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                                                                     Exhibit 4.4

                                    BCOM/3/

                       2001 CALIFORNIA STOCK OPTION PLAN
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                        Effective as of January 1, 2001

     1.   Purpose.
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     This plan shall be known as the Bcom/3/ California Stock Option Plan (the
"Plan").  The purpose of the Plan shall be to promote the long-term growth and
profitability of Bcom3 Group, Inc. (the "Company") and its Subsidiaries by (i)
enabling the Company to attract able persons resident in California to remain in
or to enter the employ of the Company and to provide a means whereby those
directors, officers, employees and other service providers resident in
California upon whom the responsibilities of the successful administration,
management, planning, and/or organization of the Company may rest, and whose
present and potential contributions to the welfare of the Company are of
importance, can acquire and maintain stock ownership, thereby strengthening
their concern for the long-term welfare of the Company; and (ii) providing such
directors, officers, employees and other service providers with additional
incentive and reward opportunities designed to enhance the profitable growth of
the Company over the long term. Accordingly, the Plan provides for granting
incentive or non-qualified stock options, or any combination of the foregoing,
as is best suited to the circumstances of the Company, its Subsidiaries and the
particular directors, officers, employees and other service providers, as
provided herein.

     2.   Definitions.
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     (a)  "Board of Directors" and "Board" mean the board of directors of the
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Company.

     (b)  "Cause" means the occurrence of one or more of the following events:
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          (i)   The commission of a felony or a crime involving moral turpitude
     or the commission of any other act or omission involving dishonesty,
     disloyalty or fraud with respect to the Company or any of its clients; or

          (ii)  Conduct tending to bring the Company, any of its Subsidiaries or
     any of its clients into substantial public disgrace or disrepute; or

          (iii) Substantial and repeated failure to perform duties as reasonably
     directed by the Board or one's supervisor; or

          (iv)  Gross negligence or willful misconduct with respect to the
     Company, any of its Subsidiaries or any of its clients; or

          (v)   Any material breach of the Stock Purchase Agreement, the Voting
     Trust Agreement or any written employment agreement with the Company or its
     Subsidiaries, which is not cured within 15 days after written notice of
     such breach.
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     (c)  "Change in Control" means the occurrence of one of the following
events:

          (i)   if any "person" or "group" as those terms are used in Sections
     13(d) and 14(d) of the Exchange Act or any successors thereto, other than
     an Exempt Person, is or becomes the "beneficial owner" (as defined in Rule
     13d-3 under the Exchange Act or any successor thereto), directly or
     indirectly, of securities of the Company representing 50% or more of the
     combined voting power of the Company's then outstanding securities; or

          (ii)  during any period of two consecutive years, individuals who at
     the beginning of such period constitute the Board and any new directors
     whose election by the Board or nomination for election by the Company's
     stockholders was approved by at least two-thirds of the directors then
     still in office who either were directors at the beginning of the period or
     whose election was previously so approved, cease for any reason to
     constitute a majority thereof; or

          (iii) the stockholders of the Company approve a merger or
     consolidation of the Company with any other corporation, other than a
     merger or consolidation (A) which would result in all or a portion of the
     voting securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity) more than 50% of
     the combined voting power of the voting securities of the Company or such
     surviving entity outstanding immediately after such merger or consolidation
     or (B) by which the corporate existence of the Company is not affected and
     following which the Company's chief executive officer and directors retain
     their positions with the Company (and constitute at least a majority of the
     Board); or

          (iv)  the stockholders of the Company approve a plan of complete
     liquidation of the Company or an agreement for the sale or disposition by
     the Company of all or substantially all the Company's assets, other than a
     sale to an Exempt Person.

     (d)  "Code"  means the Internal Revenue Code of 1986, as amended.

     (e)  "Committee" means the People and Compensation Committee of the Board,
which shall consist solely of two or more members of the Board.

     (f)  "Common Stock" means the Common Stock, par value $.01 per share, of
the Company, and any other shares into which such stock may be changed by reason
of a recapitalization, stock split, reorganization, merger, consolidation or any
other change in the corporate structure or capital stock of the Company.

     (g)  "Disability" means a disability that would entitle a participant to
payment of monthly disability payments under the principal disability plan of
the Company or a Subsidiary covering such participant, or as otherwise
determined by the Committee.

     (h)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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     (i)  "Exempt Person" means any employee benefit plan of the Company or a
trustee or other administrator or fiduciary holding securities under an employee
benefit plan of the Company or any voting trustee under the Voting Trust
Agreement.

     (j)  "Fair Market Value" of a share of Common Stock of the Company means,
as of any date for determination, the officially-quoted closing selling price of
a share of Common Stock of the Company (or if no selling price is quoted, the
bid price) on the principal national securities exchange on which the Common
Stock is then listed for trading (including for this purpose the NASDAQ National
Market) for the applicable trading day, or, if such date for determination is
not a trading day, as of the most recent trading day prior to the date for
determination, or, if the Common Stock is not then listed or quoted on a
national securities exchange, the fair market value of such share as then most
recently determined in good faith by the Board; provided, however, that when
Shares received upon exercise of an option are immediately sold in the open
market, the net sale price received may be used (i) to determine the Fair Market
Value of any shares used to pay the exercise price or applicable withholding
taxes, and to compute the withholding taxes, and (ii) to determine the Fair
Market Value of any Shares so sold for purposes of calculating the Option Gain
pursuant to Section 6(f) below.

     (k)  "Incentive Stock Option" means an option conforming to the
requirements of Section 422 of the Code and any successor thereto.

     (l)  "Non-Employee Director" has the meaning given to such term in Rule
16b-3 under the Exchange Act and any successor thereto.

     (m)  "Non-qualified Stock Option" means any stock option other than an
Incentive Stock Option.

     (n)  "Other Company Securities" mean securities of the Company other than
Common Stock, which may include, without limitation, unbundled stock units or
components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

     (o)  "Retirement" means retirement of a participant as defined under the
principal pension plan or retirement program of the Company or a Subsidiary
covering the participant, or termination of such person's employment on
retirement with the approval of the Committee.

     (p)  "Solicitation" means any breach by a participant of the
nonsolicitation provisions set forth in Section 11.01 of the standard form of
Stock Purchase Agreement attached hereto as Exhibit A, whether or not the
Company and the participant are actually parties to such an Agreement; provided,
however, that if, at the time for determination, the Company and the participant
are parties to a Stock Purchase Agreement containing nonsolicitation provisions
that differ from those set forth in Section 11.01 of the standard form of Stock
Purchase Agreement attached hereto as Exhibit A, then "Solicitation" shall
instead mean any breach by a participant of the particular nonsolicitation
provisions contained in such Stock Purchase Agreement.

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     (q)  "Stock Purchase Agreement" means a Stock Purchase Agreement
substantially in the form of Exhibit A.

     (r)  "Subsidiary" means a corporation or other entity of which outstanding
shares or ownership interests representing 50% or more of the combined voting
power of such corporation or other entity entitled to elect the management
thereof, or such lesser percentage as may be approved by the Committee, are
owned directly or indirectly by the Company; except solely with respect to the
issuance of Incentive Stock Options the term "Subsidiary" shall have the same
meaning as the term "subsidiary corporation" as defined in Section 424(f) of the
Code (or any successor thereto).

     (s)  "Voting Trust Agreement" means that certain Voting Trust Agreement,
amended and restated as of April 18, 2001, by and among the owners of shares of
Common Stock of the Company who are or may become party thereto and the voting
trustees thereunder, as amended from time to time.

     3.   Administration.
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     The Plan shall be administered by the Committee; provided that the Board
may, in its discretion, at any time and from time to time, resolve to administer
the Plan, in which case the term "Committee" shall be deemed to mean the Board
for all purposes herein.  Members of the Committee shall abstain from
participating in and deciding matters that directly affect their individual
ownership interests under the Plan.  In the event the Company becomes a
"publicly-held corporation" as defined in Section 162(m)(2) of the Code, the
Company may establish a committee of outside directors meeting the requirements
of Code Section 162(m) to (i) approve the grant of options that might reasonably
be anticipated to result in the payment of employee remuneration that would
otherwise exceed the limit on employee remuneration deductible for income tax
purposes by the Company pursuant to Code Section 162(m) and (ii) administer the
Plan.  In such event, the powers reserved to the Committee in the Plan shall be
exercised by such compensation committee. In addition, options under the Plan
shall be granted upon satisfaction of the conditions to such grants provided
pursuant to Code Section 162(m) and any Treasury Regulations promulgated
thereunder.

     Subject to the provisions of the Plan, the Committee shall be authorized to
(i) select persons to participate in the Plan, (ii) determine the form and
substance of grants made under the Plan to each participant, and the conditions
and restrictions, if any, subject to which such grants will be made, (iii)
certify that the conditions and restrictions applicable to any grant have been
met, (iv) interpret the Plan and grants made thereunder, and (v) adopt, amend,
or rescind such rules and regulations, and make such other determinations, for
carrying out the Plan as it may deem appropriate.  Decisions of the Committee on
all matters relating to the Plan shall be in the Committee's sole discretion and
shall be conclusive and binding on all parties.  The validity, construction, and
effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with applicable federal and state laws and rules and
regulations promulgated pursuant thereto.  No member of the Committee and no
officer of the Company shall be liable for any action taken  or omitted to be
taken by such member, by any other member of the Committee or by any officer of
the Company in connection with the performance of duties under the Plan, except
for such person's own willful misconduct or as expressly provided by statute.

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     The expenses of the Plan shall be borne by the Company.  The Plan shall not
be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and
rights to the payment of such awards shall be no greater than the rights of the
Company's general creditors.

     4.   Shares Available for the Plan.
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     Subject to adjustments as provided in Section 12, an aggregate of 75,000
shares of Common Stock (the "Shares") may be issued pursuant to the Plan.  The
aggregate number of Shares that may be issued to any person under the Plan shall
not exceed 40,000 Shares.  All or some of the Shares may be authorized and
unissued or held by the Company as treasury shares.  If any grant under the Plan
expires or terminates unexercised, becomes unexercisable or is forfeited as to
any Shares, or is tendered or withheld as to any Shares in payment of the
exercise price of the grant or the taxes payable with respect to the exercise,
then such unpurchased, forfeited, tendered or withheld Shares shall thereafter
be available for further grants under the Plan.  Any Shares that remain unissued
and that are not subject to outstanding options at the termination of the Plan
shall cease to be subject to the Plan but, until termination of the Plan, the
Company shall at all times reserve a sufficient number of Shares to meet the
requirements of the Plan.

     Without limiting the generality of the foregoing provisions of this Section
4 or the generality of the provisions of Sections 3, 6 or 14 or any other
section of this Plan, the Committee may, at any time or from time to time, and
on such terms and conditions (that are consistent with and not in contravention
of the other provisions of the Plan) as the Committee may, in its sole
discretion, determine, enter into agreements (or take other actions with respect
to the options) for new options containing terms (including exercise prices)
more (or less) favorable than the outstanding options.

     5.   Participation.
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     Participation in the Plan shall be limited to those directors (including
Non-Employee Directors), officers (including non-employee officers) and
employees of, and other individuals performing services for, or individuals to
whom an offer of employment has been extended by, the Company and its
Subsidiaries, as selected by the Committee; provided, however, that participants
must be residents of the State of California at the time of their award.
Nothing in the Plan or in any grant to individuals thereunder shall confer any
right on a participant to continue as a director  or officer or employee of the
Company or shall interfere in any way with the right of the Company to terminate
the employment or to reduce the compensation or responsibilities of a
participant at any time.  By accepting any award under the Plan, each
participant and each person claiming under or through him or her shall be
conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, any action taken under the Plan by the Company, the Board or the
Committee.

     Incentive Stock Options or Non-qualified Stock Options, or any combination
thereof, may be granted to such persons and for such number of Shares as the
Committee shall determine (such individuals to whom grants are made being
sometimes herein called "optionees" or "grantees," as the case may be).
Determinations made by the Committee under the Plan need not be uniform and may

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be made selectively among eligible individuals under the Plan, whether or not
such individuals are similarly situated.  A grant of any type made hereunder in
any one year to an eligible participant shall neither guarantee nor preclude a
further grant of that or any other type to such participant in that year or
subsequent years.

     6.   Incentive and Non-qualified Options.
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     The Committee may from time to time grant to eligible participants
Incentive Stock Options, Non-qualified Stock Options, or any combination
thereof; provided that the Committee may grant Incentive Stock Options only to
eligible employees of the Company or its Subsidiaries.  The options granted
shall take such form as the Committee shall determine, subject to the following
terms and conditions.

     It is the Company's intent that Non-qualified Stock Options granted under
the Plan not be classified as Incentive Stock Options, that Incentive Stock
Options be consistent with and contain or be deemed to contain all provisions
required under Section 422 of the Code and any successor thereto, and that any
ambiguities in construction be interpreted in order to effectuate such intent.
If an Incentive Stock Option granted under the Plan does not qualify as such for
any reason, then to the extent of such non-qualification, the stock option
represented thereby shall be regarded as a Non-qualified Stock Option duly
granted under the Plan, provided that such stock option otherwise meets the
Plan's requirements for Non-qualified Stock Options.

     To the extent that the aggregate Fair Market Value (determined at the time
the respective Incentive Stock Option is granted) of Shares with respect to
which Incentive Stock Options are exercisable for the first time by an
individual during any calendar year under all incentive stock option plans of
the Company exceeds $100,000 (within the meaning of Section 422 of the Code),
such excess Incentive Stock Options shall be treated as options that do not
constitute Incentive Stock Options.  The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of a participant's Incentive Stock
Options will not constitute Incentive Stock Options because of such limitation
and shall notify the participant of such determination as soon as practicable
after such determination.

     (a)  Price.  The price per Share deliverable upon the exercise of each
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option ("exercise price") shall be established by the Committee, except that in
the case of the grant of any Incentive Stock Option or Non-qualified Stock
Option, the exercise price may not be less than 100% of the Fair Market Value of
a share of Common Stock as of the date of grant of the option, and in the case
of the grant of any Incentive Stock Option to an employee who, at the time of
the grant, owns more than 10% of the total combined voting power of all classes
of stock of the Company or any of its Subsidiaries, the exercise price may not
be less than 110% of the Fair Market Value of a share of Common Stock as of the
date of grant of the option unless otherwise permitted by Section 422 of the
Code or any successor thereto.

     (b)  Payment.  Options may be exercised, in whole or in part, upon payment
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of the exercise price of the Shares to be acquired.  Unless otherwise determined
by the Committee, payment shall be made (i) in cash (including check, bank
draft, money order or wire transfer of immediately

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available funds), (ii) by delivery of outstanding shares of Common Stock with a
Fair Market Value on the date of exercise equal to the aggregate exercise price
payable with respect to the options' exercise, (iii) by simultaneous sale
through a broker reasonably acceptable to the Committee of Shares acquired on
exercise, as permitted under Regulation T of the Federal Reserve Board, (iv) by
authorizing the Company to withhold from issuance a number of Shares issuable
upon exercise of the options which, when multiplied by the Fair Market Value of
a share of Common Stock on the date of exercise, is equal to the aggregate
exercise price payable with respect to the options so exercised or (v) by any
combination of the foregoing. Options may also be exercised upon payment of the
exercise price of the Shares to be acquired by delivery of the optionee's
promissory note, but only to the extent specifically approved by and in
accordance with the policies of the Committee.

     In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) above, (A) only a whole number of
share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and (C) Common Stock must be delivered to
the Company.  Delivery for this purpose may, at the election of the grantee, be
made either by (A) physical delivery of the certificate(s) (or voting trust
certificate(s)) for all such shares of Common Stock tendered in payment of the
price, accompanied by duly executed instruments of transfer in a form acceptable
to the Company, (B) direction to the voting trustee to transfer all such shares
of Common Stock on the books and records of the voting trustee to the Company or
(C) direction to the grantee's broker to transfer, by book entry, such shares of
Common Stock from a brokerage account of the grantee to a brokerage account
specified by the Company.  When payment of the exercise price is made by
delivery of Common Stock, the difference, if any, between the aggregate exercise
price payable with respect to the option being exercised and the Fair Market
Value of the shares of Common Stock tendered in payment (plus any applicable
taxes) shall be paid in cash.  No grantee may tender shares of Common Stock
having a Fair Market Value exceeding the aggregate exercise price payable with
respect to the option being exercised (plus any applicable taxes).

     In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) above, (A) only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of shares of Common Stock at least equal to the number of Shares to be
withheld in payment of the exercise price (and that such owned shares of Common
Stock have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise.  When payment of the exercise price is
made by withholding of Shares, the difference, if any, between the aggregate
exercise  price payable with respect to the option being exercised and the Fair
Market Value of the Shares withheld in payment (plus any applicable taxes) shall
be paid in cash.  No grantee may authorize the withholding of Shares having a
Fair Market Value exceeding the aggregate exercise price payable with respect to
the option being exercised (plus any applicable taxes).  Any withheld Shares
shall no longer be issuable under such option (except pursuant to any Reload
Option (as defined below) with respect to any such withheld Shares).

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     (c)  Terms of Options.  The term during which each option may be exercised
          ----------------
shall be determined by the Committee, but if required by the Code and except as
otherwise provided herein, no option shall be exercisable in whole or in part
more than ten years from the date it is granted, and no Incentive Stock Option
granted to an employee who at the time of the grant owns more than 10% of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries shall be exercisable more than five years from the date it is
granted.  All rights to purchase Shares pursuant to an option shall, unless
sooner terminated, expire at the date designated by the Committee.  The
Committee shall determine the date on which each option shall become vested and
may provide that an option shall become vested in increments.  The Shares
constituting each increment may be purchased in whole or in part at any time
after such increment becomes vested, subject to such minimum exercise
requirements as may be designated by the Committee.  Prior to the exercise of an
option and delivery of the Shares represented thereby, the optionee shall have
no rights as a stockholder with respect to any Shares covered by such
outstanding option (including any dividend or voting rights).

     (d)  Limitations on Grants.  If required by the Code, the aggregate Fair
          ---------------------
Market Value (determined as of the grant date) of Shares for which an Incentive
Stock Option is exercisable for the first time during any calendar year under
all equity incentive plans of the Company and its Subsidiaries may not exceed
$100,000.

     (e)  Termination; Forfeiture.
          -----------------------

          (i)    Death or Disability. If a participant ceases to be a director,
     officer or employee of, or to perform other services for, the Company or
     any Subsidiary due to death or Disability, all of the participant's options
     shall become fully vested and exercisable and shall remain so for a period
     of 180 days from the date of such death or Disability, but in no event
     after the expiration date of the options; provided that the participant
     does not engage in Solicitation during such 180-day period unless he or she
     received written consent to do so from the Board or the Committee.
     Notwithstanding the foregoing, if the Disability giving rise to the
     termination of employment is not within the meaning of Section 22(e)(3) of
     the Code or any successor thereto, Incentive Stock Options not exercised by
     such participant within 90 days after the date of termination of employment
     will cease to qualify as Incentive Stock Options and will be treated as
     Non-qualified Stock Options under the Plan if required to be so treated
     under the Code.

          (ii)   Retirement.  If a participant ceases to be a director, officer
     or employee of, or to perform other services for, the Company or any
     Subsidiary upon the occurrence of his or her Retirement: (A) all of the
     participant's options that were exercisable on the date of Retirement shall
     remain exercisable after the date of Retirement until the expiration date
     of the options, provided that the participant does not engage in
     Solicitation during the first two years after the date of Retirement unless
     he or she receives written consent to do so from the Board or the
     Committee; and (B) all of the participant's options that were not
     exercisable on the date of Retirement shall be forfeited immediately upon
     such Retirement. Notwithstanding the foregoing, Incentive Stock Options not
     exercised by such participant within 90 days after

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     Retirement will cease to qualify as Incentive Stock Options and will be
     treated as Non-qualified Stock Options under the Plan if required to be so
     treated under the Code.

          (iii)  Discharge for Cause.  If a participant ceases to be a
     director, officer or employee of or to perform other services for, the
     Company or a Subsidiary due to Cause, or if a participant does not become a
     director, officer or employee of, or does not begin performing other
     services for, the Company or a Subsidiary for any reason, all of the
     participant's  options shall expire and be forfeited immediately upon such
     cessation or non-commencement, whether or not then exercisable.

          (iv)   Other Termination.  If a participant ceases to be a director,
     officer or employee of, or to otherwise perform services for, the Company
     or a Subsidiary for any reason other than death, Disability, Retirement or
     discharge for Cause, (A) all of the participant's options that were
     exercisable on the date of such cessation shall remain exercisable for, and
     shall otherwise terminate at the end of, a period of 30 days after the date
     of such cessation, but in no event after the expiration date of the
     options; provided that the participant does not engage in Solicitation
     during such 30-day period unless he or she receives written consent to do
     so from the Board or the Committee, and (B) all of the participant's
     options that were not exercisable on the date of such cessation shall be
     forfeited immediately upon such cessation.

          (v)    Change in Control.  If there is a Change in Control of the
     Company and, within one year after such Change in Control, a participant is
     terminated, without Cause, from being a director, officer or employee of,
     or from performing other services for, the Company or a subsidiary, then
     all of the participant's options shall become fully vested and exercisable
     upon such termination and shall remain so for a period of one year
     following such termination.  In addition, the Committee shall have the
     authority to grant options that become fully vested and exercisable
     automatically upon a Change in Control, whether or not the grantee is
     subsequently terminated.

          (vi)   Solicitation. If a participant engages in Solicitation, without
     receiving written consent to do so from the Board or the Committee, then
     all of the participant's options and SARs shall expire and be forfeited
     immediately, whether or not such options and SARs are then exercisable.

     (f)  Forfeiture.  If a participant exercises any of his or her options, and
          ----------
(i) within one year after such exercise, is discharged from the Company or a
Subsidiary for any of the reasons specified in the definition of "Cause" set
forth in Section 2(c)(i), (ii) or (iv) above; or (ii) within two years after
such exercise, engages in Solicitation without having received written consent
to do so from the Board or the Committee; then the participant shall be required
to repay the Company the gain (the "Option Gain") represented by the difference
                                    -----------
between (x) the aggregate Fair Market Value, on the date of exercise, of the
Shares that the participant acquired upon such exercise of his or her option and
(y) the aggregate exercise price that the participant paid to exercise his or
her option, determined in each case without regard to any subsequent increase or
decrease in the Fair Market Value of the Common Stock.  As security for the
participant's obligation to repay the Option Gain under the

                                       9
<PAGE>

foregoing circumstances, the Company may, in its discretion and to the extent
permitted by law, deduct from any payment(s) of any kind (including salary or
bonus) otherwise due to such participant a total amount not to exceed the amount
of the Option Gain.

     (g)  Grant of Reload Options.  The Committee may provide (either at the
          -----------------------
time of grant or exercise of an option), in its discretion, for the grant to a
grantee who exercises all or any portion of an option ("Exercised Options") and
who pays all or part of such exercise price with shares of Common Stock or
withheld Shares, of an additional option (a "Reload Option") for a number of
shares of Common Stock equal to the sum (the "Reload Number") of the number of
shares of Common Stock tendered or the number of Shares withheld by the Company
in payment of such exercise price for the Exercised Options plus, if so provided
by the Committee, the number of shares of Common Stock, if any, tendered or the
number of Shares withheld by the Company in connection with the exercise of the
Exercised Options to satisfy any federal, state or local tax withholding
requirements. The terms of each Reload Option, including the date of its
expiration and the terms and conditions of its exercisability and
transferability, shall be the same as the terms of the Exercised Option to which
it relates, except that (i) the grant date for each Reload Option shall be the
date of exercise of the Exercised Option to which it relates and (ii) the
exercise price for each Reload Option shall be the Fair Market Value of the
Common Stock on the grant date of the Reload Option.

     7.   Withholding Taxes.
          -----------------

     (a)  Participant Election.  Unless otherwise determined by the Committee, a
          --------------------
participant may elect to deliver shares of Common Stock (or have the Company
withhold Shares acquired upon exercise of an option) to satisfy, in whole or in
part, but not to exceed, the amount the Company is required by statute to
withhold for taxes in connection with the exercise of an option. Such election
must be made on or before the date the amount of tax to be withheld is
determined. Once made, the election shall be irrevocable. The fair market value
of the Shares to be withheld or Common Stock to be delivered will be the Fair
Market Value as of the date the amount of tax to be withheld is determined. In
the event a participant elects to deliver Common Stock or have the Company
withhold Shares pursuant to this Section 7(a), such delivery or withholding must
be made subject to the conditions and pursuant to the procedures set forth in
Section 6(b) with respect to the delivery of Common Stock or withholding of
Shares in payment of the exercise price of options; provided, however, that the
conditions in clause (B) of the first sentence of the second paragraph of
Section 6(b) and clause (B) of the first sentence of the third paragraph of
Section 6(b) shall be inapplicable with respect to this Section 7(a).

     (b)  Company Requirement.  The Company may require, as a condition to any
          -------------------
grant or exercise under the Plan or to the delivery of certificates (or Voting
Trust certificates) for Shares issued hereunder, that the grantee make provision
for the payment to the Company, either pursuant to Section 7(a) or this Section
7(b), of federal, state or local taxes of any kind required by law to be
withheld with respect to any grant or delivery or disposition of Shares or
exercise of any option. Participants shall be required to indemnify or reimburse
the Company with respect to any federal, state or local taxes of any kind that
the Company is required by law to withhold with respect to any grant or delivery
or disposition of Shares or exercise of any option, to the extent the Company
does not or cannot withhold such amount.  Without limiting the generality of the
foregoing, the Company,

                                       10
<PAGE>

to the extent permitted or required by law, shall have the right to deduct from
any payment(s) of any kind (including salary or bonus) otherwise due to a
grantee, a total amount not to exceed the amount of any federal, state or local
taxes of any kind required by law to be withheld with respect to any grant or
delivery or disposition of Shares or exercise of any option.

     8.   Written Agreement; Vesting.
          --------------------------

     Each employee to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions,
including, without limitation, vesting requirements, consistent with the
provisions of the Plan, as may be approved by the Committee. Such employee shall
also enter into such other agreements, including, without limitation, the Voting
Trust Agreement and a Stock Purchase Agreement, as the Committee may from time
to time require as a condition to any such grant. Unless the Committee
determines otherwise and except as otherwise provided in Section 6 in connection
with a Change of Control or certain occurrences of termination, no grant under
this Plan may be exercised, and no restrictions relating thereto may lapse,
within six months of the date such grant is made.

     9.   Transferability.
          ---------------

     Unless the Committee determines otherwise, no option granted under the Plan
shall be transferable by a participant other than by will or the laws of descent
and distribution. Unless the Committee determines otherwise, an option may be
exercised only by the optionee thereof; or by his or her executor or
administrator or any person to whom the option is transferred by will or the
laws of descent and distribution; or by his or her guardian or legal
representative; provided that Incentive Stock Options may be exercised by any
guardian or legal representative only if permitted by the Code and any
regulations thereunder. All provisions of this Plan shall in any event continue
to apply to any option granted under the Plan and transferred as permitted by
this Section 9, and any transferee of any such option shall be bound by all
provisions of this Plan, the Stock Purchase Agreement and the Voting Trust
Agreement as and to the same extent as the applicable original grantee.

     10.  Listing, Registration and Qualification.
          ---------------------------------------

     If the Committee determines that the listing, registration or qualification
upon any securities exchange or under any law of Shares subject to any option is
necessary or desirable as a condition of, or in connection with, the granting of
same or the issue or purchase of Shares hereunder, no such option may be
exercised in whole or in part, and no Shares may be issued, unless such listing,
registration or qualification is effected free of any conditions not acceptable
to the Committee.

                                       11
<PAGE>

     11.  Transfer of Employee.
          --------------------

     The transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence that is considered by the Committee as continuing intact the
employment relationship.

     12.  Adjustments.
          -----------

     In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property available for issuance under the Plan
(including, without limitation, in the total number of Shares available for
issuance under the Plan pursuant to Section 4), and in the number and kind of
options, Shares or other property covered by grants previously made under the
Plan, and shall make the appropriate corresponding adjustments in the exercise
price of outstanding options.  Any such adjustment shall be final, conclusive
and binding for all purposes of the Plan.

     In the event of any merger, consolidation or other reorganization in which
the Company is not the surviving or continuing corporation or in which a Change
in Control is to occur, all of the Company's obligations regarding options that
were granted hereunder and that are outstanding on the date of such event shall,
on such terms as the Committee may deem appropriate and approve prior to such
event, be assumed by the surviving or continuing corporation or canceled in
exchange for property (including cash).

     Without limitation of the foregoing, in connection with any transaction
that would constitute a "Change in Control" of the type specified by clause
(iii) of the definition thereof in Section 2(d), the Committee may, in its
discretion, (i) cancel any or all outstanding options under the Plan in
consideration for payment to the holders thereof of an amount equal to the
portion of the consideration that would have  been payable to such holders
pursuant to such transaction if their options had been fully vested and
exercisable, and had been fully exercised, immediately prior to such
transaction, less the aggregate exercise price that would have been payable
therefor, or (ii) if the net amount referred to in clause (i) would be negative,
cancel any or all such options for no consideration or payment of any kind.
Payment of any amount payable pursuant to the preceding sentence may be made in
cash or, in the event that the consideration to be received in such transaction
includes securities or other property, in cash and/or securities or other
property in the Committee's discretion.

     13.  Amendment and Termination of the Plan.
          -------------------------------------

     The Board of Directors or the Committee, without  approval of the
stockholders, may amend or terminate the Plan, except that no amendment shall
become effective without prior approval of the stockholders of the Company if
stockholder approval would be required by applicable law or

                                       12
<PAGE>

regulations, including if required for continued compliance with the
performance-based compensation exception of Section 162(m) of the Code or any
successor thereto, under the provisions of Section 422 of the Code or any
successor thereto, or by any listing requirement of the principal stock exchange
on which the Common Stock is then listed.

     14.  Amendment of Awards under the Plan.
          ----------------------------------

     The terms of any outstanding award under the Plan may be amended from time
to time by the Committee in its discretion in any manner that it deems
appropriate;  provided, however, that, except as otherwise provided in Section
12, no such amendment shall (a) adversely affect in a material manner any right
of a participant under the award without his or her written consent or (b)
change either the number of Shares for which any outstanding option may be
exercised or the exercise price therefor.

     15.  Commencement Date; Termination Date.
          -----------------------------------

     The date of commencement of the Plan shall be January 1, 2001, subject to
approval by the stockholders of the Company on or before December 31, 2001.  The
Board may grant options pursuant to this Plan from and after the date of
commencement; provided, however, that:  (a) no option may be exercised prior to
initial stockholder approval of this Plan; (b) no option granted pursuant to an
increase in the number of Shares approved by the Board shall be exercised prior
to the time such increase has been approved by the stockholders of the Company;
(c) in the event that initial stockholder approval is not obtained within the
time period provided herein, all options granted hereunder shall be void and
canceled; and (d) options granted pursuant to an increase in the number of
Shares approved by the Board which increase is not timely approved by
stockholders shall be void and canceled.  If required by the Code, the Plan will
also be subject to reapproval by the stockholders of the Company prior to
January 1, 2006 after the date of commencement.

     Unless previously terminated upon the adoption of a resolution of the Board
terminating the Plan, the Plan shall terminate and no further options may be
granted under the Plan after the close of business on January 1, 2011; provided,
however, that the Plan shall remain in effect until all options granted under
the Plan have been exercised or have expired by reason of lapse of time.  No
termination of the Plan shall materially and adversely affect any of the rights
or obligations of any person, without his or her written consent, under any
grant of options or other incentives theretofore granted under the Plan.

     16.  Severability.
          ------------

     Whenever possible, each provision of the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of the Plan.

                                       13
<PAGE>

     17.  Governing Law.
          -------------

     The Plan shall be governed by the corporate laws of the State of Delaware,
without giving effect to any choice of law provisions that might otherwise refer
construction or interpretation of the Plan to the substantive law of another
jurisdiction.

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