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                                                                    EXHIBIT 10.3

                                          Amended and Restated September 4, 2001
                                           Amended and Restated January 20, 1998
                               Reflects 5-for-2 stock split dated July 14, 1997,
                                  2-for-1 stock split dated January 20, 1998 and
                                mergers & acquisitions through September 1, 1997

                           COMPAQ COMPUTER CORPORATION
                           1995 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE. The purposes of the Compaq Computer Corporation 1995 Equity
Incentive Plan are to promote the interests of Compaq Computer Corporation and
its stockholders by (i) attracting and retaining exceptional executive personnel
and other key employees of the Company and its Affiliates, as defined below;
(ii) motivating such employees by means of performance-related incentives to
achieve long-range performance goals; and (iii) enabling such employees to
participate in the long-term growth and financial success of the Company.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the
meanings set forth below:

"AFFILIATE" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Committee.

"AWARD" shall mean any Option, Stock Appreciation Right, Restricted Stock Award,
Performance Award or other Stock-Based Award.

"AWARD AGREEMENT" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

"BOARD" shall mean the Board of Directors of the Company.

"CHANGE IN CONTROL" shall be deemed to have occurred if: (i) any "person" as
such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than
the Company, any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of Stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities; (ii) during
any period of two consecutive years (not including any period prior to the
adoption of the Plan), individuals who at the beginning of such period
constitute the Board of Directors, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii), or (iv) of this paragraph
whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
two-year period or whose


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election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board of Directors; (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquires more than 30% of the combined voting power of the Company's then
outstanding securities shall not constitute a Change in Control of the
Company; or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets. If any of the
events enumerated in clauses (i) through (iv) occur, the Board shall
determine the effective date of the Change in Control resulting therefrom,
for purposes of the Plan. For purposes of (1) applying Awards granted on or
after September 1, 2001, (2) applying the provisions of Section 9(a) to
Awards (other than Options and Stock Appreciation Rights) granted prior to
September 1, 2001, and (3) applying the provision of Section 8(a)(i) to all
Options and Stock Appreciation Rights, whenever granted, the definition of
Change in Control set forth in this paragraph shall be revised by
substituting the phrase "a merger or consolidation of the Company with any
other corporation is consummated" for the phrase "the stockholders of the
Company approve a merger or consolidation of the Company with any other
corporation" in clause (iii) of the definition above.

"CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

"COMMITTEE" shall mean a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3, each of whom, to the extent necessary
to comply with Rule 16b-3 only, is a "Non-Employee Director " within the meaning
of Rule 16b-3. Until otherwise determined by the Board, the Human Resources
Committee designated by the Board shall be the Committee under the Plan.

"COMPANY" shall mean Compaq Computer Corporation, together with any successor
thereto.

"EMPLOYEE" shall mean an employee of the Company or of any Affiliate.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

"EXECUTIVE OFFICER" shall mean, at any time, an individual who is an executive
officer of the Company within the meaning of Exchange Act Rule 3b-7 as
promulgated and interpreted by the SEC under the Exchange Act, or any successor
rule or regulation thereto as in effect from time to time, or who is an officer
of the Company within the meaning of Exchange Act Rule 16a-1(f) as promulgated
and interpreted by the SEC under the Exchange Act, or any successor rule or
regulation thereto as in effect from time to time.

"FAIR MARKET VALUE" shall mean the fair market value of the property or other
item being valued, as determined by the Committee in its sole discretion.

"INCENTIVE STOCK OPTION" shall mean a right to purchase Shares from the Company
that is granted under Section 6 of the Plan and that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.


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"NON-QUALIFIED STOCK OPTION" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.

"OPTION" shall mean an Incentive Stock Option or a Non-Qualified Stock Option
and shall include a Restoration Option.

"OTHER STOCK-BASED AWARD" shall mean any right granted under Section 10 of the
Plan.

"PARTICIPANT" shall mean any Employee selected by the Committee to receive an
Award under the Plan.

"PERFORMANCE AWARD" shall mean any right granted under Section 9 of the Plan.

"PERSON" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.

"PLAN" shall mean this Compaq Computer Corporation 1995 Equity Incentive Plan.

"RESTORATION OPTION" shall mean an Option granted pursuant to Section 6(e) of
the Plan.

"RESTRICTED STOCK" shall mean any Share granted under Section 8 of the Plan.

"RESTRICTED STOCK UNIT" shall mean any unit granted under Section 8 of the Plan.

"RULE 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by the SEC
under the Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

"SEC" shall mean the Securities and Exchange Commission or any successor thereto
and shall include the staff thereof.

"SHARES" shall mean shares of the common stock, $.0l par value, of the Company,
or such other securities of the Company as may be designated by the Committee
from time to time.

"STOCK APPRECIATION RIGHT" shall mean any right granted under Section 7 of the
Plan.

"SUBSTITUTE AWARDS" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.

"TANDEM" shall mean Tandem Computers Incorporated.

SECTION 3. ADMINISTRATION.

     (a)  AUTHORITY OF COMMITTEE. The Plan shall be administered by the
Committee. Subject to the terms of the Plan and applicable law, and in addition
to other express powers and authorizations conferred on the Committee by the
Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to an
eligible Employee; (iii) determine the number of Shares to be covered by, or
with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled or exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited, or


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suspended and the method or methods by which Awards may be settled, exercised,
canceled, forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.

     (b)  COMMITTEE DISCRETION BINDING. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the Company, any Affiliate,
any Participant, any holder or beneficiary of any Award, any stockholder and any
Employee.

SECTION 4. SHARES AVAILABLE FOR AWARDS.

     (a)  SHARES AVAILABLE. Subject to adjustment as provided in Section 4(b),
the number of Shares with respect to which Awards may be granted under the Plan
shall be 65,682,498 million. If, after the effective date of the Plan, any
Shares covered by an Award granted under the Plan or by an award granted under
any prior stock award plan of the Company, or to which such an Award or award
relates, are forfeited, or if such an Award or award is settled for cash or
otherwise terminates or is canceled without the delivery of Shares, then the
Shares covered by such Award or award, or to which such Award or award relates,
or the number of Shares otherwise counted against the aggregate number of Shares
with respect to which Awards may be granted, to the extent of any such
settlement, forfeiture, termination or cancellation, shall again become Shares
with respect to which Awards may be granted. In the event that any Option or
other Award granted hereunder or any award granted under any prior stock award
plan of the Company is exercised through the delivery of Shares or in the event
that withholding tax liabilities arising from such Award or award are satisfied
by the withholding of Shares by the Company, the number of Shares available for
Awards under the Plan shall be increased by the number of Shares so surrendered
or withheld. Notwithstanding the foregoing and subject to adjustment as provided
in Section 4(b), no Executive Officer of the Company may receive Awards under
the Plan in any calendar year that relate to more than 2,500,000 Shares;
provided, however, a new employee who begins service as Chief Executive Officer
may receive Awards that relate to up to 5,000,000 Shares in the calendar year in
which employment with the Company begins.

     (b)  ADJUSTMENTS. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem equitable, adjust any or all of (i) the number of Shares or other
securities of the Company (or number and kind of other securities or property)
with respect to which Awards may be granted, (ii) the number of Shares or other
securities of the Company (or number and kind of other securities or property)
subject to outstanding Awards, and (iii) the grant or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case, that (A)
with respect to Awards of Incentive Stock Options no such adjustment shall be
authorized to the extent that such authority would


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cause the Plan to violate Section 422(b)(1) of the Code, as from time to time
amended and (B) with respect to any Award no such adjustment shall be authorized
to the extent that such authority would be inconsistent with the Plan's meeting
the requirements of Section 162(m) of the Code, as from time to time amended.

     (c)  SUBSTITUTE AWARDS. Any Shares underlying Substitute Awards shall not,
except in the case of Shares with respect to which Substitute Awards are granted
to Employees who are officers or directors of the Company for purposes of
Section 16 of the Exchange Act or any successor section thereto, be counted
against the Shares available for Awards under the Plan.

     (d)  SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

SECTION 5. ELIGIBILITY. Any Employee, including any officer or employee-director
of the Company or any Affiliate, who is not a member of the Committee, shall be
eligible to be designated a Participant.

SECTION 6. STOCK OPTIONS.

     (a)  GRANT. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees to whom Options shall be
granted, the number of Shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option. The Committee shall have the authority to grant Incentive Stock Options,
or to grant Non-Qualified Stock Options, or to grant both types of options. In
the case of Incentive Stock Options, the terms and conditions of such grants
shall be subject to and comply with such rules as may be prescribed by Section
422 of the Code, as from time to time amended, and any regulations implementing
such statute.

     (b)  EXERCISE PRICE. Subject to the requirement set forth in Section 6(e)
the Committee in its sole discretion shall establish the exercise price at the
time each option is granted.

     (c)  EXERCISE. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award Agreement or thereafter. The Committee may
impose such conditions with respect to the exercise of options, including
without limitation, any relating to the application of federal or state
securities laws, as it may deem necessary or advisable.

     (d)  PAYMENT. No Shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price therefor is received by the
Company. Such payment may be made in cash, or its equivalent, or, if and to the
extent permitted by the Committee, by exchanging Shares owned by the optionee
(which are not the subject of any pledge or other security interest), or by a
combination of the foregoing, provided that the combined value of all cash and
cash equivalents and the Fair Market Value of any such Shares so tendered to the
Company as of the date of such tender is at least equal to such option price.

     (e)  RESTORATION OPTIONS. In the event that any Participant delivers Shares
in payment of the exercise price of any Option granted hereunder in accordance
with Section 6(d) or of any option granted under a prior stock award plan of the
Company, or in the event that the withholding tax liability arising upon
exercise of any such Option or option by a Participant is satisfied through the
withholding by the Company of Shares otherwise deliverable upon exercise of the
Option or option, the Committee shall have the authority to grant or provide for
the automatic grant of a Restoration Option to such Participant.


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The grant of a Restoration Option shall be subject to the satisfaction of such
conditions or criteria as the Committee in its sole discretion shall establish
from time to time. A Restoration Option shall entitle the holder thereof to
purchase a number of Shares equal to the number of such Shares so delivered or
withheld upon exercise of the original Option or option. A Restoration Option
shall have a per share exercise price of not less than 100% of the per Share
Fair Market Value on the date of grant of such Restoration Option and such other
terms and conditions as the Committee in its sole discretion shall determine.

SECTION 7. STOCK APPRECIATION RIGHTS.

     (a)  GRANT. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees to whom Stock
Appreciation Rights shall be granted, the number of Shares to be covered by each
Stock Appreciation Right Award, the grant price thereof and the conditions and
limitations applicable to the exercise thereof. Stock Appreciation Rights may be
granted in tandem with another Award, in addition to another Award, or
freestanding and unrelated to another Award. Stock Appreciation Rights granted
in tandem with or in addition to an Award may be granted either at the same time
as the Award or at a later time. Stock Appreciation Rights shall not be
exercisable earlier than six months after grant, and shall have a grant price as
determined by the Committee on the date of grant.

     (b)  EXERCISE AND PAYMENT. A Stock Appreciation Right shall entitle the
Participant to receive an amount equal to the excess of the Fair Market Value of
a Share on the date of exercise of the Stock Appreciation Right over the grant
price thereof, provided that the Committee may for administrative convenience
determine that, with respect to any Stock Appreciation Right that is not related
to an Incentive Stock Option and that can only be exercised for cash during
limited periods of time in order to satisfy the conditions of Rule 16b-3, the
exercise of such Stock Appreciation Right for cash during such limited period
shall be deemed to occur for all purposes hereunder on the day during such
limited period on which the Fair Market Value of the Shares is the highest. Any
such determination by the Committee may be changed by the Committee from time to
time and may govern the exercise of Stock Appreciation Rights granted prior to
such determination as well as Stock Appreciation Rights thereafter granted. The
Committee shall determine whether a Stock Appreciation Right shall be settled in
cash, Shares or a combination of cash and Shares.

     (c)  OTHER TERMS AND CONDITIONS. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine, at or after the grant
of a Stock Appreciation Right, the term, methods of exercise, methods and form
of settlement, and any other terms and conditions of any Stock Appreciation
Right. Any such determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock Appreciation Rights
granted or exercised prior to such determination as well as Stock Appreciation
Rights granted or exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate.

SECTION 8. TERMINATION OR SUSPENSION OF EMPLOYMENT. The following provisions
shall apply in the event of the Participant's termination of employment unless
the Committee shall have provided otherwise, either at the time of the grant of
the Award or thereafter.

     (a)  NONQUALIFIED STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

          (i)  TERMINATION OF EMPLOYMENT. If the Participant's employment with
the Company or its Affiliates is terminated for any reason other than death,
permanent and total disability, or


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retirement, the Participant's right to exercise any Nonqualified Stock Option or
Stock Appreciation Right shall terminate, and such Option or Stock Appreciation
Right shall expire, on the earlier of (A) the first anniversary of such
termination of employment or (B) the date such Option or Stock Appreciation
Right would have expired had it not been for the termination of employment;
provided, however, that if, within one year following a Change in Control, the
Participant's employment is terminated in a Qualifying Termination (as defined
in subparagraph (iv) below), the Participant shall have the right to exercise
any outstanding Option or Stock Appreciation Right until the earlier of (A) the
third anniversary of such termination of employment (in the case of Options or
Stock Appreciation Rights granted prior to September 1, 2001) or the first
anniversary of the effective date of such Qualifying Termination (in the case of
Options or Stock Appreciation Rights granted on or after September 1, 2001 and
prior to the Change in Control) or (B) the date such Option or Stock
Appreciation Right would have expired had it not been for such termination of
employment. The Participant shall have the right to exercise such Option or
Stock Appreciation Right prior to such expiration to the extent it was
exercisable at the date of such termination of employment and shall not have
been exercised.

          (ii) DEATH, DISABILITY OR RETIREMENT. If the Participant's employment
with the Company or its Affiliates is terminated by death, permanent and total
disability, or retirement, the Participant or his successor (if employment is
terminated by death) shall have the right to exercise any Nonqualified Stock
Option or Stock Appreciation Right to the extent it was exercisable at the date
of such termination of employment and shall not have been exercised, but in no
event shall such option be exercisable later than the date the Option would have
expired had it not been for the termination of such employment. The meaning of
the terms "total and permanent disability" and "retirement" shall be determined
by the Committee.

          (iii) ACCELERATION AND EXTENSION OF EXERCISABILITY. Notwithstanding
the foregoing, the Committee may, in its discretion, provide (A) that an Option
granted to a Participant may terminate at a date earlier than that set forth
above, (B) that an Option granted to a Participant may terminate at a date later
than that set forth above, provided such date shall not be beyond the date the
Option would have expired had it not been for the termination of the
Participant's employment, and (C) that an Option or Stock Appreciation Right may
become immediately exercisable when it finds that such acceleration would be in
the best interests of the Company.

          (iv) DEFINITION OF QUALIFYING TERMINATION. For purposes of
subparagraph (a)(i) above, the term "Qualifying Termination" shall have the
meaning ascribed to such term in the Participant's individual employment or
severance agreement with the Company or its Affiliates. If the Participant is
not a party to an individual employment or severance agreement with the Company
or its Affiliates, the term "Qualifying Termination" shall have the meaning
ascribed to the term "Qualified Termination" in the Compaq Computer Corporation
employee severance plan, as may be amended from time to time, in which such
Participant is eligible to participate.

     (b)  INCENTIVE STOCK OPTIONS. Except as otherwise determined by the
Committee at the time of grant, if the Participant's employment with the Company
is terminated for any reason, the Participant shall have the right to exercise
any Incentive Stock Option and any related Stock Appreciation Right during the
90 days after such termination of employment to the extent it was exercisable at
the date of such termination, but in no event later than the date the option
would have expired had it not been for the termination of such employment. If
the Participant does not exercise such Option or related Stock Appreciation
Right to the full extent permitted by the preceding sentence, the remaining
exercisable portion of such Option automatically will be deemed a Nonqualified
Stock Option, and such Option and any related Stock Appreciation Right will be
exercisable during the period set forth in Section 11(a) of the Plan, provided
that in the event that employment is terminated because of death or the
Participant dies in such 90-day period, the option will continue to be an
Incentive Stock Option to the extent provided by


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Section 421 or Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder.

     (c)  LEAVE WITHOUT PAY. Any time spent by a Participant in the status of
"leave without pay" shall be disregarded for purposes of determining the extent
to which any Award or portion thereof has vested or otherwise becomes
exercisable or nonforfeitable.

SECTION 9. CHANGE IN CONTROL. Notwithstanding any other provision of the Plan to
the contrary, (a) all Awards granted prior to September 1, 2001 shall vest and
become immediately exercisable or payable, or have all restrictions lifted as
may apply to the type of Award and no outstanding Stock Appreciation Right may
be terminated, amended, or suspended upon or after a Change in Control and (b)
all Awards granted on or after September 1, 2001 shall vest and become
immediately exercisable or payable, or have all restrictions lifted as may apply
to the type of Award, upon a Qualifying Termination (as defined in Section
8(a)(iv) of the Plan) within one year following a Change in Control.

SECTION 10. AMENDMENT AND TERMINATION.

     (a)  AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without stockholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement that is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act, for which or with which the Board deems it necessary
or desirable to qualify or comply. Notwithstanding anything to the contrary
herein, the Committee may amend the Plan in such manner as may be necessary so
as to have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.

     (b)  AMENDMENTS TO AWARDS. The Committee may waive any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
any Award theretofore granted, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation, or
termination that would adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent
be effective without the consent of the affected Participant, holder, or
beneficiary.

     (c)  ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(b) hereof) affecting the Company, any Affiliate, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan; provided that no such adjustment shall be authorized to the
extent that such authority would be inconsistent with the Plan's meeting the
requirements of Section 162(m) of the Code, as from time to time amended.

     (d)  CANCELLATION. Any provision of this Plan or any Award Agreement to the
contrary notwithstanding, the Committee may cause any Award granted hereunder to
be canceled in consideration of a cash payment or alternative Award made to the
holder of such canceled Award equal in value to the Fair Market Value of such
canceled Award.


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     (e)  EMPLOYEE STATUS CHANGE TO PART-TIME. At such time as a full-time
employee becomes a part-time employee of the Company, on the next vesting date
following such status change, all Awards previously granted to such employee
will be automatically amended to reflect the vesting of all such Awards to be
reduced by one-half with respect to any portion of the Awards not yet vested.

SECTION 14. GENERAL PROVISIONS.

     (a)  NONTRANSFERABILITY. No Award shall be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant, except
by will or the laws of descent and distribution, provided, however, that an
Award may be transferable, to the extent set forth in the applicable Award
Agreement and in accordance with procedures adopted by the Committee.

     (b)  NO RIGHTS TO AWARDS. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.

     (c)  SHARE CERTIFICATES. All certificates for Shares or other securities of
the Company or any Affiliate delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares or other securities are then listed,
and any applicable Federal or state laws, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions.

     (d)  DELEGATION. Subject to the terms of the Plan and applicable law, the
Committee may delegate to one or more officers or managers of the Company or any
Affiliate, or to a committee of such officers or managers, the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to, or to alter,
discontinue, suspend, or terminate Awards held by, Employees who are not
officers or directors of the Company for purposes of Section 16 of the Exchange
Act, or any successor section thereto, or who are otherwise not subject to such
Section.

     (e)  WITHHOLDING. A participant may be required to pay to the Company or
any Affiliate and the Company or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer
made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other
Awards or other property) of any applicable withholding taxes in respect of an
Award, its exercise, or any payment or transfer under an Award or under the Plan
and to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes. The Committee may
provide for additional cash payments to holders of Awards to defray or offset
any tax arising from the grant, vesting, exercise, or payments of any Award.

     (f)  AWARD NOTICE. Each Award hereunder shall be evidenced by an Award
Notice that shall be delivered to the Participant and shall specify the terms
and conditions of the Award and any rules applicable thereto.

     (g)  NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other compensation arrangements, which may, but need not, provide for the
grant of options, restricted stock, Shares and other


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types of Awards provided for hereunder (subject to stockholder approval if such
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.

     (h)  NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Notice.

     (i)  NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be distributed under the
Plan until he or she has become the holder of such Shares.

     (j)  GOVERNING LAW. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Notice shall be
determined in accordance with the laws of the State of Delaware.

     (k)  SEVERABILITY. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

     (l)  OTHER LAWS. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder, or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has determined that any such offer,
if made, would be in compliance with all applicable requirements of the U.S.
federal securities laws and any other laws to which such offer, if made, would
be subject.

     (m)  NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

     (n)  NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

     (o)  HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.


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SECTION 15. TERM OF THE PLAN.

     (a)  EFFECTIVE DATE. The Plan shall be effective as of January 22, 1997,
subject to approval by the stockholders of the Company within one year
thereafter.

     (b)  EXPIRATION DATE. No Incentive Stock Option shall be granted under the
Plan after January 22, 1997. Unless otherwise expressly provided in the Plan or
in an applicable Award Notice, any Award granted hereunder may, and the
authority of the Board or the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award or to waive any conditions or rights
under any such Award shall, continue after the authority for grant of new Awards
hereunder has been exhausted.


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