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                                                                    EXHIBIT 10.4

                                FAIRMARKET, INC.

                      2000 STOCK OPTION AND INCENTIVE PLAN


SECTION 1. GENERAL PURPOSE OF THIS PLAN; DEFINITIONS

         The name of this plan is the FairMarket, Inc. 2000 Stock Option and
Incentive Plan (the "Plan"). The purpose of this Plan is to encourage and enable
the officers, employees, Independent Directors and other key persons (including
consultants) of FairMarket, Inc. (the "Company") and its Subsidiaries upon whose
judgment, initiative and efforts the Company largely depends for the successful
conduct of its business to acquire a proprietary interest in the Company. It is
anticipated that providing such persons with a direct stake in the Company's
welfare will assure a closer identification of their interests with those of the
Company, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth below:

         "Act" means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.

         "Administrator" is defined in Section 2(a).

         "Award" or "Awards," except where referring to a particular category of
grant under this Plan, shall include Incentive Stock Options, Non-Qualified
Stock Options, Deferred Stock Awards, Restricted Stock Awards, Unrestricted
Stock Awards, Performance Share Awards and Dividend Equivalent Rights.

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

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Committee" means the Committee of the Board referred to in
Section 2(a).

         "Covered Employee" means an employee who is a "Covered Employee" within
the meaning of Section 162(m) of the Code.

         "Deferred Stock Award" means Awards granted pursuant to Section 7.

         "Dividend Equivalent Right" means Awards granted pursuant to
Section 11.



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         "Effective Date" means the date on which this Plan is approved by
stockholders as set forth in Section 17.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

         "Fair Market Value" of the Stock on any given date means the fair
market value of the Stock determined in good faith by the Administrator;
provided, however, that if the Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), the
Nasdaq National Market or a national securities exchange, the determination
shall be made by reference to market quotations. If there are no market
quotations for such date, the determination shall be made by reference to the
last date preceding such date for which there are market quotations. If the date
for which Fair Market Value is determined is the first day when trading prices
for the Stock are reported on NASDAQ, the Nasdaq National Market or on a
national securities exchange, the Fair Market Value shall be the "Price to the
Public" (or equivalent) set forth on the cover page for the final prospectus
relating to the Company's Initial Public Offering.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Independent Director" means a member of the Board who is a
"non-employee director" as defined in Rule 16b-3(i) of the Exchange Act and an
"outside director" as defined in Section 162(m) of the Code and who is not an
employee of the Company or any Subsidiary.

         "Initial Public Offering" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act, other than on Forms S-4 or S-8 or their
then equivalents, covering the offer and sale by the Company of its equity
securities, or such other event as a result of or following which the Stock
shall be publicly held.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "Performance Share Award" means Awards granted pursuant to Section 9.

         "Performance Cycle" means one or more periods of time, which may be of
varying and overlapping durations, as the Administrator may select, over which
the attainment of one or more performance criteria will be measured for the
purpose of determining a grantee's right to and the payment of a Performance
Share Award, Restricted Stock Award or Deferred Stock Award.


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         "Restricted Stock Award" means Awards granted pursuant to Section 6.

         "Stock" means the Common Stock, par value $.001 per share, of the
Company, subject to adjustments pursuant to Section 3.

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50 percent or more of the economic interest or the total combined
voting power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

         "Unrestricted Stock Award" means any Award granted pursuant to
Section 8.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES
           AND DETERMINE AWARDS

         (a) COMMITTEE. This Plan shall be administered by either the Board or a
committee of not less than two Independent Directors (in either case, the
"Administrator").

         (b) POWERS OF ADMINISTRATOR. The Administrator shall have the power and
authority to grant Awards consistent with the terms of this Plan, including the
power and authority:

             (i) to select the individuals to whom Awards may from time to time
         be granted;

             (ii) to determine the time or times of grant, and the extent, if
         any, of Incentive Stock Options, Non-Qualified Stock Options,
         Restricted Stock Awards, Deferred Stock Awards, Unrestricted Stock
         Awards, Performance Share Awards and Dividend Equivalent Rights, or any
         combination of the foregoing, granted to any one or more grantees;

             (iii) to determine the number of shares of Stock to be covered by
         any Award;

             (iv) to determine and modify from time to time the terms and
         conditions, including restrictions, not inconsistent with the terms of
         this Plan, of any Award, which terms and conditions may differ among
         individual Awards and grantees, and to approve the form of written
         instruments evidencing the Awards;

             (v) to accelerate at any time the exercisability or vesting of all
         or any portion of any Award;

             (vi) subject to the provisions of Section 5(a)(ii), to extend at
         any time the period in which Stock Options may be exercised;

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             (vii) to determine at any time whether, to what extent, and under
         what circumstances distribution or the receipt of Stock and other
         amounts payable with respect to an Award shall be deferred either
         automatically or at the election of the grantee and whether and to what
         extent the Company shall pay or credit amounts constituting interest
         (at rates determined by the Administrator) or dividends or deemed
         dividends on such deferrals; and

             (viii) at any time to adopt, alter and repeal such rules,
         guidelines and practices for administration of this Plan and for its
         own acts and proceedings as it shall deem advisable; to interpret the
         terms and provisions of this Plan and any Award (including related
         written instruments); to make all determinations it deems advisable for
         the administration of this Plan; to decide all disputes arising in
         connection with this Plan; and to otherwise supervise the
         administration of this Plan.

         All decisions and interpretations of the Administrator shall be binding
on all persons, including the Company and Plan grantees.

         (c) DELEGATION OF AUTHORITY TO GRANT AWARDS. The Administrator, in its
discretion, may delegate to the Chief Executive Officer of the Company all or
part of the Administrator's authority and duties with respect to the granting of
Awards at Fair Market Value, to individuals who are not subject to the reporting
and other provisions of Section 16 of the Exchange Act or "covered employees"
within the meaning of Section 162(m) of the Code. The Chief Executive Officer
shall be deemed a one-person committee of the Board. Any such delegation by the
Administrator shall include a limitation as to the amount of Awards that may be
granted during the period of the delegation and shall contain guidelines as to
the determination of the exercise price of any Stock Option, the conversion
ratio or price of other Awards and the vesting criteria. The Administrator may
revoke or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Administrator's delegate or delegates that
were consistent with the terms of this Plan.

         (d) INDEMNIFICATION. Neither the Board nor the Committee, nor any
member of either or any delegatee thereof, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in
connection with this Plan, and the members of the Board and the Committee (and
any delegatee thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, reasonable attorneys' fees) arising or resulting
therefrom to the fullest extent permitted by law and/or under any directors' and
officers' liability insurance coverage which may be in effect from time to time.

SECTION 3. STOCK ISSUABLE UNDER THIS PLAN; MERGERS; SUBSTITUTION

         (a) STOCK ISSUABLE. The maximum number of shares of Stock reserved and
available for issuance under this Plan shall be 4,017,250 shares, subject to
adjustment as provided in Section 3(b). For purposes of this limitation, the
shares of Stock underlying any Awards under

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this Plan, the Company's Amended and Restated 1997 Stock Option Plan and
the Company's 1999 Stock Option Plan which are forfeited, canceled,
reacquired by the Company, satisfied without the issuance of Stock or otherwise
terminated (other than by exercise) shall be added back to the shares of Stock
available for issuance under this Plan. Subject to such overall limitation,
shares of Stock may be issued up to such maximum number pursuant to any type or
types of Award; provided, however, that Stock Options with respect to no more
than 1,005,000 shares of Stock may be granted to any one individual grantee
during any one calendar year period. The shares available for issuance under
this Plan may be authorized but unissued shares of Stock or shares of Stock
reacquired by the Company and held in its treasury.

         (b) CHANGES IN STOCK. Subject to Section 3(c) hereof, if, as a result
of any reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar change in the Company's capital
stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, or, if, as a result of any merger or
consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for a different
number or kind of securities of the Company or any successor entity (or a parent
or subsidiary thereof), the Administrator shall make an appropriate or
proportionate adjustment in (i) the maximum number of shares reserved for
issuance under this Plan, (ii) the number of Stock Options that can be granted
to any one individual grantee and the maximum number of shares that may be
granted under a Performance-based Award, (iii) the number and kind of shares or
other securities subject to any then outstanding Awards under this Plan, (iv)
the repurchase price per share subject to each outstanding Restricted Stock
Award, and (v) the price for each share subject to any then outstanding Stock
Options under this Plan, without changing the aggregate exercise price (i.e.,
the exercise price multiplied by the number of Stock Options) as to which such
Stock Options remain exercisable. The adjustment by the Administrator shall be
final, binding and conclusive. No fractional shares of Stock shall be issued
under this Plan resulting from any such adjustment, but the Administrator in its
discretion may make a cash payment in lieu of fractional shares.

         The Administrator may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Administrator that such adjustment is
appropriate to avoid distortion in the operation of this Plan, provided that no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the grantee, if it would constitute a modification, extension or
renewal of the Option within the meaning of Section 424(h) of the Code.

         (c) MERGERS AND OTHER TRANSACTIONS. (i) In the case of and subject to
the consummation of any of the following (each a "Sale Event"):

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             (A) the dissolution or liquidation of the Company;

             (B) the sale of all or substantially all of the assets of the
         Company on a consolidated basis to an unrelated person or entity;

             (C) a merger, reorganization or consolidation in which the
         outstanding shares of Stock are converted into or exchanged for a
         different kind of securities of the successor entity and the holders of
         the Company's outstanding voting power immediately prior to such
         transaction do not own a majority of the outstanding voting power of
         the successor entity immediately upon completion of such transaction;
         or

             (D) the sale of all of the Stock of the Company to an unrelated
         person or entity;


             then upon the effective time of the Sale Event, this Plan and all
             outstanding Awards granted hereunder shall terminate, as more
             particularly described, and with the effect provided in, Section
             3(c)(iii), unless provision is made in connection with such Sale
             Event in the sole discretion of the parties to such Sale Event for
             the assumption or continuation of Awards theretofore granted, or
             the substitution for such Awards with new Awards of the successor
             entity to the Company in such Sale Event or any parent or
             subsidiary thereof (or its successor) (each, a "Successor Entity"),
             with such adjustment as to the number and kind of shares and the
             per share exercise prices as the parties to such Sale Event shall
             agree.

                 (ii) If the parties to such Sale Event shall agree to assume or
             continue the Awards pursuant to Section 3(c)(i), then the vesting
             of Awards shall accelerate (A) by one year if the grantee continues
             to be employed by a Successor Entity (or its successor) on the
             anniversary date of the closing of the Sale Event, effective as of
             the date of such anniversary, or (B) by two years less the amount
             of time the grantee has been employed by a Successor Entity if the
             grantee's employment with the Company and its subsidiaries or the
             Successor Entity is terminated by the Company or its Subsidiaries
             or the Successor Entity without Cause (as defined below) or by the
             grantee for Good Reason (as defined below), effective as of the
             date of such termination of employment, subject, however, to the
             provisions of Section 3(c)(iv).

         As used above:

             (x)  "Cause" means a vote of the Board of Directors of the Company
                  or the Successor Entity, as the case may be, resolving that
                  the grantee should be dismissed as a result of: (I) any
                  material breach by the grantee of any employment agreement
                  between the grantee and the Company or the Successor Entity,
                  as the case may be; (II) the conviction of or plea of nolo
                  contendere by the grantee to a felony or any crime involving
                  moral turpitude; or (III) any material misconduct or willful
                  and deliberate non-performance (other than by reason of
                  disability) by the grantee of the grantee's duties to the
                  Company or its Subsidiaries or Successor Entity, as the case
                  may be.

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             (y)  "Good Reason" means the occurrence of any of the following
                  events: (I) a substantial adverse change or diminution in the
                  nature or scope of the grantee's responsibilities,
                  authorities, title, powers, functions or duties; (II) a
                  reduction in the grantee's annual base salary except for an
                  across-the-board salary reduction similarly affecting all or
                  substantially all employees, or any material failure of the
                  Company or any Successor Entity to provide the grantee with
                  such other employee benefits to which the grantee was entitled
                  immediately prior to the Sale Event, except for an
                  across-the-board change in benefits affecting all or
                  substantially all employees; or (III) the relocation of the
                  offices at which the grantee is principally employed to a
                  location more than 50 miles from such offices.

              (iii) If no provision is made for the assumption or continuation
         of outstanding Awards in connection with a Sale Event, then all
         outstanding Awards shall become fully vested and exercisable
         immediately prior to the closing of the Sale Event and shall terminate
         upon the closing of the Sale Event. In the event of such termination,
         each grantee shall be permitted, within a specified period of time
         prior to the consummation of the Sale Event as determined by the
         Administrator, to exercise all outstanding Awards held by such grantee,
         including those that will become exercisable upon the consummation of
         the Sale Event; provided, however, that the exercise of Awards not
         exercisable prior to the Sale Event shall be subject to the
         consummation of the Sale Event.

              (iv) Notwithstanding the foregoing, if the Company receives
         written advice from its independent public accountants in connection
         with any Sale Event to the effect that vesting of any Award under the
         circumstances contemplated by Section 3(c)(ii) would preclude or
         otherwise adversely affect the ability of the Company or any other
         party to such Sale Event to account for the same as a "pooling of
         interests" within the meaning of APB No. 16 (or any successor
         provision), which Sale Event would otherwise qualify for such
         accounting treatment, then vesting of such Awards shall not accelerate
         as contemplated by Section 3(c)(ii).

         (d) SUBSTITUTE AWARDS. The Administrator may grant Awards under this
Plan in substitution for stock and stock based awards held by employees,
directors or other key persons of another corporation in connection with the
merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Administrator may direct that the
substitute awards be granted on such terms and conditions as the Administrator


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considers appropriate in the circumstances. Any substitute Awards granted under
this Plan shall not count against the first share limitation set forth in
Section 3(a).

SECTION 4. ELIGIBILITY

         Grantees under this Plan will be such full or part-time officers and
other employees, Independent Directors and key persons (including consultants
and prospective employees) of the Company and its Subsidiaries as are selected
from time to time by the Administrator in its sole discretion.

SECTION 5. STOCK OPTIONS

         Any Stock Option granted under this Plan shall be in such form as the
Administrator may from time to time approve.

         Stock Options granted under this Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary that is a "subsidiary
corporation" within the meaning of Section 424(f) of the Code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be
deemed a Non-Qualified Stock Option.

         No Incentive Stock Option shall be granted under this Plan after
February 8, 2010.

         (a) STOCK OPTIONS GRANTED TO EMPLOYEES AND KEY PERSONS. The
Administrator in its discretion may grant Stock Options to eligible employees
and key persons of the Company or any Subsidiary. Stock Options granted pursuant
to this Section 5(a) shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Administrator shall deem desirable. If the
Administrator so determines, Stock Options may be granted in lieu of cash
compensation at the optionee's election, subject to such terms and conditions as
the Administrator may establish.

             (i) EXERCISE PRICE. The exercise price per share for the Stock
         covered by a Stock Option granted pursuant to this Section 5(a) shall
         be determined by the Administrator at the time of grant but shall not
         be less than 100 percent of the Fair Market Value on the date of grant
         in the case of Incentive Stock Options, or 85 percent of the Fair
         Market Value on the date of grant, in the case of Non-Qualified Stock
         Options (other than options granted in lieu of cash compensation). If
         an employee owns or is deemed to own (by reason of the attribution
         rules of Section 424(d) of the Code) more than 10 percent of the
         combined voting power of all classes of stock of the Company or any
         parent or subsidiary corporation and an Incentive Stock Option is
         granted to such employee, the option price of such Incentive Stock
         Option shall be not less than 110 percent of the Fair Market Value on
         the grant date.

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             (ii) OPTION TERM. The term of each Stock Option shall be fixed by
         the Administrator, but no Stock Option shall be exercisable more than
         10 years after the date the Stock Option is granted. If an employee
         owns or is deemed to own (by reason of the attribution rules of Section
         424(d) of the Code) more than 10 percent of the combined voting power
         of all classes of stock of the Company or any parent or subsidiary
         corporation and an Incentive Stock Option is granted to such employee,
         the term of such Stock Option shall be no more than five years from the
         date of grant.

             (iii) EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Subject to the
         provisions of Section 3(c), Stock Options shall become exercisable at
         such time or times, whether or not in installments, as shall be
         determined by the Administrator at or after the grant date. The
         Administrator may at any time accelerate the exercisability of all or
         any portion of any Stock Option. An optionee shall have the rights of a
         stockholder only as to shares acquired upon the exercise of a Stock
         Option and not as to unexercised Stock Options.

             (iv) METHOD OF EXERCISE. Stock Options may be exercised in whole or
         in part, by giving written notice of exercise to the Company,
         specifying the number of shares to be purchased. Payment of the
         purchase price may be made by one or more of the following methods to
         the extent provided in the Option Award agreement:

                  (A) In cash, by certified or bank check or other instrument
             acceptable to the Administrator;

                  (B) Through the delivery (or attestation to the ownership) of
             shares of Stock that have been purchased by the optionee on the
             open market or that have been beneficially owned by the optionee
             for at least six months and are not then subject to restrictions
             under any Company plan. Such surrendered shares shall be valued at
             Fair Market Value on the exercise date;

                  (C) By the optionee delivering to the Company a properly
             executed exercise notice together with irrevocable instructions to
             a broker to promptly deliver to the Company cash or a check payable
             and acceptable to the Company for the purchase price; provided that
             in the event the optionee chooses to pay the purchase price as so
             provided, the optionee and the broker shall comply with such
             procedures and enter into such agreements of indemnity and other
             agreements as the Administrator shall prescribe as a condition of
             such payment procedure; or

                  (D) By the optionee delivering to the Company a promissory
             note if the Board has expressly authorized the loan of funds to the
             optionee for the purpose of enabling or assisting the optionee to
             effect the exercise of the optionee's Stock Option; provided that
             at least so much of the exercise price as


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             represents the par value of the Stock shall be paid other than with
             a promissory note if otherwise required by state law.

         Payment instruments will be received subject to collection. The
         delivery of certificates representing the shares of Stock to be
         purchased pursuant to the exercise of a Stock Option will be contingent
         upon receipt from the optionee (or a purchaser acting in his or her
         stead in accordance with the provisions of the Stock Option) by the
         Company of the full purchase price for such shares and the fulfillment
         of any other requirements contained in the Option Award agreement or
         applicable provisions of laws. In the event an optionee chooses to pay
         the purchase price by previously-owned shares of Stock through the
         attestation method, the number of shares of Stock transferred to the
         optionee upon the exercise of the Stock Option shall be net of the
         number of shares attested to.

             (v) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent required
         for "incentive stock option" treatment under Section 422 of the Code,
         the aggregate Fair Market Value (determined as of the time of grant) of
         the shares of Stock with respect to which Incentive Stock Options
         granted under this Plan and any other plan of the Company or its parent
         and subsidiary corporations become exercisable for the first time by an
         optionee during any calendar year shall not exceed $100,000. To the
         extent that any Stock Option exceeds this limit, it shall constitute a
         Non-Qualified Stock Option.

         (b) RELOAD OPTIONS. At the discretion of the Administrator, Options
granted under this Plan may include a "reload" feature pursuant to which an
optionee exercising an option by the delivery of a number of shares of Stock in
accordance with Section 5(a)(iv)(B) hereof would automatically be granted an
additional Option (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional Option is granted and with such other terms as
the Administrator may provide) to purchase that number of shares of Stock equal
to the sum of (i) the number delivered to exercise the original Option and (ii)
the number withheld to satisfy tax liabilities, with an Option term equal to the
remainder of the original Option term unless the Administrator otherwise
determines in the Award agreement for the original Option grant.

         (c) STOCK OPTIONS GRANTED TO INDEPENDENT DIRECTORS.

             (i) GRANT OF OPTIONS TO INDEPENDENT DIRECTORS. The Administrator,
         in its discretion, may grant Non-Qualified Stock Options to Independent
         Directors. Any such grant may vary among individual Independent
         Directors. The exercise price per share for the Stock covered by a
         Stock Option granted under this Section 5(c) shall be equal to the Fair
         Market Value of the Stock on the date the Stock Option is granted.

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             (ii) EXERCISE; TERMINATION.

                  (A) An Option granted under this Section 5(c) shall be
             exercisable as determined by the Administrator. An Option issued
             under this Section 5(c) shall not be exercisable after the
             expiration of 10 years from the date of grant.

                  (B) Options granted under this Section 5(c) may be exercised
             only by written notice to the Company specifying the number of
             shares to be purchased. Payment of the full purchase price of the
             shares to be purchased may be made by one or more of the methods
             specified in Section 5(a)(iv). An optionee shall have the rights of
             a stockholder only as to shares acquired upon the exercise of a
             Stock Option and not as to unexercised Stock Options.

         (d) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee, or by the optionee's legal
representative or guardian in the event of the optionee's incapacity.
Notwithstanding the foregoing, the Administrator, in its sole discretion, may
provide in the Award agreement regarding a given Option that the optionee may
transfer his Non-Qualified Stock Options to members of his immediate family, to
trusts for the benefit of such family members, or to partnerships in which such
family members are the only partners, provided that the transferee agrees in
writing with the Company to be bound by all of the terms and conditions of this
Plan and the applicable Option.

SECTION 6. RESTRICTED STOCK AWARDS

         (a) NATURE OF RESTRICTED STOCK AWARDS. A Restricted Stock Award is an
Award entitling the recipient to acquire, at such purchase price as determined
by the Administrator, shares of Stock subject to such restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock"). Conditions may be based on continuing employment (or other service
relationship) and/or achievement of pre-established performance goals and
objectives. The grant of a Restricted Stock Award is contingent on the grantee
executing a Restricted Stock Award agreement, subject to the provisions of
Section 16(g). The terms and conditions of each such agreement shall be
determined by the Administrator, and such terms and conditions may differ among
individual Awards and grantees.

         (b) RIGHTS AS A STOCKHOLDER. Upon execution of a written instrument
setting forth the Restricted Stock Award and payment of any applicable purchase
price, a grantee shall have the rights of a stockholder with respect to the
voting of the Restricted Stock, subject to such conditions contained in the
written instrument evidencing the Restricted Stock Award. Unless the
Administrator shall otherwise determine, certificates evidencing the Restricted
Stock shall remain in the possession of the Company until such Restricted Stock
is vested as provided in Section 6(d) below, and the grantee shall be required,
as a condition of the grant, to deliver to the Company a stock power endorsed in
blank.

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         (c) RESTRICTIONS. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the Restricted Stock Award agreement. Unless
otherwise provided in the Restricted Stock Award agreement, if a grantee's
employment (or other service relationship) with the Company and its Subsidiaries
terminates for any reason or no reason, the Company shall have the right to
repurchase Restricted Stock that has not vested at the time of termination at
its original purchase price, from the grantee or the grantee's legal
representative.

         (d) VESTING OF RESTRICTED STOCK. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability or forfeiture provisions of the Restricted Stock Award and
the Company's right of repurchase shall lapse. From and after such date or dates
and/or the attainment of such pre-established performance goals, objectives and
other conditions, the shares on which all restrictions have lapsed shall no
longer be Restricted Stock and shall be deemed "vested." Subject to the
provisions of Section 3(c), except as may otherwise be provided by the
Administrator either in the Award agreement or, subject to Section 14 below, in
writing after the Award agreement is issued, a grantee's rights in any shares of
Restricted Stock that have not vested shall automatically terminate upon the
grantee's termination of employment (or other service relationship) with the
Company and its Subsidiaries and such shares shall be subject to the Company's
right of repurchase as provided in Section 6(c) above.

         (e) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The Restricted
Stock Award agreement may require or permit the immediate payment, waiver,
deferral or investment of dividends paid on the Restricted Stock.

SECTION 7. DEFERRED STOCK AWARDS

         (a) NATURE OF DEFERRED STOCK AWARDS. A Deferred Stock Award is an Award
of phantom stock units to a grantee, subject to restrictions and conditions as
the Administrator may determine at the time of grant. Conditions may be based on
continuing employment (or other service relationship) and/or achievement of
pre-established performance goals and objectives. The grant of a Deferred Stock
Award is contingent on the grantee executing a Deferred Stock Award agreement,
subject to the provisions of Section 16(g). The terms and conditions of each
such agreement shall be determined by the Administrator, and such terms and
conditions may differ among individual Awards and grantees. At the end of the
deferral period, the Deferred Stock Award, to the extent vested, shall be paid
to the grantee in the form of shares of Stock.

         (b) ELECTION TO RECEIVE DEFERRED STOCK AWARDS IN LIEU OF COMPENSATION.
The Administrator may, in its sole discretion, permit a grantee to elect to
receive a portion of the cash compensation or Restricted Stock Award otherwise
due to such grantee in the form of a Deferred Stock Award. Any such election
shall be made in writing and shall be delivered to the Company no later than the
date specified by the Administrator and in accordance with rules

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and procedures established by the Administrator. The Administrator shall have
the sole right to determine whether and under what circumstances to permit
such elections and to impose such limitations and other terms and
conditions thereon as the Administrator deems appropriate.

         (c) RIGHTS AS A STOCKHOLDER. During the deferral period, a grantee
shall have no rights as a stockholder; provided, however, that the grantee may
be credited with Dividend Equivalent Rights with respect to the phantom stock
units underlying the grantee's Deferred Stock Award, subject to such terms and
conditions as the Administrator may determine.

         (d) RESTRICTIONS. A Deferred Stock Award may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of during the deferral
period.

         (e) TERMINATION. Subject to the provisions of Section 3(c), except as
may otherwise be provided by the Administrator either in the Award agreement or,
subject to Section 14 below, in writing after the Award agreement is issued, a
grantee's right in all Deferred Stock Awards that have not vested shall
automatically terminate upon the grantee's termination of employment (or
cessation of service relationship) with the Company and its Subsidiaries for any
reason.

SECTION 8. UNRESTRICTED STOCK AWARDS

         GRANT OR SALE OF UNRESTRICTED STOCK. The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award to any grantee pursuant to
which such grantee may receive shares of Stock free of any restrictions
("Unrestricted Stock") under this Plan. Unrestricted Stock Awards may be granted
in respect of past services or other valid consideration, or in lieu of cash
compensation due to such grantee.

SECTION 9. PERFORMANCE SHARE AWARDS

         (a) NATURE OF PERFORMANCE SHARE AWARDS. A Performance Share Award is an
Award entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Administrator may make Performance Share Awards
independent of or in connection with the granting of any other Award under this
Plan. The Administrator may make the grant of a Performance Share Award
contingent on the grantee executing a Performance Share Award agreement. The
terms and conditions of any such agreement shall be determined by the
Administrator, and such terms and conditions may differ among individual Awards
and grantees. The Administrator in its sole discretion shall determine whether
and to whom Performance Share Awards shall be made, the performance goals, the
periods during which performance is to be measured, and all other limitations
and conditions.

         (b) RIGHTS AS A STOCKHOLDER. A grantee receiving a Performance Share
Award shall have the rights of a stockholder only as to shares actually received
by the grantee under this

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<PAGE>   14

Plan and not with respect to shares subject to the Award but not actually
received by the grantee. A grantee shall be entitled to receive a stock
certificate evidencing the acquisition of shares of Stock under a Performance
Share Award only upon satisfaction of all conditions specified in the
Performance Share Award agreement (or in a performance plan adopted by the
Administrator).

         (c) TERMINATION. Subject to the provisions of Section 3(c), except as
may otherwise be provided by the Administrator either in the Award agreement or,
subject to Section 14 below, in writing after the Award agreement is issued, a
grantee's rights in all Performance Share Awards shall automatically terminate
upon the grantee's termination of employment (or cessation of service
relationship) with the Company and its Subsidiaries for any reason.

         (d) ACCELERATION, WAIVER, ETC. At any time prior to the grantee's
termination of employment (or other service relationship) by the Company and its
Subsidiaries, the Administrator may in its sole discretion accelerate, waive or,
subject to Section 14, amend any or all of the goals, restrictions or conditions
applicable to a Performance Share Award.

SECTION 10. PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES

         Notwithstanding anything to the contrary contained herein, if any
Restricted Stock Award, Deferred Stock Award or Performance Share Award granted
to a Covered Employee is intended to qualify as "Performance-based Compensation"
under Section 162(m) of the Code and the regulations promulgated thereunder (a
"Performance-based Award"), such Award shall comply with the provisions set
forth below:

         (a) PERFORMANCE CRITERIA. The performance criteria used in performance
goals governing Performance-based Awards granted to Covered Employees may
include any or all of the following: (i) the Company's return on equity, assets,
capital or investment; (ii) pre-tax or after-tax profit levels of the Company or
any Subsidiary, a division, an operating unit or a business segment of the
Company, or any combination of the foregoing; (iii) cash flow, funds from
operations or similar measure; (iv) total shareholder return; (v) changes in the
market price of the Stock; (vi) sales or market share; or (vii) earnings per
share.

         (b) GRANT OF PERFORMANCE-BASED AWARDS. With respect to each
Performance-based Award granted to a Covered Employee, the Committee shall
select, within the first 90 days of a Performance Cycle (or, if shorter, within
the maximum period allowed under Section 162(m) of the Code) the performance
criteria for such grant, and the achievement targets with respect to each
performance criterion (including a threshold level of performance below which no
amount will become payable with respect to such Award). Each Performance-based
Award will specify the amount payable, or the formula for determining the amount
payable, upon achievement of the various applicable performance targets. The
performance criteria established by the Committee may be (but need not be)
different for each Performance Cycle and different goals may be applicable to
Performance-based Awards to different Covered Employees.

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<PAGE>   15

         (c) PAYMENT OF PERFORMANCE-BASED AWARDS. Following the completion of a
Performance Cycle, the Committee shall meet to review and certify in writing
whether, and to what extent, the performance criteria for the Performance Cycle
have been achieved and, if so, to also calculate and certify in writing the
amount of the Performance-based Awards earned for the Performance Cycle. The
Committee shall then determine the actual size of each Covered Employee's
Performance-based Award, and, in doing so, may reduce or eliminate the amount of
the Performance-based Award for a Covered Employee if, in its sole judgment,
such reduction or elimination is appropriate.

         (d) MAXIMUM AWARD PAYABLE. The maximum Performance-based Award payable
to any one Covered Employee under this Plan for a Performance Cycle is 402,000
Shares (subject to adjustment as provided in Section 3(b) hereof).

SECTION 11.  DIVIDEND EQUIVALENT RIGHTS

         (a) DIVIDEND EQUIVALENT RIGHTS. A Dividend Equivalent Right is an Award
entitling the grantee to receive credits based on cash dividends that would have
been paid on the shares of Stock specified in the Dividend Equivalent Right (or
other award to which it relates) if such shares had been issued to and held by
the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee
as a component of another Award or as a freestanding award. The terms and
conditions of Dividend Equivalent Rights shall be specified in the Award
agreement. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may be paid currently or may be deemed to be reinvested in additional
shares of Stock, which may thereafter accrue additional equivalents. Any such
reinvestment shall be at Fair Market Value on the date of reinvestment or such
other price as may then apply under a dividend reinvestment plan sponsored by
the Company, if any. Dividend Equivalent Rights may be settled in cash or shares
of Stock or a combination thereof, in a single installment or installments. A
Dividend Equivalent Right granted as a component of another Award may provide
that such Dividend Equivalent Right shall be settled upon exercise, settlement,
or payment of, or lapse of restrictions on, such other award, and that such
Dividend Equivalent Right shall expire or be forfeited or annulled under the
same conditions as such other award. A Dividend Equivalent Right granted as a
component of another Award may also contain terms and conditions different from
such other award.

         (b) INTEREST EQUIVALENTS. Any Award under this Plan that is settled in
whole or in part in cash on a deferred basis may provide in the grant for
interest equivalents to be credited with respect to such cash payment. Interest
equivalents may be compounded and shall be paid upon such terms and conditions
as may be specified by the grant.

         (c) TERMINATION. Except as may otherwise be provided by the
Administrator either in the Award agreement or, subject to Section 14 below, in
writing after the Award agreement is issued, a grantee's rights in all Dividend
Equivalent Rights or interest equivalents shall automatically terminate upon the
grantee's termination of employment (or cessation of service relationship) with
the Company and its Subsidiaries for any reason.

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<PAGE>   16

SECTION 12.  TAX WITHHOLDING

         (a) PAYMENT BY GRANTEE. Each grantee shall, no later than the date as
of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld with respect to such
income. The Company and its Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the grantee. The Company's obligation to deliver stock certificates to
any grantee is subject to and conditioned on tax obligations being satisfied by
the grantee.

         (b) PAYMENT IN STOCK. Subject to approval by the Administrator, a
grantee may elect to have the minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
shares of Stock owned by the grantee with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount
due.

SECTION 13.  TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of this Plan, the following events shall not be deemed a
termination of employment:

         (a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another;

         (b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing; or

         (c) any other bona fide leave of absence approved for purposes of this
Plan by the Administrator.

SECTION 14. AMENDMENTS AND TERMINATION

         The Board may, at any time, amend or discontinue this Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no
such action shall adversely affect rights under any outstanding Award without
the holder's consent. If and to the extent determined by the Administrator to be
required by the Code to ensure that Incentive Stock Options granted under this
Plan are qualified under Section 422 of the Code, if and to the extent intended
to so

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<PAGE>   17


qualify, Plan amendments shall be subject to approval by the Company
stockholders entitled to vote at a meeting of stockholders. Nothing in this
Section 15 shall limit the Administrator's authority to take any action
permitted pursuant to Section 3(c).

SECTION 15.  STATUS OF PLAN

         With respect to the portion of any Award that has not been exercised
and any payments in cash, Stock or other consideration not received by a
grantee, a grantee shall have no rights greater than those of a general creditor
of the Company unless the Administrator shall otherwise expressly determine in
connection with any Award or Awards. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the foregoing sentence.

SECTION 16.  GENERAL PROVISIONS

         (a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The
Administrator may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof.

         No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Administrator may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards as
it deems appropriate.

         (b) DELIVERY OF STOCK CERTIFICATES. Stock certificates to grantees
under this Plan shall be deemed delivered for all purposes when the Company or a
stock transfer agent of the Company shall have mailed such certificates in the
United States mail, addressed to the grantee, at the grantee's last known
address on file with the Company.

         (c) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

         (d) TRADING POLICY RESTRICTIONS. Option exercises and other Awards
under this Plan shall be subject to such Company's insider trading policy, as in
effect from time to time.

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         (e) LOANS TO GRANTEES. The Company shall have the authority to make
loans to grantees of Awards hereunder (including to facilitate the purchase of
shares) and shall further have the authority to issue shares for promissory
notes hereunder.

         (f) DESIGNATION OF BENEFICIARY. Each grantee to whom an Award has been
made under this Plan may designate a beneficiary or beneficiaries to exercise
any Award or receive any payment under any Award payable on or after the
grantee's death. Any such designation shall be on a form provided for that
purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or
if the designated beneficiaries have predeceased the grantee, the beneficiary
shall be the grantee's estate.

         (g) DOCUMENTATION OF AWARDS. Awards will be evidenced by such written
instruments, if any, as may be prescribed by the Administrator from time to
time. Such instruments may be in the form of agreements to be executed by both
the grantee and the Company, or certificates, letters or similar instruments,
which need not be executed by the grantee but acceptance of which shall evidence
agreement by the grantee to the terms thereof. Any reference in this Plan to an
Award agreement shall mean the agreement or other such instrument prescribed by
the Administrator from time to time in respect of such Award.

SECTION 17.  EFFECTIVE DATE OF PLAN

         This Plan shall become effective upon approval by the holders of a
majority of the votes cast at a meeting of stockholders at which a quorum is
present or by written consent of stockholders. Subject to such approval by the
stockholders and to the requirement that no Stock may be issued hereunder prior
to such approval, Stock Options and other Awards may be granted hereunder on and
after adoption of this Plan by the Board.

SECTION 18.  GOVERNING LAW

         This Plan and all Awards and actions taken thereunder shall be governed
by, and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles.


EFFECTIVE DATE APPROVED BY BOARD OF DIRECTORS:       February 8, 2000

EFFECTIVE DATE APPROVED BY STOCKHOLDERS:             February  , 2000


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