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                                                                   Exhibit 10.40

                                   AMGEN INC.


      AMENDED AND RESTATED 1997 SPECIAL NON-OFFICER EQUITY INCENTIVE PLAN


     1.   PURPOSE.
          -------

          (a)  The purpose of the 1997 Special Non-Officer Equity Incentive Plan
(the "Plan") is to provide a means by which non-Officer employees of and
consultants to Amgen Inc., a Delaware corporation (the "Company"), and employees
of and consultants to the Company's Affiliates, as defined in paragraph 1(b),
directly, or indirectly through Trusts, may be given an opportunity to benefit
from increases in value of the stock of the Company through the granting of (i)
stock options, (ii) stock bonuses, and (iii) rights to purchase restricted
stock, all as defined below.

          (b)  The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").

          (c)  The Company, by means of the Plan, seeks to retain the services
of non-Officer employees of the Company and persons serving as consultants to
the Company, to secure and retain the services of persons capable of filling
such positions, and to provide incentives for such persons to exert maximum
efforts for the success of the Company.

          (d)  The Company intends that the rights issued under the Plan ("Stock
Awards") shall, in the discretion of the Board of Directors of the Company (the
"Board") or any committee to which responsibility for administration of the Plan
has been delegated pursuant to paragraph 2(c), be either (i) stock options
granted pursuant to Section 5 hereof, which option shall not qualify as
incentive stock options as that term is used in Section 422 of the Code
("Options") or (ii) stock bonuses or rights to purchase restricted stock granted
pursuant to Section 6 hereof.

          (e)  The word "Trust" as used in the Plan shall mean a trust created
for the benefit of the employee or consultant, his or her spouse, or members of
their immediate family. The word optionee shall mean the person to whom the
option is granted or the employee or consultant for whose benefit the option is
granted to a Trust, as the context shall require.

     2.   ADMINISTRATION.
          --------------

          (a)  The Plan shall be administered by the Board unless and until the
Board delegates administration to a committee, as provided in paragraph 2(c).

          (b)  The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

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               (1)  To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how Stock Awards shall be
granted; whether a Stock Award will be an Option, a stock bonus, a right to
purchase restricted stock, or a combination of the foregoing; the provisions of
each Stock Award granted (which need not be identical), including the time or
times when a person shall be permitted to purchase or receive stock pursuant to
a Stock Award; and the number of shares with respect to which Stock Awards shall
be granted to each such person.

               (2)  To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award, in a manner
and to the extent it shall deem necessary or expedient to make the Plan fully
effective.

               (3)  To amend the Plan as provided in Section 13.

               (4)  Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of the
Company.

          (c)  The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee") which
members may be non-employee directors and outside directors. If administration
is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. Notwithstanding
anything else in this paragraph 2(c) to the contrary, at any time the Board or
the Committee may delegate to a committee of one or more members of the Board
the authority to grant or amend options to all employees or consultants or any
portion or class thereof.

          (d)  Notwithstanding anything else in the Plan to the contrary, at any
time the Board or the Committee may authorize by duly adopted resolution one or
more Officers (as defined in paragraph 4(a) below) (each a "Delegated Officer")
to take the actions described in paragraph 2(b)(1) of the Plan with respect to
Options only, subject to, and within the limitations of, the express provisions
of the Plan; provided, however, that a Delegated Officer shall not have the
             --------  -------
power to (1) grant any Options to himself, any non-employee director,
consultant, Trust, other Delegated Officer or Officer, (2) determine the time or
times when a person shall be permitted to purchase stock pursuant to the
exercise of an Option (i.e., vesting), (3) determine the exercise price of an
Option, or (4) grant any Option to a parent corporation of the Company, as
defined in Section 424(e) of the Code. The resolution authorizing a Delegated
Officer to act as such shall specify the total number of shares of Common Stock
that a Delegated Officer may grant with respect to Options. The exercise price
(including any formula by which such price or prices may be determined) and the
time or times when a person shall be permitted to purchase stock pursuant to the
exercise of an Option shall, however, be set by the Board and not by a Delegated
Officer to the extent required by Delaware General Corporation Law Section 157
or any other applicable law.

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          (e)  The term "non-employee director" shall mean a member of the Board
who (i) is not currently an officer of the Company or a parent or subsidiary of
the Company (as defined in Rule 16a-1(f) promulgated by the Securities and
Exchange Commission under Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) or an employee of the Company or a parent or
subsidiary of the Company; (ii) does not receive compensation from the Company
or a parent or subsidiary of the Company for services rendered in any capacity
other than as a member of the Board (including a consultant) in an amount
required to be disclosed to the Company's stockholders under Rule 404 of
Regulation S-K promulgated by the Securities and Exchange Commission ("Rule
404"); (iii) does not possess an interest in any other transaction required to
be disclosed under Rule 404; or (iv) is not engaged in a business relationship
required to be disclosed under Rule 404, as all of these provisions are
interpreted by the Securities and Exchange Commission under Rule 16b-3
promulgated under the Exchange Act.

          (f)  The term "outside director," as used in this Plan, shall mean an
administrator of the Plan, whether a member of the Board or of any Committee to
which responsibility for administration of the Plan has been delegated pursuant
to paragraph 2(c), who is considered to be an "outside director" in accordance
with the rules, regulations or interpretations of Section 162(m) of the Code.

     3.   SHARES SUBJECT TO THE PLAN.
          --------------------------

          (a)  Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, the stock that may be issued pursuant to Stock Awards
granted under the Plan shall not exceed in the aggregate One Hundred and One
Million (101,000,000) shares of the Company's $.0001 par value common stock (the
"Common Stock"). If any Stock Award granted under the Plan shall for any reason
expire or otherwise terminate without having been exercised in full, the Common
Stock not purchased under such Stock Award shall again become available for the
Plan. Shares repurchased by the Company pursuant to any repurchase rights
reserved by the Company pursuant to the Plan shall not be available for
subsequent issuance under the Plan.

          (b)  The Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

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

          (a)  Stock Awards may be granted to non-Officer employees of the
Company, or employees of any Affiliate, or consultants to the Company or any
Affiliate, or to Trusts of any such employee or consultant. Notwithstanding any
other provisions in this Plan to the contrary, Officers of the Company shall not
be eligible to receive Stock Awards. The term "Officer" shall include any
natural person who is elected as a corporate officer of the Company by the
Board.

          (b)  Stock Awards shall be limited to a maximum of 2,000,000 shares of
Common Stock per person per calendar year.

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     5.   TERMS OF OPTIONS.
          ----------------

          An Option granted pursuant to this Section 5 shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:

          (a)  No Option shall be exercisable after the expiration of ten (10)
years from the date it was granted.

          (b)  The exercise price of each Option shall be not less than one
hundred percent (100%) of the fair market value of the Common Stock subject to
the Option on the date the Option is granted.

          (c) The purchase price of Common Stock acquired pursuant to an Option
shall be paid, to the extent permitted by applicable statutes and regulations,
either: (i) in cash at the time the Option is exercised; or (ii) at the
discretion of the Board or the Committee, either at the time of grant or
exercise of the Option (A) by delivery to the Company of shares of Common Stock
that have been held for the period required to avoid a charge to the Company's
reported earnings and valued at the fair market value of the shares of Common
Stock on the date of exercise, (B) according to a deferred payment or other
arrangement with the person to whom the Option is granted or to whom the Option
is transferred pursuant to paragraph 5(d), or (C) in any other form of legal
consideration that may be acceptable to the Board or the Committee in their
discretion, including but not limited to payment of the purchase price pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve
Board which results in the receipt of cash (or a check) by the Company before
Common Stock is issued or, prior to the issuance of Common Stock, receipt by the
Company of evidence from the person authorized to sell the underlying stock that
they have received irrevocable instructions from the option holder to pay to the
Company the aggregate exercise price of the Option from the sale proceeds.

          In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at not less than the minimum rate
of interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

          (d)  An Option granted to a natural person shall be exercisable during
the lifetime of such person only by such person, provided that such person
during such person's lifetime may designate a Trust to be such person's
beneficiary, and such beneficiary shall, after the death of the person to whom
the Option was granted, have all the rights that such person had while living,
including the right to exercise the Option. In the absence of such designation,
after the death of the person to whom the Option is granted, the Option shall be
exercisable by the person or persons to whom the optionee's rights under such
Option pass by will or by the laws of descent and distribution.

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          (e)  The total number of shares of Common Stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). From time to time during each of such installment periods, the
Option may become exercisable ("vest") with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some or all of the
shares allotted to such period and/or any prior period as to which the Option
was not fully exercised. During the remainder of the term of the Option (if its
term extends beyond the end of the installment periods), the Option may be
exercised from time to time with respect to any shares then remaining subject to
the Option. The provisions of this paragraph 5(e) are subject to any Option
provisions governing the minimum number of shares as to which an Option may be
exercised.

          (f)  The Company may require any optionee, or any person to whom an
Option is transferred under paragraph 5(d), as a condition of exercising any
such Option: (i) to give written assurances satisfactory to the Company as to
such person's knowledge and experience in financial and business matters and/or
the employment of such person's purchaser representative who has such knowledge
and experience in financial and business matters, and that such person is
capable of evaluating, alone or together with the purchaser representative, the
merits and risks of exercising the Option; and (ii) to give written assurances
satisfactory to the Company stating that such person is acquiring the Common
Stock subject to the Option for such person's own account and not with any
present intention of selling or otherwise distributing the Common Stock. These
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if: (x) the issuance of the shares upon the exercise of the Option
has been registered under a then currently effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"); or (y) as
to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities law.

          (g)  An Option shall terminate three (3) months after termination of
the optionee's employment or relationship as a consultant with the Company or an
Affiliate, unless: (i) such termination is due to the optionee's permanent and
total disability, within the meaning of Section 422(c)(6) of the Code and with
such permanent and total disability being certified by the Social Security
Administration prior to such termination, in which case the Option may, but need
not, provide that it may be exercised at any time within one (1) year following
such termination of employment or relationship as a consultant; (ii) the
optionee dies while in the employ of or while serving as a consultant to the
Company or an Affiliate, or within not more than three (3) months after
termination of such employment or relationship as a consultant, in which case
the Option may, but need not, provide that it may be exercised at any time
within eighteen (18) months following the death of the optionee by the person or
persons to whom the optionee's rights under such Option pass by will or by the
laws of descent and distribution; or (iii) the Option by its term specifies
either (A) that it shall terminate sooner than three (3) months after
termination of the optionee's employment or relationship as a consultant with
the Company or an Affiliate; or (B) that it may be exercised more than three (3)
months after termination of the optionee's employment or relationship as a
consultant with the Company or an Affiliate. Notwithstanding any other provision
in this Plan to the contrary, (x) no portion of an Option shall be exercisable
by any person to the extent that the Company's federal income tax deduction with
respect to the exercise of such portion of the Option would be subject to

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disallowance pursuant to Section 162(m) of the Code, or any successor thereto,
and (y) subject to paragraph 5(a), if any portion of an Option is not
exercisable solely because of the preceding clause (x) on the date on which such
Option would otherwise terminate pursuant to the foregoing provisions of this
paragraph 5(g), such Option shall not terminate until three (3) months after
such Option thereafter ceases to be subject to the preceding clause (x). Subject
to the preceding sentence, any portion of an Option which is not exercisable on
the date on which an optionee's employment or relationship as a consultant with
the Company or an Affiliate ceases shall terminate immediately on such date.
This paragraph 5(g) shall not be construed to extend the term of any Option or
to permit anyone to exercise the Option after expiration of its term, nor shall
it be construed to increase the number of shares as to which any Option is
exercisable from the amount exercisable on the date of termination of the
optionee's employment or relationship as a consultant.

          (h)  The Option may, but need not, include a provision whereby the
optionee may elect at any time during the term of the optionee's employment or
relationship as a consultant with the Company or any Affiliate to exercise the
Option as to any part or all of the shares subject to the Option prior to the
stated vesting dates of the Option. Any shares so purchased from any unvested
installment or Option may be subject to a repurchase right in favor of the
Company or to any other restriction the Board or the Committee determines to be
appropriate.

          (i)  To the extent provided by the terms of an Option, each optionee
may satisfy any federal, state or local tax withholding obligation relating to
the exercise of such Option by any of the following means or by a combination of
such means: (i) tendering a cash payment; (ii) authorizing the Company to
withhold from the shares of the Common Stock otherwise issuable to the optionee
as a result of the exercise of the Option a number of shares having a fair
market value less than or equal to the amount of the Company's required minimum
statutory withholding; or (iii) delivering to the Company owned and unencumbered
shares of the Common Stock having a fair market value less than or equal to the
amount of the Company's required minimum statutory withholding.

     6.   TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.
          --------------------------------------------------------

          Each stock bonus or restricted stock purchase agreement shall be in
such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate. The terms and conditions of stock bonus or
restricted stock purchase agreements may change from time to time, and the terms
and conditions of separate agreements need not be identical, but each stock
bonus or restricted stock purchase agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions as appropriate:

          (a)  The purchase price under each stock purchase agreement shall be
such amount as the Board or Committee shall determine and designate in such
agreement. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible

                                        6

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participants in the Plan may be awarded stock pursuant to a stock bonus
agreement in consideration for past services actually rendered to the Company or
for its benefit.

               (b) No rights under a stock bonus or restricted stock purchase
agreement shall be assignable by any participant under the Plan, either
voluntarily or by operation of law, except where such assignment is required by
law or expressly authorized by the terms of the applicable stock bonus or
restricted stock purchase agreement.

               (c) The purchase price of stock acquired pursuant to a stock
purchase agreement shall be paid either: (i) in cash at the time of purchase;
(ii) at the discretion of the Board or the Committee, according to a deferred
payment or other arrangement with the person to whom the Common Stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Board or the Committee in their discretion; including but not limited to payment
of the purchase price pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which results in the receipt of cash
(or a check) by the Company before Common Stock is issued or the receipt of
irrevocable instruction to pay the aggregate exercise price of the Company from
the sales proceeds before Common Stock is issued. Notwithstanding the foregoing,
the Board or the Committee to which administration of the Plan has been
delegated may award Common Stock pursuant to a stock bonus agreement in
consideration for past services actually rendered to the Company or for its
benefit.

               (d) Shares of Common Stock sold or awarded under the Plan may,
but need not, be subject to a repurchase option in favor of the Company in
accordance with a vesting schedule to be determined by the Board or the
Committee.

               (e) In the event a person ceases to be an employee of or ceases
to serve as a consultant to the Company or an Affiliate, the Company may
repurchase or otherwise reacquire any or all of the shares of Common Stock held
by that person which have not vested as of the date of termination under the
terms of the stock bonus or restricted stock purchase agreement between the
Company and such person.

         7.    COVENANTS OF THE COMPANY.
               ------------------------

               (a) During the terms of the Stock Awards granted under the Plan,
the Company shall keep available at all times the number of shares of Common
Stock required to satisfy such Stock Awards up to the number of shares of Common
Stock authorized under the Plan.

               (b) The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be
required to issue and sell shares of Common Stock under the Stock Awards granted
under the Plan; provided, however, that this undertaking shall not require the
Company to register under the Securities Act either the Plan, any Stock Award
granted under the Plan or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority that counsel for the
Company deems necessary for the lawful issuance and sale of Common Stock under
the Plan, the

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Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Stock Awards unless and until such authority
is obtained.

         8.    USE OF PROCEEDS FROM COMMON STOCK.
               ---------------------------------

               Proceeds from the sale of Common Stock pursuant to Stock Awards
granted under the Plan shall constitute general funds of the Company.

         9.    MISCELLANEOUS.
               -------------

               (a) The Board or Committee shall have the power to accelerate the
time during which a Stock Award may be exercised or the time during which a
Stock Award or any part thereof will vest, notwithstanding the provisions in the
Stock Award stating the time during which it may be exercised or the time during
which it will vest. Each Option providing for vesting pursuant to paragraph 5(e)
shall also provide that if the employee's employment or a consultant's
affiliation with the Company or an Affiliate of the Company is terminated by
reason of death or disability (within the meaning of Title II or XVI of the
Social Security Act or comparable statute applicable to an Affiliate and with
such permanent and total disability certified by (i) the Social Security
Administration, (ii) the comparable governmental authority applicable to an
Affiliate, (iii) such other body having the relevant decision-making power
applicable to an Affiliate or (iv) an independent medical advisor appointed by
the Company, as applicable, prior to such termination), then the vesting
schedule of Options granted to such employee or consultant or to the Trusts of
such employee or consultant shall be accelerated as of the date of such
termination by twelve months for each full year the employee has been employed
by or the consultant has been affiliated with the Company and/or an Affiliate of
the Company.

               (b) Neither an optionee nor any person to whom an Option is
transferred under the provisions of the Plan shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares subject
to such Option unless and until such person has satisfied all requirements for
exercise of the Option pursuant to its terms.

               (c) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any eligible employee, consultant,
optionee or holder of Stock Awards under the Plan any right to continue in the
employ of the Company or any Affiliate or to continue acting as a consultant or
shall affect the right of the Company or any Affiliate to terminate the
employment or consulting relationship of any eligible employee, consultant,
optionee or holder of Stock Awards under the Plan with or without cause, at any
time and with or without notice. In the event that a holder of Stock Awards
under the Plan is permitted or otherwise entitled to take a leave of absence,
the Company shall have the unilateral right to (i) determine whether such leave
of absence will be treated as a termination of employment or relationship as
consultant for purposes hereof, and (ii) suspend or otherwise delay the time or
times at which exercisability or vesting would otherwise occur with respect to
any outstanding Stock Awards under the Plan.

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<PAGE>

        10.    ADJUSTMENTS UPON CERTAIN TRANSACTIONS.
               -------------------------------------

               (a)   In the event that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, reclassification, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of Common Stock or other securities of the Company (other than pursuant
to the conversion of convertible securities), issuance of warrants or other
rights to purchase Common Stock or other securities of the Company, or other
similar corporate transaction or event, in the Board's or the Committee's sole
discretion, affects the Common Stock such that an adjustment is determined by
the Board or 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 or with respect to Stock Awards, then the Committee or the Board
shall, in such manner as it may deem equitable, may make the following
adjustments to the Plan and with respect to any or all of the outstanding Stock
Awards:

                     a. the number and kind of shares of Common Stock (or other
         securities or property) with respect to which Stock Awards may be
         granted under the Plan (including, but not limited to, adjustments of
         the limitations in paragraph 3(a) on the maximum number and kind of
         shares which may be issued under the Plan and in paragraph 4(b) on the
         maximum number of shares subject to Stock Awards which can be granted
         any person in a calendar year),

                     b. the number and kind of shares of Common Stock (or other
         securities or property) subject to outstanding Stock Awards, including
         by providing, either by the terms of such Stock Awards or by action
         taken prior to the occurrence of such transaction or event, that upon
         such event, such Stock Award shall be assumed by a successor or
         survivor corporation, or a parent or subsidiary thereof, or shall be
         substituted for by similar Stock Awards covering the stock of a
         successor or survivor corporation, or a parent or subsidiary thereof,
         with appropriate adjustments as to the number and kind of shares and
         prices, and

                     c. the grant or exercise price with respect to any Stock
         Award.

               (b)   In the event that the Board or Committee adjusts any or all
of the outstanding Stock Awards by providing that such Stock Awards shall be
assumed by a successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar options, rights or awards
covering the stock of a successor or survivor corporation, or a parent or
subsidiary thereof, the Board or the Committee may, in its sole discretion,
determine that the transfer of the optionee's or other holder's employment or
consulting relationship to such successor or survivor corporation or a parent or
subsidiary thereof shall not constitute a cessation of the optionee's or
holder's employment or consulting relationship with the Company or an Affiliate
for the purposes of paragraph 5(g).

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<PAGE>

          (c)   Any adjustments made by the Board or the Committee under
paragraphs 10(a) and 10(b) shall be final, binding and conclusive on all
persons.

     11.  CHANGE OF CONTROL.
          -----------------

          (a)   Notwithstanding anything to the contrary in this Plan, in the
event of a Change in Control (as hereinafter defined), then, to the extent
permitted by applicable law: (i) the time during which Stock Awards become
vested shall automatically be accelerated so that the unvested portions of all
Stock Awards shall be vested prior to the Change in Control and (ii) the time
during which the Options may be exercised shall automatically be accelerated to
immediately prior to the Change in Control. Upon and following the acceleration
of the vesting and exercise periods, at the election of the holder of the Stock
Award, the Stock Award may be: (x) exercised (with respect to Options) or, if
the surviving or acquiring corporation agrees to assume the Stock Awards or
substitute similar stock awards, (y) assumed; or (z) replaced with substitute
stock awards. Options not exercised, substituted or assumed prior to or upon the
Change in Control shall be terminated.

          (b)   For purposes of the Plan, a "Change of Control" shall be deemed
to have occurred at any of the following times:

                (i)   upon the acquisition (other than from the Company) by any
person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act (excluding, for this purpose, the Company or its affiliates, or
any employee benefit plan of the Company or its affiliates which acquires
beneficial ownership of voting securities of the Company), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of fifty percent (50%) or more of either the then outstanding shares of Common
Stock or the combined voting power of the Company's then outstanding voting
securities entitled to vote generally in the election of directors; or

                (ii)  at the time individuals who, as of December 9, 1997,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director
subsequent to December 9, 1997, whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) shall be, for purposes of the Plan,
considered as though such person were a member of the Incumbent Board; or

                (iii) immediately prior to the consummation by the Company of a
reorganization, merger, consolidation, (in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities) or a liquidation or

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<PAGE>

dissolution of the Company or of the sale of all or substantially all of the
assets of the Company; or

                (iv) the occurrence of any other event which the Incumbent Board
in its sole discretion determines constitutes a Change of Control.

      12.  QUALIFIED DOMESTIC RELATIONS ORDERS.
           -----------------------------------

           (a)  Anything in the Plan to the contrary notwithstanding, rights
under Stock Awards may be assigned to an Alternate Payee to the extent that a
QDRO so provides. (The terms "Alternate Payee" and "QDRO" are defined in
paragraph 12(c) below.) The assignment of a Stock Award to an Alternate Payee
pursuant to a QDRO shall not be treated as having caused a new grant. If a Stock
Award is assigned to an Alternate Payee, the Alternate Payee generally has the
same rights as the grantee under the terms of the Plan; provided however, that
(i) the Stock Award shall be subject to the same vesting terms and exercise
period as if the Stock Award were still held by the grantee, and (ii) an
Alternate Payee may not transfer a Stock Award.

           (b)  In the event of the Plan administrator's receipt of a domestic
relations order or other notice of adverse claim by an Alternate Payee of a
grantee of a Stock Award, transfer of the proceeds of the exercise of such Stock
Award, whether in the form of cash, stock or other property, may be suspended.
Such proceeds shall thereafter be transferred pursuant to the terms of a QDRO or
other agreement between the grantee and Alternate Payee. A grantee's ability to
exercise a Stock Award may be barred if the Plan administrator receives a court
order directing the Plan administrator not to permit exercise.

           (c)  The word "QDRO" as used in the Plan shall mean a court order (i)
that creates or recognizes the right of the spouse, former spouse or child (an
"Alternate Payee") of an individual who is granted a Stock Award to an interest
in such Stock Award relating to marital property rights or support obligations
and (ii) that the administrator of the Plan determines would be a "qualified
domestic relations order," as that term is defined in section 414(p) of the Code
and section 206(d) of the Employee Retirement Income Security Act ("ERISA"), but
for the fact that the Plan is not a plan described in section 3(3) of ERISA.

      13.  AMENDMENT OF THE PLAN.
           ---------------------

           The Board at any time, and from time to time, may amend the Plan.
Rights and obligations under any Stock Award granted before amendment of the
Plan shall not be impaired by any amendment of the Plan, unless: (i) the Company
requests the consent of the person to whom the Stock Award was granted; and (ii)
such person consents in writing.

      14.  TERMINATION OR SUSPENSION OF THE PLAN.
           -------------------------------------

           (a)  The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on December 9, 2007. No Stock Awards
may be granted under the Plan while the Plan is suspended or after it is
terminated.

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<PAGE>

                (b) Rights and obligations under any Stock Awards granted while
the Plan is in effect shall not be impaired by suspension or termination of the
Plan, except with the consent of the person to whom the Stock Award was granted.

         15.    EFFECTIVE DATE OF PLAN.
                ----------------------

                The Plan shall become effective as determined by the Board.

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