (or through an underwriter) from the Company or
        its Affiliates); or

               (iv) the stockholders of the Company approve a plan of
        complete liquidation of the Company or there is consummated an
        agreement for the sale or disposition by the Company of all or
        substantially all of the Company's assets (or any transaction
        having a similar effect), other than a sale or disposition by the
        Company of all or substantially all of the Company's assets to an
        entity, at least 50% of the combined voting power of the voting
        securities of which are owned directly or indirectly by
        stockholders of the Company in substantially the same proportions
        as their ownership of the Company immediately prior to such sale.

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

(h) "Committee" shall mean a committee of the Board designated by the Board
to administer the Plan. From and after the time that the Shares are
registered pursuant to Section 12 under the Exchange Act, unless otherwise
determined by the Board, the Committee shall be composed of not less than
the minimum number of persons from time to time required by Section 16 and
Section 162(m), each of whom, to the extent necessary to comply with
Section 16 and Section 162(m) only, is a "Non-Employee Director" and an
"Outside Director" within the meaning of Section 16 and Section 162(m),
respectively.

(i) "Disability" shall mean, unless otherwise defined in the applicable
Award Agreement or an employment agreement between the Participant and the
Company, a disability that would qualify as such under the Company's then
current long-term disability plan.

(j) "Eligible Recipient" shall mean an officer, director, employee,
consultant or adviser of the Company or of any Affiliate.

(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

(l) "Fair Market Value" with respect to the Shares, as of any date, shall
mean the fair market value of a Share as determined by the Committee in its
sole discretion; provided that (i) if the Shares are admitted to trading on
a national securities exchange, fair market value shall be the closing sale
price at the regular trading session reported for such share on such
exchange on the last day preceding such date on which sale was reported or
(ii) if the Shares are admitted to trading on Nasdaq or other comparable
market system, fair market value shall be the closing sale price at the
regular trading session reported on such system on the last date preceding
such date on which a sale was reported.

(m) "Incentive Stock Option" shall mean an option to purchase Shares from
the Company that is granted under Section 6 of the Plan and that is
intended to meet the requirements of Section 422 of the Code or any
successor provision thereto.

(n) "Non-Qualified Stock Option" shall mean an option to purchase Shares
from the Company that is granted under Section 6 of the Plan and that is
not intended to be an Incentive Stock Option.

(o) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

(p) "Other Stock-Based Award" shall mean any award granted under Section 8
of the Plan.

(q) "Parent" shall have the meaning set forth in Section 424(e) of the
Code.

(r) "Participant" shall mean any Eligible Recipient who receives an Award
under the Plan.

(s) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization,
government or political subdivision thereof or other entity.

(t) "Restoration Option" shall mean a stock option granted pursuant to
Section 6(f).

(u) "Restricted Stock" shall mean any Share granted under Section 7 of the
Plan.

(v) "Restricted Stock Unit" shall mean any unit granted under Section 7 of
the plan.

(w) "Retirement" shall mean, unless otherwise defined in the applicable
Award Agreement or an employment agreement between the Participant and the
Company, retirement of a Participant from the employ or service of the
Company or any of its Affiliates in accordance with the terms of the
applicable Company retirement plan or, if a Participant is not covered by
any such plan, retirement on or after such date as the Participant has both
attained the age of 55 years and has 10 years of employment with the
Company.

(x) "SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.

(y) "Section 16" shall mean Section 16 of the Exchange Act and the rules
promulgated thereunder and any successor provision thereto as in effect
from time to time.

(z) "Section 162(m)" shall mean Section 162(m) of the Code and the rules
promulgated thereunder or any successor provision thereto as in effect from
time to time.

(aa) "Shares" shall mean shares of the common stock, $ .01 par value, of
the Company, or such other securities of the Company as may be designated
by the Committee from time to time.

(bb) "Subsidiary" shall have the meaning set forth in Section 424(f) of the
Code.

(cc) "Substitute Awards" shall mean Awards solely granted in assumption of,
or in substitution for, outstanding awards previously granted by a company
acquired by the Company or with which the Company combines.

SECTION 3.

ADMINISTRATION.

(a) Authority of Committee. The Plan shall be administered by the Committee
or, in the Board's sole discretion, by the Board. Subject to the terms of
the Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be
settled, or exercised in cash, Shares, other securities, other Awards or
other property, or canceled, forfeited, or suspended and the method or
methods by which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property,
and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (ix)
make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan.

(b) Committee Discretion Binding. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive, and binding upon all Persons, including any Eligible
Recipient, Participant or any holder or beneficiary of any Award.

(c) Delegation. Subject to the terms of the Plan and applicable law, the
Committee may delegate to one or more officers or managers of the Company
or any Affiliate, or to a committee of such officers or managers, the
authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify or waive rights with
respect to, or to alter, discontinue, suspend, or terminate Awards held by,
Participants who are not officers or directors of the Company for purposes
of Section 16 or who are otherwise not subject to Section 16.

(d) No Liability. No member of the Board or Committee shall be liable for
any action taken or determination made in good faith with respect to the
Plan or any Award granted hereunder.

SECTION 4.

SHARES AVAILABLE FOR AWARDS.

(a) Shares Available. Subject to adjustment as provided in Section 4(b),
the number of Shares with respect to which Awards may be granted under the
Plan shall be 20,000,000 and the number of Shares with respect to which
Awards (other than Options) may be granted under the Plan shall be
2,500,000. If, after the effective date of the Plan, any Shares covered by
an Award granted under the Plan, or to which such an Award relates, are
forfeited, or if such an Award is settled for cash or otherwise terminates
or is canceled without the delivery of Shares, then the Shares covered by
such Award, or to which such Award relates, or the number of Shares
otherwise counted against the aggregate number of Shares with respect to
which Awards may be granted, to the extent of any such settlement,
forfeiture, termination or cancellation, shall again become Shares with
respect to which Awards may be granted. In the event that any Option or
other Award granted hereunder is exercised through the delivery of Shares
or in the event that withholding tax liabilities arising from such Award
are satisfied by the withholding of Shares by the Company, the number of
Shares available for Awards under the Plan shall be increased by the number
of Shares so surrendered or withheld. Notwithstanding the foregoing and
subject to adjustment as provided in Section 4(b), from and after the date
that the Plan is intended to comply with the requirements of Section
162(m), no Participant may receive Awards under the Plan in any calendar
year that relate to more than 1,000,000 Shares, except during the first
year of the Plan, in which case no Participant may receive Awards that
relate to more than 2,000,000 Shares.

(b) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares 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 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 shall, in such manner as it may deem equitable:
(i) adjust any or all of (A) the number of Shares or other securities of
the Company (or number and kind of other securities or property) with
respect to which Awards may be granted, (B) the maximum number of Shares
subject to an Award granted to a Participant pursuant to Section 4(a), (C)
the number of Shares or other securities of the Company (or number and kind
of other securities or property) subject to outstanding Awards, and (D) the
grant or exercise price with respect to any Award; (ii) if deemed
appropriate, provide for an equivalent award in respect of securities of
the surviving entity of any merger, consolidation or other transaction or
event having a similar effect; or (iii) if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award;
provided, in each case, that, unless otherwise determined by the Committee,
(A) with respect to Awards of Incentive Stock Options no such adjustment
shall be authorized to the extent that such authority would cause the Plan
to violate Section 422(b)(1) of the Code, as from time to time amended, and
(B) with respect to any Award no such adjustment shall be authorized to the
extent that such authority would be inconsistent with the Plan's meeting
the requirements of Section 162(m).

(c) Substitute Awards. Any Shares underlying Substitute Awards shall not be
counted against the Shares available for Awards under the Plan.

(d) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

SECTION 5.

ELIGIBILITY.  Any Eligible Recipient shall be eligible to be designated a
Participant.

SECTION 6.

STOCK OPTIONS.

(a) Grant. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Participants to whom Options
shall be granted, the number of Shares to be covered by each Option, the
option price and the conditions and limitations applicable to the exercise
of the Option. The Committee shall have the authority to grant Incentive
Stock Options, or to grant Non-Qualified Stock Options, or to grant both
types of options; provided that only employees of the Company or any Parent
or Subsidiary may be granted Incentive Stock Options. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422
of the Code, as from time to time amended, and any regulations implementing
such statute.

(b) Exercise Price. The Committee in its sole discretion shall establish
the exercise price at the time each Option is granted. Except in the case
of Substitute Awards, the exercise price of an Option may not be less than
the Fair Market Value on the date of grant of such Option.

(c) Exercise. Each Option shall be exercisable at such times and subject to
such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award Agreement or thereafter. The Committee may
impose such conditions with respect to the exercise of options, including
without limitation, any relating to the application of federal, state or
foreign securities laws or the Code, as it may deem necessary or advisable;
provided that (to the extent required at the time of grant by California
"blue sky" laws), Options granted to individuals other than officers,
directors or consultants of the Company shall be exercisable at the rate of
at least 20% per year over five years from the date of grant.
Notwithstanding the foregoing, an Option shall not be exercisable after the
expiration of 10 years from the date such Option was granted.

(d) Early Exercise. The Committee may provide at the time of grant or any
time thereafter, in its sole discretion, that any Option shall be
exercisable that otherwise would not then be exercisable, provided that, in
connection with such exercise, the Participant enters into a form of
Restricted Stock Award Agreement approved by the Committee.

(e) Payment. No Shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price is received by the
Company. Such payment may be made in cash, or its equivalent, or by
exchanging Shares owned by the Participant for at least six months (which
are not the subject of any pledge or other security interest), or through
any broker's cashless exercise procedure approved by the Committee, or by a
combination of the foregoing, provided that the combined value of all cash
and cash equivalents and the Fair Market Value of any such Shares so
tendered to the Company as of the date of such tender is at least equal to
such option price.

(f) Restoration Options. In the event that any Participant delivers Shares
in payment of the exercise price of any Option granted hereunder in
accordance with paragraph (e) above, the Committee shall have the authority
to grant or provide for the automatic grant of a Restoration Option to such
Participant. A Restoration Option shall entitle the Participant to purchase
a number of Shares equal to the number of Shares delivered upon exercise of
the original Option and, in the discretion of the Committee, the number of
shares, if any, tendered to the Company to satisfy any withholding tax
liability arising in connection with the exercise of the original Option. A
Restoration Option shall have a per share exercise price of not less than
100% of the Fair Market Value of a Share on the date of grant of such
Restoration Option, a term not longer than the remaining term of the
original Option at the time of exercise thereof, and such other terms and
conditions (including provisions relating to forfeiture of such Restoration
Options in the event that specified share ownership is not maintained) as
the Committee in its sole discretion shall determine.

SECTION 7.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

(a) Grant. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Participants to whom Shares of
Restricted Stock and Restricted Stock Units shall be granted, the number of
Shares of Restricted Stock and/or the number of Restricted Stock Units to
be granted to each Participant, the duration of the period during which,
and the conditions under which, the Restricted Stock and Restricted Stock
Units may be forfeited to the Company, and the other terms and conditions
of such Awards. Notwithstanding the foregoing (to the extent required at
the time of grant by California "blue sky" laws), the purchase price per
share of Restricted Stock, if any, shall not be less than 85% of the Fair
Market Value per Share (100% in the case of 10% stockholders) on such date
or at the time the purchase is consummated.

(b) Transfer Restrictions. Shares of Restricted Stock and Restricted Stock
Units may not be sold, assigned, transferred, pledged or otherwise
encumbered, except, in the case of Restricted Stock, as provided in the
Plan or the applicable Award Agreements. Certificates issued in respect of
Shares of Restricted Stock shall be registered in the name of the
Participant and deposited by such Participant, together with a stock power
endorsed in blank, with the Company. Upon the lapse of the restrictions
applicable to such Shares of Restricted Stock, the Company shall deliver
such certificates to the Participant or the Participant's legal
representative.

(c) Payment. Each Restricted Stock Unit shall have a value equal to the
Fair Market Value of a Share. Restricted Stock Units shall be paid in cash,
Shares, other securities or other property, as determined in the sole
discretion of the Committee, upon the lapse of the restrictions applicable
thereto, or otherwise in accordance with the applicable Award Agreement.

(d) Dividends and Distributions. Dividends and other distributions paid on
or in respect of Restricted Stock or Restricted Stock Units may be paid
directly to the Participant, or may be reinvested in additional Shares of
Restricted Stock or in additional Restricted Stock Units, as determined by
the Committee in its sole discretion.

SECTION 8.

OTHER STOCK-BASED AWARDS. The Committee shall have authority to grant to
Participants an Other Stock-Based Award, which shall consist of any right
that is (i) not an Award described in Sections 6 or 7 above and (ii) an
Award of Shares or an Award 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
deemed by the Committee to be consistent with the purposes of the Plan.
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of any such Other
Stock-Based Award.

SECTION 9.

TERMINATION OF EMPLOYMENT/SERVICE. The Committee shall have the full power
and authority to determine the terms and conditions that shall apply to any
Award upon a termination of employment/service, including a termination by
the Company without Cause, by a Participant voluntarily, or by reason of
death, Disability or Retirement. In addition, prior to the termination of
all transfer restrictions applicable to the Shares described in the Private
Placement Memorandum dated March 10, 2000, upon a termination of
employment/service the Company shall have a repurchase right with respect
to any Shares acquired upon exercise or settlement of an Award equal to the
Fair Market Value on the date of repurchase.

SECTION 10.

CHANGE IN CONTROL. Upon a Change in Control occurring, all Awards of
Options or Restricted Stock that would otherwise have become vested in the
one-year period following the Change in Control had the Participant
remained employed during that one year period shall vest immediately, and
in the case of such vested Awards that are Options, become exercisable in
accordance with their terms. In the event that the employment of the
Participant is terminated by the Company other than for Cause within the
one year period following the Change in Control, or in such other
circumstances as provided in the Award, all other remaining Awards of
Options or Restricted Stock, as the case may be, shall vest immediately
upon such a termination and, in the case of such vested Awards that are
Options, become immediately exercisable in accordance with their terms.

SECTION 11.

AMENDMENT AND TERMINATION.

(a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time;
provided that no such amendment, alteration, suspension, discontinuation or
termination shall be made without requisite stockholder approval if such
approval is necessary to comply with any tax or regulatory requirement for
which or with which the Board deems it necessary or desirable to comply. In
addition, the Committee may amend the Plan or any portion thereof at any
time to (i) cure any ambiguity or to correct or supplement any provision of
the Plan which may be defective or inconsistent with any other provision of
the Plan or (ii) make any other provisions in regard to matters or
questions arising under the Plan which the Committee may deem necessary or
desirable and which, in the judgment of the Committee, is not material;
provided that no such amendment shall be made without requisite stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement for which or with which the Board or the Committee deems it
necessary or desirable to comply.

(b) Amendments to Awards. The Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, any Award theretofore granted, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would adversely affect the
rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the
consent of the affected Participant, holder, or beneficiary; and provided
further that the Committee shall not have the power to amend the terms of
previously granted Awards to reduce, or cancel such Awards and grant
substitute Awards which would have the effect of reducing the exercise
price except pursuant to paragraph (c) below.

(c) Adjustment of Awards upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4(b) hereof) affecting the
Company, any Affiliate, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided
that, unless otherwise determined by the Committee, no such adjustment
shall be authorized to the extent that such authority would be inconsistent
with the Plan's meeting the requirements of Section 162(m) to the extent
Section 162(m) applies to an Award.

SECTION 12.

GENERAL PROVISIONS.

(a) Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award may provide the Participant with dividends or dividend
equivalents, payable in cash, Shares, other securities or other property on
a current or deferred basis.

(b) Transferability. Except as provided below, no Award shall be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered
by a Participant, except by will or the laws of descent and distribution.
Notwithstanding the foregoing, a Participant may transfer any vested Award,
other than an Incentive Stock Option, to members of his or her immediate
family (defined as his or her spouse, children or grandchildren) or to one
or more trusts for the exclusive benefit of such immediate family members
or partnerships in which such immediate family members are the only
partners if the Award Agreement so provides, the transfer is approved by
the Committee and the Participant does not receive any consideration for
the transfer. Any such transferred Award shall continue to be subject to
the same terms and conditions that were applicable to such Award
immediately prior to its transfer (except that such transferred Award shall
not be further transferable by the transferee).

(c) No Rights to Awards. No Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Employees,
Non-Employee Directors, consultants, Participants, or holders or
beneficiaries of Awards. The terms and conditions of Awards need not be the
same with respect to each recipient.

(d) Share Certificates. All certificates for Shares or other securities of
the Company or any Affiliate delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or
the rules, regulations, and other requirements of the SEC, any stock
exchange or interdealer market system upon which such Shares or other
securities are then listed, and any applicable federal or state laws, and
the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

(e) Stockholders Agreement. The Committee may require that a Participant,
as a condition of the grant or exercise of an Award, execute a stockholders
agreement containing terms and conditions generally applicable to some or
all of the stockholders of the Company.

(f) Withholding. A participant may be required to pay to the Company or any
Affiliate and the Company or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment due or
transfer made under any Award or under the Plan or from any compensation or
other amount owing to a Participant the amount (in cash, Shares, other
securities, other Awards or other property) of any applicable withholding
or other taxes in respect of an Award, its exercise, or any payment or
transfer under an Award or under the Plan and to take such other action as
may be necessary in the opinion of the Company to satisfy all obligations
for the payment of such taxes. The Committee may provide in an Award
Agreement that a Participant can satisfy the foregoing requirement by
electing to have the Company withhold Shares having a Fair Market Value
equal to the minimum amount of tax required to be withheld.

(g) Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement that shall be delivered to the Participant and shall specify the
terms and conditions of the Award and any rules applicable thereto. In the
event of a conflict between the terms of the Plan and any Award Agreement,
the terms of the Award Agreement shall prevail.

(h) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing
in effect other compensation arrangements, which may, but need not, provide
for the grant of options, restricted stock, Shares and other types of
Awards provided for hereunder (subject to stockholder approval if such
approval is required), and such arrangements may be either generally
applicable or applicable only in specific cases.

(i) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company
or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.

(j) No Rights as Stockholder. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be distributed under
the Plan until he or she has become the holder of such Shares.
Notwithstanding the foregoing, in connection with each grant of Restricted
Stock hereunder, the applicable Award shall specify if and to what extent
the Participant shall not be entitled to the rights of a stockholder in
respect of such Restricted Stock.

(k) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware
without giving effect to the conflict of law principles thereof.

(l) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction
or as to any Person or Award, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it
cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person or Award and
the remainder of the Plan and any such Award shall remain in full force and
effect.

(m) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and
any payment tendered to the Company by a Participant, other holder or
beneficiary in connection with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder, or beneficiary. Without
limiting the generality of the foregoing, no Award granted hereunder shall
be construed as an offer to sell securities of the Company, and no such
offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the U.S. federal or non-U.S.
securities laws and any other laws to which such offer, if made, would be
subject.

(n) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a
Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured
general creditor of the Company or any Affiliate.

(o) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.

(p) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

(q) Information Provided to Participants. The Company shall provide
financial statements to Participants at least annually and such other
information as may be required by law.

SECTION 13.

TERM OF THE PLAN.

(a) Effective Date. The Plan shall be effective as of December 5, 2000.

(b) Expiration Date. No new Awards shall be granted under the Plan after
the tenth anniversary of the Effective Date. Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award granted
hereunder may, and the authority of the Board or the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under any such Award shall, continue after
the authority for grant of new Awards hereunder has been exhausted.