<PAGE>

                                  EXHIBIT 10.4


                                    SVT INC.
                            2000 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE OF PLAN

     The name of this plan is the SVT Inc. 2000 Stock Incentive Plan (the
"Plan"). The Plan was adopted by the Board (as hereinafter defined) on May 9,
2000, approved by the stockholders of the Company (as hereinafter defined) on
June 16, 2000 and amended by the Board effective April 11, 2002. The purpose of
the Plan is to provide additional incentive to those officers, employees,
nonemployee directors and consultants of the Company and its Subsidiaries (as
hereinafter defined) whose contributions are essential to the growth and success
of the Company's business, in order to strengthen the commitment of such persons
to the Company and its Subsidiaries, motivate such persons to faithfully and
diligently perform their responsibilities and attract and retain competent and
dedicated persons whose efforts will result in the long-term growth and
profitability of the Company. To accomplish such purposes, the Plan provides
that the Company may grant Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock and Restricted Stock Units and Other Awards (each as
hereinafter defined). The Plan is intended, to the extent applicable, to satisfy
the requirements of section 162(m) of the Code (as hereinafter defined) and
shall be interpreted in a manner consistent with the requirements thereof.

SECTION 2. DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:



                                       1
<PAGE>

     "Administrator" means the Board, or if and to the extent the Board does not
administer the Plan, the Committee in accordance with Section 3 hereof.

     (b) "Award" means an award of Incentive Stock Options, Nonqualified Stock
Options, Restricted Stock, Restricted Stock Units or Other Awards under the
Plan.

     (c) "Award Agreement" means, with respect to each Award, the written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

     (d) "Board" means the Board of Directors of the Company.

     (e) "Cause" means (1) the continued failure by the Participant
substantially to perform his or her duties and obligations to the Company,
including without limitation repeated refusal to follow the reasonable
directions of the employer, knowing violation of law in the course of
performance of the duties of Participant's employment with the Company, repeated
absences from work without a reasonable excuse, and intoxication with alcohol or
illegal drugs while on the Company's premises during regular business hours
(other than any such failure resulting from his or her incapacity due to
physical or mental illness); (2) fraud or material dishonesty against the
Company; (3) a conviction or plea of guilty or nolo contendre for the commission
of a felony or a crime involving material dishonesty; or (4) the failure to meet
reasonable, preestablished performance goals. Determination of Cause shall be
made by the Administrator in its sole discretion.

     (f) "Change in Capitalization" means any increase, reduction, or change or
exchange of Shares for a different number or kind of shares or other securities
or property by reason of a reclassification, recapitalization, merger,
consolidation, reorganization, issuance of warrants or rights, stock dividend,
stock split or reverse stock split, combination or exchange of shares,
repurchase of shares, change in corporate structure or otherwise; or any other
corporate action, such as declaration of a special dividend, that affects the
capitalization of the Company.

                                       2
<PAGE>

     (g) "Change in Control" means the first to occur of any one of the events
set forth in the following paragraphs:

          any Person (other than one or more Excluded Persons) is or becomes the
     "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act),
     directly or indirectly, of securities of the Company (not including in the
     securities Beneficially Owned by such Person any securities acquired
     directly from the Company) representing 30% or more of the Company's then
     outstanding securities, excluding any Person who becomes such a Beneficial
     Owner in connection with a transaction described in clause (A) of paragraph
     (iii) hereof; or

          the following individuals cease for any reason to constitute a
     majority of the number of directors then serving: individuals who, on
     August 31, 2000, constitute the Board of Directors and any new director
     (other than a director whose initial assumption of office is in connection
     with an actual or threatened election contest, including but not limited to
     a consent solicitation, relating to the election of directors of the
     Company) whose appointment or election by the Board of Directors or
     nomination for election by the Company's stockholders was approved or
     recommended by a vote of at least two-thirds (2/3) of the directors then
     still in office who either were directors on August 31, 2000 or whose
     appointment, election or nomination for election was previously so approved
     or recommended; or

          there is consummated a merger or consolidation of the Company with any
     other corporation other than (A) a merger or consolidation which results in
     the directors of the Company immediately prior to such merger or
     consolidation continuing to constitute at least a majority of the board of
     directors of the Company, the surviving entity or any parent thereof, or
     (B) a merger or consolidation effected to implement a recapitalization of
     the Company (or similar transaction) in which no Person (other than one or
     more Excluded Persons) is or becomes the Beneficial Owner, directly or
     indirectly, of securities of the Company (not including in the securities
     Beneficially Owned by such Person any


                                       3
<PAGE>

     securities acquired directly from the Company) representing 30% or more of
     the combined voting power of the Company's then outstanding securities; or

          the stockholders of the Company approve a plan of complete liquidation
     or dissolution of the Company or there is consummated an agreement for the
     sale or disposition by the Company of all or substantially all of the
     Company's assets, other than a sale or disposition by the Company of all or
     substantially all of the Company's assets to an entity at least a majority
     of the board of directors of which comprises individuals who were directors
     of the Company immediately prior to such sale or disposition.

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

     (i) "Committee" means any committee or subcommittee the Board may appoint
to administer the Plan. If at any time or to any extent the Board shall not
administer the Plan, then the functions of the Administrator specified in the
Plan shall be exercised by the Committee. The composition of the Committee shall
at all times consist solely of persons who are (i) "Nonemployee Directors" as
defined in Rule 16b-3 issued under the Exchange Act, and (ii) unless otherwise
determined by the Board, "outside directors" as defined in section 162(m) of the
Code.

     (j) "Common Stock" means the common stock, par value $.001 per share, of
the Company.

     (k) "Company" means SVT Inc., a Delaware corporation (or any successor
corporation).

     (l) "Disability" means (1) any physical or mental condition that would
qualify a Participant for a disability benefit under any long-term disability
plan maintained by the Company; (2) when used in connection with the exercise of
an Incentive Stock Option following termination of


                                       4
<PAGE>

employment, disability within the meaning of section 22(e)(3) of the Code; or
(3) such other condition as may be determined in the sole discretion of the
Administrator to constitute Disability.

     (m) "Eligible Recipient" means an officer, director, employee, consultant
or advisor of the Company or of any Parent or Subsidiary.

     (n) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     (o) "Excluded Person" shall mean any stockholder of the Company who is the
Beneficial Owner of more than 5% of the Common Stock (including Common Stock
issuable upon the conversion or exercise of any other equity security of the
Company) as of the Effective Date and any of their respective affiliates.

     (p) "Exercise Price" means the per share price at which a holder of an
Option may purchase the Shares issuable upon exercise of the Option.

     (q) "Fair Market Value" as of a particular date shall mean the fair market
value of a share of Common Stock as determined by the Administrator in its sole
discretion; provided that (i) if the Common Stock is admitted to trading on a
national securities exchange, fair market value of a share of Common Stock on
any date shall be the closing sale price reported for such share on such
exchange on the last day preceding such date on which a sale was reported, (ii)
if the Common Stock is admitted to quotation on the National Association of
Securities Dealers Automated Quotation ("Nasdaq") System or other comparable
quotation system and has been designated as a National Market System ("NMS")
security, fair market value of a share of Common Stock on any date shall be the
closing sale price reported for such share on such system on the last date
preceding such date on which a sale was reported, or (iii) if the Common Stock
is admitted to quotation on the Nasdaq System but has not been designated as an
NMS security, fair market value of a share of Common Stock on any date shall be
the


                                       5
<PAGE>

average of the highest bid and lowest asked prices of such share on such system
on the last date preceding such date on which both bid and ask prices were
reported.

     (r) "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships of the Participant; trusts for the benefit of such immediate
family members; or partnerships in which such immediate family members are the
only partners.

     (s) "Incentive Stock Option" shall mean an Option that is an "incentive
stock option" within the meaning of section 422 of the Code, or any successor
provision, and that is designated by the Committee as an Incentive Stock Option.

     (t) "Nonqualified Stock Option" means any Option that is not an Incentive
Stock Option, including any Option that provides (as of the time such Option is
granted) that it will not be treated as an Incentive Stock Option.

     (u) "Option" means an Incentive Stock Option, a Nonqualified Stock Option,
or either or both of them, as the context requires.

     (v) "Other Award" means an Award granted pursuant to Section 9 hereof.

     (w) "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations in
the chain (other than the Company) owns stock possessing 50% or more of the
combined voting power of all classes of stock in one of the other corporations
in the chain.

     (x) "Participant" means any Eligible Recipient selected by the
Administrator, pursuant to the Administrator's authority in Section 3 hereof, to
receive grants of Options or awards of Restricted Stock,


                                       6
<PAGE>

Restricted Stock Units or Other Awards. A Participant who receives the grant of
an Option is sometimes referred to herein as "Optionee."

     (y) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

     (x) "Restricted Stock" means Shares subject to certain restrictions granted
pursuant to Section 8 hereof.

     (aa) "Restricted Stock Units" means the right to receive in cash or Shares
the Fair Market Value of a Share of Company Stock granted pursuant to Section 8
hereof.

     (bb) "Shares" means shares of Common Stock and any successor security.

     (cc) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 3. ADMINISTRATION.

     The Plan shall be administered by the Board or, at the Board's sole
discretion, by the Committee, which shall serve at the pleasure of the Board.
Pursuant to the terms of the Plan, the Administrator shall have the power and
authority, without limitation:

          (i)  to select those Eligible Recipients who shall be Participants;

                                       7

<PAGE>

          (ii) to determine whether and to what extent Options or awards of
     Restricted Stock, Restricted Stock Units or Other Awards are to be granted
     hereunder to Participants;

          (iii) to determine the number of Shares to be covered by each Award
     granted hereunder;

          (iv) to determine the terms and conditions, not inconsistent with the
     terms of the Plan, of each Award granted hereunder;

          (v) to determine the terms and conditions, not inconsistent with the
     terms of the Plan, which shall govern all written instruments evidencing
     Options or awards of Restricted Stock, Restricted Stock Units or Other
     Awards granted hereunder;

          (vi) to adopt, alter and repeal such administrative rules, guidelines
     and practices governing the Plan as it shall from time to time deem
     advisable; and

          (vii) to interpret the terms and provisions of the Plan and any Award
     issued under the Plan (and any Award Agreement relating thereto), and to
     otherwise supervise the administration of the Plan.

     (b) The Administrator may, in its absolute discretion, without amendment to
the Plan, (i) accelerate the date on which any Option granted under the Plan
becomes exercisable, waive or amend the operation of Plan provisions respecting
exercise after termination of employment or otherwise adjust any of the terms of
such Option, and (ii) accelerate the lapse of restrictions, or waive any
condition imposed hereunder, with respect to any share of Restricted Stock or
Restricted Stock Unit or otherwise adjust any of the terms applicable to any
such Award; provided that no action under this Section 3(b) shall adversely
affect any outstanding Award without the consent of the holder thereof.

     (c) All decisions made by the Administrator pursuant to the provisions of
the Plan shall be final, conclusive and binding on all persons, including the
Company and the Participants. No member of the Board or the Committee, nor any
officer or employee of the

                                       8

<PAGE>

Company acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all members of the Board or the Committee
and each and any officer or employee of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination or interpretation.

SECTION 4. SHARES RESERVED FOR ISSUANCE UNDER THE PLAN.

         (a) The total number of shares of Common Stock reserved and available
for issuance under the Plan shall be 8,400,000 Shares. Such Shares may consist,
in whole or in part, of authorized and unissued Shares or treasury shares.

         (b) To the extent that (i) an Option expires or is otherwise cancelled
or terminated without being exercised, or (ii) any Shares subject to any award
of Restricted Stock, Restricted Stock Units or Other Awards are forfeited, such
Shares shall again be available for issuance in connection with future Awards
granted under the Plan. If any Shares have been pledged as collateral for
indebtedness incurred by a Participant in connection with the exercise of an
Option and such Shares are returned to the Company in satisfaction of such
indebtedness, such Shares shall again be available for issuance in connection
with future Awards granted under the Plan.

         (c) From and after the date that the Plan is intended to comply with
the requirements of Section 162(m) of the Code, the aggregate number of Shares
with respect to which Awards may be granted to any individual Optionee during
any fiscal year shall not exceed 4,150,000.

SECTION 5. EQUITABLE ADJUSTMENTS

         In the event of any Change in Capitalization, an equitable substitution
or proportionate adjustment shall be made in (i) the aggregate number and/or
kind of shares of common stock reserved for issuance under the Plan, (ii) the
kind, number and/or option price of shares of stock or other property subject to
outstanding Options granted under the Plan, and (iii) the kind, number and/or
purchase price of shares of stock or other property subject to outstanding
awards of Restricted Stock, Restricted Stock Units and Other Awards granted
under the Plan, in each case as may be determined by the Administrator, in its
sole discretion. Such other equitable substitutions or adjustments shall be made
as may be determined by the Administrator, in its sole


                                       9
<PAGE>

discretion. Without limiting the generality of the foregoing, in connection with
a Change in Capitalization, the Administrator may provide, in its sole
discretion, for the cancellation of any outstanding Awards in exchange for
payment in cash or other property of the Fair Market Value of the Shares covered
by such Awards reduced, in the case of Options, by the exercised price thereof.

SECTION 6. ELIGIBILITY.

         The Participants under the Plan shall be selected from time to time by
the Administrator, in its sole discretion, from among Eligible Recipients. The
Administrator shall have the authority to grant to any Eligible Recipient
Incentive Stock Options, Nonqualified Stock Options, Restricted Stock,
Restricted Stock Units or Other Awards, provided that directors of the Company
or any Parent or Subsidiary who are not also employees of the Company or of any
Parent or Subsidiary, and consultants or advisors to the Company or to any
Parent or Subsidiary may not be granted Incentive Stock Options.

SECTION 7. OPTIONS.

         (a) General. Options may be granted alone or in addition to other
Awards granted under the Plan. Any Option granted under the Plan shall be
evidenced by an Award Agreement in such form as the Administrator may from time
to time approve. The provisions of each Option need not be the same with respect
to each Participant. Participants who are granted Options shall enter into an
Award Agreement with the Company, in such form as the Administrator shall
determine, which Award Agreement shall set forth, among other things, the
Exercise Price of the Option, the term of the Option and provisions regarding
exercisability of the Option granted thereunder. The Options granted under the
Plan may be of two types: (i) Incentive Stock Options and (ii) Nonqualified
Stock Options. To the extent that any Option does not qualify as an Incentive
Stock Option, it shall constitute a separate Nonqualified Stock Option. More
than one Option may be granted to the same Participant and be outstanding
concurrently hereunder. Options granted under the Plan shall be subject to the
terms and conditions set forth in paragraphs (b)-(l) of this Section 7 and shall
contain such additional terms


                                       10
<PAGE>

and conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable.

         (b) Exercise Price. The per share Exercise Price of Shares purchasable
under an Option shall be determined by the Administrator in its sole discretion
at the time of grant but shall not, in the case of Incentive Stock Options, be
less than 100% of the Fair Market Value per Share on such date (110% of the Fair
Market Value per Share on such date if, on such date, the Eligible Recipient
owns (or is deemed to own under the Code) stock possessing more than ten percent
(a "Ten Percent Owner") of the total combined voting power of all classes of
Common Stock).

         (c) Option Term. The term of each Option shall be fixed by the
Administrator, but no Option shall be exercisable more than ten years after the
date such Option is granted. If, the Eligible Participant is a Ten Percent
Owner, an Incentive Stock Option may not be exercisable after the expiration of
five years from the date such Incentive Stock Option is granted.

         (d) Exercisability. Options shall be exercisable at such time or times
and subject to such terms and conditions, including the attainment of
preestablished corporate performance goals, as shall be determined by the
Administrator in the Award Agreement or after the time of grant, provided that
no action under this Section 7(d) following the time of grant shall adversely
affect any outstanding Option without the consent of the holder thereof. The
Administrator may also provide that any Option shall be exercisable only in
installments, and the Administrator may waive such installment exercise
provisions at any time, in whole or in part, based on such factors as the
Administrator may determine in its sole discretion.

         (e) Early Exercise. The Administrator may provide at the time of grant
or any time thereafter, in its sole discretion, that any Option shall be
exercisable with respect to Shares that otherwise would not then be exercisable,
provided that, in connection with such exercise, the Optionee enters into a form
of Restricted Stock Award Agreement approved by the Administrator.

         (f) Method of Exercise. Options may be exercised in whole or in part by
giving written notice of exercise to the Company specifying the number of Shares
to be purchased,


                                       11
<PAGE>

accompanied by payment in full of the aggregate Exercise Price of the Shares so
purchased in cash or its equivalent, as determined by the Administrator. As
determined by the Administrator, in its sole discretion, payment in whole or in
part may also be made (i) by means of any cashless exercise procedure approved
by the Administrator, (ii) in the form of unrestricted Shares or Restricted
Stock already owned by the Optionee which, (x) in the case of unrestricted
Shares acquired upon exercise of an option, have been owned by the Optionee for
more than six months on the date of surrender, and (y) has a Fair Market Value
on the date of surrender equal to the aggregate option price of the Shares as to
which such Option shall be exercised, provided that, in the case of an Incentive
Stock Option, the right to make payment in the form of already owned Shares or
Restricted Stock may be authorized only at the time of grant, (iii) loans
pursuant to paragraph (h) of this Section 7, (iv) any other form of
consideration approved by the Administrator and permitted by applicable law or
(v) any combination of the foregoing. If payment of the Exercise Price is made
in whole or in part in the form of Restricted Stock, the Shares received upon
the exercise of such Option shall be restricted in accordance with the original
terms of the Restricted Stock award in question, except that the Administrator
may direct that such restrictions shall apply only to that number of Shares
equal to the number of Shares surrendered upon the exercise of such Option.

         (g) Rights as Stockholder. An Optionee shall have no rights to
dividends or any other rights of a stockholder with respect to the Shares
subject to the Option until the Optionee has given written notice of exercise,
has paid in full for such Shares, has satisfied the requirements of Section 12
hereof and, if requested, has given the representation described in paragraph
(b) of Section 13 hereof.

         (h) Loans. The Company or any Parent or Subsidiary may make loans
available to Optionees in connection with the exercise of outstanding Options.
Such loans shall (i) be evidenced by promissory notes entered into by the
Optionees in favor of the Company or any Parent or Subsidiary, (ii) bear
interest at the applicable federal interest rate or such other rate as the
Administrator shall determine, (iii) be subject to such other terms and
conditions, not inconsistent with the Plan, as the Administrator shall
determine, and (iv) be subject to Board approval (or to approval by the
Administrator to the extent the Board may delegate such authority). In no event
may the principal amount of any such loan exceed the aggregate Exercise


                                       12
<PAGE>

Price less the par value (if any) of the Shares covered by the Option, or
portion thereof, exercised by the holder. Unless the Administrator determines
otherwise, when a loan is made, Shares having an aggregate Fair Market Value at
least equal to the principal amount of the loan shall be pledged by the Optionee
to the Company as security for payment of the unpaid balance of the loan, and
such pledge shall be evidenced by a pledge agreement, the terms of which shall
be determined by the Administrator, in its sole discretion; provided that each
loan shall comply with all applicable laws, regulations and rules of the Board
of Governors of the Federal Reserve System and any other governmental agency
having jurisdiction.

         (i) Nontransferability of Options. The Optionee shall not be permitted
to sell, transfer, pledge or assign any Option other than by will and the laws
of descent and distribution and all Options shall be exercisable during the
Participant's lifetime only by the Participant, in each case, except as set
forth in the following two sentences. During an Optionee's lifetime, the
Administrator may, in its discretion, permit the transfer, assignment or other
encumbrance of an outstanding Option if such Option is a Nonqualified Stock
Option or an Incentive Stock Option that the Administrator and the Participant
intend to change to a Nonqualified Stock Option. Subject to the approval of the
Administrator and to any conditions that the Administrator may prescribe, an
Optionee may, upon providing written notice to the Company, elect to transfer
any or all Options described in the preceding sentence (i) to members of his or
her Immediate Family, provided that no such transfer by any Participant may be
made in exchange for consideration, or (ii) by instrument to an inter vivos or
testamentary trust in which the Options are to be passed to beneficiaries upon
the death of the Participant.

         (j) Termination of Employment or Service. If an Optionee's employment
with or service as a director, consultant or advisor to the Company or to any
Parent or Subsidiary terminates for any other reason than Cause, (i) Options
granted to such Participant, to the extent that they are exercisable at the time
of such termination, shall remain exercisable until the date set forth in the
Award Agreement, or such later date as is otherwise determined by the
Administrator, but in no event shall such exercise period be less than 30 days
after such termination (six months in the case of termination by reason of death
or Disability), on which date they shall expire, and (ii) Options granted to
such Optionee, to the extent that they were not exercisable at the time of such
termination, shall expire on the date of such termination.

                                       13
<PAGE>

Notwithstanding the foregoing, no Option shall be exercisable after the
expiration of its term. In the event of the termination of an Optionee's
employment for Cause, all outstanding Options granted to such Participant shall
expire on the date of such termination.

         (k) Acceleration of Exercise Date Upon Change in Control. Upon the
occurrence of a Change in Control, each Option granted under the Plan and
outstanding at such time shall become fully and immediately exercisable.

         (l) Limitation on Incentive Stock Options. To the extent that the
aggregate Fair Market Value of Shares with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year under the Plan and any other stock option plan of the Company shall exceed
$100,000, such Options shall be treated as Nonqualified Stock Options. Such Fair
Market Value shall be determined as of the date on which each such Incentive
Stock Option is granted.

SECTION 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

         (a) General. Awards of Restricted Stock and Restricted Stock Units may
be issued either alone or in addition to other Awards granted under the Plan and
shall be evidenced by an Award Agreement. The Administrator shall determine the
Eligible Recipients to whom, and the time or times at which, Awards of
Restricted Stock and Restricted Stock Units shall be made; the number of Shares
and/or Units to be awarded; the price, if any, to be paid by the Participant for
the acquisition of Restricted Stock; and the Restricted Period (as defined in
Section 8(d)) applicable to awards of Restricted Stock and Restricted Stock
Units. The provisions of the awards of Restricted Stock or Restricted Stock
Units need not be the same with respect to each Participant.

         (b) Purchase Price. The price per Share, if any, that a Recipient must
pay for Shares purchasable under an award of Restricted Stock shall be
determined by the Administrator in its sole discretion at the time of grant.

                                       14
<PAGE>

         (c) Awards and Certificates. The prospective recipient of an Award of
Restricted Stock shall not have any rights with respect to any such Award,
unless and until such recipient has executed an Award Agreement evidencing the
Award and delivered a fully executed copy thereof to the Company, within such
period as the Administrator may specify after the award date. Each Participant
who is granted an award of Restricted Stock shall be issued a stock certificate
in respect of such shares of Restricted Stock, which certificate shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to any such
Award; provided that the Company may require that the stock certificates
evidencing Restricted Stock granted hereunder be held in the custody of the
Company until the restrictions thereon shall have lapsed, and that, as a
condition of any award of Restricted Stock, the Participant shall have delivered
a stock power, endorsed in blank, relating to the Shares covered by such Award.

         (d) Nontransferability. The Awards of Restricted Stock and Restricted
Stock Units granted pursuant to this Section 8 shall be subject to the
restrictions on transferability set forth in this paragraph (d). During such
period as may be set by the Administrator in the Award Agreement (the
"Restricted Period"), the Participant shall not be permitted to sell, transfer,
pledge, hypothecate or assign shares of Restricted Stock or Restricted Stock
Units awarded under the Plan except by will or the laws of descent and
distribution; provided that the Administrator may, in its sole discretion,
provide for the lapse of such restrictions in installments and may accelerate or
waive such restrictions in whole or in part based on such factors and such
circumstances as the Administrator may determine in its sole discretion. The
Administrator may also impose such other restrictions and conditions, including
the achievement of preestablished corporate performance goals, on awarded
Restricted Stock and Restricted Stock Units as it deems appropriate. In no event
shall the Restricted Period end with respect to a Restricted Stock Award or
Restricted Stock Unit Award prior to the satisfaction by the Participant of any
liability arising under Section 12 hereof. Any attempt to dispose of any
Restricted Shares in contravention of any such restrictions shall be null and
void and without effect.

         (e) Rights as a Stockholder. Except as provided in Section 8(c), the
Participant shall possess all incidents of ownership with respect to Shares of
Restricted Stock during the Restricted Period, including the right to receive or
reinvest dividends with respect to such Shares

                                       15
<PAGE>

and to vote such Shares. Certificates for unrestricted Shares shall be delivered
to the Participant promptly after, and only after, the Restricted Period shall
expire without forfeiture in respect of such awards of Restricted Stock except
as the Administrator, in its sole discretion, shall otherwise determine. A
Participant who is awarded Restricted Stock Units shall posses no incidents of
ownership with respect to the Units, provided that the Award Agreement may
provide for payments in lieu of dividends to such Participant.

         (f) Termination of Employment. The rights of Participants granted
Awards of Restricted Stock or Restricted Stock Units upon termination of
employment or service as a director, consultant or advisor to the Company or to
any Parent or Subsidiary for any reason during the Restricted Period shall be
set forth in the Award Agreement governing such Awards. The purchase price for
Shares repurchased pursuant to the Award Agreement shall be no less than price
paid by the Participant and may be paid by cancellation of any indebtedness of
the Participant to the Company. The repurchase option shall lapse at a rate
determined by the Administrator.

         (g) Early Exercise Options. The Administrator shall award Restricted
Stock to a Participant upon the Participant's early exercise of an Option under
Section 6(e) hereof. Unless otherwise determined by the Administrator, the lapse
of restrictions with respect to such Restricted Stock shall occur on the same
schedule as the Option for which the Restricted Stock was exercised.

         (h) Loans. In the sole discretion of the Administrator, loans may be
made to Participants in connection with the purchase of Restricted Stock under
substantially the same terms and conditions as provided in Section 7(h) of the
Plan with respect to the exercise of Options.

         (i) Effect of Change in Control. Upon the occurrence of a Change in
Control, all outstanding Shares of Restricted Stock and all Restricted Stock
Units which have not theretofore vested shall immediately vest and all
restrictions on such Shares shall immediately lapse.



                                       16
<PAGE>

SECTION 9. OTHER AWARDS.

         Other forms of Awards ("Other Awards") valued in whole or in part by
reference to, or otherwise based on, Common Stock may be granted either alone or
in addition to other Awards under the Plan. Subject to the provisions of the
Plan, the Administrator shall have sole and complete authority to determine the
persons to whom and the time or times at which such Other Awards shall be
granted, the number of Shares to be granted pursuant to such Other Awards and
all other conditions of such Other Awards.

SECTION 10. AMENDMENT AND TERMINATION.

         The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the rights of a
Participant under any Award theretofore granted without such Participant's
consent. Unless the Board determines otherwise, the Board shall obtain approval
of the Company's stockholders for any amendment that would require such approval
in order to satisfy the requirements of section 162(m), section 422 of the Code,
stock exchange rules or other applicable law. The Administrator may amend the
terms of any Award theretofore granted, prospectively or retroactively, but,
subject to Section 5 hereof, no such amendment shall impair the rights of any
Participant without his or her consent.


SECTION 11. UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant by the
Company, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Company.



SECTION 12. WITHHOLDING TAXES.

         Whenever cash is to be paid pursuant to an Award, the Company shall
have the right to deduct therefrom an amount sufficient to satisfy any federal,
state and local withholding tax requirements related thereto. Whenever Shares
are to be delivered pursuant to an Award, the


                                       17
<PAGE>

Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy any federal, state and local withholding
tax requirements related thereto. With the approval of the Administrator, a
Participant may satisfy the foregoing requirement by electing to have the
Company withhold from delivery Shares or by delivering already owned Shares, in
each case, having a value equal to the minimum amount of tax required to be
withheld. Such shares shall be valued at their Fair Market Value on the date of
which the amount of tax to be withheld is determined. Fractional share amounts
shall be settled in cash. Such a election may be made with respect to all or any
portion of the shares to be delivered pursuant to an Award.


SECTION 13. GENERAL PROVISIONS.

         (a) Shares shall not be issued pursuant to the exercise of any Award
granted hereunder unless the exercise of such Award and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act and the requirements of any stock exchange upon which
the Common Stock may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

         (b) The Administrator may require each person acquiring Shares to
represent to and agree with the Company in writing that such person is acquiring
the Shares without a view to distribution thereof. The certificates for such
Shares may include any legend that the Administrator deems appropriate to
reflect any restrictions on transfer.

         (c) All certificates for Shares delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock may then be listed, and any applicable federal or state
securities law, and the Administrator may cause a legend or legends to be placed
on any such certificates to make appropriate reference to such restrictions.



                                       18
<PAGE>

         (d) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval,
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan shall
not confer upon any Eligible Recipient any right to continued employment or
service with the Company or any Parent or Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or any Parent or
Subsidiary to terminate the employment or service of any of its Eligible
Recipients at any time.



SECTION 14. STOCKHOLDER APPROVAL; EFFECTIVE DATE OF PLAN.

         (a) The grant of any Award hereunder shall be contingent upon
stockholder approval of the Plan being obtained within 12 months before or after
the date the Board adopts the Plan.

         (b) Subject to the approval of the Plan by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted
by the Board, the Plan shall be effective as of May 9, 2000 (the "Effective
Date").



SECTION 15. TERM OF PLAN.

         No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the Effective Date, but Awards theretofore granted may extend
beyond that date.



                                       19