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                                                                    EXHIBIT 10.3

                                  DIGITAS INC.

                      2000 STOCK OPTION AND INCENTIVE PLAN


SECTION 1.   GENERAL PURPOSE OF THE PLAN; DEFINITIONS
             ----------------------------------------

         The name of the plan is the Digitas Inc. 2000 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers, employees, Independent Directors and other key persons (including
consultants) of Digitas 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 Exchange Act of 1934, as amended.

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

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, 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.

         "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 8.

         "Dividend Equivalent Right" means Awards granted pursuant to
Section 12.

         "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 18.
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         "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 (i) if the Stock is admitted to quotation on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), NASDAQ National System 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.

         "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 not also an
employee of the Company or any Subsidiary.

         "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 10.

         "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 participant's right to and the payment of a Performance
Share Award, Restricted Stock Award or Deferred Stock Award.

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

         "Stock" means the Common Stock, par value $0.01 per share, of the
Company, subject to adjustments pursuant to Section 3.

         "Stock Appreciation Right" means any Award granted pursuant to
Section 6.

         "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 9.

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

         (a)      Committee.  The 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 the
         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, Stock Appreciation Rights, 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 participants;

                  (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
         the Plan, of any Award, which terms and conditions may differ among
         individual Awards and participants, 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;

                  (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 participant 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 the Plan and for its own
         acts and proceedings as it shall deem advisable; to interpret the terms
         and provisions of the Plan and any Award (including related written
         instruments); to make all determinations it deems advisable for the
         administration of the Plan; to decide all disputes arising in
         connection with the Plan; and to otherwise supervise the administration
         of the Plan.

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

         (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 Act or "covered employees"
within the meaning of Section 162(m) of the Code. 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 or Stock
Appreciation Right, 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
the Plan.

SECTION 3.   STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
             ----------------------------------------------------

         (a)      Stock Issuable. The maximum number of shares of Stock reserved
                  --------------
and available for issuance under the Plan shall be 3,859,100 shares. For
purposes of this limitation, the shares of Stock underlying any Awards under
this 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 the
Plan. In addition, the shares of Stock underlying any awards under the Bronner
Slosberg Humphrey Co. 1998 Option Plan and the Bronner Slosberg Humphrey Co.
1999 Stock Option Plan which are forfeited, canceled, reacquired, satisfied
without the issuance of Stock or otherwise terminated (other than by exercise)
shall be added to the shares of Stock available for issuance under the Plan,
thereby increasing the maximum number of shares of Stock reserved and available
for issuance under the Plan set forth above. 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 from and after the date grants under
this Plan become subject to Section 162(m) of the Code, that Stock Options or
Stock Appreciation Rights with respect to no more than 1,000,000 shares of Stock
may be granted to any one individual participant during any one year period. The
shares available for issuance under the 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. 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, the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum

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number of shares reserved for issuance under the Plan, (ii) the number of Stock
Options or Stock Appreciation Rights that can be granted to any one individual
participant, (iii) the number and kind of shares or other securities subject to
any then outstanding Awards under the Plan, and (iv) the price for each share
subject to any then outstanding Stock Options and Stock Appreciation Rights
under the Plan, without changing the aggregate exercise price (i.e., the
exercise price multiplied by the number of Stock Options and Stock Appreciation
Rights) as to which such Stock Options and Stock Appreciation Rights remain
exercisable. The adjustment by the Administrator shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the 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 the Plan, provided that no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of the participant, 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 Sale Events. Unless otherwise provided in
                  -----------------------------
any individual Award, in the case of and subject to the consummation of (i) the
dissolution or liquidation of the Company, (ii) the sale of all or substantially
all of the assets of the Company on a consolidated basis to an unrelated person
or entity, (iii) a merger, reorganization, consolidation or other transaction in
which 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
surviving or resulting entity immediately upon completion of such transaction,
or (iv) the sale of all of the Stock of the Company to an unrelated person or
entity (in each case, regardless of the form thereof, a "Sale Event"), the
Awards issued hereunder shall terminate upon the effectiveness of any such Sale
Event, unless provision is made in connection with such transaction in the sole
discretion of the parties to such Sale Event for the assumption of Awards
theretofore granted, or the substitution for such Awards of new Awards of the
successor entity or a parent or subsidiary thereof, with such adjustment as to
the number and kind of shares and the per share exercise prices as may be
necessary in order that each original Award and substitute Award shall be of
equal value. In the event that parties to the Sale Event do not agree to
assumption or substitution of the Awards, all Awards outstanding shall
accelerate and become exercisable, and 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 which are then exercisable or will become exercisable upon the
effectiveness of the Sale Event; provided, however, that such acceleration of
unvested Awards and such exercise of the Awards so accelerated shall be subject
to the effectiveness of the Sale Event.

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         (d)      Substitute Awards. The Administrator may grant Awards under
                  -----------------
the Plan in substitution for stock and stock based awards held by employees of
another corporation who become employees of the Company or a Subsidiary as the
result of a 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 considers appropriate in the circumstances. Any substitute Awards
granted under the Plan shall not count against the share limitation set forth in
Section 3(a).

SECTION 4.   ELIGIBILITY
             -----------

         Participants in the 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 the Plan shall be in such form as the
Administrator may from time to time approve.

         Stock Options granted under the 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 the Plan after
February 17, 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 the Plan, as the Administrator shall deem desirable. If the
Administrator so determines, Stock Options may be granted in lieu of cash
compensation at the participant'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

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         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.

                  (ii)   Option Term. The term of each Stock Option shall be
                         -----------
         fixed by the Administrator, but no Stock Option shall be exercisable
         more than ten years after the date the 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 option shall be no more than five years from
         the date of grant.

                  (iii)  Exercisability; Rights of a Stockholder. 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; provided, however, that Stock Options granted in lieu
         of compensation shall be exercisable in full as of 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

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                         (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 his Stock
                  Option; provided that at least so much of the exercise price
                  as represents the par value of the Stock shall be paid other
                  than with a promissory note.

         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 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 Stock Option 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)      Stock Options Granted to Independent Directors.
                  ----------------------------------------------

                  (i)    Grant of Options.
                         ----------------

                         (A) Each Independent Director, within the fifth
                  business day following the annual meeting of the Company,
                  shall automatically be granted by such day a Non-Qualified
                  Stock Option to acquire 78,000 shares of Stock.

                         (B) The exercise price per share for the Stock covered
                  by a Stock Option granted under this Section 5(b) shall be
                  equal to the Fair Market Value of the Stock on the date the
                  Stock Option is granted.

                         (C) The Administrator, in its discretion, may grant
                  additional Non- Qualified Stock Options to Independent
                  Directors. Any such grant may vary among individual
                  Independent Directors.

                  (ii)   Exercise; Termination.
                         ---------------------

                         (A) Unless otherwise determined by the Administrator,
                  an Option granted under Section 5(b) shall be exercisable as
                  follows: 25% at the first

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             anniversary of the grant date and an additional 6.25% on the first
             day of each calendar quarter thereafter until fully exercisable. An
             Option issued under this Section 5(b) shall not be exercisable
             after the expiration of ten years from the date of grant.

                  (B) Options granted under this Section 5(b) 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.

         (c) Non-transferability of Options. No Stock Option shall be trans-
             ------------------------------
ferable 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.   STOCK APPRECIATION RIGHTS.
             -------------------------

         (a) Nature of Stock Appreciation Rights. A Stock Appreciation Right is
             -----------------------------------
an Award entitling the recipient to receive an amount in cash or shares of Stock
or a combination thereof having a value equal to the excess of the Fair Market
Value of the Stock on the date of exercise over the exercise price Stock
Appreciation Right, which price shall not be less than 85 percent of the Fair
Market Value of the Stock on the date of grant (or more than the option exercise
price per share, if the Stock Appreciation Right was granted in tandem with a
Stock Option) multiplied by the number of shares of Stock with respect to which
the Stock Appreciation Right shall have been exercised, with the Administrator
having the right to determine the form of payment.

         (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
             -----------------------------------------------
Rights may be granted by the Administrator in tandem with, or independently of,
any Stock Option granted pursuant to Section 5 of the Plan. In the case of a
Stock Appreciation Right granted in tandem with a Non-Qualified Stock Option,
such Stock Appreciation Right may be granted either at or after the time of the
grant of such Option. In the case of a Stock Appreciation Right granted in
tandem with an Incentive Stock Option, such Stock Appreciation Right may be
granted only at the time of the grant of the Option.

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         A Stock Appreciation Right or applicable portion thereof granted in
tandem with a Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Option.

         (c) Terms and Conditions of Stock Appreciation Rights.  Stock
             -------------------------------------------------
Appreciation Rights shall be subject to such terms and conditions as shall be
determined from time to time by the Administrator, subject to the following:

             (i)   Stock Appreciation Rights granted in tandem with Options
         shall be exercisable at such time or times and to the extent that the
         related Stock Options shall be exercisable.

             ii)   Upon exercise of a Stock Appreciation Right, the applicable
         portion of any related Option shall be surrendered.

             (iii) All Stock Appreciation Rights shall be exercisable during the
         participant's lifetime only by the participant or the participant's
         legal representative.

SECTION 7.   RESTRICTED STOCK AWARDS
             -----------------------

         (a) Nature of Restricted Stock Awards. A Restricted Stock Award is an
             ---------------------------------
Award entitling the recipient to acquire, at par value or such other higher
purchase price 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 business relationship) and/or achievement of pre-established performance
goals and objectives. The grant of a Restricted Stock Award is contingent on the
participant executing the Restricted Stock Award agreement. 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 participants.

         (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 participant 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 7(d) below, and the participant shall be
required, as a condition of the grant, to deliver to the Company a stock power
endorsed in blank.

         (c) Restrictions. Restricted Stock may not be sold, assigned, trans-
             ------------
ferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Restricted Stock Award agreement. If a participant's
employment (or other business relationship) with the Company and its
Subsidiaries terminates for any reason, the Company

                                       10
<PAGE>

shall have the right to repurchase Restricted Stock that has not vested at the
time of termination at its original purchase price, from the participant or the
participant'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 of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to 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." Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 15 below, in writing after the Award agreement is issued, a
participant's rights in any shares of Restricted Stock that have not vested
shall automatically terminate upon the participant's termination of employment
(or other business relationship) with the Company and its Subsidiaries and such
shares shall be subject to the Company's right of repurchase as provided in
Section 7(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 8.   DEFERRED STOCK AWARDS
             ---------------------

         (a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award
             -------------------------------
of phantom stock units to a participant, subject to restrictions and conditions
as the Administrator may determine at the time of grant. Conditions may be based
on continuing employment (or other business relationship) and/or achievement of
pre-established performance goals and objectives. The grant of a Deferred Stock
Award is contingent on the participant executing the Deferred Stock Award
agreement. 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 participants. At the end of the deferral period, the Deferred Stock
Award, to the extent vested, shall be paid to the participant 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 participant to elect to
receive a portion of the cash compensation or Restricted Stock Award otherwise
due to such participant 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 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 participant
             -----------------------
shall have no rights as a stockholder; provided, however, that the participant
may be credited with Dividend

                                       11
<PAGE>

Equivalent Rights with respect to the phantom stock units underlying his
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. Except as may otherwise be provided by the
             -----------
Administrator either in the Award agreement or, subject to Section 15 below, in
writing after the Award agreement is issued, a participant's right in all
Deferred Stock Awards that have not vested shall automatically terminate upon
the participant's termination of employment (or cessation of business
relationship) with the Company and its Subsidiaries for any reason.

SECTION 9.   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 participant pursuant to
which such participant may receive shares of Stock free of any restrictions
("Unrestricted Stock") under the Plan. Unrestricted Stock Awards may be granted
or sold as described in the preceding sentence in respect of past services or
other valid consideration, or in lieu of cash compensation due to such
participant.

SECTION 10.  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 the
Plan. 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 participant receiving a Performance
             -----------------------
Share Award shall have the rights of a stockholder only as to shares actually
received by the participant under the Plan and not with respect to shares
subject to the Award but not actually received by the participant. A participant
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. Except as may otherwise be provided by the
             -----------
Administrator either in the Award agreement or, subject to Section 15 below, in
writing after the Award agreement is issued, a participant's rights in all
Performance Share Awards shall automatically terminate upon the participant's
termination of employment (or cessation of business relationship) with the
Company and its Subsidiaries for any reason.

                                       12
<PAGE>

         (d) Acceleration, Waiver, Etc. At any time prior to the participant's
             -------------------------
termination of employment (or other business relationship) by the Company and
its Subsidiaries, the Administrator may in its sole discretion accelerate, waive
or, subject to Section 15, amend any or all of the goals, restrictions or
conditions applicable to a Performance Share Award.

SECTION 11.  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.

         (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.

                                       13
<PAGE>

         (d) Maximum Award Payable.  The maximum Performance-based Award payable
             ---------------------
to any one Covered Employee under the Plan for a Performance Cycle is 850,000
shares of Stock (subject to adjustment as provided in Section 3(b) hereof).

SECTION 12.  DIVIDEND EQUIVALENT RIGHTS
             --------------------------

         (a) Dividend Equivalent Rights. A Dividend Equivalent Right is an Award
             --------------------------
entitling the recipient 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 recipient. A Dividend Equivalent Right may be granted hereunder to any
participant as a component of another Award or as a freestanding award. The
terms and conditions of Dividend Equivalent Rights shall be specified in the
grant. 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 15 below, in
writing after the Award agreement is issued, a participant's rights in all
Dividend Equivalent Rights or interest equivalents shall automatically terminate
upon the participant's termination of employment (or cessation of business
relationship) with the Company and its Subsidiaries for any reason.

SECTION 13.  TAX WITHHOLDING
             ---------------

         (a) Payment by Participant. Each participant 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 participant 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

                                       14
<PAGE>

right to deduct any such taxes from any payment of any kind otherwise due to the
participant. The Company's obligation to deliver stock certificates to any
participant is subject to and conditioned on tax obligations being satisfied by
the participant.

         (b) Payment in Stock. Subject to approval by the Administrator, a
             ----------------
participant may elect to have such 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 participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

SECTION 14.  TRANSFER, LEAVE OF ABSENCE, ETC.
             -------------------------------

         For purposes of the 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; or

         (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.

SECTION 15.  AMENDMENTS AND TERMINATION
             --------------------------

         The Board may, at any time, amend or discontinue the 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 the
Plan are qualified under Section 422 of the Code or to ensure that compensation
earned under Awards qualifies as performance-based compensation under Section
162(m) of the Code, if and to the extent intended to so 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 16.  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
participant, a participant 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,

                                       15
<PAGE>

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 17.  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 participants
             ------------------------------
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 participant, at the participant'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 the Plan shall be subject to such Company's insider trading policy, as in
effect from time to time.

SECTION 18.  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. 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.

                                       16
<PAGE>

SECTION 19.  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.


DATE APPROVED BY BOARD OF DIRECTORS: February 18, 2000

DATE APPROVED BY STOCKHOLDERS: February 18, 2000



                                       17