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                                                                    EXHIBIT 10.9

                     STRATOS LIGHTWAVE, INC. 2000 STOCK PLAN
                  (AS AMENDED AND RESTATED AS OF JULY 20, 2000)


         1.       PREAMBLE.

         Stratos Lightwave, Inc., a Delaware corporation (the "Company"), hereby
establishes the Stratos Lightwave, Inc. 2000 Stock Plan (the "Plan") as a means
whereby the Company may, through awards of (i) incentive stock options ("ISOs")
within the meaning of section 422 of the Code, (ii) non-qualified stock options
("NSOs"), (iii) stock appreciation rights ("SARs"), and (iv) restricted stock
("Restricted Stock"):

                  (a)      provide selected officers, directors and employees
                           with additional incentive to promote the success of
                           the Company's business;

                  (b)      encourage such persons to remain in the service of
                           the Company; and

                  (c)      enable such persons to acquire proprietary interests
                           in the Company.

         The provisions of this Plan do not apply to or affect any option,
stock, stock appreciation right or restricted stock hereafter granted under any
other stock plan of the Company, and all such options, stock, stock appreciation
rights or restricted stock shall be governed by and subject to the applicable
provisions of the plan under which they will be granted.

         2.       DEFINITIONS AND RULES OF CONSTRUCTION.

                  2.01     "Affiliate" means any entity during any period that,
in the opinion of the Committee, the Company has a significant economic interest
in the entity.

                  2.02     "Award" means the grant of Options, SARs and/or
Restricted Stock to a Participant.

                  2.03     "Award Date" means the date upon which an Option,
SAR or Restricted Stock is awarded to a Participant under the Plan.

                  2.04     "Board" or "Board of Directors" means the board of
directors of the Company.

                  2.05     "Cause" shall mean any willful misconduct by the
Participant which affects the business reputation of the Company or willful
failure by the Participant to perform his or her material responsibilities to
the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the
Company or any Affiliate or Subsidiary). 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.


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                  2.06     "Change of Control" shall be deemed to have occurred
on the first to occur of any of the following:

                  (i)      any "person" (as such term is used in Section 13(d)
                           and 14(d)(2) of the Securities Exchange Act of 1934),
                           other than any Subsidiary or any employee benefit
                           plan of the Company or a Subsidiary or former
                           Subsidiary, is or becomes a beneficial owner,
                           directly or indirectly, of stock of the Company
                           representing 25% or more of the total voting power of
                           the Company's then outstanding stock;

                  (ii)     a tender offer (for which a filing has been made with
                           the SEC which purports to comply with the
                           requirements of Section 14(d) of the Securities
                           Exchange Act of 1934 and the corresponding SEC rules)
                           is made for the stock of the Company. In case of a
                           tender offer described in this paragraph (ii), the
                           "Change of Control" will be deemed to have occurred
                           upon the first to occur of (A) any time during the
                           offer when the person (using the definition in (i)
                           above) making the offer owns or has accepted for
                           payment stock of the Company with 25% or more of the
                           total voting power of the Company's outstanding stock
                           or (B) three business days before the offer is to
                           terminate unless the offer is withdrawn first, if the
                           person making the offer could own, by the terms of
                           the offer plus any shares owned by this person, stock
                           with 50% or more of the total voting power of the
                           Company's outstanding stock when the offer
                           terminates; or

                  (iii)    individuals who were the Board's nominees for
                           election as directors of the Company immediately
                           prior to a meeting of the shareholders of the Company
                           involving a contest for the election of directors
                           shall not constitute a majority of the Board
                           following the election.

                  2.07     "Code" means the Internal Revenue Code of 1986, as
amended from time to time or any successor thereto.

                  2.08     "Committee" means two or more directors elected by
the Board of Directors from time to time; provided, however, that in the absence
of an election by the Board, the Committee shall mean the Compensation Committee
of the Board of Directors.

                  2.09     "Common Stock" means the Common Stock of the Company,
par value $.01 per share.

                  2.10     "Company" means Stratos Lightwave, Inc., a Delaware
corporation, and any successor thereto.

                  2.11     "Exchange Act" shall mean the Securities Exchange Act
of 1934, as it exists now or from time to time may hereafter be amended.


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                  2.12     "Fair Market Value" means:

                  (i)      for the date of the final prospectus for the
                           Company's initial public offering of its Common
                           Stock, the initial public offering price set forth in
                           the final prospectus for such offering; and

                  (ii)     as of any other date, the closing price for the
                           Common Stock on that date, or if no sales occurred on
                           that date, the next trading day on which actual sales
                           occurred (as reported by the Nasdaq Stock Market
                           System or any securities exchange or automated
                           quotation system of a registered securities
                           association on which the Common Stock is then traded
                           or quoted).

                  2.13     "Good Reason" shall mean any of the following:

                  (i)      any significant diminution in the Participant's
                           title, authority, or responsibilities from and after
                           a Change of Control;

                  (ii)     any reduction in the base compensation payable to the
                           Participant from and after a Change of Control; or

                  (iii)    the relocation after a Change of Control of the
                           Company's place of business at which the Participant
                           is principally located to a location that is greater
                           than 50 miles from the site immediately prior to the
                           Change of Control.

                  2.14     "ISO" means an incentive stock option within the
meaning of section 422 of the Code.

                  2.15     "NSO" means a non-qualified stock option, which is
not intended to qualify as an incentive stock option under section 422 of the
Code.

                  2.16     "Option" means the right of a Participant, whether
granted as an ISO or an NSO, to purchase a specified number of shares of Common
Stock, subject to the terms and conditions of the Plan.

                  2.17     "Option Price" means the price per share of Common
Stock at which an Option may be exercised.

                  2.18     "Participant" means an individual to whom an Award
has been granted under the Plan.

                  2.19     "Plan" means the Stratos Lightwave, Inc. 2000 Stock
Plan, as set forth herein and from time to time amended.

                  2.20     "Restricted Stock" means the Common Stock awarded to
a Participant pursuant to Section 8 of this Plan.


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                  2.21     "SAR" means a stock appreciation right issued to a
Participant pursuant to Section 9 of this Plan.

                  2.22     "Subsidiary" means any entity during any period which
the Company owns or controls more than 50% of (i) the outstanding capital stock,
or (ii) the combined voting power of all classes of stock.

                  2.23     Rules of Construction:

                           2.23.1 GOVERNING LAW AND VENUE. The construction and
         operation of this Plan are governed by the laws of the State of
         Illinois without regard to any conflicts or choice of law rules or
         principles that might otherwise refer construction or interpretation of
         this Agreement to the substantive law of another jurisdiction, and any
         litigation arising out of this Plan shall be brought in the Circuit
         Court of the State of Illinois or the United States District Court for
         the Eastern Division of the Northern District of Illinois.

                           2.23.2 UNDEFINED TERMS. Unless the context requires
         another meaning, any term not specifically defined in this Plan is used
         in the sense given to it by the Code.

                           2.23.3 HEADINGS. All headings in this Plan are for
         reference only and are not to be utilized in construing the Plan.

                           2.23.4 CONFORMITY WITH SECTION 422. Any ISOs issued
         under this Plan are intended to qualify as incentive stock options
         described in section 422 of the Code, and all provisions of the Plan
         relating to ISOs shall be construed in conformity with this intention.
         Any NSOs issued under this Plan are not intended to qualify as
         incentive stock options described in section 422 of the Code, and all
         provisions of the Plan relating to NSOs shall be construed in
         conformity with this intention.

                           2.23.5 GENDER. Unless clearly inappropriate, all
         nouns of whatever gender refer indifferently to persons or objects of
         any gender.

                           2.23.6 SINGULAR AND PLURAL. Unless clearly
         inappropriate, singular terms refer also to the plural and vice versa.

                           2.23.7 SEVERABILITY. If any provision of this Plan is
         determined to be illegal or invalid for any reason, the remaining
         provisions are to continue in full force and effect and to be construed
         and enforced as if the illegal or invalid provision did not exist,
         unless the continuance of the Plan in such circumstances is not
         consistent with its purposes.

         3.       STOCK SUBJECT TO THE PLAN.

         Subject to adjustment as provided in Section 12 hereof, the aggregate
number of shares of Common Stock for which Awards may be issued under this Plan
may not exceed 4,500,000 shares, and the aggregate number of shares of Common
Stock for which Restricted Stock Awards may be issued under this Plan may not
exceed 1,875,000 shares. Reserved shares may be either authorized but unissued
shares or treasury shares, in the Board's discretion. If any Award shall
terminate or


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expire, as to any number of shares of Common Stock, new Awards may thereafter be
awarded with respect to such shares. Notwithstanding the foregoing, the total
number of shares of Common Stock with respect to which Awards may be granted to
any Participant in any calendar year shall not exceed 1,600,000 shares (subject
to adjustment as provided in Section 12 hereof).

         4.       ADMINISTRATION.

         The Committee shall administer the Plan. All determinations of the
Committee are made by a majority vote of its members. The Committee's
determinations are final and binding on all Participants. In addition to any
other powers set forth in this Plan, the Committee has the following powers:

                  (a)      to construe and interpret the Plan;

                  (b)      to establish, amend and rescind appropriate rules and
                           regulations relating to the Plan;

                  (c)      subject to the terms of the Plan, to select the
                           individuals who will receive Awards, the times when
                           they will receive them, the number of Options,
                           Restricted Stock and/or SARs to be subject to each
                           Award, the Option Price, the vesting schedule
                           (including any performance targets to be achieved in
                           connection with the vesting of any Award), the
                           expiration date applicable to each Award and other
                           terms, provisions and restrictions of the Awards
                           (which need not be identical) and subject to Section
                           17 hereof, to amend or modify any of the terms of
                           outstanding Awards;

                  (d)      to contest on behalf of the Company or Participants,
                           at the expense of the Company, any ruling or decision
                           on any matter relating to the Plan or to any Awards;

                  (e)      generally, to administer the Plan, and to take all
                           such steps and make all such determinations in
                           connection with the Plan and the Awards granted
                           thereunder as it may deem necessary or advisable; and

                  (f)      to determine the form in which tax withholding under
                           Section 15 of this Plan will be made (I.E., cash,
                           Common Stock or a combination thereof).

         Except to the extent prohibited by applicable law or the applicable
rules of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate
all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.


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         5.       ELIGIBLE PARTICIPANTS.

         Present and future directors, officers and employees of the Company or
any Subsidiary or Affiliate shall be eligible to participate in the Plan. The
Committee from time to time shall select those officers, directors and employees
of the Company and any Subsidiary or Affiliate of the Company who shall be
designated as Participants and shall designate in accordance with the terms of
the Plan the number, if any, of ISOs, NSOs, SARs and shares of Restricted Stock
or any combination thereof, to be awarded to each Participant.

         6.       TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTIONS.

         Subject to the terms of the Plan, the Committee, in its discretion, may
award an NSO to any Participant. Each NSO shall be evidenced by an agreement, in
such form as is approved by the Committee, and except as otherwise provided by
the Committee in such agreement, each NSO shall be subject to the following
express terms and conditions, and to such other terms and conditions, not
inconsistent with the Plan, as the Committee may deem appropriate:

                  6.01     OPTION PERIOD.  Each NSO will expire as of the
earliest of:

                           (i)      the date on which it is forfeited under the
                                    provisions of Section 11.1;

                           (ii)     10 years from the Award Date;

                           (iii)    in the case of a Participant who is an
                                    employee of the Company, a Subsidiary or an
                                    Affiliate, three months after the
                                    Participant's termination of employment with
                                    the Company and its Subsidiaries and
                                    Affiliates for any reason other than for
                                    Cause or death or total and permanent
                                    disability;

                           (iv)     in the case of a Participant who is a member
                                    of the board of directors of the Company or
                                    a Subsidiary or Affiliate, but not an
                                    employee of the Company, a Subsidiary or an
                                    Affiliate, three months after the
                                    Participant's retirement from the board for
                                    any reason other than for Cause or death or
                                    total and permanent disability or the sale,
                                    merger or consolidation, or similar
                                    extraordinary transaction involving the
                                    Company, Subsidiary or Affiliate, as the
                                    case may be;

                           (v)      immediately upon the Participant's
                                    termination of employment with the Company
                                    and its Subsidiaries and Affiliates or
                                    service on a board of directors of the
                                    Company or a Subsidiary or Affiliate for
                                    Cause;

                           (vi)     12 months after the Participant's death or
                                    total and permanent disability; or

                           (vii)    any other date specified by the Committee
                                    when the NSO is granted.


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                  6.02     OPTION PRICE. At the time granted, the Committee
shall determine the Option Price of any NSO, and in the absence of such
determination, the Option Price shall be 100 % of the Fair Market Value of the
Common Stock subject to the NSO on the Award Date.

                  6.03     VESTING. Unless otherwise determined by the Committee
and set forth in the agreement evidencing an Award, NSO Awards shall vest in
accordance with Section 11.1.

                  6.04     OTHER OPTION PROVISIONS. The form of NSO authorized
by the Plan may contain such other provisions as the Committee may from time to
time determine.

         7.       TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

         Subject to the terms of the Plan, the Committee, in its discretion, may
award an ISO to any employee of the Company or a Subsidiary. Each ISO shall be
evidenced by an agreement, in such form as is approved by the Committee, and
except as otherwise provided by the Committee, each ISO shall be subject to the
following express terms and conditions and to such other terms and conditions,
not inconsistent with the Plan, as the Committee may deem appropriate:

                  7.01     OPTION PERIOD. Each ISO will expire as of the
earliest of:

                           (i)      the date on which it is forfeited under the
                                    provisions of Section 11.1;

                           (ii)     10 years from the Award Date, except as set
                                    forth in Section 7.02 below;

                           (iii)    immediately upon the Participant's
                                    termination of employment with the Company
                                    and its Subsidiaries for Cause;

                           (iv)     three months after the Participant's
                                    termination of employment with the Company
                                    and its Subsidiaries for any reason other
                                    than for Cause or death or total and
                                    permanent disability;

                           (v)      12 months after the Participant's death or
                                    total and permanent disability; or

                           (vi)     any other date (within the limits of the
                                    Code) specified by the Committee when the
                                    ISO is granted.

Notwithstanding the foregoing provisions granting discretion to the Committee to
determine the terms and conditions of ISOs, such terms and conditions shall meet
the requirements set forth in section 422 of the Code or any successor thereto.

                  7.02     OPTION PRICE AND EXPIRATION. The Option Price of any
ISO shall be determined by the Committee at the time an ISO is granted, and
shall be no less than 100% of the Fair Market Value of the Common Stock subject
to the ISO on the Award Date; provided, however, that if an ISO is granted to a
Participant who, immediately before the grant of the ISO, beneficially owns
stock representing more than 10% of the total combined voting power of all
classes of stock


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of the Company or its parent or subsidiary corporations, the Option Price shall
be at least 110% of the Fair Market Value of the Common Stock subject to the ISO
on the Award Date and in such cases, the exercise period specified in the Option
agreement shall not exceed five years from the Award Date.

                  7.03     VESTING. Unless otherwise determined by the Committee
and set forth in the agreement evidencing an Award, ISO Awards shall vest in
accordance with Section 11.1.

                  7.04     OTHER OPTION PROVISIONS. The form of ISO authorized
by the Plan may contain such other provisions as the Committee may, from time to
time, determine; provided, however, that such other provisions may not be
inconsistent with any requirements imposed on incentive stock options under Code
section 422 and the regulations thereunder.

         8.       TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.

         Subject to the terms of the Plan, the Committee, in its discretion, may
award Restricted Stock to any Participant at no additional cost to the
Participant. Each Restricted Stock Award shall be evidenced by an agreement, in
such form as is approved by the Committee, and all shares of Common Stock
awarded to Participants under the Plan as Restricted Stock shall be subject to
the following express terms and conditions and to such other terms and
conditions, not inconsistent with the Plan, as the Committee shall deem
appropriate:

                  (a)      RESTRICTED PERIOD. Shares of Restricted Stock awarded
                           under this Section 8 may not be sold, assigned,
                           transferred, pledged or otherwise encumbered before
                           they vest.

                  (b)      VESTING. Unless otherwise determined by the Committee
                           and set forth in the agreement evidencing an Award,
                           Restricted Stock Awards under this Section 8 shall
                           vest in accordance with Section 11.2.

                  (c)      CERTIFICATE LEGEND. Each certificate issued in
                           respect of shares of Restricted Stock awarded under
                           this Section 8 shall be registered in the name of the
                           Participant and shall bear the following (or a
                           similar) legend until such shares have vested:

                                    "The transferability of this certificate and
                                    the shares of stock represented hereby are
                                    subject to the terms and conditions
                                    (including forfeiture) relating to
                                    Restricted Stock contained in Section 8 of
                                    the Stratos Lightwave, Inc. 2000 Stock Plan
                                    and an Agreement entered into between the
                                    registered owner and Stratos Lightwave, Inc.
                                    Copies of such Plan and Agreement are on
                                    file at the principal office of Stratos
                                    Lightwave, Inc."


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         9.       TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

         The Committee may, in its discretion, grant an SAR to any Participant
under the Plan. Each SAR shall be evidenced by an agreement between the Company
and the Participant, and may relate to and be associated with all or any part of
a specific ISO or NSO. An SAR shall entitle the Participant to whom it is
granted the right, so long as such SAR is exercisable and subject to such
limitations as the Committee shall have imposed, to surrender any then
exercisable portion of his SAR and, if applicable, the related ISO or NSO, in
whole or in part, and receive from the Company in exchange, without any payment
of cash (except for applicable employee withholding taxes), that number of
shares of Common Stock having an aggregate Fair Market Value on the date of
surrender equal to the product of (i) the excess of the Fair Market Value of a
share of Common Stock on the date of surrender over the Fair Market Value of the
Common Stock on the date the SARs were issued, or, if the SARs are related to an
ISO or an NSO, the per share Option Price under such ISO or NSO on the Award
Date, and (ii) the number of shares of Common Stock subject to such SAR, and, if
applicable, the related ISO or NSO or portion thereof which is surrendered.

         An SAR granted in conjunction with an ISO or NSO shall terminate on the
same date as the related ISO or NSO and shall be exercisable only if the Fair
Market Value of a share of Common Stock exceeds the Option Price for the related
ISO or NSO, and then shall be exercisable to the extent, and only to the extent,
that the related ISO or NSO is exercisable. The Committee may at the time of
granting any SAR add such additional conditions and limitations to the SAR as it
shall deem advisable, including, but not limited to, limitations on the period
or periods within which the SAR shall be exercisable and the maximum amount of
appreciation to be recognized with regard to such SAR. Any ISO or NSO or portion
thereof which is surrendered with an SAR shall no longer be exercisable. An SAR
that is not granted in conjunction with an ISO or NSO shall terminate on such
date as is specified by the Committee in the SAR agreement and shall vest in
accordance with Section 11.2. The Committee, in its sole discretion, may allow
the Company to settle all or part of the Company's obligation arising out of the
exercise of an SAR by the payment of cash equal to the aggregate Fair Market
Value of the shares of Common Stock which the Company would otherwise be
obligated to deliver.

         10.      MANNER OF EXERCISE OF OPTIONS.

         To exercise an Option in whole or in part, a Participant (or, after his
death, his executor or administrator) must give written notice to the Committee
on a form acceptable to the Committee, stating the number of shares with respect
to which he intends to exercise the Option. The Company will issue the shares
with respect to which the Option is exercised upon payment in full of the Option
Price. The Committee may permit the Option Price to be paid in cash or shares of
Common Stock held by the Participant having an aggregate Fair Market Value, as
determined on the date of delivery, equal to the Option Price. The Committee may
also permit the Option Price to be paid by any other method permitted by law,
including by delivery to the Committee from the Participant of an election
directing the Company to withhold the number of shares of Common Stock from the
Common Stock otherwise due upon exercise of the Option having an aggregate Fair
Market Value on that date equal to the Option Price. If a Participant pays the
Option Price with shares of Common Stock which were received by the Participant
upon exercise of one or more ISOs, and such Common Stock has not been held by
the Participant for at least the greater of:


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                  (a)      two years from the date the ISOs were granted; or

                  (b)      one year after the transfer of the shares of Common
                           Stock to the Participant;

the use of the shares shall constitute a disqualifying disposition and the ISO
underlying the shares used to pay the Option Price shall no longer satisfy all
of the requirements of Code section 422.

         11.      VESTING.

                  11.1     OPTIONS. A Participant may not exercise an Option
until it has become vested. The portion of an Award of Options that is vested
depends upon the period that has elapsed since the Award Date. The following
schedule applies to any Award of Options under this Plan unless the Committee
establishes a different vesting schedule on the Award Date:


                Number of Months
                ----------------
                Since Award Date               Vested Percentage
                ----------------               -----------------

              fewer than 12 months                    0.0%
                   12 months                        25.00%
                   15 months                        31.25%
                   18 months                        37.50%
                   21 months                        43.75%
                   24 months                        50.00%
                   27 months                        56.25%
                   30 months                        62.50%
                   33 months                        68.75%
                   36 months                        75.00%
                   39 months                        81.25%
                   42 months                        87.50%
                   45 months                        93.75%
              48 months or more                    100.00%

         Not withstanding the above schedule, unless otherwise determined by the
Committee and set forth in the agreement evidencing an Award, a Participant's
Awards shall become fully vested if a Participant's employment with the Company
and its Subsidiaries and Affiliates or service on the board of directors of the
Company, a Subsidiary or an Affiliate is terminated due to: (i) retirement on or
after his sixty-fifth birthday; (ii) retirement on or after his fifty-fifth
birthday with consent of the Company; (iii) retirement at any age on account of
total and permanent disability as determined by the Company; or (iv) death.
Unless the Committee otherwise provides in the applicable agreement evidencing
an Award or Section 11.3 applies, if a Participant's employment with or service
to the Company, a Subsidiary or an Affiliate terminates for any other reason,
any Awards that are not yet vested are immediately and automatically forfeited.

         A Participant's employment shall not be considered to be terminated
hereunder by reason of a transfer of his employment from the Company to a
Subsidiary or Affiliate, or vice versa, or a leave of absence approved by the
Participant's employer. A Participant's employment shall be considered to be
terminated hereunder if, as a result of a sale or other transaction, the
Participant's


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employer ceases to be a Subsidiary or Affiliate (and the Participant's employer
is or becomes an entity that is separate from the Company and its Subsidiaries
and Affiliates).



                  11.2     RESTRICTED STOCK AND SARS. The Committee shall
establish the vesting schedule to apply to any Award of Restricted Stock or SAR
that is not associated with an ISO or NSO granted under the Plan to a
Participant, and in the absence of such a vesting schedule, such Award shall
vest in accordance with Section 11.1.

                  11.3     EFFECT OF "CHANGE OF CONTROL". Notwithstanding
Sections 11.1 and 11.2 above, if within 12 months following a "Change of
Control" the employment of a Participant with the Company and its Subsidiaries
and Affiliates is terminated without Cause or the Participant resigns for Good
Reason, any Award issued to the Participant shall be fully vested, and in the
case of an Award other than a Restricted Stock Award, fully exercisable for 90
days following the date on which the Participant's service with the Company and
its Subsidiaries and Affiliates is terminated, but not beyond the date the Award
would otherwise expire but for the Participant's termination of employment.

         12.      ADJUSTMENTS TO REFLECT CHANGES IN CAPITAL STRUCTURE.

                  12.01    ADJUSTMENTS. If there is any change in the corporate
structure or shares of the Company, the Committee may make any appropriate
adjustments, including, but limited to, such adjustments deemed necessary to
prevent accretion, or to protect against dilution, in the number and kind of
shares of Common Stock with respect to which Awards may be granted under this
Plan (including the maximum number of shares of Common Stock with respect to
which Awards may be granted under this Plan in the aggregate and individually to
any Participant during any calendar year as specified in Section 3) and, with
respect to outstanding Awards, in the number and kind of shares covered thereby
and in the applicable Option Price. For the purpose of this Section 12, a change
in the corporate structure or shares of the Company includes, without
limitation, any change resulting from a recapitalization, stock split, stock
dividend, consolidation, rights offering, separation, reorganization, or
liquidation (including a partial liquidation) and any transaction in which
shares of Common Stock are changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or another
corporation.

                  12.02    CASHOUTS. In the event of an extraordinary dividend
or other distribution, merger, reorganization, consolidation, combination, sale
of assets, split up, exchange, or spin off, or other extraordinary corporate
transaction, the Committee may, in such manner and to such extent (if any) as it
deems appropriate and equitable make provision for a cash payment or for the
substitution or exchange of any or all outstanding Awards or the cash,
securities or property deliverable to the holder of any or all outstanding
Awards based upon the distribution or consideration payable to holders of Common
Stock upon or in respect of such event; provided, however, in each case, that
with respect to any ISO no such adjustment may be made that would cause the Plan
to violate section 422 of the Code (or any successor provision).


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         13.      NONTRANSFERABILITY OF AWARDS.

         ISOs are not transferable, voluntarily or involuntarily, other than by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code. During a Participant's
lifetime, his ISOs may be exercised only by him. All other Awards (other than an
ISO) are transferable by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code. With
the approval of the Committee, a Participant may transfer an Award (other than
an ISO) for no consideration to or for the benefit of one or more Family Members
of the Participant subject to such limits as the Committee may establish, and
the transferee shall remain subject to all the terms and conditions applicable
to the Award prior to such transfer. The transfer of an Award pursuant to this
Section 13 shall include a transfer of the right set forth in Section 17 hereof
to consent to an amendment or revision of the Plan and, in the discretion of the
Committee, shall also include transfer of ancillary rights associated with the
Award. For purposes of this Section 13, "Family Members" mean with respect to a
Participant, any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Participant's household (other
than a tenant or employee), a trust in which these persons have more than 50% of
the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than 50% of the voting interests.

         14.      RIGHTS AS STOCKHOLDER.

         No Common Stock may be delivered upon the exercise of any Option until
full payment has been made. A Participant has no rights whatsoever as a
stockholder with respect to any shares covered by an Option until the date of
the issuance of a stock certificate for the shares.

         15.      WITHHOLDING TAX.

         The Committee may, in its discretion and subject to such rules as it
may adopt, permit or require a Participant to pay all or a portion of the
federal, state and local taxes, including FICA and Medicare withholding tax,
arising in connection with any Awards by (i) having the Company withhold shares
of Common Stock at the minium rate legally required, (ii) tendering back shares
of Common Stock received in connection with such Award or (iii) delivering other
previously acquired shares of Common Stock having a Fair Market Value
approximately equal to the amount to be withheld.

         16.      NO RIGHT TO EMPLOYMENT.

         Participation in the Plan will not give any Participant a right to be
retained as an employee or director of the Company or its parent or
Subsidiaries, or any right or claim to any benefit under the Plan, unless the
right or claim has specifically accrued under the Plan.


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         17.      AMENDMENT OF THE PLAN.

         The Board of Directors may from time to time amend or revise the terms
of this Plan in whole or in part and may, without limitation, adopt any
amendment deemed necessary; provided, however, that no change in any Award
previously granted to a Participant may be made that would impair the rights of
the Participant without the Participant's consent.

         18.      CONDITIONS UPON ISSUANCE OF SHARES.

         An Option shall not be exercisable and a share of Common Stock shall
not be issued pursuant to the exercise of an Option, and Restricted Stock shall
not be awarded until and unless the award of Restricted Stock, exercise of such
Option and the issuance and delivery of such share pursuant thereto shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or national
securities association upon which the shares of Common Stock may then be listed
or quoted, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

         As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the shares of Common Stock are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned relevant provisions of law.

         19.     SUBSTITUTION OR ASSUMPTION OF AWARDS BY THE COMPANY.

         The Company, from time to time, also may substitute or assume
outstanding awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either (a) granting an Award
under the Plan in substitution of such other company's award, or (b) assuming
such award as if it had been granted under the Plan if the terms of such assumed
award could be applied to an Award granted under the Plan. Such substitution or
assumption shall be permissible if the holder of the substituted or assumed
award would have been eligible to be granted an Award under the Plan if the
other company had applied the rules of the Plan to such grant. In the event the
Company assumes an award granted by another company, the terms and conditions of
such award shall remain unchanged (except that the exercise price and the number
and nature of Shares issuable upon exercise of any such option will be adjusted
appropriately pursuant to section 424(a) of the Code). In the event the Company
elects to grant a new Award rather than assuming an existing option, such new
Award may be granted with a similarly adjusted exercise price.

         20.      EFFECTIVE DATE AND TERMINATION OF PLAN.

                  20.01    EFFECTIVE DATE. This Plan is effective as of the date
of its adoption by the Board of Directors; provided, however, that no Award
granted hereunder shall be effective until the date the Company's initial
underwritten public offering of its common stock has been declared effective by
the Securities Exchange Commission (the "IPO Date"), and provided further, that
any Award granted before or as of the IPO Date shall be null and void unless
approved by the Committee on or before the IPO Date.


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                  20.02    TERMINATION OF THE PLAN. The Plan will terminate 10
years after the date it is approved by the Board of Directors; provided,
however, that the Board of Directors may terminate the Plan at any time prior
thereto with respect to any shares that are not then subject to Awards.
Termination of the Plan will not affect the rights and obligations of any
Participant with respect to Awards granted before termination.


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