<PAGE>

                                                                     Exhibit 4.1


                               3COM CORPORATION
                            1994 STOCK OPTION PLAN


     1.   Purpose.  The 3Com Corporation 1994 Stock Option Plan (the "Plan") is
          -------
          established to create additional incentive for eligible employees of
          3Com Corporation and any successor corporation thereto (collectively
          referred to as the "Company"), and any present or future parent and/or
          subsidiary corporations of such corporation (all of whom along with
          the Company being individually referred to as a "Participating
          Company" and collectively referred to as the "Participating Company
          Group"), to promote the financial success and progress of the
          Participating Company Group.  For purposes of the Plan, a parent
          corporation and a subsidiary corporation shall be as defined in
          sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
          amended (the "Code").

     2.   Administration.
          --------------

          (a)   General.  The Plan shall be administered by the Board of
                -------
                Directors of the Company (the "Board") and/or by a duly
                appointed committee of the Board having such powers as shall be
                specified by the Board.  Any subsequent references herein to the
                Board shall also mean the committee if such committee has been
                appointed and, unless the powers of the committee have been
                specifically limited, the committee shall have all of the powers
                of the Board granted herein, including, without limitation, the
                power to terminate or amend the Plan at any time, subject to the
                terms of the Plan and any applicable limitations imposed by law.
                All questions of interpretation of the Plan or of any options
                granted under the Plan (an "Option") shall be determined by the
                Board, and such determinations shall be final and binding upon
                all persons having an interest in the Plan and/or any Option.

          (b)   Options Authorized.  Options may be only nonqualified stock
                ------------------
                options, that is, options which are not incentive stock options
                as defined in section 422 of the Code.

          (c)   Authority of Officers.  Any officer of a Participating Company
                ---------------------
                shall have the authority to act on behalf of the Company with
                respect to any matter, right, obligation, or election which is
                the responsibility of or which is allocated to the Company
                herein, provided the officer has apparent authority with respect
                to such matter, right, obligation, or election.

     3.   Eligibility.  The Options may be granted only to employees of the
          -----------
          Participating Company Group; provided, however, that no Option may be
          granted to (i) a person who, at the time of such grant, is an officer
          or director of the Company or a beneficial owner of more than ten
          percent (10%) of any class of equity securities of the Company
          registered pursuant to section 12 of the Securities Exchange Act of
          1934, as amended, or (ii) any person whose eligibility to participate
          in the Plan would require the Company to obtain shareholder approval
          of the Plan pursuant to the Bylaws of the National Association of
          Securities Dealers (and any schedules thereto) or the provisions
          contained in the New York Stock Exchange Listed Company Manual.  For
          purposes of the foregoing sentence, "employees" shall include
          prospective employees
<PAGE>

          to whom Options are granted in connection with written offers of
          employment with the Participating Company Group. The Board shall, in
          the Board's sole discretion, determine which eligible persons shall be
          granted Options (an "Optionee"). An Optionee may, if otherwise
          eligible, be granted additional Options.

     4.   Shares Subject to Option.  Options shall be options for the purchase
          ------------------------
          of the authorized but unissued common stock of the Company (the
          "Stock"), subject to adjustment as provided in paragraph 9 below. The
          maximum number of shares of Stock which may be issued under the Plan
          shall be One Hundred Eighty Three Million Six Hundred Eighty Three
          Thousand Nine Hundred Twenty Six (183,683,926) shares (as adjusted for
          the Palm Factor). In the event that any outstanding Option for any
          reason expires or is terminated or canceled and/or shares of Stock
          subject to repurchase are repurchased by the Company, the shares
          allocable to the unexercised portion of such Option, or such
          repurchased shares, may again be subjected to an Option.

     5.   Time for Granting Options.  The Plan shall continue until terminated
          -------------------------
          by the Board or until all of the shares of Stock reserved for issuance
          under the Plan have been issued, whichever shall first occur.

     6.   Terms, Conditions and Form of Options.  Subject to the provisions of
          -------------------------------------
          the Plan, the Board shall determine for each Option (which need not be
          identical) the number of shares of Stock for which the Option shall be
          granted, the exercise price of the Option, the exercisability of the
          Option, and all other terms and conditions of the Option not
          inconsistent with the Plan.  Options granted pursuant to the Plan
          shall be evidenced by written agreements specifying the number of
          shares of Stock covered thereby, in such form as the Board shall from
          time to time establish, and shall comply with and be subject to the
          following terms and conditions:

          a)   Exercise Price.  The exercise price for each Option shall be
               --------------
               established in the sole discretion of the Board; provided,
               however, that the exercise price per share shall not be less than
               the fair market value, as determined by the Board, of a share of
               Stock on the date of the granting of the Option. Notwithstanding
               the foregoing, an Option may be granted with an exercise price
               lower than the minimum exercise price set forth above if such
               Option is granted pursuant to an assumption or substitution for
               another option in a manner qualifying with the provisions of
               section 424(a) of the Code.

          (b)  Exercise Period of Options.  The Board shall have the power to
               --------------------------
               set the time or times within which each Option shall be
               exercisable or the event or events upon the occurrence of which
               all or a portion of each Option shall be exercisable and the term
               of each Option; provided, however, that no Option shall be
               exercisable after the expiration of ten (10) years after the date
               such Option is granted.

          (c)  Payment of Exercise Price.  Payment of the exercise price for
               -------------------------
               the number of shares of Stock being purchased pursuant to any
               Option shall be made (i) in cash, by check, or cash equivalent,
               (ii) by tender to the Company of shares of the Company's stock
               owned by the Optionee having a value, as determined by the Board
               (but without regard to any restrictions on transferability
               applicable to such stock by reason of federal or state securities
               laws or agreements with an underwriter for the Company), not less
               than the exercise price, (iii) by the assignment of the proceeds
               of a sale of some or all of the shares being acquired upon the
               exercise of an Option (including, without limitation, through
<PAGE>

               an exercise complying with the provisions of Regulation T as
               promulgated from time to time by the Board of Governors of the
               Federal Reserve System), or (iv) by any combination thereof. The
               Board may at any time or from time to time, by adoption of or by
               amendment to the form of Standard Option Agreement described in
               paragraph 7 below, or by other means, grant Options which do not
               permit all of the foregoing forms of consideration to be used in
               payment of the exercise price and/or which otherwise restrict one
               (1) or more forms of consideration. Notwithstanding the
               foregoing, an Option may not be exercised by tender to the
               Company of shares of the Company's stock to the extent such
               tender of stock would constitute a violation of the provisions of
               any law, regulation and/or agreement restricting the redemption
               of the Company's stock.

          (x)  Unless otherwise provided by the Board, an Option may not be
               exercised by tender to the Company of the Company's stock unless
               such shares of the Company's stock either have been owned by the
               Optionee for more than one (1) year or were not acquired,
               directly or indirectly, from the Company.

          (y)  The Company reserves, at any and all times, the right, in the
               Company's sole and absolute discretion, to establish, decline to
               approve and/or terminate any program and/or procedures for the
               exercise of Options by means of an assignment of the proceeds of
               a sale of some or all of the shares of Stock to be acquired upon
               such exercise.

     7.   Standard Form of Stock Option Agreement.
          ---------------------------------------

          (a)  Nonqualified Stock Options.  Unless otherwise provided for by
               --------------------------
               the Board at the time an Option is granted, an Option shall
               comply with and be subject to the terms and conditions set forth
               in the form of nonqualified stock option agreement attached
               hereto as Exhibit A and incorporated herein by reference.
                         ---------

          (b)  Standard Term for Options.  Unless otherwise provided for by the
               -------------------------
               Board in the grant of an Option, any Option granted hereunder
               shall be exercisable for a term of ten (10) years.

     8.   Authority to Vary Terms.  The Board shall have the authority from time
          -----------------------
          to time to vary the terms of the Standard Option Agreement described
          in paragraph 7 above either in connection with the grant of an
          individual Option or in connection with the authorization of a new
          standard form or forms; provided, however, that the terms and
          conditions of such revised or amended standard form or forms of stock
          option agreement shall be in accordance with the terms of the Plan.
          Such authority shall include, but not by way of limitation, the
          authority to grant Options which are immediately exercisable.

     9.   Effect of Change in Stock Subject to Plan.  Appropriate adjustments
          -----------------------------------------
          shall be made in the number and class of shares of Stock subject to
          the Plan and to any outstanding Options and in the exercise price of
          any outstanding Options in the event of a stock dividend, stock split,
          reverse stock split, combination, reorganization, reclassification, or
          like change in the capital structure of the Company.

     10.  Transfer of Control.  For purposes hereof, "Control Company" shall
          -------------------
          mean the Participating Company whose stock is subject to the Option.
          An "Ownership Change"

<PAGE>

          shall be deemed to have occurred in the event any of the following
          occurs with respect to the Control Company.

          (a)   a direct or indirect sale or exchange by the shareholders of the
                Control Company of all or substantially all of the stock of the
                Control Company;

          (b)   a merger in which the Control Company is a party; or

          (c)   the sale, exchange, or transfer of all or substantially all of
                the Control Company's assets (other than a sale, exchange, or
                transfer to one (1) or more corporations where the shareholders
                of the Control Company before such sale, exchange, or transfer
                retain, directly or indirectly, at least a majority of the
                beneficial interest in the voting stock of the corporation(s) to
                which the assets were transferred).

                A "Transfer of Control" shall mean an Ownership Change in which
                the shareholders of the Control Company before such Ownership
                Change do not retain, directly or indirectly, at least a
                majority of the beneficial interest in the voting stock of the
                Control Company. In the event of a Transfer of Control, any
                unexercisable and/or unvested portion of the outstanding Options
                shall be immediately exercisable and vested as of 30 days prior
                to the Transfer of Control unless the surviving, continuing,
                successor, or purchasing corporation, as the case may be (the
                "Acquiring Corporation") assumes the Company's rights and
                obligations under outstanding stock option agreements or
                substitutes options for the Acquiring Corporation's stock for
                such outstanding Options. The exercise and/or vesting of any
                Option that was permissible solely by reason of this paragraph
                10 shall be conditioned upon the consummation of the Transfer of
                Control. Any Options which are neither assumed by the Acquiring
                Corporation nor exercised as of the date of the Transfer of
                Control shall terminate effective as of the date of the Transfer
                of Control.

11.       Provision of Information.  Each Optionee shall be given access to
          ------------------------
          information concerning the Company equivalent to that information
          generally made available to the Company's common shareholders.

12.       Options Non-Transferable.  Unless otherwise provided by the Board,
          ------------------------
          during the lifetime of the Optionee, the Option shall be exercisable
          only by the Optionee, and no Option shall be assignable or
          transferable by the Optionee, except by will or by the laws of descent
          and distribution.

13.       Termination or Amendment of Plan or Options.  The Board, including any
          -------------------------------------------
          duly appointed committee of the Board, may terminate or amend the Plan
          or any Option at any time.  In any event, no amendment may adversely
          affect any then outstanding Option or any unexercised portion thereof,
          without the consent of the Optionee.
<PAGE>

                                   EXHIBIT A
                                   ---------


                               STANDARD FORM OF
                               3COM CORPORATION

                      NONQUALIFIED STOCK OPTION AGREEMENT

3Com Corporation (the "Company"), granted to the individual named below an
option to purchase certain shares of common stock of the Company, in the manner
and subject to the provisions of this Option Agreement and the 3Com Corporation
1994 Stock Option Plan (the "Plan"), all of the terms of which are incorporated
by reference herein.

     1.   Definitions:

          (a)   "Notice" shall mean the "3Com Corporation NOTICE OF GRANT OF
                STOCK OPTIONS AND GRANT AGREEMENT" which is attached hereto.

          (b)   "Optionee" shall mean the individual whose name is set forth in
                the Notice.

          (c)   "Date of Option Grant" shall mean the "Date of Grant" set forth
                in the Notice.

          (d)   "Number of Option Shares" shall mean the "Total Number of Shares
                Granted" as set forth in the Notice.  Such number of shares of
                common stock of the Company may be adjusted from time to time
                pursuant to paragraph 9 below.

          (e)   "Exercise Price" shall mean the "Option Price per Share" set
                forth in the Notice.  Such price per share as adjusted from time
                to time pursuant to paragraph 9 below.

          (f)   "Initial Exercise Date" shall be the Initial Vesting Date.

          (g)   "Initial Vesting Date" shall be the date occurring one  (1) year
                after the Date of Option Grant

          (h)   Determination of "Vested Ratio"

                (1)  Determination of "Vested Ratio" for employees outside of
                     the U.K.:

                                                           Vested Ratio
-----------------------------------------------------------------------

Prior to Initial Vesting Date                                         0

On Initial Vesting Date, for each full                              1/4
year of the Optionee's continuous
employment by a Participating Company from
the Date of Option Grant until the Initial Vesting Date

Plus
----

For each full year of the Optionee's                                1/4
<PAGE>

continuous employment by a Participating
Company from the Initial Vesting Date

In no event shall the Vested Ratio exceed 1/1.


                (2)  Determination of "Vested Ratio" for employees receiving
                     grants under the Plan or any U.K. sub-plan of the Plan:

                                              Vested Ratio
----------------------------------------------------------

Prior to Initial Vesting Date                            0

On Initial Vesting Date, for each full                 1/4
year of the Optionee's continuous
employment by a Participating Company from
the Date of Option Grant until
the Initial Vesting Date

Plus
----

For each full year of the Optionee's                   1/4
continuous emplyoment by a Participating
Company from the Initial Vesting Date

In no event shall the Vested Ratio exceed 1/1.

          (i)   "Option Term Date" shall mean the date ten (10) years after the
                Date of Option Grant.

          (j)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (k)   "Company" shall mean 3Com Corporation, a California corporation,
                and any successor corporation thereto.

          (l)   "Participating Company" shall mean (i) the Company and (ii) any
                present or future parent and/or subsidiary corporation of the
                Company while such corporation is a parent or subsidiary of the
                Company.  For purposes of this Option Agreement, a parent
                corporation and a subsidiary corporation shall be as defined in
                sections 424(e) and 424(f) of the Code.

          (m)   "Participating Company Group" shall mean at any point in time
                all corporations collectively which are then a Participating
                Company.

     2.   Status of the Option.  This Option is intended to be a nonqualified
          --------------------
          stock option and shall not be treated as an incentive stock option as
          described in Section 422 of the Code.

     3.   Administration.  All questions of interpretation concerning this
          --------------
          Option Agreement shall be determined by the Board of Directors of the
          Company (the "Board") and/or by a duly appointed committee of the
          Board having such powers as shall be specified by the Board.  Any
          subsequent references herein to the Board shall also mean the
          committee if such committee has been appointed and, unless the powers
          of the
<PAGE>

          committee have been specifically limited, the committee shall have all
          of the powers of the Board granted in the Plan, including, without
          limitation, the power to terminate or amend the Plan at any time,
          subject to the terms of the Plan and any applicable limitations
          imposed by law. All determinations by the Board shall be final and
          binding upon all persons having an interest in the Option. Any officer
          of a Participating Company shall have the authority to act on behalf
          of the Company with respect to any matter, right, obligation, or
          election which is the responsibility of or which is allocated to the
          Company herein, provided the officer has apparent authority with
          respect to such matter, right, obligation, or election.


     4.   Exercise of the Option.
          ----------------------

          (a)   Right to Exercise.  The Option shall first become exercisable on
                -----------------
                the Initial Exercise Date.  The Option shall be exercisable on
                and after the Initial Exercise Date and prior to the termination
                of the Option in the amount equal to the Number of Option Shares
                multiplied by the Vested Ratio as set forth in paragraph 1 above
                less the number of shares previously acquired upon exercise of
                the Option.  In no event shall the Option be exercisable for
                more shares than the Number of Option Shares.

          (b)   Method of Exercise.  The Option may be exercised by written
                ------------------
                notice to the Company which must state the election to exercise
                the Option, the number of shares for which the Option is being
                exercised and such other representations and agreements as to
                the Optionee's investment intent with respect to such shares as
                may be required pursuant to the provisions of this Option
                Agreement.  The written notice must be signed by the Optionee
                and must be delivered in person or by certified or registered
                mail, return receipt requested, to the Chief Financial Officer
                of the Company, or other authorized representative of the
                Participating Company Group, prior to the termination of the
                Option as set forth in paragraph 6 below, accompanied by full
                payment of the exercise price for the number of shares being
                purchased.

          (c)   Form of Payment of Exercise Price.  Such payment shall be made
                ---------------------------------
                (i) in cash, by check, or cash equivalent, (ii) by tender to the
                Company of shares of the Company's common stock owned by the
                Optionee having a value not less than the exercise price, which
                either have been owned by the Optionee for more than one (1)
                year or were not acquired, directly or indirectly, from the
                Company, (iii) by Immediate Sales Proceeds, as defined below, or
                (iv) by any combination of the foregoing.  Notwithstanding the
                foregoing, the Option may not be exercised by tender to the
                Company of shares of the Company's common stock to the extent
                such tender of stock would constitute a violation of the
                provisions of any law, regulation and/or agreement restricting
                the redemption of the Company's common stock.  "Immediate Sales
                Proceeds" shall mean the assignment in form acceptable to the
                Company of the proceeds of a sale of some or all of the shares
                acquired upon the exercise of the Option pursuant to a program
                and/or procedure approved by the Company (including, without
                limitation, through an exercise complying with the provisions of
                Regulation T as promulgated from time to time by the Board of
                Governors of the Federal Reserve System).  The Company reserves,
                at any and all times, the right, in the Company's sole and
                absolute discretion, to decline to approve any such program
                and/or procedure.
<PAGE>

          (d)   Tax Withholding.  At the time the Option is exercised, in whole
                ---------------
                or in part, or at any time thereafter as requested by the
                Company, the Optionee hereby authorizes payroll withholding and
                otherwise agrees to make adequate provision for foreign, federal
                and state tax withholding obligations of the Company, if any,
                which arise in connection with the Option, including, without
                limitation, obligations arising upon (i) the exercise, in whole
                or in part, of the Option, (ii) the transfer, in whole or in
                part, of any shares acquired on exercise of the Option, or (iii)
                the lapsing of any restriction with respect to any shares
                acquired on exercise of the Option.

          (e)   Certificate Registration.  The certificate or certificates for
                ------------------------
                the shares as to which the Option shall be exercised shall be
                registered in the name of the Optionee, or, if applicable, the
                heirs of the Optionee.

          (f)   Restrictions on Grant of the Option and Issuance of Shares.  The
                ----------------------------------------------------------
                grant of the Option and the issuance of the shares upon exercise
                of the Option shall be subject to compliance with all applicable
                requirements of federal or state law with respect to such
                securities.  The Option may not be exercised if the issuance of
                shares upon such exercise would constitute a violation of any
                applicable federal or state securities laws or other law or
                regulations.  In addition, no Option may be exercised unless (i)
                a registration statement under the Securities Act of 1933, as
                amended (the "Securities Act"), shall at the time of exercise of
                the Option be in effect with respect to the shares issuable upon
                exercise of the Option or (ii) in the opinion of legal counsel
                to the Company, the shares issuable upon exercise of the Option
                may be issued in accordance with the terms of an applicable
                exemption from the registration requirements of the Securities
                Act.  THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE
                EXERCISABLE UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
                ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION
                WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED.  As a condition
                to the exercise of the Option, the Company may require the
                Optionee to satisfy any qualifications that may be necessary or
                appropriate, to evidence compliance with any applicable law or
                regulation and to make any representation or warranty with
                respect thereto as may be requested by the Company.

          (g)   Fractional Shares.  The Company shall not be required to issue
                -----------------
                fractional shares upon the exercise of the Option.

     5.   Non-Transferability of the Option.  The Option may be exercised during
          ---------------------------------
          the lifetime of the Optionee only by the Optionee and may not be
          assigned or transferred in any manner except by will or by the laws of
          descent and distribution.

     6.   Termination of the Option.  The Option shall terminate and may no
          -------------------------
          longer be exercised on the first to occur of (a) the Option Term Date
          as defined above, (b) the last date for exercising the Option
          following termination of employment as described in paragraph 7 below,
          or (c) upon a Transfer of Control as described in paragraph 8 below.

     7.  Termination of Employment.
         -------------------------
<PAGE>

          (a)   Termination of the Option.  If the Optionee ceases to be an
                -------------------------
                employee of the Participating Company Group for any reason
                except death or disability within the meaning of section 422(c)
                of the Code, the Option, to the extent unexercised and
                exercisable by the Optionee on the date on which the Optionee
                ceased to be an employee, may be exercised by the Optionee
                within three (3) months after the date on which the Optionee's
                employment terminates, but in any event no later than the Option
                Term Date.  If the Optionee's employment with the Participating
                Company Group is terminated because of the death or disability
                of the Optionee within the meaning of section 422(c) of the
                Code, the Option, to the extent unexercised and exercisable by
                the Optionee on the date on which the Optionee ceased to be an
                employee, may be exercised by the Optionee (or the Optionee's
                legal representative) at any time prior to the expiration of
                twelve (12) months from the date the Optionee's employment
                terminated, but in any event no later than the Option Term Date.
                The Optionee's employment shall be deemed to have terminated on
                account of death if the Optionee dies within three (3) months
                after the Optionee's termination of employment.

          (b)   Termination of Employment Defined.  For purposes of this
                ---------------------------------
                paragraph 7, the Optionee's employment shall be deemed to have
                terminated either upon an actual termination of employment or
                upon the Optionee's employer ceasing to be a Participating
                Company.

          (c)   Extension if Exercise Prevented by Law.  Except as provided in
                --------------------------------------
                this paragraph 7, the Option shall terminate and may not be
                exercised after the Optionee's employment with the Participating
                Company Group terminates unless the exercise of the Option in
                accordance with this paragraph 7 is prevented by the provisions
                of paragraph 4(f) above.  If the exercise of the Option is so
                prevented, the Option shall remain exercisable until three (3)
                months after the date the Optionee is notified by the Company
                that the Option is exercisable, but in any event no later than
                the Option Term Date.

          (d)   Leave of Absence.  For purposes hereof, the Optionee's
                ----------------
                employment with the Participating Company Group shall not be
                deemed to terminate if the Optionee takes any military leave,
                sick leave, or other bona fide leave of absence approved by the
                Company of ninety (90) days or less.  In the event of a leave in
                excess of ninety (90) days, the Optionee's employment shall be
                deemed to terminate on the ninety-first (91st) day of the leave
                unless the Optionee's right to reemployment with the
                Participating Company Group remains guaranteed by statute or
                contract.  Notwithstanding the foregoing, however, a leave of
                absence shall be treated as employment for purposes of
                determining the Optionee's Vested Ratio if and only if the leave
                of absence is designated by the Company as (or required by law
                to be) a leave for which vesting credit is given.

     8.   Transfer of Control.  For purposes hereof, "Control Company" shall
          -------------------
          mean the Participating Company whose stock is subject to the Option.
          An "Ownership Change" shall be deemed to have occurred in the event
          any of the following occurs with respect to the Control Company.

          (a)   a direct or indirect sale or exchange by the shareholders of the
                Control Company of all or substantially all of the stock of the
                Control Company;
<PAGE>

          (b)   a merger in which the Control Company is a party; or

          (c)   the sale, exchange, or transfer of all or substantially all of
                the Control Company's assets (other than a sale, exchange, or
                transfer to one (1) or more corporations where the shareholders
                of the Control Company before such sale, exchange, or transfer
                retain, directly or indirectly, at least a majority of the
                beneficial interest in the voting stock of the corporation(s) to
                which the assets were transferred).

                A "Transfer of Control" shall mean an Ownership Change in which
                the shareholders of the Control Company before such Ownership
                Change do not retain, directly or indirectly, at least a
                majority of the beneficial interest in the voting stock of the
                Control Company.  In the event of a Transfer of Control, fifty
                percent (50%) of the outstanding and unvested options of
                employees shall vest when both of the following conditions are
                met:  (i) a "Transfer of Control"; and (ii) actual termination
                of employment within the ensuing 12-month period.  Otherwise,
                any unexercisable and/or unvested portion of the Option shall be
                immediately exercisable and vested as of 30 days prior to the
                Transfer of Control unless the surviving, continuing, successor,
                or purchasing corporation, as the case may be (the "Acquiring
                Corporation") assumes the Company's rights and obligations under
                this Option Agreement or substitutes options for the Acquiring
                Corporation's stock for the Option.  The exercise and/or vesting
                of any Option that was permissible solely by reason of this
                paragraph 8 shall be conditioned upon the consummation of the
                Transfer of Control.  The Option shall terminate effective as of
                the date of the Transfer of Control to the extent that the
                Option is neither assumed or substituted for by the Acquiring
                Corporation nor exercised as of the date of the Transfer of
                Control.

     9.   Effect of Change in Stock Subject to the Option.  Appropriate
          -----------------------------------------------
          adjustments shall be made in the number, exercise price and class of
          shares of stock subject to the Option in the event of a stock
          dividend, stock split, reverse stock split, combination,
          reorganization, reclassification, or like change in the capital
          structure of the Company.  In the event a majority of the shares which
          are of the same class as the shares that are subject to the Option are
          exchanged for, converted into, or otherwise become shares of another
          corporation (the "New Shares"), the Company may unilaterally amend the
          Option to provide that the Option is exercisable for New Shares.  In
          the event of any such amendment, the number of shares and the exercise
          price shall be adjusted in a fair and equitable manner.

     10.  Rights as a Shareholder or Employee.  The Optionee shall have no
          -----------------------------------
          rights as a shareholder with respect to any shares covered by the
          Option until the date of the issuance of a certificate or certificates
          for the shares for which the Option has been exercised.  No adjustment
          shall be made for dividends or distributions or other rights for which
          the record date is prior to the date such certificate or certificates
          are issued, except as provided in paragraph 9 above.  Nothing in the
          Option shall confer upon the Optionee any right to continue in the
          employ of a Participating Company or interfere in any way with any
          right of the Participating Company Group to terminate the Optionee's
          employment at any time.

     11.  Legends.  The Company may at any time place legends referencing any
          -------
          applicable federal or state securities law restrictions on all
          certificates representing shares of
<PAGE>

          stock subject to the provisions of this Option Agreement. The Optionee
          shall, at the request of the Company, promptly present to the Company
          any and all certificates representing shares acquired pursuant to the
          Option in the possession of the Optionee in order to effectuate the
          provisions of this paragraph.

     12.  Binding Effect.  This Option Agreement shall inure to the benefit of
          --------------
          and be binding upon the parties hereto and their respective heirs,
          executors, administrators, successors and assigns.

     13.  Termination or Amendment.  The Board, including any duly appointed
          ------------------------
          committee of the Board, may terminate or amend the Plan and/or the
          Option at any time; provided, however, that no such termination or
          amendment may adversely affect the Option or any unexercised portion
          hereof without the consent of the Optionee.

     14.  Integrated Agreement.  This Option Agreement constitutes the entire
          --------------------
          understanding and agreement of the Optionee and the Participating
          Company Group with respect to the subject matter contained herein, and
          there are no agreements, understandings, restrictions,
          representations, or warranties among the Optionee and the Company
          other than those as set forth or provided for herein.  To the extent
          contemplated herein, the provisions of this Option Agreement shall
          survive any exercise of the Option and shall remain in full force and
          effect.

     15.  Applicable Law.  This Option Agreement shall be governed by the laws
          --------------
          of the State of California.


The Optionee represents that the Optionee is familiar with the terms and
provisions of this Option Agreement and hereby accepts the Option subject to all
of the terms and provisions thereof.  The Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board upon
any questions arising under this Option Agreement.