<PAGE>

                                                                    Exhibit 10.1
                                                                    ------------

                            OPNET TECHNOLOGIES, INC.

                 Amended and Restated 2000 Stock Incentive Plan
                 ----------------------------------------------



1.   Purpose
     -------

     The purpose of this Amended and Restated 2000 Stock Incentive Plan (the
"Plan") of OPNET Technologies, Inc., a Delaware corporation (the "Company"), is
to advance the interests of the Company's stockholders by enhancing the
Company's ability to attract, retain and motivate persons who make (or are
expected to make) important contributions to the Company by providing such
persons with equity ownership opportunities and performance-based incentives and
thereby better aligning the interests of such persons with those of the
Company's stockholders.  Except where the context otherwise requires, the term
"Company" shall include any of the Company's present or future subsidiary
corporations as defined in Section 424(f) of the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder (the "Code").

2.   Eligibility
     -----------

     All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan.  Each person who has been granted an
Award under the Plan shall be deemed a "Participant."

3.   Administration, Delegation
     --------------------------

     (a) Administration by Board of Directors.  The Plan will be administered by
         ------------------------------------
the Board of Directors of the Company (the "Board").  The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency.  All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award.  No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

     (b) Appointment of Committees.  To the extent permitted by applicable law,
         -------------------------
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee").  All references in the
Plan to the "Board" shall mean the Board or a Committee of the Board to the
extent that the Board's powers or authority under the Plan have been delegated
to such Committee.
<PAGE>

4.   Stock Available for Awards
     --------------------------

     (a) Number of Shares.  Subject to adjustment under Section 8, Awards may be
         ----------------
made under the Plan for up to 3,792,061 shares of common stock, par value $0.001
per share, of the Company (the "Common Stock").

     (b) The number of shares of Common Stock available for issuance under the
Plan shall automatically increase on the first trading day of each calendar
year, beginning with the 2002 calendar year and continuing through the term of
this Plan, by an amount equal to three percent (3%) of the shares of Common
Stock outstanding on the last trading day of the preceding calendar year;

provided, however, that in no event shall any such annual increase exceed
--------  -------
1,500,000 shares.

     (c) If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

     (d) Per-Participant Limit.  Subject to adjustment under Section 8, the
         ---------------------
maximum number of shares of Common Stock with respect to which Awards may be
granted to any Participant under the Plan shall be 300,000 per calendar year.
The per-Participant limit described in this Section 4(d) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").

5.   Stock Options
     -------------

     (a) General.  The Board may grant options to purchase Common Stock (each,
         -------
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.  An Option which is not intended to be an Incentive
Stock Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

     (b) Incentive Stock Options.  An Option that the Board intends to be an
         -----------------------
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code.  The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

     (c) Exercise Price.  The Board shall establish the exercise price at the
         --------------
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise
--------  -------

                                       2
<PAGE>

price of all Incentive Stock Options shall not be less than 100% of the fair
market value of the Common Stock, as determined by the Board, at the time the
Incentive Stock Option is granted.

     (d) Duration of Options.  Each Option shall be exercisable at such times
         -------------------
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; provided, however, that no Option will be granted
                             --------  -------
for a term in excess of 10 years.

     (e) Exercise of Option.  Options may be exercised by delivery to the
         ------------------
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

     (f) Payment Upon Exercise.  Common Stock purchased upon the exercise of an
         ----------------------
Option granted under the Plan shall be paid for as follows:

          (1) in cash or by check, payable to the order of the Company;

          (2) except as the Board may, in its sole discretion, otherwise provide
in an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (ii) delivery by the Participant
to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price;

          (3) by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner approved by)
the Board in good faith ("Fair Market Value"), provided (i) such method of
payment is then permitted under applicable law and (ii) such Common Stock was
owned by the Participant at least six months prior to such delivery;

          (4) payment of such other lawful consideration as the Board may
determine; or

          (5) by any combination of the above permitted forms of payment.

6.   Restricted Stock
     ----------------

     (a) Grants.  The Board may grant Awards entitling recipients to acquire
         ------
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b) Terms and Conditions.  The Board shall determine the terms and
         --------------------
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.  Any stock certificates
issued in respect of a Restricted Stock Award shall be

                                       3
<PAGE>

registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in
blank, with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the
certificates no longer subject to such restrictions to the Participant or if the
Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant's estate.

7.   Other Stock-Based Awards
     ------------------------

     The Board shall have the right to grant other Awards based upon the Common
Stock having such terms and conditions as the Board may determine, including the
grant of shares based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock appreciation rights.

8.   Adjustments for Changes in Common Stock and Certain Other Events
     ----------------------------------------------------------------

     (a) Changes in Capitalization.  In the event of any stock split, reverse
         -------------------------
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock, other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(d), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate.  If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

     (b) Liquidation or Dissolution.  In the event of a proposed liquidation or
         --------------------------
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date.  The Board may specify the effect of a liquidation
or dissolution on any Restricted Stock Award or other Award granted under the
Plan at the time of the grant of such Award.

     (c) Acquisition and Change in Control Events
         ----------------------------------------

          (1)  Definitions
               -----------

               (a)  An "Acquisition Event" shall mean:

                                       4
<PAGE>

                    (i)  any merger or consolidation of the Company with or into
                         another entity as a result of which the Common Stock is
                         converted into or exchanged for the right to receive
                         cash, securities or other property; or

                    (ii) any exchange of shares of the Company for cash,
                         securities or other property pursuant to a statutory
                         share exchange transaction.

               (b)  A "Change in Control Event" shall mean:

                    (i)  the acquisition by an individual, entity or group
                         (within the meaning of Section 13(d)(3) or 14(d)(2) of
                         the Securities Exchange Act of 1934, as amended (the
                         "Exchange Act")  (a "Person") of beneficial ownership
                         of any capital stock of the Company if, after such
                         acquisition, such Person beneficially owns (within the
                         meaning of Rule 13d-3 promulgated under the Exchange
                         Act) more than 30% of either (x) the then-outstanding
                         shares of Common Stock of the Company (the "Outstanding
                         Company Common Stock") or (y) the combined voting power
                         of the then-outstanding securities of the Company
                         entitled to vote generally in the election of directors
                         (the "Outstanding Company Voting Securities");
                         provided, however, that for purposes of this subsection
                         --------  -------
                         (i), the following acquisitions shall not constitute a
                         Change in Control Event: (A) any acquisition directly
                         from the Company (excluding an acquisition pursuant to
                         the exercise, conversion or exchange of any security
                         exercisable for, convertible into or exchangeable for
                         Common Stock or voting securities of the Company,
                         unless the Person exercising, converting or exchanging
                         such security acquired such security directly from the
                         Company or an underwriter or agent of the Company), (B)
                         any acquisition by any employee benefit plan (or
                         related trust) sponsored or maintained by the Company
                         or any corporation controlled by the Company, (C) any
                         acquisition by any corporation pursuant to a Business
                         Combination (as defined below) which complies with
                         clauses (x) and (y)  of subsection (iii) of this
                         definition or (D) any acquisition by Marc A. Cohen or
                         Alain J. Cohen (each such party is referred to herein
                         as an "Exempt Person") of any shares of Common Stock;

                    (ii) such time as the Continuing Directors (as defined
                         below) do not constitute a majority of the Board (or,
                         if applicable, the Board of Directors of a successor
                         corporation to the

                                       5
<PAGE>

                         Company), where the term "Continuing Director" means at
                         any date a member of the Board (x) who was a member of
                         the Board on the date of the initial adoption of this
                         Plan by the Board or (y) who was nominated or elected
                         subsequent to such date by at least a majority of the
                         directors who were Continuing Directors at the time of
                         such nomination or election or whose election to the
                         Board was recommended or endorsed by at least a
                         majority of the directors who were Continuing Directors
                         at the time of such nomination or election; provided,
                                                                     --------
                         however, that there shall be excluded from this clause
                         -------
                         (y) any individual whose initial assumption of office
                         occurred as a result of an actual or threatened
                         election contest with respect to the election or
                         removal of directors or other actual or threatened
                         solicitation of proxies or consents, by or on behalf of
                         a person other than the Board; or

                  (iii)  the consummation of a merger, consolidation,
                         reorganization, recapitalization or statutory share
                         exchange involving the Company or a sale or other
                         disposition of all or substantially all of the assets
                         of the Company (a "Business Combination"), unless,
                         immediately following such Business Combination, each
                         of the following two conditions is satisfied: (x) all
                         or substantially all of the individuals and entities
                         who were the beneficial owners of the Outstanding
                         Company Common Stock and Outstanding Company Voting
                         Securities immediately prior to such Business
                         Combination beneficially own, directly or indirectly,
                         more than 50% of the then-outstanding shares of common
                         stock and the combined voting power of the then-
                         outstanding securities entitled to vote generally in
                         the election of directors, respectively, of the
                         resulting or acquiring corporation in such Business
                         Combination (which shall include, without limitation, a
                         corporation which as a result of such transaction owns
                         the Company or substantially all of the Company's
                         assets either directly or through one or more
                         subsidiaries) (such resulting or acquiring corporation
                         is referred to herein as the "Acquiring Corporation")
                         in substantially the same proportions as their
                         ownership of the Outstanding Company Common Stock and
                         Outstanding Company Voting Securities, respectively,
                         immediately prior to such Business Combination and (y)
                         no Person (excluding Exempt Persons, the Acquiring
                         Corporation or any employee benefit plan (or related
                         trust) maintained or sponsored by the Company or by the
                         Acquiring Corporation) beneficially owns, directly or

                                       6
<PAGE>

                         indirectly, 30% or more of the then-outstanding shares
                         of common stock of the Acquiring Corporation, or of the
                         combined voting power of the then-outstanding
                         securities of such corporation entitled to vote
                         generally in the election of directors (except to the
                         extent that such ownership existed prior to the
                         Business Combination).

               c)   "Good Reason" shall mean any significant diminution in the
                    Participant's title, authority, or responsibilities from and
                    after such Acquisition Event or Change in Control Event, as
                    the case may be, or any reduction in the annual cash
                    compensation payable to the Participant from and after such
                    Acquisition Event or Change in Control Event, as the case
                    may be, or the relocation of the place of business at which
                    the Participant is principally located to a location that is
                    greater than 50 miles from the current site.

               (d)  "Cause" shall mean any (i) willful failure by the
                    Participant, which failure is not cured within 30 days of
                    written notice to the Participant from the Company, to
                    perform his or her material responsibilities to the Company
                    or (ii) willful misconduct by the Participant which affects
                    the business reputation of the Company.  The Participant
                    shall be considered to have been discharged for "Cause" if
                    the Company determines, within 30 days after the
                    Participant's resignation, that discharge for Cause was
                    warranted.

          (2) Effect on Options
              -----------------

               (a)  Acquisition Event.  Upon the occurrence of an Acquisition
                    -----------------
                    Event (regardless of whether such event also constitutes a
                    Change in Control Event), or the execution by the Company of
                    any agreement with respect to an Acquisition Event
                    (regardless of whether such event will result in a Change in
                    Control Event), the Board shall provide that all outstanding
                    Options shall be assumed, or equivalent options shall be
                    substituted for, by the acquiring or succeeding corporation
                    (or an affiliate thereof); provided that if such Acquisition
                                               -------- ----
                    Event also constitutes a Change in Control Event, except to
                    the extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, such assumed or
                    substituted options shall become immediately exercisable in
                    full if, on or prior to the first anniversary of the date of
                    the consummation of the Acquisition Event, the Participant's
                    employment with the Company or the acquiring or succeeding
                    corporation is terminated for Good Reason by the Participant
                    or is terminated without Cause by the Company or the
                    acquiring or succeeding corporation.  For purposes hereof,

                                       7
<PAGE>

                    an Option shall be considered to be assumed if, following
                    consummation of the Acquisition Event, the Option confers
                    the right to purchase, for each share of Common Stock
                    subject to the Option immediately prior to the consummation
                    of the Acquisition Event, the consideration (whether cash,
                    securities or other property) received as a result of the
                    Acquisition Event by holders of Common Stock for each share
                    of Common Stock held immediately prior to the consummation
                    of the Acquisition Event (and if holders were offered a
                    choice of consideration, the type of consideration chosen by
                    the holders of a majority of the outstanding shares of
                    Common Stock); provided, however, that if the consideration
                    received as a result of the Acquisition Event is not solely
                    common stock of the acquiring or succeeding corporation (or
                    an affiliate thereof), the Company may, with the consent of
                    the acquiring or succeeding corporation, provide for the
                    consideration to be received upon the exercise of Options to
                    consist solely of common stock of the acquiring or
                    succeeding corporation (or an affiliate thereof) equivalent
                    in fair market value to the per share consideration received
                    by holders of outstanding shares of Common Stock as a result
                    of the Acquisition Event.

                         Notwithstanding the foregoing, if the acquiring or
                    succeeding corporation (or an affiliate thereof) does not
                    agree to assume, or substitute for, such Options, then the
                    Board shall, upon written notice to the Participants,
                    provide that all then unexercised Options will become
                    exercisable in full as of a specified time prior to the
                    Acquisition Event and will terminate immediately prior to
                    the consummation of such Acquisition Event, except to the
                    extent exercised by the Participants before the consummation
                    of such Acquisition Event; provided, however, that in the
                    event of an Acquisition Event under the terms of which
                    holders of Common Stock will receive upon consummation
                    thereof a cash payment for each share of Common Stock
                    surrendered pursuant to such Acquisition Event (the
                    "Acquisition Price"), then the Board may instead provide
                    that all outstanding Options shall terminate upon
                    consummation of such Acquisition Event and that each
                    Participant shall receive, in exchange therefor, a cash
                    payment equal to the amount (if any) by which (A) the
                    Acquisition Price multiplied by the number of shares of
                    Common Stock subject to such outstanding Options (whether or
                    not then exercisable) exceeds (B) the aggregate exercise
                    price of such Options.

               (b)  Change in Control Event that is not an Acquisition Event.
                    --------------------------------------------------------
                    Following the occurrence of a Change in Control Event that
                    does not also constitute an Acquisition Event, except to the
                    extent specifically

                                       8
<PAGE>

                    provided to the contrary in the instrument evidencing any
                    Option or any other agreement between a Participant and the
                    Company, each such Option shall be immediately exercisable
                    in full if, on or prior to the first anniversary of the date
                    of the consummation of the Change in Control Event, the
                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation.

          (3) Effect on Restricted Stock Awards
              ---------------------------------

               (a)  Acquisition Event that is not a Change in Control Event.
                    -------------------------------------------------------
                    Upon the occurrence of an Acquisition Event that is not a
                    Change in Control Event, the repurchase and other rights of
                    the Company under each outstanding Restricted Stock Award
                    shall inure to the benefit of the Company's successor and
                    shall apply to the cash, securities or other property which
                    the Common Stock was converted into or exchanged for
                    pursuant to such Acquisition Event in the same manner and to
                    the same extent as they applied to the Common Stock subject
                    to such Restricted Stock Award.

               (b)  Change in Control Event.  Following the occurrence of a
                    -----------------------
                    Change in Control Event (regardless of whether such event
                    also constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Restricted Stock Award or any other agreement
                    between a Participant and the Company, each such Restricted
                    Stock Award shall immediately become free from all
                    conditions or restrictions if, on or prior to the first
                    anniversary of the date of the consummation of the Change in
                    Control Event, the Participant's employment with the Company
                    or the acquiring or succeeding corporation is terminated for
                    Good Reason by the Participant or is terminated without
                    Cause by the Company or the acquiring or succeeding
                    corporation.

          (4)  Effect on Other Awards
               ----------------------

               (a)  Acquisition Event that is not a Change in Control Event. The
                    -------------------------------------------------------
                    Board shall specify the effect of an Acquisition Event that
                    is not a Change in Control Event on any other Award granted
                    under the Plan at the time of the grant of such Award.

               (b)  Change in Control Event.  Following the occurrence of a
                    -----------------------
                    Change in Control Event (regardless of whether such event
                    also constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Award or any other

                                       9
<PAGE>

                    agreement between a Participant and the Company, each such
                    Award shall immediately become fully exercisable,
                    realizable, vested or free from conditions or restrictions
                    if, on or prior to the first anniversary of the date of the
                    consummation of the Change in Control Event, the
                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation.

          (5) Limitations.  Notwithstanding the foregoing provisions of this
              -----------
Section 8(c), if the Change in Control Event is intended to be accounted for as
a "pooling of interests" for financial accounting purposes, and if the
acceleration to be effected by the foregoing provisions of this Section 8(c)
would preclude accounting for the Change in Control Event as a "pooling of
interests" for financial accounting purposes, then no such acceleration shall
occur upon the Change in Control Event.

9.   General Provisions Applicable to Awards
     ---------------------------------------

     (a) Transferability of Awards.  Except as the Board may otherwise determine
         -------------------------
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant.  References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b) Documentation.  Each Award shall be evidenced by a written instrument
         -------------
in such form as the Board shall determine.  Each Award may contain terms and
conditions in addition to those set forth in the Plan.

     (c) Board Discretion.  Except as otherwise provided by the Plan, each Award
         ----------------
may be made alone or in addition to or in relation to any other Award.  The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

     (d) Termination of Status.  The Board shall determine the effect on an
         ---------------------
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e) Withholding.  Each Participant shall pay to the Company, or make
         -----------
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability.  Except as the Board may otherwise
provide in an Award, Participants may, to the extent then permitted under
applicable law, satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating the
tax obligation,

                                       10
<PAGE>

valued at their Fair Market Value. The Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any kind otherwise due
to a Participant.

     (f) Amendment of Award.  The Board may amend, modify or terminate any
         ------------------
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     (g) Conditions on Delivery of Stock.  The Company will not be obligated to
         -------------------------------
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

     (h) Acceleration.  The Board may at any time provide that any Options shall
         ------------
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

10.  Miscellaneous
     -------------

     (a) No Right to Employment or Other Status.  No person shall have any claim
         --------------------------------------
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

     (b) No Rights as Stockholder.  Subject to the provisions of the applicable
         ------------------------
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon

                                       11
<PAGE>

such Option exercise, notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date for such stock
dividend.

     (c) Effective Date and Term of Plan.  The Plan shall become effective on
         -------------------------------
the date on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)).  No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, but Awards previously
granted may extend beyond that date.

     (d) Amendment of Plan.  The Board may amend, suspend or terminate the Plan
         -----------------
or any portion thereof at any time, provided that to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such
amendment shall have been approved by the Company's stockholders if required by
Section 162(m) (including the vote required under Section 162(m)).

     (e) Governing Law.  The provisions of the Plan and all Awards made
         -------------
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.


                              Adopted by the Board of Directors of
                              the Company on March 13, 2000.

                              Approved by the stockholders of the
                              Company on June 30, 2000.

                              On June 27, 2000, the Board of Directors approved
                              a three-for-two split of the Common Stock which
                              increased the number of shares of Common Stock
                              available for issuance under the Plan to 2,250,000
                              shares.

                              On April 23, 2001, the Board of Directors amended
                              and restated the Plan to increase the number of
                              shares of Common Stock available for issuance
                              under the Plan.

                              On September 11, 2001, the amendment and
                              restatement was approved by the stockholders of
                              the Company.

                                       12