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EXHIBIT 10.1



                            OPNET TECHNOLOGIES, INC.

                 Amended and Restated 2000 Stock Incentive Plan
                 ----------------------------------------------

1.   Purpose
     -------

The purpose of this Amended and Restated 2000 Stock Incentive Plan (the "Plan")
of OPNET Technologies, Inc., a Delaware corporation (the "Company"), is to
advance the interests of the Company's stockholders by enhancing the Company's
ability to attract, retain and motivate persons who make (or are expected to
make) important contributions to the Company by providing such persons with
equity ownership opportunities and performance-based incentives and thereby
better aligning the interests of such persons with those of the Company's
stockholders. Except where the context otherwise requires, the term "Company"
shall include any of the Company's present or future subsidiary corporations as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code").

2.   Eligibility
     -----------

All of the Company's employees, officers, directors, consultants and advisors
(and any individuals who have accepted an offer for employment) are eligible to
be granted options, restricted stock awards, or other stock-based awards (each,
an "Award") under the Plan. Each person who has been granted an Award under the
Plan shall be deemed a "Participant."

3.   Administration, Delegation
     --------------------------

     (a)  Administration by Board of Directors. The Plan will be administered
          ------------------------------------
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

     (b)  Appointment of Committees. To the extent permitted by applicable
          -------------------------
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.

4.   Stock Available for Awards
     --------------------------

     (a)  Number of Shares. Subject to adjustment under Section 8, Awards may
          ----------------
be made under the Plan for up to 3,792,061 shares of common stock, par value
$0.001 per share, of the Company (the "Common Stock").

     (b)  The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of each calendar
year, beginning with the 2002 calendar year and continuing through the term of
this Plan, by an amount equal to three percent (3%) of the shares of Common
Stock outstanding on the last trading day of the preceding calendar year;
provided, however, that in no event shall any such annual increase exceed
--------  -------
1,500,000 shares.

     (c)  If any Award expires or is terminated, surrendered or canceled
without having been fully exercised or is forfeited in whole or in part or
results in any Common Stock not being issued, the unused Common Stock covered by
such Award shall again be available for the grant of Awards under the Plan,
subject, however, in the case of Incentive Stock Options (as hereinafter
defined), to any limitation required under the Code. Shares issued under the
Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.

     (d)  Per-Participant Limit.  Subject to adjustment under Section 8,
          ---------------------
the maximum number of shares of Common Stock with respect to which Awards may
be granted to any Participant under the Plan shall be 300,000 per calendar year.
The per-Participant limit described in this Section 4(d) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").



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5.   Stock Options
     -------------

     (a) General. The Board may grant options to purchase Common Stock
         -------
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

     (b)  Incentive Stock Options. An Option that the Board intends to be an
          -----------------------
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

     (c)  Exercise Price. The Board shall establish the exercise price at the
          --------------
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price of all Incentive Stock Options shall
--------  -------
not be less than 100% of the fair market value of the Common Stock, as
determined by the Board, at the time the Incentive Stock Option is granted.

     (d)  Duration of Options. Each Option shall be exercisable at such times
          -------------------
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
                             --------  -------
for a term in excess of 10 years.

     (e)  Exercise of Option. Options may be exercised by delivery to the
          ------------------
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

     (f)  Payment Upon Exercise.  Common Stock purchased upon the exercise
          ---------------------
of an Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as the Board may, in its sole discretion, otherwise
              provide in an option agreement, by (i) delivery of an
              irrevocable and unconditional undertaking by a creditworthy
              broker to deliver promptly to the Company sufficient funds to
              pay the exercise price or (ii) delivery by the Participant to
              the Company of a copy of irrevocable and unconditional
              instructions to a creditworthy broker to deliver promptly to
              the Company cash or a check sufficient to pay the exercise price;

          (3) by delivery of shares of Common Stock owned by the Participant
              valued at their fair market value as determined by (or in a
              manner approved by) the Board in good faith ("Fair Market Value"),
              provided (i) such method of payment is then permitted under
              applicable law and (ii) such Common Stock was owned by the
              Participant at least six months prior to such delivery;

          (4) payment of such other lawful consideration as the Board may
              determine; or

          (5) by any combination of the above permitted forms of payment.

6.   Restricted Stock
     ----------------

     (a)  Grants. The Board may grant Awards entitling recipients to acquire
          ------
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b)  Terms and Conditions. The Board shall determine the terms and
          --------------------
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7.   Other Stock-Based Awards
     ------------------------

The Board shall have the right to grant other Awards based upon the Common Stock
having such terms and conditions as the Board may determine, including the grant
of shares based upon certain conditions, the grant of securities convertible
into Common Stock and the grant of stock appreciation rights.

8.   Adjustments for Changes in Common Stock and Certain Other Events
     ----------------------------------------------------------------

     (a)  Changes in Capitalization. In the event of any stock split, reverse
          -------------------------
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock, other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(d), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding




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Restricted Stock Award and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

     (b)  Liquidation or Dissolution.  In the event of a proposed
          --------------------------
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

     (c)  Acquisition and Change in Control Events
          ----------------------------------------

          (1)  Definitions
               -----------

               (a)  An "Acquisition Event" shall mean:

                    (i)   any merger or consolidation of the Company with or
                          into another entity as a result of which the Common
                          Stock is converted into or exchanged for the right to
                          receive cash, securities or other property; or


                    (ii)  any exchange of shares of the Company for cash,
                          securities or other property pursuant to a
                          statutory share exchange transaction.

               (b)  A "Change in Control Event" shall mean:

                    (i)   the acquisition by an individual, entity or group
                          (within the meaning of Section 13(d)(3) or 14(d)(2)
                          of the Securities Exchange Act of 1934, as amended
                          (the "Exchange Act") (a "Person") of beneficial
                          ownership of any capital stock of the Company if,
                          after such acquisition, such Person beneficially owns
                          (within the meaning of Rule 13d-3 promulgated
                          under the Exchange Act) more than 30% of either
                          (x) the then-outstanding shares of Common Stock
                          of the Company (the "Outstanding Company Common
                          Stock") or (y) the combined voting power of the then-
                          outstanding securities of the Company entitled to vote
                          generally in the election of directors (the
                          "Outstanding Company Voting Securities"); provided,
                          however, that for purposes of this subsection (i), the
                          following acquisitions shall not constitute a Change
                          in Control Event: (A) any acquisition directly from
                          the Company (excluding an acquisition pursuant to the
                          exercise, conversion or exchange of any security
                          exercisable for, convertible into or exchangeable for
                          Common Stock or voting securities of the Company,
                          unless the Person exercising, converting or exchanging
                          such security acquired such security directly from
                          the Company or an underwriter or agent of the
                          Company), (B) any acquisition by any employee benefit
                          plan (or related trust) sponsored or maintained by
                          the Company or any corporation controlled by the
                          Company, (C) any acquisition by any corporation
                          pursuant to a Business Combination (as defined below)
                          which complies with clauses (x) and (y) of subsection
                          (iii) of this definition or (D) any acquisition by
                          Marc A. Cohen or Alain J. Cohen (each such party is
                          referred to herein as an "Exempt Person") of any
                          shares of Common Stock;

                    (ii)  such time as the Continuing Directors (as defined
                          below) do not constitute a majority of the Board (or,
                          if applicable, the Board of Directors of a successor
                          corporation to the Company), where the term
                          "Continuing Director" means at any date a member of
                          the Board (x) who was a member of the Board on the
                          date of the initial adoption of this Plan by the
                          Board or (y) who was nominated or elected subsequent
                          to such date by at least a majority of the directors
                          who were Continuing Directors at the time of such
                          nomination or election or whose election to the Board
                          was recommended or endorsed by at least a majority
                          of the directors who were Continuing Directors at the
                          time of such nomination or election; provided,
                                                               ---------
                          however, that  there shall be excluded from this
                          -------
                          clause (y) any

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individual whose initial assumption of
                          office occurred as a result of an actual or
                          threatened election contest with respect to the
                          election or removal of directors or other actual or
                          threatened solicitation of proxies or consents, by or
                          on behalf of a person other than the Board; or

                    (iii) the consummation of a merger, consolidation,
                          reorganization, recapitalization or statutory share
                          exchange involving the Company or a sale or other
                          disposition of all or substantially all of the assets
                          of the Company (a "Business Combination"), unless,
                          immediately following such Business Combination, each
                          of the following two conditions is satisfied: (x) all
                          or substantially all of the individuals and entities
                          who were the beneficial owners of the Outstanding
                          Company Common Stock and Outstanding Company Voting
                          Securities immediately prior to such Business
                          Combination beneficially own, directly or indirectly,
                          more than 50% of the then-outstanding shares of common
                          stock and the combined voting power of the then-
                          outstanding securities entitled to vote generally in
                          the election of directors, respectively, of the
                          resulting or acquiring corporation in such Business
                          Combination (which shall include, without
                          limitation, a corporation which as a result of such
                          transaction owns the Company or substantially all of
                          the Company's assets either directly or through one
                          or more subsidiaries) (such resulting or acquiring
                          corporation is referred to herein as the "Acquiring
                          Corporation") in substantially the same proportions
                          as their ownership of the Outstanding Company Common
                          Stock and Outstanding Company Voting Securities,
                          respectively, immediately prior to such Business
                          Combination and (y) no Person (excluding Exempt
                          Persons, the Acquiring Corporation or any employee
                          benefit plan (or related trust) maintained or
                          sponsored by the Company or by the Acquiring
                          Corporation) beneficially owns, directly or
                          indirectly, 30% or more of the then-outstanding
                          shares of common stock of the Acquiring Corporation,
                          or of the combined voting power of the then-
                          outstanding securities of such corporation entitled
                          to vote generally in the election of directors
                          (except to the extent that such ownership existed
                          prior to the Business Combination).

               (c)  "Good Reason" shall mean any significant diminution in the
                    Participant's title, authority, or responsibilities from and
                    after such Acquisition Event or Change in Control Event, as
                    the case may be, or any reduction in the annual cash
                    compensation payable to the Participant from and after
                    such Acquisition Event or Change in Control Event, as the
                    case may be, or the relocation of the place of business at
                    which the Participant is principally located to a location
                    that is greater than 50 miles from the current site.

               (d)  "Cause" shall mean any (i) willful failure by the
                    Participant, which failure is not cured within 30 days of
                    written notice to the Participant from the Company, to
                    perform his or her material responsibilities to the Company
                    or (ii) willful misconduct by the Participant which affects
                    the business reputation of the Company. The Participant
                    shall be considered to have been discharged for "Cause" if
                    the Company determines, within 30 days after the
                    Participant's resignation, that discharge for Cause was
                    warranted.

          (2)  Effect on Options
               -----------------

               (a)  Acquisition Event.  Upon the occurrence of an Acquisition
                    -----------------
                    Event (regardless of whether such event also constitutes a
                    Change in Control Event), or the execution by the Company of
                    any agreement with respect to an Acquisition Event
                    (regardless of whether such event will result in a Change in
                    Control Event), the Board shall provide that all outstanding
                    Options shall be assumed, or equivalent options shall be
                    substituted for, by the acquiring or succeeding corporation
                    (or an affiliate thereof); provided that if such Acquisition
                                               -------------
                    Event also constitutes a Change in Control  Event, except
                    to the extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, such assumed or
                    substituted options shall become immediately exercisable in
                    full if, on or prior to the first anniversary of the date of
                    the consummation of the Acquisition Event, the Participant's
                    employment with the Company


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                    or the acquiring or succeeding corporation is terminated for
                    Good Reason by the Participant or is terminated without
                    Cause by the Company or the acquiring or succeeding
                    corporation. For purposes hereof, an Option shall be
                    considered to be assumed if, following consummation of the
                    Acquisition Event, the Option confers the right to purchase,
                    for each share of Common Stock subject to the Option
                    immediately prior to the consummation of the Acquisition
                    Event, the consideration (whether cash, securities or other
                    property) received as a result of the Acquisition Event by
                    holders of Common Stock for each share of Common Stock held
                    immediately prior to the consummation of the Acquisition
                    Event (and if holders were offered a choice of
                    consideration, the type of consideration chosen by the
                    holders of a majority of the outstanding shares of Common
                    Stock); provided, however, that if the consideration
                    received as a result of the Acquisition Event is not solely
                    common stock of the acquiring or succeeding corporation (or
                    an affiliate thereof), the Company may, with the consent of
                    the acquiring or succeeding corporation, provide for the
                    consideration to be received upon the exercise of Options to
                    consist solely of common stock of the acquiring or
                    succeeding corporation (or an affiliate thereof) equivalent
                    in fair market value to the per share consideration received
                    by holders of outstanding shares of Common Stock as a result
                    of the Acquisition Event.

                    Notwithstanding the foregoing, if the acquiring or
                    succeeding corporation (or an affiliate thereof) does not
                    agree to assume, or substitute for, such Options, then the
                    Board shall, upon written notice to the Participants,
                    provide that all then unexercised Options will become
                    exercisable in full as of a specified time prior to the
                    Acquisition Event and will terminate immediately prior to
                    the consummation of such Acquisition Event, except to the
                    extent exercised by the Participants before the consummation
                    of such Acquisition Event; provided, however, that in the
                    event of an Acquisition Event under the terms of which
                    holders of Common Stock will receive upon consummation
                    thereof a cash payment for each share of Common Stock
                    surrendered pursuant to such Acquisition Event (the
                    "Acquisition Price"), then the Board may instead provide
                    that all outstanding Options shall terminate upon
                    consummation of such Acquisition Event and that each
                    Participant shall receive, in exchange therefore, a cash
                    payment equal to the amount (if any) by which (A) the
                    Acquisition Price multiplied by the number of shares of
                    Common Stock subject to such outstanding Options (whether or
                    not then exercisable) exceeds (B) the aggregate exercise
                    price of such Options.

               (b)  Change in Control Event that is not an Acquisition Event.
                    --------------------------------------------------------
                    Following the occurrence of a Change in Control Event that
                    does not also constitute an Acquisition Event, except to the
                    extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, each such Option
                    shall be immediately exercisable in full if, on or prior to
                    the first anniversary of the date of the consummation of the
                    Change in Control Event, the Participant's employment with
                    the Company or the acquiring or succeeding corporation is
                    terminated for Good Reason by the Participant or is
                    terminated without Cause by the Company or the acquiring or
                    succeeding corporation.

          (3)  Effect on Restricted Stock Awards
               ---------------------------------

               (a)  Acquisition Event that is not a Change in Control Event.
                    Upon the occurrence of an Acquisition Event that is not a
                    Change in Control Event, the repurchase and other rights of
                    the Company under each outstanding Restricted Stock Award
                    shall inure to the benefit of the Company's successor and
                    shall apply to the cash, securities or other property which
                    the Common Stock was converted into or exchanged for
                    pursuant to such Acquisition Event in the same manner and to
                    the same extent as they applied to the Common Stock subject
                    to such Restricted Stock Award.

               (b)  Change in Control Event.  Following the occurrence of a
                    -----------------------
                    Change in Control Event (regardless of whether such event
                    also constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Restricted Stock Award or any other agreement
                    between a Participant and the Company, each such Restricted
                    Stock Award shall immediately become free from all
                    conditions or restrictions if, on or prior to the first
                    anniversary of the date of the consummation of the Change in


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                    Control Event, the Participant's employment with the Company
                    or the acquiring or succeeding corporation is terminated for
                    Good Reason by the Participant or is terminated without
                    Cause by the Company or the acquiring or succeeding
                    corporation.

          (4)  Effect on Other Awards

               (a)  Acquisition Event that is not a Change in Control Event.
                    -------------------------------------------------------
                    The Board shall specify the effect of an Acquisition Event
                    that is not a Change in Control Event on any other Award
                    granted under the Plan at the time of the grant of such
                    Award.

               (b)  Change in Control Event.  Following the occurrence of a
                    -----------------------
                    Change in Control Event (regardless of whether such event
                    also constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Award or any other agreement between a
                    Participant and the Company, each such Award shall
                    immediately become fully exercisable, realizable, vested or
                    free from conditions or restrictions if, on or prior to the
                    first anniversary of the date of the consummation of the
                    Change in Control Event, the Participant's employment with
                    the Company or the acquiring or succeeding corporation is
                    terminated for Good Reason by the Participant or is
                    terminated without Cause by the Company or the acquiring or
                    succeeding corporation.

          (5)  Limitations. Notwithstanding the foregoing provisions of this
               -----------
               Section 8(c), if the Change in Control Event is intended to
               be accounted for as a "pooling of interests" for financial
               accounting purposes, and if the acceleration to be effected
               by the foregoing provisions of this Section 8(c) would
               preclude accounting for the Change in Control Event as a
               "pooling of interests" for financial accounting purposes,
               then no such acceleration shall occur upon the Change in
               Control Event.

9.   General Provisions Applicable to Awards
     ---------------------------------------

     (a)  Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

     (b)  Documentation. Each Award shall be evidenced by a written
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

     (c)  Board Discretion.  Except as otherwise provided by the Plan, each
          ----------------
Award may be made alone or in addition to or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

     (d)  Termination of Status. The Board shall determine the effect on an
          ---------------------
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e)  Withholding. Each Participant shall pay to the Company, or make
          -----------
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, Participants may, to the extent then permitted under
applicable law, satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value. The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.

     (f)  Amendment of Award. The Board may amend, modify or terminate any
          ------------------
outstanding Award, including but not limited to, substituting therefore another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     (g)  Conditions on Delivery of Stock. The Company will not be obligated
          -------------------------------
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed


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and delivered to the Company such representations or agreements as the Company
may consider appropriate to satisfy the requirements of any applicable laws,
rules or regulations.



     (h)  Acceleration. The Board may at any time provide that any Options
          ------------
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of restrictions in full or in part or that any other
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

10.  Miscellaneous
     -------------

     (a)  No Right to Employment or Other Status. No person shall have any
          --------------------------------------
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b)  No Rights as Stockholder. Subject to the provisions of the
          ------------------------
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c)  Effective Date and Term of Plan. The Plan shall become effective on
          -------------------------------
the date on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)). No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, but Awards previously
granted may extend beyond that date.

     (d)  Amendment of Plan. The Board may amend, suspend or terminate the
          -----------------
Plan or any portion thereof at any time, provided that to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such
amendment shall have been approved by the Company's stockholders if required by
Section 162(m) (including the vote required under Section 162(m)).

     (e)  Governing Law. The provisions of the Plan and all Awards made
          -------------
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

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